REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 |
☐ | |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 77 | ☒ | |
and/or | ||
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |
☐ | |
Amendment No. 78 | ☒ |
333 West Wacker Drive, Chicago, Illinois | 60606 | |
(Address of Principal Executive Offices) | (Zip Code) |
Mark J. Czarniecki
Vice President and Secretary
901 Marquette Avenue
Minneapolis, MN 55402
(Name and Address of Agent for Service)
|
Copies to:
Eric F. Fess
Chapman and Cutler LLP
320 South Canal Street
Chicago, Illinois 60606
|
☐ | immediately upon filing pursuant to paragraph (b) | ☐ | on (date) pursuant to paragraph (a)(1)0 | |||
☒ | on January 31, 2022 pursuant to paragraph (b) | ☐ | 75 days after filing pursuant to paragraph (a)(2) | |||
☐ | 60 days after filing pursuant to paragraph (a)(1) | ☐ | on (date) pursuant to paragraph (a)(2) of Rule 485. |
☐ |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
|
|
||||
|
Mutual Funds
|
31 January
2022 |
||
Fund Name
|
Class A
|
Class C
|
Class R6
|
Class I
|
|
|
|||||
Nuveen Flexible Income Fund
(formerly Nuveen NWQ Flexible Income Fund) |
NWQAX
|
NWQCX
|
NQWFX
|
NWQIX
|
|
Nuveen Floating Rate Income Fund
|
NFRAX
|
NFFCX
|
NFRFX
|
NFRIX
|
|
Nuveen High Yield Income Fund
|
NCOAX
|
NCFCX
|
NCSRX
|
NCOIX
|
|
Nuveen Preferred Securities and Income Fund
|
NPSAX
|
NPSCX
|
NPSFX
|
NPSRX
|
|
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
|
As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will not be sent to you by mail unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (www.nuveen.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
You may elect to receive shareholder reports and other communications from the Funds electronically at any time by contacting the financial intermediary (such as a broker-dealer or bank) through which you hold your Fund shares or, if you are a direct investor, by enrolling at www.nuveen.com/e-reports.
You may elect to receive all future shareholder reports in paper free of charge at any time by contacting your financial intermediary or, if you are a direct investor, by calling 800-257-8787 and selecting option #1. Your election to receive reports in paper will apply to all funds held in your account with your financial intermediary or, if you are a direct investor, to all your directly held Nuveen Funds and any other directly held funds within the same group of related investment companies.
|
Prospectus
|
Table of Contents
|
|
Section 1 Fund Summaries
Section 2 How We Manage Your Money
Section 3 How You Can Buy and Sell Shares
Section 4 General Information
Section 5 Financial Highlights
Appendix—Variations in Sales Charge Reductions and
Waivers Available Through Certain Intermediaries A-1 |
|
NOT FDIC OR GOVERNMENT INSURED MAY LOSE VALUE NO BANK GUARANTEE
|
Class A
|
Class C
|
Class R6
|
Class I
|
|||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
4.75%
|
None
|
None
|
None
|
||||
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)1 |
None
|
1.00%
|
None
|
None
|
||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
None
|
None
|
None
|
||||
Exchange Fee
|
None
|
None
|
None
|
None
|
||||
Annual Low Balance Account Fee (for accounts under $1,000)2
|
$15
|
$15
|
None
|
$15
|
Class A
|
Class C
|
Class R6
|
Class I
|
|||||||||||||
Management Fees
|
0.67
|
%
|
0.67
|
%
|
0.67
|
%
|
0.67
|
%
|
||||||||
Distribution and/or Service (12b-1) Fees
|
0.25
|
%
|
1.00
|
%
|
0.00
|
%
|
0.00
|
%
|
||||||||
Other Expenses
|
0.12
|
%
|
0.12
|
%
|
0.05
|
%
|
0.12
|
%
|
||||||||
Total Annual Fund Operating Expenses
|
1.04
|
%
|
1.79
|
%
|
0.72
|
%
|
0.79
|
%
|
||||||||
Fee Waivers and/or Expense Reimbursements3
|
(0.09
|
)%
|
(0.09
|
)%
|
(0.08
|
)%
|
(0.09
|
)%
|
||||||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
|
0.95
|
%
|
1.70
|
%
|
0.64
|
%
|
0.70
|
%
|
2
|
Section 1 Fund Summaries
|
Class A
|
Class C
|
Class R6
|
Class I
|
||||||||||
1 Year
|
$
|
567
|
$
|
173
|
$
|
65
|
$
|
72
|
|||||
3 Years
|
$
|
777
|
$
|
550
|
$
|
218
|
$
|
239
|
|||||
5 Years
|
$
|
1,009
|
$
|
957
|
$
|
389
|
$
|
425
|
|||||
10 Years
|
$
|
1,674
|
$
|
2,094
|
$
|
883
|
$
|
965
|
Section 1 Fund Summaries
|
3
|
4
|
Section 1 Fund Summaries
|
Section 1 Fund Summaries
|
5
|
6
|
Section 1 Fund Summaries
|
Class A Annual Total Return*
|
Section 1 Fund Summaries
|
7
|
|
|
|
|
|
Average Annual Total Returns
|
|||||||||||
|
|
|
|
|
for the Periods Ended
|
|||||||||||
|
|
|
|
|
December 31, 2021
|
|||||||||||
|
|
Inception
Date |
1 Year
|
5 Years
|
10 Years
|
Since
Inception (Class R6) |
||||||||||
Class A (return before taxes)
|
|
12/9/09
|
|
|
(0.09
|
)%
|
|
5.29
|
%
|
|
6.16
|
%
|
|
N/A
|
|
|
Class A (return after taxes on distributions)
|
|
|
|
|
(1.63
|
)%
|
|
3.32
|
%
|
|
4.08
|
%
|
|
N/A
|
|
|
Class A (return after taxes on distributions and sale of Fund shares)
|
|
|
|
|
0.15
|
%
|
|
3.30
|
%
|
|
3.99
|
%
|
|
N/A
|
|
|
Class C (return before taxes)
|
|
12/9/09
|
|
|
4.11
|
%
|
|
5.53
|
%
|
|
6.05
|
%
|
|
N/A
|
|
|
Class R6 (return before taxes)
|
|
6/30/16
|
|
|
5.24
|
%
|
|
6.69
|
%
|
|
N/A
|
|
|
6.79
|
%
|
|
Class I (return before taxes)
|
|
12/9/09
|
|
|
5.14
|
%
|
|
6.59
|
%
|
|
6.95
|
%
|
|
N/A
|
|
|
Bloomberg U.S. Aggregate Bond Index1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses or taxes)
|
|
|
|
|
(1.54
|
)%
|
|
3.57
|
%
|
|
2.90
|
%
|
|
2.76
|
%
|
|
ICE BofA U.S. 50% Corporate & 50% High Yield Index2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses or taxes)
|
|
|
|
|
2.18
|
%
|
|
5.73
|
%
|
|
5.77
|
%
|
|
5.74
|
%
|
|
ICE BofA Fixed Rate Preferred Securities Index3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses or taxes)
|
|
|
|
|
2.24
|
%
|
|
6.37
|
%
|
|
6.59
|
%
|
|
5.25
|
%
|
|
1
|
An unmanaged fixed income index covering the U.S. investment grade fixed-rate bond market.
|
|||||||||||||||
2
|
An index that tracks the performance of U.S. dollar denominated investment grade and sub-investment grade corporate debt publicly issued in the U.S. domestic market.
|
|||||||||||||||
3
|
An index that tracks the performance of fixed rate U.S. dollar denominated preferred securities issued in the U.S. domestic market. Effective January 31, 2022, the ICE BofA Fixed Rate Preferred Securities Index no longer serves as a benchmark for the Fund.
|
Name
|
Title
|
Portfolio Manager of Fund Since
|
|
||
Thomas J. Ray, CFA
|
Managing Director
|
January 2015
|
Susi Budiman, CFA
|
Managing Director
|
January 2015
|
8
|
Section 1 Fund Summaries
|
Class A and Class C
|
Class R6
|
Class I
|
|
Eligibility and Minimum Initial Investment
|
$3,000 for all accounts except:
• $2,500 for Traditional/
Roth IRA accounts.
• $2,000 for Coverdell
Education Savings Accounts.
• $250 for accounts opened through fee-based programs.
• No minimum for retirement plans.
|
Available only to certain qualified retirement plans and other investors as described in the prospectus and through fee-based programs.
$1 million for all accounts except:
• $100,000 for clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services.
• No minimum for certain qualified retirement plans and certain other categories of eligible investors as described in the prospectus.
|
Available only through fee-based programs and certain retirement plans, and to other limited categories of investors as described in the prospectus.
$100,000 for all accounts except:
• $250 for clients of financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level).
• No minimum for eligible retirement plans and certain other categories of eligible investors as described in the prospectus.
|
Minimum
Additional Investment |
$100
|
No minimum.
|
No minimum.
|
Section 1 Fund Summaries
|
9
|
Class A
|
Class C
|
Class R6
|
Class I
|
|||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
3.00%
|
None
|
None
|
None
|
||||
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)1 |
None
|
1.00%
|
None
|
None
|
||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
None
|
None
|
None
|
||||
Exchange Fee
|
None
|
None
|
None
|
None
|
||||
Annual Low Balance Account Fee (for accounts under $1,000)2
|
$15
|
$15
|
None
|
$15
|
Class A
|
Class C
|
Class R6
|
Class I
|
|||||||||||||
Management Fees
|
0.58
|
%
|
0.58
|
%
|
0.58
|
%
|
0.58
|
%
|
||||||||
Distribution and/or Service (12b-1) Fees
|
0.25
|
%
|
1.00
|
%
|
0.00
|
%
|
0.00
|
%
|
||||||||
Other Expenses
|
||||||||||||||||
Interest and Related Expenses3
|
0.02
|
%
|
0.02
|
%
|
0.02
|
%
|
0.02
|
%
|
||||||||
Remainder of Other Expenses
|
0.18
|
%
|
0.18
|
%
|
0.10
|
%
|
0.18
|
%
|
||||||||
Total Annual Fund Operating Expenses
|
1.03
|
%
|
1.78
|
%
|
0.70
|
%
|
0.78
|
%
|
Class A
|
Class C
|
Class R6
|
Class I
|
||||||||||
1 Year
|
$
|
402
|
$
|
181
|
$
|
72
|
$
|
80
|
|||||
3 Years
|
$
|
618
|
$
|
560
|
$
|
224
|
$
|
249
|
|||||
5 Years
|
$
|
852
|
$
|
964
|
$
|
390
|
$
|
433
|
|||||
10 Years
|
$
|
1,522
|
$
|
2,095
|
$
|
871
|
$
|
966
|
10
|
Section 1 Fund Summaries
|
Section 1 Fund Summaries
|
11
|
12
|
Section 1 Fund Summaries
|
Section 1 Fund Summaries
|
13
|
14
|
Section 1 Fund Summaries
|
Class A Annual Total Return*
|
|
|
|
|
|
Average Annual Total Returns
|
|||||||||||
|
|
|
|
|
for the Periods Ended
|
|||||||||||
|
|
|
|
|
December 31, 2021
|
|||||||||||
|
|
Inception
Date |
1 Year
|
5 Years
|
10 Years
|
Since
Inception (Class R6) |
||||||||||
Class A (return before taxes)
|
|
5/2/11
|
|
|
3.56
|
%
|
|
3.11
|
%
|
|
4.36
|
%
|
|
N/A
|
|
|
Class A (return after taxes on distributions)
|
|
|
|
|
1.87
|
%
|
|
1.17
|
%
|
|
2.35
|
%
|
|
N/A
|
|
|
Class A (return after taxes on distributions and sale of Fund shares)
|
|
|
|
|
2.09
|
%
|
|
1.51
|
%
|
|
2.45
|
%
|
|
N/A
|
|
|
Class C (return before taxes)
|
|
5/2/11
|
|
|
5.98
|
%
|
|
2.97
|
%
|
|
4.05
|
%
|
|
N/A
|
|
|
Class R6 (return before taxes)
|
|
1/28/15
|
|
|
7.14
|
%
|
|
4.11
|
%
|
|
N/A
|
|
|
4.09
|
%
|
|
Class I (return before taxes)
|
|
5/2/11
|
|
|
7.08
|
%
|
|
4.02
|
%
|
|
4.94
|
%
|
|
N/A
|
|
|
Credit Suisse Leveraged Loan Index1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses or taxes)
|
|
|
|
|
5.40
|
%
|
|
4.32
|
%
|
|
4.83
|
%
|
|
4.46
|
%
|
|
Lipper Loan Participation Funds Category Average2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for taxes or sales loads)
|
|
|
|
|
4.43
|
%
|
|
3.23
|
%
|
|
3.78
|
%
|
|
3.43
|
%
|
|
1
|
A representative unmanaged index of tradeable, senior, U.S. dollar-denominated leveraged loans.
|
|||||||||||||||
2
|
Represents the average annualized total return for all reporting funds in the Lipper Loan Participation Funds Category.
|
Section 1 Fund Summaries
|
15
|
Name
|
Title
|
Portfolio Manager of Fund Since
|
Scott Caraher
|
Managing Director
|
May 2011
|
Kevin R. Lorenz, CFA
|
Managing Director
|
August 2020
|
Class A and Class C
|
Class R6
|
Class I
|
|
Eligibility and Minimum Initial Investment
|
$3,000 for all accounts except:
• $2,500 for Traditional/
Roth IRA accounts.
• $2,000 for Coverdell
Education Savings Accounts.
• $250 for accounts opened through fee-based programs.
• No minimum for retirement plans.
|
Available only to certain qualified retirement plans and other investors as described in the prospectus and through fee-based programs.
$1 million for all accounts except:
• $100,000 for clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services.
• No minimum for certain qualified retirement plans and certain other categories of eligible investors as described in the prospectus.
|
Available only through fee-based programs and certain retirement plans, and to other limited categories of investors as described in the prospectus.
$100,000 for all accounts except:
• $250 for clients of financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level).
• No minimum for eligible retirement plans and certain other categories of eligible investors as described in the prospectus.
|
Minimum
Additional Investment |
$100
|
No minimum.
|
No minimum.
|
16
|
Section 1 Fund Summaries
|
Class A
|
Class C
|
Class R6
|
Class I
|
|||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
4.75%
|
None
|
None
|
None
|
||||
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)1 |
None
|
1.00%
|
None
|
None
|
||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
None
|
None
|
None
|
||||
Exchange Fee
|
None
|
None
|
None
|
None
|
||||
Annual Low Balance Account Fee (for accounts under $1,000)2
|
$15
|
$15
|
None
|
$15
|
Class A
|
Class C
|
Class R6
|
Class I
|
|||||||||||||
Management Fees
|
0.59
|
%
|
0.59
|
%
|
0.59
|
%
|
0.59
|
%
|
||||||||
Distribution and/or Service (12b-1) Fees
|
0.25
|
%
|
1.00
|
%
|
0.00
|
%
|
0.00
|
%
|
||||||||
Other Expenses
|
||||||||||||||||
Interest and Related Expenses3
|
0.01
|
%
|
0.01
|
%
|
0.01
|
%
|
0.01
|
%
|
||||||||
Remainder of Other Expenses
|
0.21
|
%
|
0.21
|
%
|
0.10
|
%
|
0.21
|
%
|
||||||||
Total Annual Fund Operating Expenses
|
1.06
|
%
|
1.81
|
%
|
0.70
|
%
|
0.81
|
%
|
||||||||
Fee Waivers and/or Expense Reimbursements4
|
(0.07
|
)%
|
(0.06
|
)%
|
(0.07
|
)%
|
(0.07
|
)%
|
||||||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
|
0.99
|
%
|
1.75
|
%
|
0.63
|
%
|
0.74
|
%
|
Section 1 Fund Summaries
|
17
|
Class A
|
Class C
|
Class R6
|
Class I
|
||||||||||
1 Year
|
$
|
571
|
$
|
178
|
$
|
64
|
$
|
76
|
|||||
3 Years
|
$
|
786
|
$
|
561
|
$
|
213
|
$
|
248
|
|||||
5 Years
|
$
|
1,022
|
$
|
972
|
$
|
379
|
$
|
439
|
|||||
10 Years
|
$
|
1,699
|
$
|
2,119
|
$
|
861
|
$
|
992
|
18
|
Section 1 Fund Summaries
|
Section 1 Fund Summaries
|
19
|
20
|
Section 1 Fund Summaries
|
Class A Annual Total Return*
|
Section 1 Fund Summaries
|
21
|
|
|
|
|
|
Average Annual Total Returns
|
|||||||||||
|
|
|
|
|
for the Periods Ended
|
|||||||||||
|
|
|
|
|
December 31, 2021
|
|||||||||||
|
|
Inception
Date |
1 Year
|
5 Years
|
10 Years
|
Since
Inception (Class R6) |
||||||||||
Class A (return before taxes)
|
|
4/28/10
|
|
|
1.30
|
%
|
|
4.08
|
%
|
|
5.45
|
%
|
|
N/A
|
|
|
Class A (return after taxes on distributions)
|
|
|
|
|
(0.69
|
)%
|
|
1.68
|
%
|
|
2.80
|
%
|
|
N/A
|
|
|
Class A (return after taxes on distributions and sale of Fund shares)
|
|
|
|
|
0.74
|
%
|
|
2.03
|
%
|
|
2.98
|
%
|
|
N/A
|
|
|
Class C (return before taxes)
|
|
4/28/10
|
|
|
5.55
|
%
|
|
4.31
|
%
|
|
5.32
|
%
|
|
N/A
|
|
|
Class R6 (return before taxes)
|
|
10/1/14
|
|
|
6.73
|
%
|
|
5.47
|
%
|
|
N/A
|
|
|
4.87
|
%
|
|
Class I (return before taxes)
|
|
4/28/10
|
|
|
6.60
|
%
|
|
5.36
|
%
|
|
6.22
|
%
|
|
N/A
|
|
|
ICE BofA U.S. High Yield Master II Index1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses or taxes)
|
|
|
|
|
5.36
|
%
|
|
6.10
|
%
|
|
6.72
|
%
|
|
5.63
|
%
|
|
Lipper High Yield Funds Category Average2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for taxes or sales loads)
|
|
|
|
|
5.07
|
%
|
|
5.41
|
%
|
|
5.84
|
%
|
|
4.73
|
%
|
|
1
|
A market value weighted index of all domestic and yankee high-yield bonds having maturities of one year or more and a credit rating lower than BBB-/Baa3, but are not in default.
|
|||||||||||||||
2
|
Represents the average annualized total returns for all reporting funds in the Lipper High Yield Funds Category
|
Name
|
Title
|
Portfolio Manager of Fund Since
|
|
||
Scott Caraher
|
Managing Director
|
May 2019
|
Jean C. Lin, CFA
|
Managing Director
|
August 2020
|
Class A and Class C
|
Class R6
|
Class I
|
|
Eligibility and Minimum Initial Investment
|
$3,000 for all accounts except:
• $2,500 for Traditional/
Roth IRA accounts.
• $2,000 for Coverdell
Education Savings Accounts.
• $250 for accounts opened through fee-based programs.
• No minimum for retirement plans.
|
Available only to certain qualified retirement plans and other investors as described in the prospectus and through fee-based programs.
$1 million for all accounts except:
• $100,000 for clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services.
• No minimum for certain qualified retirement plans and certain other categories of eligible investors as described in the prospectus.
|
Available only through fee-based programs and certain retirement plans, and to other limited categories of investors as described in the prospectus.
$100,000 for all accounts except:
• $250 for clients of financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level).
• No minimum for eligible retirement plans and certain other categories of eligible investors as described in the prospectus.
|
Minimum
Additional Investment |
$100
|
No minimum.
|
No minimum.
|
22
|
Section 1 Fund Summaries
|
Section 1 Fund Summaries
|
23
|
Class A
|
Class C
|
Class R6
|
Class I
|
|||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
4.75%
|
None
|
None
|
None
|
||||
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)1 |
None
|
1.00%
|
None
|
None
|
||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
None
|
None
|
None
|
||||
Exchange Fee
|
None
|
None
|
None
|
None
|
||||
Annual Low Balance Account Fee (for accounts under $1,000)2
|
$15
|
$15
|
None
|
$15
|
Class A
|
Class C
|
Class R6
|
Class I
|
|||||||||||||
Management Fees
|
0.64
|
%
|
0.64
|
%
|
0.64
|
%
|
0.64
|
%
|
||||||||
Distribution and/or Service (12b-1) Fees
|
0.25
|
%
|
1.00
|
%
|
0.00
|
%
|
0.00
|
%
|
||||||||
Other Expenses
|
0.10
|
%
|
0.10
|
%
|
0.04
|
%
|
0.10
|
%
|
||||||||
Total Annual Fund Operating Expenses
|
0.99
|
%
|
1.74
|
%
|
0.68
|
%
|
0.74
|
%
|
Class A
|
Class C
|
Class R6
|
Class I
|
||||||||||
1 Year
|
$
|
571
|
$
|
177
|
$
|
69
|
$
|
76
|
|||||
3 Years
|
$
|
775
|
$
|
548
|
$
|
218
|
$
|
237
|
|||||
5 Years
|
$
|
996
|
$
|
944
|
$
|
379
|
$
|
411
|
|||||
10 Years
|
$
|
1,630
|
$
|
2,052
|
$
|
847
|
$
|
918
|
24
|
Section 1 Fund Summaries
|
Section 1 Fund Summaries
|
25
|
26
|
Section 1 Fund Summaries
|
Section 1 Fund Summaries
|
27
|
Class A Annual Total Return*
|
28
|
Section 1 Fund Summaries
|
|
|
|
|
|
Average Annual Total Returns
|
|||||||||||
|
|
|
|
|
for the Periods Ended
|
|||||||||||
|
|
|
|
|
December 31, 2021
|
|||||||||||
|
|
Inception
Date |
1 Year
|
5 Years
|
10 Years
|
Since
Inception (Class R6) |
||||||||||
Class A (return before taxes)
|
|
12/19/06
|
|
|
0.09
|
%
|
|
5.23
|
%
|
|
7.22
|
%
|
|
N/A
|
|
|
Class A (return after taxes on distributions)
|
|
|
|
|
(1.08
|
)%
|
|
3.79
|
%
|
|
5.48
|
%
|
|
N/A
|
|
|
Class A (return after taxes on distributions and sale of Fund shares)
|
|
|
|
|
0.76
|
%
|
|
3.78
|
%
|
|
5.27
|
%
|
|
N/A
|
|
|
Class C (return before taxes)
|
|
12/19/06
|
|
|
4.38
|
%
|
|
5.46
|
%
|
|
7.10
|
%
|
|
N/A
|
|
|
Class R6 (return before taxes)
|
|
6/30/16
|
|
|
5.47
|
%
|
|
6.59
|
%
|
|
N/A
|
|
|
6.55
|
%
|
|
Class I (return before taxes)
|
|
12/19/06
|
|
|
5.41
|
%
|
|
6.52
|
%
|
|
8.01
|
%
|
|
N/A
|
|
|
ICE BofA U.S. All Capital Securities Index1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses or taxes)
|
|
|
|
|
3.42
|
%
|
|
6.84
|
%
|
|
7.50
|
%
|
|
6.13
|
%
|
|
Preferred Securities and Income Blended Benchmark2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses or taxes)
|
|
|
|
|
3.68
|
%
|
|
7.23
|
%
|
|
7.06
|
%
|
|
7.06
|
%
|
|
Lipper Flexible Income Funds Category Average3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for taxes or sales loads)
|
|
|
|
|
4.03
|
%
|
|
5.71
|
%
|
|
6.00
|
%
|
|
5.29
|
%
|
|
1
|
ICE BofA U.S. All Capital Securities Index is a subset of the ICE BofA U.S. Corporate Index including all fixed-to-floating rate, perpetual callable and capital securities. Benchmark performance is linked. Performance prior to 3/31/12 reflects the ICE BofA Fixed Rate Preferred Securities Index.
|
|||||||||||||||
2
|
The index is comprised of a 60% weighting in the ICE BofA U.S. All Capital Securities Index and a 40% weighting in the ICE BofA USD Contingent Capital Index. Benchmark performance is linked. Performance prior to 12/31/13 reflects the Blended Benchmark’s previous composition: a 65% weighting in the ICE BofA Fixed Rate Preferred Index and a 35% weighting in the Bloomberg USD Capital Securities Index.
|
|||||||||||||||
3
|
Represents the average annualized total return for all reporting funds in the Lipper Flexible Income Funds Category.
|
Name
|
Title
|
Portfolio Manager of Fund Since
|
Douglas M. Baker, CFA
|
Managing Director
|
December 2006
|
Brenda A. Langenfeld, CFA
|
Managing Director
|
January 2012
|
Section 1 Fund Summaries
|
29
|
Class A and Class C
|
Class R6
|
Class I
|
|
Eligibility and Minimum Initial Investment
|
$3,000 for all accounts except:
• $2,500 for Traditional/
Roth IRA accounts.
• $2,000 for Coverdell
Education Savings Accounts.
• $250 for accounts opened through fee-based programs.
• No minimum for retirement plans.
|
Available only to certain qualified retirement plans and other investors as described in the prospectus and through fee-based programs.
$1 million for all accounts except:
• $100,000 for clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services.
• No minimum for certain qualified retirement plans and certain other categories of eligible investors as described in the prospectus.
|
Available only through fee-based programs and certain retirement plans, and to other limited categories of investors as described in the prospectus.
$100,000 for all accounts except:
• $250 for clients of financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level).
• No minimum for eligible retirement plans and certain other categories of eligible investors as described in the prospectus.
|
Minimum
Additional Investment |
$100
|
No minimum.
|
No minimum.
|
30
|
Section 1 Fund Summaries
|
Who Manages the Funds
|
Section 2 How We Manage Your Money
|
31
|
Average Daily Net Assets
|
Nuveen
Flexible Income Fund |
Nuveen
Floating Rate Income Fund |
Nuveen
High Yield Income Fund |
Nuveen
Preferred Securities and Income Fund |
For the first $125 million
|
0.5500%
|
0.4500%
|
0.4500%
|
0.5500%
|
For the next $125 million
|
0.5375%
|
0.4375%
|
0.4375%
|
0.5375%
|
For the next $250 million
|
0.5250%
|
0.4250%
|
0.4250%
|
0.5250%
|
For the next $500 million
|
0.5125%
|
0.4125%
|
0.4125%
|
0.5125%
|
For the next $1 billion
|
0.5000%
|
0.4000%
|
0.4000%
|
0.5000%
|
For the next $3 billion
|
0.4750%
|
0.3750%
|
0.3750%
|
0.4750%
|
For the next $5 billion
|
0.4500%
|
0.3500%
|
0.3500%
|
0.4500%
|
For net assets over $10 billion
|
0.4375%
|
0.3375%
|
0.3375%
|
0.4375%
|
32
|
Section 2 How We Manage Your Money
|
Nuveen Flexible Income Fund
|
0.59%
|
Nuveen Floating Rate Income Fund
|
0.58%
|
Nuveen High Yield Income Fund
|
0.52%
|
Nuveen Preferred Securities and Income Fund
|
0.64%
|
Nuveen Flexible Income Fund
|
0.75% through July 31, 2023 and 1.25% thereafter
|
Nuveen Floating Rate Income Fund
|
0.85% through July 31, 2023 and 1.10% thereafter
|
Nuveen High Yield Income Fund
|
0.79% through July 31, 2023 and 1.35% thereafter
|
Nuveen Preferred Securities and Income Fund
|
1.25%
|
More About Our Investment Strategies
|
Section 2 How We Manage Your Money
|
33
|
34
|
Section 2 How We Manage Your Money
|
Section 2 How We Manage Your Money
|
35
|
36
|
Section 2 How We Manage Your Money
|
Section 2 How We Manage Your Money
|
37
|
38
|
Section 2 How We Manage Your Money
|
|
What the Risks Are
|
Section 2 How We Manage Your Money
|
39
|
40
|
Section 2 How We Manage Your Money
|
Section 2 How We Manage Your Money
|
41
|
42
|
Section 2 How We Manage Your Money
|
Section 2 How We Manage Your Money
|
43
|
44
|
Section 2 How We Manage Your Money
|
Section 2 How We Manage Your Money
|
45
|
46
|
Section 2 How We Manage Your Money
|
Section 2 How We Manage Your Money
|
47
|
48
|
Section 2 How We Manage Your Money
|
Section 2 How We Manage Your Money
|
49
|
50
|
Section 2 How We Manage Your Money
|
Section 2 How We Manage Your Money
|
51
|
52
|
Section 2 How We Manage Your Money
|
Section 2 How We Manage Your Money
|
53
|
What Share Classes We Offer
|
Amount of Purchase
|
Sales Charge as
% of Public Offering Price |
Sales Charge as
% of Net Amount Invested |
Maximum Financial Intermediary Commission as % of Public Offering Price
|
|||||
Less than $50,000
|
4.75
|
%
|
4.99
|
%
|
4.25
|
%
|
||
$50,000 but less than $100,000
|
4.50
|
4.71
|
4.00
|
|||||
$100,000 but less than $250,000
|
3.50
|
3.63
|
3.00
|
|||||
$250,000 but less than $500,000
|
2.50
|
2.56
|
2.25
|
|||||
$500,000 but less than $1,000,000
|
2.00
|
2.04
|
1.75
|
|||||
$1,000,000 and over*
|
—
|
—
|
1.00
|
54
|
Section 3 How You Can Buy and Sell Shares
|
Amount of Purchase
|
Sales Charge as
% of Public Offering Price |
Sales Charge as
% of Net Amount Invested |
Maximum Financial Intermediary Commission as % of Public Offering Price
|
|||||
Less than $50,000
|
3.00
|
%
|
3.09
|
%
|
2.50
|
%
|
||
$50,000 but less than $100,000
|
2.50
|
2.56
|
2.00
|
|||||
$100,000 but less than $250,000
|
2.00
|
2.04
|
1.50
|
|||||
$250,000 but less than $500,000
|
1.50
|
1.52
|
1.25
|
|||||
$500,000 and over*
|
—
|
—
|
1.00
|
Section 3 How You Can Buy and Sell Shares
|
55
|
56
|
Section 3 How You Can Buy and Sell Shares
|
Section 3 How You Can Buy and Sell Shares
|
57
|
How to Reduce Your Sales Charge
|
58
|
Section 3 How You Can Buy and Sell Shares
|
Section 3 How You Can Buy and Sell Shares
|
59
|
60
|
Section 3 How You Can Buy and Sell Shares
|
How to Buy Shares
|
Section 3 How You Can Buy and Sell Shares
|
61
|
Special Services
|
62
|
Section 3 How You Can Buy and Sell Shares
|
Section 3 How You Can Buy and Sell Shares
|
63
|
How to Sell Shares
|
64
|
Section 3 How You Can Buy and Sell Shares
|
Section 3 How You Can Buy and Sell Shares
|
65
|
An Important Note About Telephone Transactions
Although Nuveen Funds has certain safeguards and procedures to confirm the identity of callers, it will not be liable for losses resulting from following telephone instructions it reasonably believes to be genuine.
Also, you should verify your trade confirmations immediately upon receipt.
|
66
|
Section 3 How You Can Buy and Sell Shares
|
Dividends, Distributions and Taxes
|
Section 4 General Information
|
67
|
68
|
Section 4 General Information
|
Distribution and Service Payments
|
Section 4 General Information
|
69
|
Net Asset Value
|
70
|
Section 4 General Information
|
Frequent Trading
|
Section 4 General Information
|
71
|
72
|
Section 4 General Information
|
Fund Service Providers
|
Section 4 General Information
|
73
|
Class (Commencement Date)
|
|
Investment Operations
|
|
Less Distributions
|
|
|
Ratios/Supplemental Data
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of
|
Investment
|
|
|||||||||||||||||||||
|
|
Net
|
Net
|
|
|
From
|
From
|
|
|
|
Ending
|
Expenses
|
Income (Loss)
|
|
|||||||||||||||||||||
|
|
Investment
|
Realized/
|
|
|
Net
|
Accumulated
|
|
|
|
Net
|
to Average
|
to Average
|
Portfolio
|
|||||||||||||||||||||
Year Ended
|
Beginning
|
Income
|
Unrealized
|
|
|
Investment
|
Net Realized
|
|
Ending
|
Total
|
Assets
|
Net
|
Net
|
Turnover
|
|||||||||||||||||||||
September 30:
|
NAV
|
(Loss)(a)
|
Gain (Loss)
|
Total
|
|
Income
|
Gains
|
Total
|
NAV
|
Return(b)(c)
|
(000)
|
Assets(d)
|
Assets(d)(e)
|
Rate(f)
|
|||||||||||||||||||||
Class A (12/09)
|
|||||||||||||||||||||||||||||||||||
2021
|
$
|
21.36
|
|
$
|
0.81
|
|
$
|
1.04
|
|
$
|
1.85
|
|
|
$
|
(0.94
|
)
|
$
|
—
|
|
$
|
(0.94
|
)
|
$
|
22.27
|
|
8.71
|
%
|
$
|
298,734
|
0.95
|
%
|
3.66
|
%
|
30
|
%
|
2020
|
|
22.06
|
|
|
0.88
|
|
|
(0.39
|
)
|
|
0.49
|
|
|
|
(1.19
|
)
|
|
—
|
|
|
(1.19
|
)
|
|
21.36
|
|
2.35
|
|
|
264,865
|
0.96
|
|
4.13
|
|
38
|
|
2019
|
|
21.44
|
|
|
1.02
|
|
|
0.76
|
|
|
1.78
|
|
|
|
(1.16
|
)
|
|
—
|
|
|
(1.16
|
)
|
|
22.06
|
|
8.69
|
|
|
221,484
|
0.96
|
|
4.85
|
|
24
|
|
2018
|
|
22.13
|
|
|
1.01
|
|
|
(0.52
|
)
|
|
0.49
|
|
|
|
(1.18
|
)
|
|
—
|
|
|
(1.18
|
)
|
|
21.44
|
|
2.27
|
|
|
176,014
|
0.96
|
|
4.66
|
|
29
|
|
2017
|
|
21.81
|
|
|
1.11
|
|
|
0.33
|
|
|
1.44
|
|
|
|
(1.12
|
)
|
|
—
|
|
|
(1.12
|
)
|
|
22.13
|
|
6.77
|
|
|
125,547
|
0.96
|
|
5.11
|
|
24
|
|
Class C (12/09)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
21.31
|
|
|
0.64
|
|
|
1.04
|
|
|
1.68
|
|
|
|
(0.77
|
)
|
|
—
|
|
|
(0.77
|
)
|
|
22.22
|
|
7.97
|
|
|
276,035
|
1.70
|
|
2.91
|
|
30
|
|
2020
|
|
22.01
|
|
|
0.72
|
|
|
(0.39
|
)
|
|
0.33
|
|
|
|
(1.03
|
)
|
|
—
|
|
|
(1.03
|
)
|
|
21.31
|
|
1.59
|
|
|
262,068
|
1.71
|
|
3.38
|
|
38
|
|
2019
|
|
21.40
|
|
|
0.86
|
|
|
0.75
|
|
|
1.61
|
|
|
|
(1.00
|
)
|
|
—
|
|
|
(1.00
|
)
|
|
22.01
|
|
7.85
|
|
|
223,364
|
1.71
|
|
4.10
|
|
24
|
|
2018
|
|
22.08
|
|
|
0.85
|
|
|
(0.52
|
)
|
|
0.33
|
|
|
|
(1.01
|
)
|
|
—
|
|
|
(1.01
|
)
|
|
21.40
|
|
1.49
|
|
|
182,049
|
1.71
|
|
3.91
|
|
29
|
|
2017
|
|
21.77
|
|
|
0.95
|
|
|
0.32
|
|
|
1.27
|
|
|
|
(0.96
|
)
|
|
—
|
|
|
(0.96
|
)
|
|
22.08
|
|
6.04
|
|
|
128,801
|
1.71
|
|
4.37
|
|
24
|
|
Class R6 (6/16)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
21.50
|
|
|
0.89
|
|
|
1.04
|
|
|
1.93
|
|
|
|
(1.01
|
)
|
|
—
|
|
|
(1.01
|
)
|
|
22.42
|
|
9.09
|
|
|
14,881
|
0.64
|
|
3.97
|
|
30
|
|
2020
|
|
22.20
|
|
|
0.96
|
|
|
(0.40
|
)
|
|
0.56
|
|
|
|
(1.26
|
)
|
|
—
|
|
|
(1.26
|
)
|
|
21.50
|
|
2.69
|
|
|
6,682
|
0.64
|
|
4.46
|
|
38
|
|
2019
|
|
21.57
|
|
|
1.11
|
|
|
0.74
|
|
|
1.85
|
|
|
|
(1.22
|
)
|
|
—
|
|
|
(1.22
|
)
|
|
22.20
|
|
9.03
|
|
|
649
|
0.64
|
|
5.22
|
|
24
|
|
2018
|
|
22.19
|
|
|
1.13
|
|
|
(0.51
|
)
|
|
0.62
|
|
|
|
(1.24
|
)
|
|
—
|
|
|
(1.24
|
)
|
|
21.57
|
|
2.86
|
|
|
272
|
0.64
|
|
5.12
|
|
29
|
|
2017
|
|
21.88
|
|
|
1.21
|
|
|
0.26
|
|
|
1.47
|
|
|
|
(1.16
|
)
|
|
—
|
|
|
(1.16
|
)
|
|
22.19
|
|
6.95
|
|
|
43
|
0.63
|
|
5.51
|
|
24
|
|
Class I (12/09)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
21.38
|
|
|
0.87
|
|
|
1.03
|
|
|
1.90
|
|
|
|
(0.99
|
)
|
|
—
|
|
|
(0.99
|
)
|
|
22.29
|
|
9.02
|
|
|
1,283,908
|
0.70
|
|
3.90
|
|
30
|
|
2020
|
|
22.08
|
|
|
0.93
|
|
|
(0.39
|
)
|
|
0.54
|
|
|
|
(1.24
|
)
|
|
—
|
|
|
(1.24
|
)
|
|
21.38
|
|
2.60
|
|
|
1,060,386
|
0.71
|
|
4.38
|
|
38
|
|
2019
|
|
21.47
|
|
|
1.08
|
|
|
0.74
|
|
|
1.82
|
|
|
|
(1.21
|
)
|
|
—
|
|
|
(1.21
|
)
|
|
22.08
|
|
8.91
|
|
|
961,413
|
0.71
|
|
5.09
|
|
24
|
|
2018
|
|
22.16
|
|
|
1.07
|
|
|
(0.53
|
)
|
|
0.54
|
|
|
|
(1.23
|
)
|
|
—
|
|
|
(1.23
|
)
|
|
21.47
|
|
2.53
|
|
|
632,596
|
0.71
|
|
4.92
|
|
29
|
|
2017
|
|
21.84
|
|
|
1.17
|
|
|
0.33
|
|
|
1.50
|
|
|
|
(1.18
|
)
|
|
—
|
|
|
(1.18
|
)
|
|
22.16
|
|
7.05
|
|
|
413,189
|
0.71
|
|
5.40
|
|
24
|
|
74
|
Section 5 Financial Highlights
|
Class (Commencement Date)
|
|
Investment Operations
|
|
Less Distributions
|
|
|
Ratios/Supplemental Data
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of
|
Investment
|
|
|||||||||||||||||||||
|
|
Net
|
Net
|
|
|
From
|
From
|
|
|
|
Ending
|
Expenses
|
Income (Loss)
|
|
|||||||||||||||||||||
|
|
Investment
|
Realized/
|
|
|
Net
|
Accumulated
|
|
|
|
Net
|
to Average
|
to Average
|
Portfolio
|
|||||||||||||||||||||
Year Ended
|
Beginning
|
Income
|
Unrealized
|
|
|
Investment
|
Net Realized
|
|
Ending
|
Total
|
Assets
|
Net
|
Net
|
Turnover
|
|||||||||||||||||||||
September 30:
|
NAV
|
(Loss)(a)
|
Gain (Loss)
|
Total
|
|
Income
|
Gains
|
Total
|
NAV
|
Return(b)
|
(000)
|
Assets(c)
|
Assets(c)
|
Rate(d)
|
|||||||||||||||||||||
Class A (5/11)
|
|||||||||||||||||||||||||||||||||||
2021
|
$
|
17.80
|
|
$
|
0.72
|
|
$
|
1.32
|
|
$
|
2.04
|
|
|
$
|
(0.78
|
)
|
$
|
—
|
|
$
|
(0.78
|
)
|
$
|
19.06
|
|
11.67
|
%
|
$
|
121,925
|
1.03
|
%
|
3.88
|
%
|
52
|
%
|
2020
|
|
19.08
|
|
|
0.80
|
|
|
(1.14
|
)
|
|
(0.34
|
)
|
|
|
(0.94
|
)
|
|
—
|
|
|
(0.94
|
)
|
|
17.80
|
|
(1.81
|
)
|
|
90,684
|
1.01
|
|
4.43
|
|
63
|
|
2019
|
|
19.65
|
|
|
0.93
|
|
|
(0.56
|
)
|
|
0.37
|
|
|
|
(0.94
|
)
|
|
—
|
|
|
(0.94
|
)
|
|
19.08
|
|
1.93
|
|
|
112,723
|
1.00
|
|
4.81
|
|
32
|
|
2018
|
|
19.64
|
|
|
0.79
|
|
|
0.05
|
|
|
0.84
|
|
|
|
(0.83
|
)
|
|
—
|
|
|
(0.83
|
)
|
|
19.65
|
|
4.40
|
|
|
220,648
|
1.04
|
|
4.02
|
|
33
|
|
2017
|
|
19.71
|
|
|
0.78
|
|
|
0.18
|
|
|
0.96
|
|
|
|
(1.03
|
)
|
|
—
|
|
|
(1.03
|
)
|
|
19.64
|
|
4.95
|
|
|
257,236
|
0.99
|
|
3.96
|
|
58
|
|
Class C (5/11)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
17.80
|
|
|
0.59
|
|
|
1.31
|
|
|
1.90
|
|
|
|
(0.64
|
)
|
|
—
|
|
|
(0.64
|
)
|
|
19.06
|
|
10.79
|
|
|
34,192
|
1.78
|
|
3.14
|
|
52
|
|
2020
|
|
19.08
|
|
|
0.66
|
|
|
(1.14
|
)
|
|
(0.48
|
)
|
|
|
(0.80
|
)
|
|
—
|
|
|
(0.80
|
)
|
|
17.80
|
|
(2.50
|
)
|
|
33,375
|
1.76
|
|
3.66
|
|
63
|
|
2019
|
|
19.65
|
|
|
0.79
|
|
|
(0.56
|
)
|
|
0.23
|
|
|
|
(0.80
|
)
|
|
—
|
|
|
(0.80
|
)
|
|
19.08
|
|
1.21
|
|
|
53,639
|
1.75
|
|
4.10
|
|
32
|
|
2018
|
|
19.63
|
|
|
0.64
|
|
|
0.06
|
|
|
0.70
|
|
|
|
(0.68
|
)
|
|
—
|
|
|
(0.68
|
)
|
|
19.65
|
|
3.61
|
|
|
87,289
|
1.79
|
|
3.28
|
|
33
|
|
2017
|
|
19.71
|
|
|
0.64
|
|
|
0.16
|
|
|
0.80
|
|
|
|
(0.88
|
)
|
|
—
|
|
|
(0.88
|
)
|
|
19.63
|
|
4.12
|
|
|
90,616
|
1.74
|
|
3.22
|
|
58
|
|
Class R6 (1/15)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
17.88
|
|
|
0.79
|
|
|
1.33
|
|
|
2.12
|
|
|
|
(0.84
|
)
|
|
—
|
|
|
(0.84
|
)
|
|
19.16
|
|
12.03
|
|
|
83,970
|
0.70
|
|
4.20
|
|
52
|
|
2020
|
|
19.17
|
|
|
0.86
|
|
|
(1.15
|
)
|
|
(0.29
|
)
|
|
|
(1.00
|
)
|
|
—
|
|
|
(1.00
|
)
|
|
17.88
|
|
(1.46
|
)
|
|
55,634
|
0.67
|
|
4.75
|
|
63
|
|
2019
|
|
19.73
|
|
|
1.06
|
|
|
(0.62
|
)
|
|
0.44
|
|
|
|
(1.00
|
)
|
|
—
|
|
|
(1.00
|
)
|
|
19.17
|
|
2.34
|
|
|
54,122
|
0.66
|
|
5.53
|
|
32
|
|
2018
|
|
19.68
|
|
|
0.90
|
|
|
0.02
|
|
|
0.92
|
|
|
|
(0.87
|
)
|
|
—
|
|
|
(0.87
|
)
|
|
19.73
|
|
4.80
|
|
|
2,298
|
0.65
|
|
4.58
|
|
33
|
|
2017
|
|
19.74
|
|
|
0.86
|
|
|
0.16
|
|
|
1.02
|
|
|
|
(1.08
|
)
|
|
—
|
|
|
(1.08
|
)
|
|
19.68
|
|
5.26
|
|
|
1,114
|
0.66
|
|
4.33
|
|
58
|
|
Class I (5/11)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
17.81
|
|
|
0.77
|
|
|
1.32
|
|
|
2.09
|
|
|
|
(0.82
|
)
|
|
—
|
|
|
(0.82
|
)
|
|
19.08
|
|
11.93
|
|
|
828,572
|
0.78
|
|
4.10
|
|
52
|
|
2020
|
|
19.10
|
|
|
0.84
|
|
|
(1.15
|
)
|
|
(0.31
|
)
|
|
|
(0.98
|
)
|
|
—
|
|
|
(0.98
|
)
|
|
17.81
|
|
(1.56
|
)
|
|
535,410
|
0.76
|
|
4.65
|
|
63
|
|
2019
|
|
19.67
|
|
|
0.97
|
|
|
(0.55
|
)
|
|
0.42
|
|
|
|
(0.99
|
)
|
|
—
|
|
|
(0.99
|
)
|
|
19.10
|
|
2.24
|
|
|
895,304
|
0.76
|
|
5.04
|
|
32
|
|
2018
|
|
19.65
|
|
|
0.84
|
|
|
0.05
|
|
|
0.89
|
|
|
|
(0.87
|
)
|
|
—
|
|
|
(0.87
|
)
|
|
19.67
|
|
4.65
|
|
|
2,126,985
|
0.79
|
|
4.29
|
|
33
|
|
2017
|
|
19.72
|
|
|
0.82
|
|
|
0.19
|
|
|
1.01
|
|
|
|
(1.08
|
)
|
|
—
|
|
|
(1.08
|
)
|
|
19.65
|
|
5.20
|
|
|
1,866,183
|
0.75
|
|
4.20
|
|
58
|
|
(a)
|
Per share Net Investment Income (Loss) is calculated using the average daily shares method.
|
(b)
|
Total return is the combination of changes in NAV without any sales charge, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. Total returns are not annualized.
|
(c)
|
After fee waiver and/or expense reimbursement from Nuveen Fund Advisors, where applicable.
|
(d)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales divided by the average long-term market value during the period.
|
Section 5 Financial Highlights
|
75
|
Class (Commencement Date)
|
|
Investment Operations
|
|
Less Distributions
|
|
|
Ratios/Supplemental Data
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of
|
Investment
|
|
|||||||||||||||||||||
|
|
Net
|
Net
|
|
|
From
|
From
|
|
|
|
Ending
|
Expenses
|
Income (Loss)
|
|
|||||||||||||||||||||
|
|
Investment
|
Realized/
|
|
|
Net
|
Accumulated
|
|
|
|
Net
|
to Average
|
to Average
|
Portfolio
|
|||||||||||||||||||||
Year Ended
|
Beginning
|
Income
|
Unrealized
|
|
|
Investment
|
Net Realized
|
|
Ending
|
Total
|
Assets
|
Net
|
Net
|
Turnover
|
|||||||||||||||||||||
September 30:
|
NAV
|
(Loss)(a)
|
Gain (Loss)
|
Total
|
|
Income
|
Gains
|
Total
|
NAV
|
Return(b)
|
(000)
|
Assets(c)
|
Assets(c)
|
Rate(d)
|
|||||||||||||||||||||
Class A (4/10)
|
|||||||||||||||||||||||||||||||||||
2021
|
$
|
18.51
|
|
$
|
0.86
|
|
$
|
1.40
|
|
$
|
2.26
|
|
|
$
|
(1.00
|
)
|
$
|
—
|
|
$
|
(1.00
|
)
|
$
|
19.77
|
|
12.44
|
%
|
$
|
53,994
|
0.99
|
%
|
4.40
|
%
|
134
|
%
|
2020
|
|
20.16
|
|
|
1.04
|
|
|
(1.57
|
)
|
|
(0.53
|
)
|
|
|
(1.12
|
)
|
|
—
|
|
|
(1.12
|
)
|
|
18.51
|
|
(2.58
|
)
|
|
39,747
|
1.00
|
|
5.43
|
|
128
|
|
2019
|
|
20.14
|
|
|
1.03
|
|
|
0.07
|
|
|
1.10
|
|
|
|
(1.08
|
)
|
|
—
|
|
|
(1.08
|
)
|
|
20.16
|
|
5.73
|
|
|
47,647
|
1.00
|
|
5.22
|
|
70
|
|
2018
|
|
20.36
|
|
|
1.04
|
|
|
(0.12
|
)
|
|
0.92
|
|
|
|
(1.14
|
)
|
|
—
|
|
|
(1.14
|
)
|
|
20.14
|
|
4.68
|
|
|
52,494
|
1.00
|
|
5.19
|
|
43
|
|
2017
|
|
20.11
|
|
|
1.25
|
|
|
0.50
|
|
|
1.75
|
|
|
|
(1.50
|
)
|
|
—
|
|
|
(1.50
|
)
|
|
20.36
|
|
8.95
|
|
|
86,950
|
0.99
|
|
6.14
|
|
55
|
|
Class C (4/10)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
18.49
|
|
|
0.72
|
|
|
1.40
|
|
|
2.12
|
|
|
|
(0.86
|
)
|
|
—
|
|
|
(0.86
|
)
|
|
19.75
|
|
11.61
|
|
|
30,391
|
1.75
|
|
3.69
|
|
134
|
|
2020
|
|
20.14
|
|
|
0.89
|
|
|
(1.56
|
)
|
|
(0.67
|
)
|
|
|
(0.98
|
)
|
|
—
|
|
|
(0.98
|
)
|
|
18.49
|
|
(3.33
|
)
|
|
36,222
|
1.75
|
|
4.70
|
|
128
|
|
2019
|
|
20.11
|
|
|
0.88
|
|
|
0.08
|
|
|
0.96
|
|
|
|
(0.93
|
)
|
|
—
|
|
|
(0.93
|
)
|
|
20.14
|
|
4.94
|
|
|
54,408
|
1.75
|
|
4.47
|
|
70
|
|
2018
|
|
20.33
|
|
|
0.89
|
|
|
(0.13
|
)
|
|
0.76
|
|
|
|
(0.98
|
)
|
|
—
|
|
|
(0.98
|
)
|
|
20.11
|
|
3.93
|
|
|
63,854
|
1.75
|
|
4.43
|
|
43
|
|
2017
|
|
20.08
|
|
|
1.11
|
|
|
0.49
|
|
|
1.60
|
|
|
|
(1.35
|
)
|
|
—
|
|
|
(1.35
|
)
|
|
20.33
|
|
8.15
|
|
|
80,828
|
1.74
|
|
5.45
|
|
55
|
|
Class R6 (10/14)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
18.60
|
|
|
0.93
|
|
|
1.42
|
|
|
2.35
|
|
|
|
(1.07
|
)
|
|
—
|
|
|
(1.07
|
)
|
|
19.88
|
|
12.87
|
|
|
7,568
|
0.63
|
|
4.78
|
|
134
|
|
2020
|
|
20.25
|
|
|
1.11
|
|
|
(1.57
|
)
|
|
(0.46
|
)
|
|
|
(1.19
|
)
|
|
—
|
|
|
(1.19
|
)
|
|
18.60
|
|
(2.19
|
)
|
|
6,567
|
0.63
|
|
5.82
|
|
128
|
|
2019
|
|
20.22
|
|
|
1.11
|
|
|
0.07
|
|
|
1.18
|
|
|
|
(1.15
|
)
|
|
—
|
|
|
(1.15
|
)
|
|
20.25
|
|
6.09
|
|
|
6,651
|
0.64
|
|
5.58
|
|
70
|
|
2018
|
|
20.42
|
|
|
1.12
|
|
|
(0.13
|
)
|
|
0.99
|
|
|
|
(1.19
|
)
|
|
—
|
|
|
(1.19
|
)
|
|
20.22
|
|
5.09
|
|
|
7,064
|
0.64
|
|
5.54
|
|
43
|
|
2017
|
|
20.14
|
|
|
1.39
|
|
|
0.45
|
|
|
1.84
|
|
|
|
(1.56
|
)
|
|
—
|
|
|
(1.56
|
)
|
|
20.42
|
|
9.32
|
|
|
4,494
|
0.67
|
|
6.76
|
|
55
|
|
Class I (4/10)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
18.53
|
|
|
0.91
|
|
|
1.40
|
|
|
2.31
|
|
|
|
(1.05
|
)
|
|
—
|
|
|
(1.05
|
)
|
|
19.79
|
|
12.69
|
|
|
579,139
|
0.74
|
|
4.66
|
|
134
|
|
2020
|
|
20.17
|
|
|
1.08
|
|
|
(1.55
|
)
|
|
(0.47
|
)
|
|
|
(1.17
|
)
|
|
—
|
|
|
(1.17
|
)
|
|
18.53
|
|
(2.29
|
)
|
|
427,818
|
0.75
|
|
5.67
|
|
128
|
|
2019
|
|
20.15
|
|
|
1.08
|
|
|
0.07
|
|
|
1.15
|
|
|
|
(1.13
|
)
|
|
—
|
|
|
(1.13
|
)
|
|
20.17
|
|
5.98
|
|
|
492,539
|
0.75
|
|
5.45
|
|
70
|
|
2018
|
|
20.37
|
|
|
1.10
|
|
|
(0.13
|
)
|
|
0.97
|
|
|
|
(1.19
|
)
|
|
—
|
|
|
(1.19
|
)
|
|
20.15
|
|
4.93
|
|
|
586,060
|
0.75
|
|
5.45
|
|
43
|
|
2017
|
|
20.11
|
|
|
1.28
|
|
|
0.53
|
|
|
1.81
|
|
|
|
(1.55
|
)
|
|
—
|
|
|
(1.55
|
)
|
|
20.37
|
|
9.26
|
|
|
556,776
|
0.74
|
|
6.31
|
|
55
|
|
(a)
|
Per share Net Investment Income (Loss) is calculated using the average daily shares method.
|
(b)
|
Total return is the combination of changes in NAV without any sales charge, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. Total returns are not annualized.
|
(c)
|
After fee waiver and/or expense reimbursement from Nuveen Fund Advisors, where applicable.
|
(d)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales divided by the average long-term market value during the period.
|
76
|
Section 5 Financial Highlights
|
Class (Commencement Date)
|
|
Investment Operations
|
|
Less Distributions
|
|
|
Ratios/Supplemental Data
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of
|
Investment
|
|
|||||||||||||||||||||
|
|
Net
|
Net
|
|
|
From
|
From
|
|
|
|
Ending
|
Expenses
|
Income (Loss)
|
|
|||||||||||||||||||||
|
|
Investment
|
Realized/
|
|
|
Net
|
Accumulated
|
|
|
|
Net
|
to Average
|
to Average
|
Portfolio
|
|||||||||||||||||||||
Year Ended
|
Beginning
|
Income
|
Unrealized
|
|
|
Investment
|
Net Realized
|
|
Ending
|
Total
|
Assets
|
Net
|
Net
|
Turnover
|
|||||||||||||||||||||
September 30:
|
NAV
|
(Loss)(a)
|
Gain (Loss)
|
Total
|
|
Income
|
Gains
|
Total
|
NAV
|
Return(b)
|
(000)
|
Assets(c)
|
Assets(c)
|
Rate(d)
|
|||||||||||||||||||||
Class A (12/06)
|
|||||||||||||||||||||||||||||||||||
2021
|
$
|
16.73
|
|
$
|
0.76
|
|
$
|
1.18
|
|
$
|
1.94
|
|
|
$
|
(0.83
|
)
|
$
|
—
|
|
$
|
(0.83
|
)
|
$
|
17.84
|
|
11.79
|
%
|
$
|
597,657
|
0.99
|
%
|
4.32
|
%
|
14
|
%
|
2020
|
|
17.21
|
|
|
0.83
|
|
|
(0.45
|
)
|
|
0.38
|
|
|
|
(0.86
|
)
|
|
—
|
|
|
(0.86
|
)
|
|
16.73
|
|
2.33
|
|
|
458,391
|
1.03
|
|
4.97
|
|
37
|
|
2019
|
|
16.75
|
|
|
0.90
|
|
|
0.46
|
|
|
1.36
|
|
|
|
(0.90
|
)
|
|
—
|
|
|
(0.90
|
)
|
|
17.21
|
|
8.45
|
|
|
416,289
|
1.03
|
|
5.44
|
|
34
|
|
2018
|
|
17.72
|
|
|
0.90
|
|
|
(0.97
|
)
|
|
(0.07
|
)
|
|
|
(0.90
|
)
|
|
—
|
|
|
(0.90
|
)
|
|
16.75
|
|
(0.39
|
)
|
|
383,353
|
1.03
|
|
5.20
|
|
30
|
|
2017
|
|
17.14
|
|
|
0.90
|
|
|
0.62
|
|
|
1.52
|
|
|
|
(0.94
|
)
|
|
—
|
|
|
(0.94
|
)
|
|
17.72
|
|
9.11
|
|
|
458,980
|
1.04
|
|
5.19
|
|
9
|
|
Class C (12/06)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
16.74
|
|
|
0.63
|
|
|
1.18
|
|
|
1.81
|
|
|
|
(0.70
|
)
|
|
—
|
|
|
(0.70
|
)
|
|
17.85
|
|
10.96
|
|
|
232,618
|
1.74
|
|
3.57
|
|
14
|
|
2020
|
|
17.21
|
|
|
0.70
|
|
|
(0.44
|
)
|
|
0.26
|
|
|
|
(0.73
|
)
|
|
—
|
|
|
(0.73
|
)
|
|
16.74
|
|
1.63
|
|
|
235,790
|
1.78
|
|
4.21
|
|
37
|
|
2019
|
|
16.77
|
|
|
0.78
|
|
|
0.44
|
|
|
1.22
|
|
|
|
(0.78
|
)
|
|
—
|
|
|
(0.78
|
)
|
|
17.21
|
|
7.54
|
|
|
260,290
|
1.79
|
|
4.69
|
|
34
|
|
2018
|
|
17.73
|
|
|
0.77
|
|
|
(0.96
|
)
|
|
(0.19
|
)
|
|
|
(0.77
|
)
|
|
—
|
|
|
(0.77
|
)
|
|
16.77
|
|
(1.07
|
)
|
|
276,059
|
1.78
|
|
4.47
|
|
30
|
|
2017
|
|
17.15
|
|
|
0.77
|
|
|
0.62
|
|
|
1.39
|
|
|
|
(0.81
|
)
|
|
—
|
|
|
(0.81
|
)
|
|
17.73
|
|
8.31
|
|
|
291,647
|
1.79
|
|
4.46
|
|
9
|
|
Class R6 (6/16)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
16.77
|
|
|
0.83
|
|
|
1.18
|
|
|
2.01
|
|
|
|
(0.89
|
)
|
|
—
|
|
|
(0.89
|
)
|
|
17.89
|
|
12.16
|
|
|
944,235
|
0.68
|
|
4.65
|
|
14
|
|
2020
|
|
17.25
|
|
|
0.89
|
|
|
(0.46
|
)
|
|
0.43
|
|
|
|
(0.91
|
)
|
|
—
|
|
|
(0.91
|
)
|
|
16.77
|
|
2.66
|
|
|
453,348
|
0.69
|
|
5.32
|
|
37
|
|
2019
|
|
16.79
|
|
|
0.95
|
|
|
0.46
|
|
|
1.41
|
|
|
|
(0.95
|
)
|
|
—
|
|
|
(0.95
|
)
|
|
17.25
|
|
8.77
|
|
|
382,299
|
0.70
|
|
5.73
|
|
34
|
|
2018
|
|
17.74
|
|
|
0.97
|
|
|
(0.97
|
)
|
|
—
|
|
|
|
(0.95
|
)
|
|
—
|
|
|
(0.95
|
)
|
|
16.79
|
|
(0.01
|
)
|
|
673,119
|
0.71
|
|
5.63
|
|
30
|
|
2017
|
|
17.15
|
|
|
0.95
|
|
|
0.62
|
|
|
1.57
|
|
|
|
(0.98
|
)
|
|
—
|
|
|
(0.98
|
)
|
|
17.74
|
|
9.42
|
|
|
4,021
|
0.72
|
|
5.51
|
|
9
|
|
Class I (12/06)
|
|||||||||||||||||||||||||||||||||||
2021
|
|
16.74
|
|
|
0.81
|
|
|
1.19
|
|
|
2.00
|
|
|
|
(0.88
|
)
|
|
—
|
|
|
(0.88
|
)
|
|
17.86
|
|
12.11
|
|
|
3,842,118
|
0.74
|
|
4.57
|
|
14
|
|
2020
|
|
17.22
|
|
|
0.87
|
|
|
(0.45
|
)
|
|
0.42
|
|
|
|
(0.90
|
)
|
|
—
|
|
|
(0.90
|
)
|
|
16.74
|
|
2.57
|
|
|
2,792,500
|
0.78
|
|
5.20
|
|
37
|
|
2019
|
|
16.77
|
|
|
0.95
|
|
|
0.44
|
|
|
1.39
|
|
|
|
(0.94
|
)
|
|
—
|
|
|
(0.94
|
)
|
|
17.22
|
|
8.66
|
|
|
2,800,599
|
0.78
|
|
5.69
|
|
34
|
|
2018
|
|
17.73
|
|
|
0.94
|
|
|
(0.95
|
)
|
|
(0.01
|
)
|
|
|
(0.95
|
)
|
|
—
|
|
|
(0.95
|
)
|
|
16.77
|
|
(0.09
|
)
|
|
2,650,158
|
0.78
|
|
5.47
|
|
30
|
|
2017
|
|
17.14
|
|
|
0.95
|
|
|
0.62
|
|
|
1.57
|
|
|
|
(0.98
|
)
|
|
—
|
|
|
(0.98
|
)
|
|
17.73
|
|
9.43
|
|
|
3,035,551
|
0.78
|
|
5.47
|
|
9
|
|
(a)
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Per share Net Investment Income (Loss) is calculated using the average daily shares method.
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(b)
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Total return is the combination of changes in NAV without any sales charge, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. Total returns are not annualized.
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(c)
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The Fund has a contractual fee waiver/expense reimbursement agreement with Nuveen Fund Advisors, but did not receive a fee waiver/expense reimbursement during the periods presented herein.
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(d)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales divided by the average long-term market value during the period.
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Section 5 Financial Highlights
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77
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MPR-GFI-0122D
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January 31, 2022 |
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Nuveen Flexible Income Fund
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Ticker Symbols: Class A—NWQAX, Class C—NWQCX, Class R6—NQWFX, Class I—NWQIX |
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Nuveen Preferred Securities and Income Fund |
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Ticker Symbols: Class A—NPSAX, Class C—NPSCX, Class R6—NPSFX, Class I—NPSRX |
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STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information (“SAI”) is not a prospectus. This SAI relates to, and should be read in conjunction with, the Prospectus dated January 31, 2022 for Nuveen Flexible Income Fund and Nuveen Preferred Securities and Income Fund (each, a “Fund,” and collectively, the “Funds”), each a series of Nuveen Investment Trust V. A Prospectus may be obtained without charge from certain securities representatives, banks and other financial institutions that have entered into sales agreements with Nuveen Securities, LLC (the “Distributor”), or from a Fund, by written request to the applicable Fund, c/o Nuveen Funds, P.O. Box 219140, Kansas City, Missouri 64121-9140, or by calling (800) 257-8787.
The audited financial statements for each Fund’s most recent fiscal year appear in the Fund’s Annual Report dated September 30, 2021, which is incorporated herein by reference and is available without charge by calling (800) 257-8787.
TABLE OF CONTENTS
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Reduction or Elimination of Up-Front Sales Charge on Class A Shares |
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Reduction or Elimination of Contingent Deferred Sales Charge |
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Additional Payments to Financial Intermediaries and Other Payments |
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Appendix B – ISS United States Proxy Voting Guidelines |
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GENERAL INFORMATION
The Funds are diversified series of Nuveen Investment Trust V (the “Trust”), an open-end management investment company organized as a Massachusetts business trust on September 27, 2006. Each series of the Trust represents shares of beneficial interest in a separate portfolio of securities and other assets, with its own objective(s) and policies. Currently, three series of the Trust are authorized and outstanding. Nuveen Flexible Income Fund was formerly named Nuveen NWQ Flexible Income Fund and Nuveen NWQ Preferred Securities Fund. Nuveen Preferred Securities and Income Fund was formerly named Nuveen Preferred Securities Fund. The Fund’s investment adviser is Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors” or the “Adviser”). The Fund’s sub-adviser is Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”).
Nuveen Fund Advisors and its affiliate, Teachers Advisors, LLC (“TAL”), are both wholly owned subsidiaries of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). As a result of their common ownership by Nuveen, LLC and, ultimately, TIAA, Nuveen Fund Advisors and TAL are considered affiliated persons under common control, and the registered investment companies managed by each are considered to be part of the same group of investment companies.
Certain matters under the Investment Company Act of 1940, as amended (the “1940 Act”), which must be submitted to a vote of the holders of the outstanding voting securities of a series, shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting shares of each series affected by such matter.
INVESTMENT RESTRICTIONS
Fundamental Investment Restrictions and Policies
Nuveen Flexible Income Fund
The investment objective and certain investment policies of the Fund are described in the Prospectus for the Fund. The Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the Fund’s outstanding voting shares:
(1) With respect to 75% of its total assets, purchase the securities of any issuer (except securities issued or guaranteed by the United States government or any agency or instrumentality thereof) if, as a result, (i) more than 5% of the Fund’s total assets would be invested in securities of that issuer at the time of purchase, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.
(2) Borrow money, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act.
(3) Act as an underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the purchase and sale of portfolio securities.
(4) Make loans, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act.
(5) Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments; but this restriction shall not prohibit the Fund from investing in options on commodity indices, commodity futures contracts and options thereon, commodity-related swap agreements, other commodity-related derivative instruments, and investment companies that provide exposure to commodities.
(6) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prohibit the Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities).
(7) Issue senior securities, except as permitted under the 1940 Act.
(8) Purchase the securities of any issuer if, as a result, 25% or more of the Fund’s total assets would be invested in the securities of issuers whose principal business activities are in the same industry; except that this restriction shall not be applicable to securities issued or guaranteed by the U.S. government or any agency or instrumentality thereof.
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Except with respect to the limitation set forth in number (2) above, the foregoing restrictions and limitations will apply only at the time of purchase of securities, and the percentage limitations will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities, unless otherwise indicated.
For purposes of applying the limitations set forth in numbers (2) and (7) above, under the 1940 Act as currently in effect, the Fund is not permitted to issue senior securities, except that the Fund may borrow from any bank if immediately after such borrowing the value of the Fund’s total assets is at least 300% of the principal amount of all of the Fund’s borrowings (i.e., the principal amount of the borrowings may not exceed 33⅓% of the Fund’s total assets). In the event that such asset coverage shall at any time fall below 300%, the Fund shall, within three calendar days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of such borrowing shall be at least 300%. No exemptive orders have been issued with respect to the limitation set forth in number (2).
For purposes of applying the limitation set forth in number (4) above, there are no limitations with respect to unsecured loans made by the Fund to an unaffiliated party. However, if the Fund loans its portfolio securities, the obligation on the part of the Fund to return collateral upon termination of the loan could be deemed to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid violation of Section 18(f), the Fund may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value (at market value computed at the time of making a loan) would be on loan. No exemptive orders have been issued with respect to the limitation set forth in number (4).
For purposes of applying the limitation set forth in number (8) above, issuers of the following securities will not be considered to be members of any industry: securities of the U.S. government and its agencies or instrumentalities; except as set forth in the following sentence, tax-exempt securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. To the extent that the income from a municipal bond is derived principally from the assets and revenues of non-governmental users, the securities will be deemed to be from the industry of that non-governmental user. To the extent the Fund invests in other investment companies, it will consider the investments of the underlying investment companies when determining compliance with the limitation set forth in number (8) above, to the extent the Fund has sufficient information about such investments. For purposes of this limitation, all sovereign debt of a single country will be considered investments in a single industry.
Where a security is guaranteed by a governmental entity or some other facility, such as a bank guarantee or letter of credit, such a guarantee or letter of credit would be considered a separate security and would be treated as an issue of such government, other entity or bank.
For purposes of applying the limitation set forth in number (8) above, the Fund classifies asset-backed securities in its portfolio in separate industries based upon a combination of the industry of the issuer or sponsor and the type of collateral. The industry of the issuer or sponsor and the type of collateral will be determined by the Adviser. For example, an asset-backed security known as “Money Store 94-D A2” would be classified as follows: the issuer or sponsor of the security is The Money Store, a personal finance company, and the collateral underlying the security is automobile receivables. Therefore, the industry classification would be Personal Finance Companies—Automobile. Similarly, an asset-backed security known as “Midlantic Automobile Grantor Trust 1992-1 B” would be classified as follows: the issuer or sponsor of the security is Midlantic National Bank, a banking organization, and the collateral underlying the security is automobile receivables. Therefore, the industry classification would be Banks—Automobile. Thus, an issuer or sponsor may be included in more than one “industry” classification, as may a particular type of collateral.
The foregoing fundamental investment policies, together with the investment objective of the Fund, cannot be changed without approval by holders of a “majority of the Fund’s outstanding voting shares.” As defined in the 1940 Act, this means the vote of (i) 67% or more of the Fund’s shares present at a meeting, if the holders of more than 50% of the Fund’s shares are present or represented by proxy, or (ii) more than 50% of the Fund’s shares, whichever is less.
Nuveen Preferred Securities and Income Fund
The investment objective and certain investment policies of the Fund are described in the Prospectus for the Fund. The Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the Fund’s outstanding voting shares:
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(1) Borrow money, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act.
(2) Act as an underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the purchase and sale of portfolio securities.
(3) Make loans, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act.
(4) Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments; but this restriction shall not prohibit the Fund from investing in options on commodity indices, commodity futures contracts and options thereon, commodity-related swap agreements, other commodity-related derivative instruments, and investment companies that provide exposure to commodities.
(5) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prohibit the Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities).
(6) Issue senior securities, except as permitted under the 1940 Act.
(7) Purchase the securities of any issuer if, as a result, 25% or more of the Fund’s total assets would be invested in the securities of issuers whose principal business activities are in the same industry; except that this restriction shall not be applicable to securities issued by financial services companies or securities issued or guaranteed by the U.S. government or any agency or instrumentality thereof.
(8) Make any investment inconsistent with the Fund’s classification as a diversified company under the 1940 Act.
Except with respect to the limitation set forth in number (1) above, the foregoing restrictions and limitations will apply only at the time of purchase of securities, and the percentage limitations will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities, unless otherwise indicated.
For purposes of applying the limitations set forth in numbers (1) and (6) above, under the 1940 Act as currently in effect, the Fund is not permitted to issue senior securities, except that the Fund may borrow from any bank if immediately after such borrowing the value of the Fund’s total assets is at least 300% of the principal amount of all of the Fund’s borrowings (i.e., the principal amount of the borrowings may not exceed 33⅓% of the Fund’s total assets). In the event that such asset coverage shall at any time fall below 300%, the Fund shall, within three calendar days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of such borrowing shall be at least 300%. No exemptive orders have been issued with respect to the limitation set forth in number (1).
For purposes of applying the limitation set forth in number (3) above, there are no limitations with respect to unsecured loans made by the Fund to an unaffiliated party. However, if the Fund loans its portfolio securities, the obligation on the part of the Fund to return collateral upon termination of the loan could be deemed to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid violation of Section 18(f), the Fund may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value (at market value computed at the time of making a loan) would be on loan. No exemptive orders have been issued with respect to the limitation set forth in number (3).
For purposes of applying the limitation set forth in number (7) above, issuers of the following securities will not be considered to be members of any industry: securities of the U.S. government and its agencies or instrumentalities; except as set forth in the following sentence, tax-exempt securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. To the extent that the income from a municipal bond is derived principally from the assets and revenues of non-governmental users, the securities will be deemed to be from the industry of that non-governmental user. To the extent the Fund invests in other investment companies, it will consider the investments of the underlying investment companies when determining compliance with the limitation set forth in number (7) above, to the extent the Fund has sufficient information about such investments. For purposes of this limitation, all sovereign debt of a single country will be considered investments in a single industry.
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Where a security is guaranteed by a governmental entity or some other facility, such as a bank guarantee or letter of credit, such a guarantee or letter of credit would be considered a separate security and would be treated as an issue of such government, other entity or bank.
With respect to the limitation in number (8) above, the Fund is currently classified as a diversified fund under the 1940 Act. This means that the Fund may not purchase securities of an issuer (other than (i) securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, (ii) repurchase agreements fully collateralized by U.S. government securities, or (iii) securities issued by other investment companies) if, with respect to 75% of its total assets, (i) more than 5% of the Fund’s total assets would be invested in securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. With respect to the remaining 25% of total assets, the Fund can invest more than 5% of its assets in one issuer.
The foregoing fundamental investment policies, together with the investment objective of the Fund, cannot be changed without approval by holders of a “majority of the Fund’s outstanding voting shares.” As defined in the 1940 Act, this means the vote of (i) 67% or more of the Fund’s shares present at a meeting, if the holders of more than 50% of the Fund’s shares are present or represented by proxy, or (ii) more than 50% of the Fund’s shares, whichever is less.
Non-Fundamental Investment Restrictions and Policies
All Funds
In addition to the foregoing fundamental investment policies, each Fund is also subject to the following non-fundamental restrictions and policies, which may be changed by the Board of Trustees.
A Fund may not:
(1) Acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments.
(2) Acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on subparagraph (F) or subparagraph (G) of Section 12(d)(1) of the 1940 Act.
(3) Invest directly in futures, options on futures and swaps to the extent that the Adviser would be required to register with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator. See “Investment Policies and Techniques—Derivatives—Limitations on the Use of CFTC-Regulated Futures, Options on Futures and Swaps.”
For purposes of number (1) above, each Fund will monitor portfolio liquidity on an ongoing basis and, in the event that more than 15% of a Fund’s net assets are invested in illiquid investments, the Fund will reduce such holdings to at or below the 15% limit within a reasonable period of time. The term “illiquid investments” has the same meaning as given in Rule 22e-4 under the 1940 Act and associated guidance.
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Funds’ investment objectives, principal investment strategies, policies and techniques that appears in the Prospectus for the Funds. Additional information concerning principal investment strategies of the Funds, and other investment strategies that may be used by the Funds, is set forth below in alphabetical order.
If a percentage limitation on investments by a Fund stated in this SAI or its Prospectus is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in asset value will not be deemed to violate the limitation except in the case of the limitations on borrowing. To the extent a Fund is limited to investing in securities with specified ratings or of a certain credit quality, the Fund is not required to sell a security if its rating is reduced or its credit quality declines after purchase, but may consider doing so. In connection with a Fund’s ratings restrictions, any reference in this SAI or the Prospectus to a specific rating encompasses all gradations of that rating (e.g., if this SAI or the Prospectus states that a Fund may invest in securities rated as low as B, the Fund may invest in securities rated B-). Descriptions of the rating categories of Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”), Fitch, Inc. (“Fitch”) and Moody’s Investors Service, Inc. (“Moody’s”) are contained in Appendix A. The descriptions in Appendix A are provided for illustrative purposes only. A Fund may consider ratings given by Standard & Poor’s, Fitch, Moody’s or any other Nationally Recognized Statistical Rating Organization (“NRSRO”) or, for unrated
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securities, ratings assigned by the Sub-Adviser, when determining whether it is in compliance with the ratings and credit quality limitations on investments by the Fund stated in this SAI or the Prospectus.
References in this section to the Adviser also apply, to the extent applicable, to the Sub-Adviser of the Funds.
Asset Coverage Requirements
Consistent with the Securities and Exchange Commission ("SEC") staff guidance, a Fund will only engage in transactions that expose it to an obligation to another party if it owns either (a) an offsetting position for the same type of financial asset or (b) cash or liquid securities, designated on the Fund’s books or held in a segregated account, with a value sufficient at all times to cover its potential obligations not covered as provided in (a). Examples of transactions governed by these asset coverage requirements include, for example, options, futures contracts and options on futures contracts, forward currency contracts, short sales, swaps and when-issued and delayed delivery transactions. Assets used as offsetting positions, designated on a Fund’s books, or held in a segregated account cannot be sold while the positions requiring cover are open unless replaced with other appropriate assets. As a result, the commitment of a large portion of assets to be used as offsetting positions or to be designated or segregated in such a manner could impede portfolio management or the ability to meet redemption requests or other current obligations.
In the case of short sales, Nuveen Flexible Income Fund must designate liquid assets it owns, other than the short sale proceeds, as segregated assets in an amount equal to its obligation to purchase the securities sold short. If the lending broker requires the Fund to deposit collateral (in addition to the short sales proceeds that the broker holds during the period of the short sale), the amount of the additional collateral may be deducted in determining the amount of cash or liquid assets the Fund is required to segregate to cover the short sale obligation.
To the extent a Fund writes a credit default swap, the Fund must set aside or earmark liquid assets equal to such contracts’ full notional value (generally, the total numerical value of the asset underlying a credit default swap at the time of valuation) while the positions are open. In the case of long positions in futures contracts that are not contractually required to cash settle, a Fund may set aside or earmark liquid assets or enter into offsetting positions equal to such contracts’ full notional value, less any margin on deposit for liquid assets, while the positions are open. In the case of short positions in futures contracts that are not contractually required to cash settle, a Fund may set aside or earmark liquid assets or enter into offsetting positions equal to such contracts’ current market value, less any margin on deposit for liquid assets, while the positions are open. With respect to futures contracts that are contractually required to cash settle, however, a Fund is permitted to set aside or earmark liquid assets or enter into an offsetting position in an amount equal to the Fund’s daily mark-to-market net obligation (i.e., the Fund’s daily net liability) under the contracts, if any, rather than such contracts’ full notional value. By setting aside or earmarking assets equal to only its net obligations under cash-settled futures contracts, a Fund may employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts.
The SEC recently adopted new Rule 18f-4 under the 1940 Act, which imposes limits on the amount of derivatives a Fund can enter into and replaces the asset segregation framework previously used by the Funds to comply with Section 18 of the 1940 Act, among other requirements. The Funds will comply with the new rule’s asset segregation framework and other requirements upon the SEC’s compliance date in 2022.
The Funds reserve the right to modify their policies in the future to comply with any changes in the positions from time to time articulated by the SEC or its staff, such as the SEC’s recently adopted Rule 18f-4, regarding asset segregation.
Borrowing
Joint Credit Agreement
The Funds, along with certain other funds managed by the Adviser (“Participating Funds”), are parties to a 364-day, approximately $2.635 billion credit agreement with a group of lenders (the “Credit Agreement”), which expires in June 2022, unless extended or renewed. The Funds may borrow under the Credit Agreement to meet shareholder redemptions and for other lawful temporary purposes. Borrowing results in interest expense and being a Participating Fund results in other fees and expenses, which may increase a Fund’s net expenses and reduce the Fund’s return. In addition, borrowing by a Fund may create leverage by increasing a Fund’s investment exposure. This will result in any changes in the Fund’s
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net asset value, either positive or negative, being greater than they would have been if the Fund had not borrowed. Participating Funds have been allocated different first priority portions of the committed amount of the credit facility based primarily on the expected likelihood and extent of the need to borrow under the Credit Agreement. Administration, legal, arrangement, upfront and undrawn fees under the Credit Agreement are allocated among Participating Funds based upon these first priority portions of the aggregate commitment available to them and other factors deemed relevant by the Adviser and the Board of each Participating Fund, while fees on any amounts drawn by a Participating Fund under the Credit Agreement are borne by that Participating Fund.
Inter-Fund Borrowing and Lending
The SEC has granted an exemptive order permitting registered open-end and closed-end Nuveen Funds to participate in an inter-fund lending facility whereby the Nuveen Funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests or when a sale of securities “fails,” resulting in an unanticipated cash shortfall) (the “Inter-Fund Program”). The closed-end Nuveen Funds will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no Nuveen Fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no Nuveen Fund may borrow on an unsecured basis through the Inter-Fund Program unless the Nuveen Fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing Nuveen Fund has a secured borrowing outstanding from any other lender, including but not limited to another Nuveen Fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a Nuveen Fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the Nuveen Fund may borrow through the inter-fund loan on a secured basis only; (4) no Nuveen Fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a Nuveen Fund’s inter-fund loans to any one Nuveen Fund shall not exceed 5% of the lending Nuveen Fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business day’s notice by a lending Nuveen Fund and may be repaid on any day by a borrowing Nuveen Fund. In addition, a Nuveen Fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the Nuveen Fund’s investment objective(s) and investment policies. The Board of Trustees of the Nuveen Funds is responsible for overseeing the Inter-Fund Program.
The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a Fund borrows money from another Nuveen Fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the Fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another Nuveen Fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
Cash Equivalents and Short-Term Investments
The Funds may hold assets in cash or cash equivalents, money market funds and short-term taxable fixed income securities in such proportions as warranted by prevailing market conditions and each Fund’s principal investment strategies. For temporary defensive purposes or during periods of high cash inflows or outflows, the Funds may invest up to 100% of their net assets in such holdings. During such periods, a Fund may not be able to achieve its investment objective. The Funds may only invest in short-term taxable fixed income securities with a maturity of one year or less and whose issuers have a long-term rating of at least A- or higher by Standard & Poor’s, A3 or higher by Moody’s or A- or higher by Fitch. Short-term taxable fixed income securities are defined to include, without limitation, the following:
(1) U.S. Government Securities. Each Fund may invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government agency securities include securities issued by (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business
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Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and credit of the United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association, whose securities are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate. In addition, a Fund may invest in sovereign debt obligations of non-U.S. countries. A sovereign debtor’s willingness or ability to repay principal and interest in a timely manner may be affected by a number of factors, including its cash flow situation, the extent of its non-U.S. reserves, the availability of sufficient non-U.S. exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders and the political constraints to which it may be subject.
(2) Certificates of Deposit. Each Fund may invest in certificates of deposit issued against funds deposited in a bank or savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. If such certificates of deposit are non-negotiable, they will be considered illiquid investments and be subject to the Fund’s 15% restriction on investments in illiquid investments. Pursuant to the certificate of deposit, the issuer agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by a Fund may not be fully insured. A Fund may only invest in certificates of deposit issued by U.S. banks with at least $1 billion in assets.
(3) Bankers’ Acceptances. Each Fund may invest in bankers’ acceptances, which are short-term credit instruments used to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset or it may be sold in the secondary market at the going rate of interest for a specific maturity.
(4) Repurchase Agreements. Each Fund may invest in repurchase agreements which involve purchases of debt securities. In such an action, at the time a Fund purchases the security, it simultaneously agrees to resell and redeliver the security to the seller, who also simultaneously agrees to buy back the security at a fixed price and time. This assures a predetermined yield for a Fund during its holding period since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for a Fund to invest temporarily available cash. A Fund may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers’ acceptances in which the Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to a Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the affected Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, however, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, the Fund could incur a loss of both principal and interest. The portfolio managers monitor the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. The portfolio managers do so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to a Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of a Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.
(5) Bank Time Deposits. Each Fund may invest in bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest. There may be penalties for the early withdrawal of such time deposits, in which case the yields of these investments will be reduced.
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(6) Commercial Paper. Each Fund may invest in commercial paper, which are short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes are direct lending arrangements between a Fund and a corporation. There is no secondary market for the notes. However, they are redeemable by a Fund at any time. The portfolio managers will consider the financial condition of the corporation (e.g., earning power, cash flow and other liquidity ratios) and will continuously monitor the corporation’s ability to meet all of its financial obligations, because a Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. Each Fund may only invest in commercial paper rated A-2 or higher by Standard & Poor's, Prime-2 or higher by Moody's or F2 or higher by Fitch, or unrated commercial paper which is, in the opinion of the portfolio managers, of comparable quality.
Common Stocks
Common stocks represent units of ownership in a company. Common stocks usually carry voting rights and earn dividends. Unlike preferred securities, dividends on common stocks are not prescribed in advance but are declared at the discretion of a company’s board.
While investing in stocks allows shareholders to participate in the benefits of owning a company, such shareholders must accept the risks of ownership. Unlike bondholders, who have preference to a company’s earnings and cash flow, common stockholders are entitled only to the residual amount after a company meets its other obligations. For this reason, the value of a company’s stock will usually react more strongly to actual or perceived changes in the company’s financial condition or prospects than its debt obligations. Stockholders of a company that fares poorly can lose money.
Stock markets tend to move in cycles with short or extended periods of rising and falling stock prices. The value of a company’s stock may fall because of:
· Factors that directly relate to that company, such as decisions made by its management or lower demand for the company’s products or services;
· Factors affecting an entire industry, such as increases in production costs; and
· Changes in financial market conditions that are relatively unrelated to the company or its industry, such as changes in interest rates, currency exchange rates or inflation rates.
An investment in common stocks of issuers with small or medium market capitalizations generally involves greater risk and price volatility than an investment in common stocks of larger, more established companies. This increased risk may be due to the greater business risks of their small or medium size, limited markets and financial resources, narrow product lines and frequent lack of management depth. The securities of small and medium capitalization companies are often traded in the over-the-counter market, and might not be traded in volumes typical of securities traded on a national securities exchange. Thus, the securities of small and medium capitalization companies are likely to be less liquid and subject to more abrupt or erratic market movements than securities of larger, more established companies.
Contingent Capital Securities
The Funds may invest in contingent capital securities. Contingent capital securities (sometimes referred to as “CoCos”) are hybrid securities, issued primarily by non-U.S. financial institutions, which have loss absorption mechanisms benefitting the issuer built into their terms. CoCos provide for mandatory conversion into the common stock of the issuer or a permanent or temporary full or partial write-down of the principal amount of the security upon the occurrence of certain “triggers” linked to minimum regulatory capital thresholds. In addition, they may explicitly provide for mandatory conversion or a principal write-down upon the occurrence of certain events such as regulatory bodies calling into question the issuing institution’s continued viability as a going-concern. Equity conversion or principal write-down features are tailored to the issuer and its regulatory requirements and, unlike traditional convertible securities, conversions are not voluntary and are not intended to benefit the investor.
A trigger event for CoCos would likely be the result of, or related to, the deterioration of the issuer’s financial condition (e.g., a decrease in the issuer’s capital ratio) and status as a going concern. In such a case, with respect to CoCos that provide for conversion into common stock upon the occurrence of the trigger event, the market price of the issuer’s common stock received by a Fund will have likely declined, perhaps substantially, and may continue to decline, which may adversely affect the Fund’s net asset value. Further, the issuer’s common stock would be subordinate to the issuer’s other classes of securities and therefore would worsen a Fund’s standing in a bankruptcy proceeding. In addition, because the common stock of the issuer may not pay a dividend, investors in these instruments could experience a
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reduced income rate, potentially to zero. In view of the foregoing, CoCos are often rated below investment grade and are subject to the risks of high yield securities.
CoCos may be subject to an automatic write-down (i.e., the automatic write-down of the principal amount or value of the securities, potentially to zero, and the cancellation of the securities) under certain circumstances, which could result in a Fund losing a portion or all of its investment in such securities. In addition, a Fund may not have any rights with respect to repayment of the principal amount of the securities that has not become due or the payment of interest or dividends on such securities for any period from (and including) the interest or dividend payment date falling immediately prior to the occurrence of such automatic write-down. An automatic write-down could also result in a reduced income rate if the dividend or interest payment is based on the security’s par value. Coupon payments on CoCos may be discretionary and may be cancelled by the issuer for any reason or may be subject to approval by the issuer’s regulator and may be suspended in the event there are insufficient distributable reserves.
In certain scenarios, investors in CoCos may suffer a loss of capital ahead of equity holders or when equity holders do not. The prices of CoCos may be volatile. There is no guarantee that a Fund will receive a return of principal on CoCos. Any indication that an automatic write-down or conversion event may occur can be expected to have a material adverse effect on the market price of CoCos.
Convertible Securities
Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred securities that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Convertible securities entitle the holder to receive interest paid or accrued on debt, or dividends paid or accrued on preferred securities, until the security matures or is redeemed, converted or exchanged.
The market value of a convertible security generally is a function of its “investment value” and its “conversion value.” A security’s “investment value” represents the value of the security without its conversion feature (i.e., a comparable non-convertible fixed income security). The investment value is determined by, among other things, reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar non-convertible securities, the financial strength of the issuer and the seniority of the security in the issuer’s capital structure. A security’s “conversion value” is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like non-convertible debt or a preferred security in the sense that its market value will not be influenced greatly by fluctuations in the market price of the underlying security into which it can be converted. Instead, the convertible security’s price will tend to move in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is significantly above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying stock. In that case, the convertible security’s price may be as volatile as that of the common stock. Because both interest rate and market movements can influence its value, a convertible security is not generally as sensitive to interest rates as a similar fixed income security, nor is it generally as sensitive to changes in share price as its underlying stock.
A Fund’s investments in convertible securities, particularly securities that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquid. A Fund’s investments in convertible securities may at times include securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into common stock or other equity securities (of the same or a different issuer) at a specified date and a specified conversion ratio, or that are convertible at the option of the issuer. For issues where the conversion of the security is not at the option of the holder, a Fund may be required to convert the security into the underlying common stock even at times when the value of the underlying common stock or other equity security has declined substantially.
In addition, some convertible securities are often rated below investment-grade or are not rated, and therefore may be considered speculative investments. The credit rating of a company’s convertible securities is generally lower than that of its conventional debt securities. Convertible securities are
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normally considered “junior” securities—that is, the company usually must pay interest on its conventional corporate debt before it can make payments on its convertible securities. Some convertible securities are particularly sensitive to interest rate changes when their predetermined conversion price is much higher than the issuing company’s common stock.
Corporate Debt Securities
The Funds may invest in corporate debt securities. The broad category of corporate debt securities includes debt issued by companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment-grade or below investment-grade and may carry variable or floating rates of interest. Corporate debt securities are fixed income securities issued by businesses to finance their operations, although corporate debt instruments may also include bank loans to companies. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial paper has the shortest term and is usually unsecured.
Because of the wide range of types and maturities of corporate debt securities, as well as the range of creditworthiness of its issuers, corporate debt securities have widely varying potentials for return and risk profiles. Rates on corporate debt securities are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and other terms of the security. For example, commercial paper issued by a large established domestic corporation that is rated investment-grade may have a modest return on principal, but carries relatively limited risk. On the other hand, a long-term corporate note issued by a small non-U.S. corporation from an emerging market country that has not been rated by an NRSRO may have the potential for relatively large returns on principal, but carries a relatively high degree of risk.
Corporate debt securities carry both credit risk and interest rate risk. Credit risk is the risk that a Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it’s due. Some corporate debt securities that are rated below investment-grade are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. The credit risk of a particular issuer’s debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while making payments on senior securities. In addition, in the event of bankruptcy, holders of higher-ranking senior securities may receive amounts otherwise payable to the holders of more junior securities. Interest rate risk is the risk that the value of certain corporate debt securities will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest rates rise than corporate debt securities with shorter terms. Additionally, corporate debt securities may also be subject to price volatility due to such factors as market interest rates, market perception of the creditworthiness of the issuer and general market liquidity.
In addition, corporate restructurings, such as mergers, leveraged buyouts, takeovers or similar corporate transactions are often financed by an increase in a corporate issuer’s debt securities. As a result of the added debt burden, the credit quality and market value of an issuer’s existing debt securities may decline significantly.
Derivatives
Subject to the limitations set forth below under “Limitations on the Use of CFTC-Regulated Futures, Options on Futures and Swaps,” each Fund may use derivative instruments as described below. Generally, a derivative is a financial contract the value of which depends upon, or is derived from, the value of an underlying asset, reference rate or index. Derivatives generally take the form of contracts under which the parties agree to payments between them based upon the performance of a wide variety of underlying references, such as stocks, bonds, loans, commodities, interest rates, currency exchange rates, and various domestic and foreign indices.
The Funds may use derivatives for a variety of reasons, including as a substitute for investing directly in securities, as part of a hedging strategy (that is, for the purpose of reducing risk to the Fund), to manage the effective duration of a Fund’s portfolio, or for other purposes related to the management of the Funds. Derivatives permit a Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as a Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. However, derivatives may entail investment exposures that are greater than their cost would
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suggest. As a result, a small investment in derivatives could have a large impact on a Fund’s performance.
While transactions in some derivatives may be effected on established exchanges, many other derivatives are privately negotiated and entered into in the over-the-counter (“OTC”) market with a single counterparty. When exchange-traded derivatives are purchased and sold, a clearing agency associated with the exchange stands between each buyer and seller and effectively guarantees performance of each contract, either on a limited basis through a guaranty fund or to the full extent of the clearing agency’s balance sheet. Transactions in OTC derivatives not subject to a clearing requirement have no such protection. Each party to an uncleared OTC derivative bears the risk that its direct counterparty will default. In addition, OTC derivatives are generally less liquid than exchange-traded derivatives because they often can only be closed out with the other party to the transaction.
The use of derivative instruments is subject to applicable regulations of the SEC, the CFTC, various state regulatory authorities and, with respect to exchange-traded derivatives, the several exchanges upon which they are traded. As discussed above under “Asset Coverage Requirements,” in order to engage in certain transactions in derivatives, a Fund may be required to hold offsetting positions or to hold cash or liquid securities in a segregated account or designated on the Fund’s books. In addition, a Fund’s ability to use derivative instruments may be limited by tax considerations.
The particular derivative instruments the Funds can use are described below. A Fund’s portfolio managers may decide not to employ some or all of these instruments, and there is no assurance that any derivatives strategy used by a Fund will succeed. The Funds may employ new derivative instruments and strategies when they are developed, if those investment methods are consistent with the particular Fund’s investment objective and are permissible under applicable regulations governing the Fund.
Options Transactions
The Funds may purchase put and call options on specific securities (including groups or "baskets" of specific securities), interest rates, stock indices and/or bond indices. In addition, the Funds may write put and call options on such financial instruments.
Options on Securities. The Funds may purchase put and call options on securities. A put option on a security gives the purchaser of the option the right (but not the obligation) to sell, and the writer of the option the obligation to buy, the underlying security at a stated price (the “exercise price”) at any time before the option expires. A call option on a security gives the purchaser the right (but not the obligation) to buy, and the writer the obligation to sell, the underlying security at the exercise price at any time before the option expires. The purchase price for a put or call option is the “premium” paid by the purchaser for the right to sell or buy.
A Fund may purchase put options to hedge against a decline in the value of its portfolio. By using put options in this way, a Fund would reduce any profit it might otherwise have realized in the underlying security by the amount of the premium paid for the put option and by transaction costs. In similar fashion, a Fund may purchase call options to protect against an increase in the price of securities that the Fund anticipates purchasing in the future, a practice sometimes referred to as “anticipatory hedging.” The premium paid for the call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises sufficiently, the option may expire unexercised.
Options on Interest Rates and Indices. The Funds may purchase put and call options on interest rates and on stock and bond indices. An option on interest rates or on an index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing value of the underlying interest rate or index is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the exercise-settlement value of the interest rate option or the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple (the “multiplier”). The writer of the option is obligated, for the premium received, to make delivery of this amount. Settlements for interest rate and index options are always in cash.
Writing Options. The Funds may write (sell) put and call options. These transactions would be undertaken principally to produce additional income. A Fund receives a premium from writing options which it retains whether or not the option is exercised. The Funds may write straddles consisting of a combination of a call and a put written on the same underlying instrument.
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A Fund will write a call option on a security only if (a) the Fund owns the security underlying the call, (b) the Fund has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other liquid assets in such amount are segregated), or (c) the Fund holds a call on the same security where the exercise price of the call is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets.
A Fund will write a call option on a basket of securities or an index only if (a) the Fund segregates liquid assets in an amount equal to the contract value of the index or basket, or (b) the Fund holds a call on the same index or basket as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets.
A Fund will write a put option on a security, basket of securities or index only if (a) the Fund segregates liquid assets equal to the exercise price or (b) the Fund holds a put on the same security, basket of securities or index as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets.
When a Fund writes a straddle, sufficient assets will be segregated to meet the Fund’s immediate obligations. A Fund may segregate the same liquid assets for both the call and put options in a straddle where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is “in the money.”
Expiration or Exercise of Options. If an option purchased by a Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. If an option written by a Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when a Fund desires.
The Funds may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security or index in relation to the exercise price of the option, the volatility of the underlying security or index, and the time remaining until the expiration date.
Futures
The Funds may engage in futures transactions. The Funds may buy and sell futures contracts that relate to (1) interest rates, (2) debt securities, (3) bond indices, (4) stock indices and (5) individual stocks. The Funds may only enter into futures contracts which are standardized and traded on a U.S. or foreign exchange, board of trade or similar entity, or quoted on an automated quotation system.
A futures contract is an agreement between two parties to buy and sell a security, index or interest rate (each a “financial instrument”) for a set price on a future date. Certain futures contracts, such as futures contracts relating to individual securities, call for making or taking delivery of the underlying financial instrument. However, these contracts generally are closed out before delivery by entering into an offsetting purchase or sale of a matching futures contract. Other futures contracts, such as futures contracts on interest rates and indices, do not call for making or taking delivery of the underlying financial instrument, but rather are agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the financial instrument at the close of the last trading day of the contract and the price at which the contract was originally written. These contracts also may be settled by entering into an offsetting futures contract.
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Unlike when a Fund purchases or sells a security, no price is paid or received by the Fund upon the purchase or sale of a futures contract. Initially, a Fund will be required to deposit with its futures broker (also known as a futures commission merchant (“FCM”)) an amount of cash or securities equal to a specified percentage of the contract amount. This amount is known as initial margin. The margin deposit is intended to ensure completion of the contract. Minimum initial margin requirements are established by the futures exchanges and may be revised. In addition, FCMs may establish margin deposit requirements that are higher than the exchange minimums. Cash held as margin is generally invested by the FCM in high-quality instruments permitted under CFTC regulations, with returns retained by the FCM and interest paid to the Fund on the cash at an agreed-upon rate. A Fund will also receive any interest paid from coupon-bearing securities, such as Treasury securities, held in margin accounts. Subsequent payments to and from the FCM, called variation margin, will be made on a daily basis as the price of the underlying financial instrument fluctuates, making the futures contract more or less valuable, a process known as marking the contract to market. Changes in variation margin are recorded by a Fund as unrealized gains or losses. At any time prior to expiration of the futures contract, a Fund may elect to close the position by taking an opposite position that will operate to terminate its position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Fund, and the Fund realizes a gain or loss. In the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of a Fund, the Fund may be entitled to the return of margin owed to it only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the Fund. Futures transactions also involve brokerage costs.
Most U.S. futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of futures contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.
Options on Futures
The Funds may purchase or write put and call options on futures contracts. A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price prior to the expiration of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. Prior to exercise or expiration, a futures option may be closed out by an offsetting purchase or sale of a futures option of the same series.
A Fund may use options on futures contracts in connection with hedging strategies. The writing of a call option or the purchasing of a put option on a futures contract constitutes a partial hedge against declining prices of the securities which are deliverable upon exercise of the futures contract. If the futures price at expiration of a written call option is below the exercise price, a Fund will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred in the Fund’s holdings of securities. If the futures price when the option is exercised is above the exercise price, however, a Fund will incur a loss, which may be offset, in whole or in part, by the increase in the value of the securities held by the Fund that were being hedged. Writing a put option or purchasing a call option on a futures contract serves as a partial hedge against an increase in the value of the securities a Fund intends to acquire.
When writing a call option, a Fund must either segregate liquid assets with a value equal to the fluctuating market value of the optioned futures contract, or the Fund must own an option to purchase the same futures contract having an exercise price that is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets.
When writing a put option, a Fund must segregate liquid assets in an amount not less than the exercise price, or own a put option on the same futures contract where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets.
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As with investments in futures contracts, each Fund is required to deposit and maintain margin with respect to put and call options on futures contracts written by it.
Swap Transactions
The Funds may enter into equity, interest rate, currency and credit default swap agreements.
A Fund may enter into swap transactions for any purpose consistent with its investment objective and strategies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against an increase in the price of securities the Fund anticipates purchasing at a later date, to reduce risk arising from the ownership of a particular instrument, or to gain exposure to certain securities, reference rates, sectors or markets.
Swap agreements are two party contracts entered into primarily by institutional investors for a specified period of time. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular predetermined asset, reference rate or index. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, e.g., the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index. The notional amount of the swap agreement generally is only used as a basis upon which to calculate the obligations that the parties to the swap agreement have agreed to exchange. A Fund’s current obligations under a net swap agreement will be accrued daily (offset against any amounts owed to the Fund) and the Fund will segregate assets determined to be liquid by the Sub-Adviser for any accrued but unpaid net amounts owed to a swap counterparty. See “Asset Coverage Requirements” above.
Equity Swaps. In a typical equity swap, one party agrees to pay another party the return on a stock, stock index or basket of stocks in return for a specified interest rate. By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks. Equity index swaps involve not only the risk associated with investment in the securities represented in the index, but also the risk that the performance of such securities, including dividends, will not exceed the return on the interest rate that a Fund will be committed to pay.
Interest Rate Swaps. Interest rate swaps are financial instruments that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future. Some of the different types of interest rate swaps are “fixed-for-floating rate swaps,” “termed basis swaps” and “index amortizing swaps.” Fixed-for-floating rate swaps involve the exchange of fixed interest rate cash flows for floating rate cash flows. Termed basis swaps entail cash flows to both parties based on floating interest rates, where the interest rate indices are different. Index amortizing swaps are typically fixed-for-floating swaps where the notional amount changes if certain conditions are met. Like a traditional investment in a debt security, a Fund could lose money by investing in an interest rate swap if interest rates change adversely.
Currency Swaps. A currency swap is an agreement between two parties in which one party agrees to make interest rate payments in one currency and the other promises to make interest rate payments in another currency. A Fund may enter into a currency swap when it has one currency and desires a different currency. Typically the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the contract and returned at the end of the contract. Changes in non-U.S. exchange rates and changes in interest rates may negatively affect currency swaps.
Credit Default Swaps. A credit default swap is a bilateral contract that enables an investor to buy or sell protection against a defined-issuer credit event. A Fund may enter into credit default swap agreements either as a buyer or a seller. A Fund may buy protection to attempt to mitigate the risk of default or credit quality deterioration in one or more of its individual holdings or in a segment of the fixed income securities market to which it has exposure, or to take a “short” position in individual bonds or market segments which it does not own. A Fund may sell protection in an attempt to gain exposure to the credit quality characteristics of particular bonds or market segments without investing directly in those bonds or market segments.
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As the buyer of protection in a credit default swap, a Fund will pay a premium (by means of an upfront payment or a periodic stream of payments over the term of the agreement) in return for the right to deliver a referenced bond or group of bonds to the protection seller and receive the full notional or par value (or other agreed upon value) upon a default (or similar event) by the issuer(s) of the underlying referenced obligation(s). If no default occurs, the protection seller would keep the stream of payments and would have no further obligation to the Fund. Thus, the cost to the Fund would be the premium paid with respect to the agreement. If a credit event occurs, however, the Fund may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. The Fund bears the risk that the protection seller may fail to satisfy its payment obligations.
If a Fund is a seller of protection in a credit default swap and no credit event occurs, the Fund would generally receive an up-front payment or a periodic stream of payments over the term of the swap. If a credit event occurs, however, generally the Fund would have to pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As the protection seller, the Fund effectively adds economic leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. Thus, the Fund bears the same risk as it would by buying the reference obligations directly, plus the additional risks related to obtaining investment exposure through a derivative instrument discussed below under “Risks Associated with Swap Transactions.”
Risks Associated with Swap Transactions. The use of swap transactions is a highly specialized activity which involves strategies and risks different from those associated with ordinary portfolio security transactions. If the Sub-Adviser is incorrect in its forecasts of default risks, market spreads or other applicable factors the investment performance of a Fund would diminish compared with what it would have been if these techniques were not used. As the protection seller in a credit default swap, a Fund effectively adds economic leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. A Fund may only close out a swap or other two-party contract with its particular counterparty, and may only transfer a position with the consent of that counterparty. In addition, the price at which a Fund may close out such a two party contract may not correlate with the price change in the underlying reference asset. If the counterparty defaults, a Fund will have contractual remedies, but there can be no assurance that the counterparty will be able to meet its contractual obligations or that the Fund will succeed in enforcing its rights. It also is possible that developments in the derivatives market, including potential government regulation, could adversely affect a Fund’s ability to terminate existing swap or other agreements or to realize amounts to be received under such agreements.
Interest Rate Caps, Collars and Floors
The Funds may enter into interest rate caps, floors and collars. Caps and floors have an effect similar to buying or writing options. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level. The seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar involves selling a cap and purchasing a floor or vice versa to protect a Fund against interest rate movements exceeding given minimum or maximum levels.
Limitations on the Use of CFTC-Regulated Futures, Options on Futures and Swaps
Each Fund will limit its direct investments in CFTC-regulated futures, options on futures and swaps (“CFTC Derivatives”) to the extent necessary for the Adviser to claim the exclusion from regulation as a commodity pool operator with respect to the Fund under CFTC Rule 4.5, as such rule may be amended from time to time. Under Rule 4.5 as currently in effect, each Fund will limit its trading activity in CFTC Derivatives (excluding activity for “bona fide hedging purposes,” as defined by the CFTC) such that it meets one of the following tests:
· Aggregate initial margin and premiums required to establish its positions in CFTC Derivatives do not exceed 5% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and losses on such positions; or
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· Aggregate net notional value of its positions in CFTC Derivatives does not exceed 100% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and losses on such positions.
With respect to each Fund, the Adviser has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act and therefore is not subject to registration or regulation as a commodity pool operator thereunder.
The requirements for qualification as a regulated investment company may also limit the extent to which each Fund may invest in CFTC Derivatives. See “Tax Matters—Qualification as a Regulated Investment Company.”
Federal Income Tax Treatment of Futures Contracts and Options
Each Fund’s transactions in futures contracts and options will be subject to special provisions of the Internal Revenue Code of 1986, as amended (the “Code”), that, among other things, may affect the character of gains and losses realized by a Fund (i.e., may affect whether gains or losses are ordinary or capital, or short-term or long-term), may accelerate recognition of income to a Fund and may defer Fund losses. These rules could, therefore, affect the character, amount and timing of distributions to shareholders. These provisions also (a) will require a Fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out) and (b) may cause a Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement for qualifying to be taxed as a regulated investment company and the distribution requirement for avoiding excise taxes.
Risks and Special Considerations Concerning Derivatives
The use of derivative instruments involves certain general risks and considerations as described below.
1) Market Risk. Market risk is the risk that the value of the underlying assets may go up or down. Adverse movements in the value of an underlying asset can expose a Fund to losses. The successful use of derivative instruments depends upon a variety of factors, particularly the portfolio managers' ability to predict movements in the relevant markets, which may require different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy adopted will succeed.
2) Counterparty Risk. Counterparty risk is the risk that a loss may be sustained as a result of the failure of a counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange-traded derivatives is generally less than for OTC derivatives, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For many OTC instruments, there is no similar clearing agency guarantee and there is less regulation or supervision of transactions. In all transactions, a Fund will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the derivative transactions and possibly other losses to the Fund. A Fund will enter into derivatives transactions only with counterparties that its portfolio managers reasonably believe are capable of performing under the contract.
3) Correlation Risk. Correlation risk is the risk that there might be an imperfect correlation, or even no correlation, between price movements of a derivative instrument and price movements of investments being hedged. When a derivative transaction is used to completely hedge another position, changes in the market value of the combined position (the derivative instrument plus the position being hedged) result from an imperfect correlation between the price movements of the two instruments. With a perfect hedge, the value of the combined position remains unchanged with any change in the price of the underlying asset. With an imperfect hedge, the value of the derivative instrument and its hedge are not perfectly correlated. For example, if the value of a derivative instrument used in a short hedge (such as writing a call option, buying a put option or selling a futures contract) increased by less than the decline in value of the hedged investments, the hedge would not be perfectly correlated. This might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded. The effectiveness of hedges using instruments on indices will depend, in part, on the degree of correlation between price movements in the index and the price movements in the investments being hedged.
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4) Liquidity Risk. Liquidity risk is the risk that a derivative instrument cannot be sold, closed out or replaced quickly at or very close to its fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction. A Fund might be required by applicable regulatory requirements to maintain assets as “cover,” maintain segregated accounts, and/or make margin payments when it takes positions in derivative instruments involving obligations to third parties (i.e., instruments other than purchase options). If a Fund is unable to close out its positions in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expires, matures or is closed out. These requirements might impair a Fund’s ability to sell a security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time. A Fund’s ability to sell or close out a position in an instrument prior to expiration or maturity depends upon the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the counterparty to enter into a transaction closing out the position. There is no assurance that any derivatives position can be sold or closed out at a time and price that is favorable to a Fund.
5) Legal Risk. Legal risk is the risk of loss caused by the unenforceability of a party’s obligations under the derivative. While a party seeking price certainty agrees to surrender the potential upside in exchange for downside protection, the party taking the risk is looking for a positive payoff. Despite this voluntary assumption of risk, a counterparty that has lost money in a derivative transaction may try to avoid payment by exploiting various legal uncertainties about certain derivative products.
6) Systemic or “Interconnection” Risk. Systemic or interconnection risk is the risk that a disruption in the financial markets will cause difficulties for all market participants. In other words, a disruption in one market will spill over into other markets, perhaps creating a chain reaction. Much of the OTC derivatives market takes place among the OTC dealers themselves, thus creating a large interconnected web of financial obligations. This interconnectedness raises the possibility that a default by one large dealer could create losses for other dealers and destabilize the entire market for OTC derivative instruments.
7) Leverage Risk. Leverage risk is the risk that a Fund may be more volatile than if it had not been leveraged due to leverage’s tendency to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. The use of leverage may also cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements.
8) Regulatory Risk. The Dodd-Frank Act Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) has initiated a dramatic revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; a process intended to improve financial systemic stability and the resolution of potentially insolvent financial firms; and new rules for derivatives trading. In particular, the Dodd-Frank Act made broad changes to the OTC derivatives market, granted significant authority to the SEC and the CFTC to regulate OTC derivatives and market participants, and requires clearing and exchange trading of many OTC derivatives transactions. Requirements, such as capital requirements and mandatory clearing of OTC derivatives transactions, have impacted and may continue to impact the costs to a Fund of trading these instruments and, as a result, may affect returns to investors in the Fund. Instruments in which the Funds may invest, or the issuers of such instruments, may be affected by this legislation and regulation in ways that are unforeseeable. Certain of the implementing regulations have not yet been finalized or made effective. Accordingly, the ultimate impact of the Dodd-Frank Act, including on the derivative instruments in which the Funds may invest, is not yet certain.
Investment Companies and Other Pooled Investment Vehicles
Each Fund may invest in other investment companies, such as open-end funds, closed-end funds, unit investment trusts, and exchange-traded funds (“ETFs”) registered under the 1940 Act ("1940 Act ETFs"), that invest primarily in Fund-eligible investments. Under the 1940 Act, a Fund’s investment in such securities is generally limited to 3% of the total voting stock of any one investment company; 5% of such Fund’s total assets with respect to any one investment company; and 10% of such Fund’s total assets in the aggregate. Many 1940 Act ETFs, however, have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in their shares beyond these statutory limits, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds. The Funds may rely on these exemptive orders in investing in 1940 Act ETFs. A Fund’s investments in other
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investment companies may include money market mutual funds. Investments in money market funds are not subject to the percentage limitations set forth above.
ETFs in which the Funds may invest are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities designed to track a particular market index. ETFs can give exposure to all or a portion of the U.S. market, a foreign market, a region, a commodity, a currency, or to any other index that an ETF tracks. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. An ETF may fail to accurately track the returns of the market segment or index that it is designed to track, and the price of an ETF’s shares may fluctuate. In addition, because they, unlike traditional mutual funds, are traded on an exchange, ETFs are subject to the following risks: (i) the performance of the ETF may not replicate the performance of the underlying index that it is designed to track; (ii) the market price of the ETF’s shares may trade at a premium or discount to the ETF’s net asset value; (iii) an active trading market for an ETF may not develop or be maintained; and (iv) there is no assurance that the requirements of the exchange necessary to maintain the listing of the ETF will continue to be met or remain unchanged. Trading in an ETF may be halted if the trading in one or more of the ETF’s underlying securities is halted, which could result in the ETF being more volatile. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected.
Each Fund may also invest in pooled investment vehicles other than registered investment companies. The Funds will only invest in other pooled investment vehicles that invest primarily in Fund-eligible investments.
If a Fund invests in other investment companies or pooled investment vehicles, Fund shareholders will bear not only their proportionate share of the Fund’s expenses, but also, indirectly, the similar expenses of the underlying investment companies or pooled investment vehicles. Shareholders would also be exposed to the risks associated not only with a Fund, but also with the portfolio investments of the underlying investment companies or pooled investment vehicles. Shares of certain closed-end funds may at times be acquired at market prices representing premiums to their net asset values. Shares acquired at a premium to their net asset value may be more likely to subsequently decline in price, resulting in a loss to a Fund and its shareholders.
Lending of Portfolio Securities
In order to generate additional income, each Fund may lend portfolio securities representing up to one-third of the value of its total assets to broker-dealers, banks or other institutional borrowers of securities that the Adviser has determined are creditworthy. The securities lending agent will generally bear the risk that a borrower may default on its obligation to return loaned securities, however the Funds bear the risk that the securities lending agent may default on its contractual obligations to the Funds. The Funds also bear the market risk with respect to the investment of the cash collateral used to secure the loan. A Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investments to meet its obligations to the borrower. The Funds will pay a portion of the income earned on other lending transactions to the placing broker and may pay administrative and custodial fees in connection with these loans.
In these loan arrangements, the Funds will receive cash collateral equal to not less than 100% of the value of the securities loaned as determined at the time of loan origination. If the market value of the loaned securities increases, the borrower must furnish additional collateral to the lending Fund. During the time portfolio securities are on loan, the borrower pays the lending Fund any dividends or interest paid on the securities. Loans are subject to termination at any time by the lending Fund or the borrower. While a Fund does not have the right to vote securities on loan, it would terminate the loan and regain the right to vote if that were considered important with respect to the investment.
When a Fund lends portfolio securities to a borrower, payments in lieu of dividends made by the borrower to the Fund will not constitute “qualified dividends” taxable at the same rate as long-term capital gains, even if the actual dividends would have constituted qualified dividends had the Fund held the securities. See “Taxation.”
Master Limited Partnerships
Nuveen Flexible Income Fund may invest in master limited partnerships (“MLPs”). An MLP is an entity, most commonly a limited partnership, that is taxed as a partnership, publicly traded and listed on a
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national securities exchange. Holders of common units of MLPs typically have limited control and limited voting rights as compared to holders of a corporation’s common shares. Preferred units issued by MLPs are not typically listed or traded on an exchange. Holders of preferred units can be entitled to a wide range of voting and other rights. Debt securities of MLPs are similar to debt securities of other companies. Such securities may be rated or unrated, may be above or below investment-grade quality, and may carry fixed or floating interest rates. MLPs are limited by the Code to only apply to enterprises that engage in certain businesses, mostly pertaining to the use of natural resources, such as petroleum and natural gas extraction and transportation, although some other enterprises may also qualify as MLPs.
There are certain tax risks associated with investments in MLPs. The benefit derived from an investment in an MLP is largely dependent on the MLP being treated as a partnership for federal income tax purposes. A change to current tax law, or a change in the underlying business mix of a given MLP, could result in an MLP being treated as a corporation for federal income tax purposes. If an MLP were treated as a corporation, the MLP would be required to pay federal income tax on its taxable income. This would reduce the amount of cash available for distribution by the MLP, which could result in a reduction of the value of the Fund’s investment in the MLP and lower income to the Fund. Additionally, since MLPs generally conduct business in multiple states, the Fund may be subject to income or franchise tax in each of the states in which the partnership does business. The additional cost of preparing and filing the tax returns and paying the related taxes may adversely impact the Fund’s return on its investment in MLPs.
Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions, and MLPs may have limited financial resources. Securities of MLPs may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than common shares of larger or more broadly-based companies. The Fund’s investment in MLPs also subjects the Fund to the risks associated with the specific industry or industries in which the MLPs invest. MLPs are generally considered interest-rate sensitive investments, and during periods of interest rate volatility, may not provide attractive returns.
Mortgage-Backed Securities
Nuveen Flexible Income Fund may invest in mortgage-backed securities. These investments include agency pass-through certificates, private mortgage pass-through securities, collateralized mortgage obligations, commercial mortgage-backed securities and stripped mortgage-backed securities, as defined and described below.
A mortgage-backed security is a type of pass-through security, which is a security representing pooled debt obligations repackaged as interests that pass income through an intermediary to investors. In the case of mortgage-backed securities, the ownership interest is in a pool of mortgage loans. Residential mortgage-backed securities (“RMBS”) are backed by a pool of mortgages on residential property while commercial mortgage-backed securities (“CMBS”) are backed by a pool of mortgages on commercial property.
Mortgage-backed securities are most commonly issued or guaranteed by the Government National Mortgage Association (“Ginnie Mae” or “GNMA”), Federal National Mortgage Association (“Fannie Mae” or “FNMA”) or Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMC”), but may also be issued or guaranteed by other private issuers.
GNMA is a government-owned corporation that is an agency of the U.S. Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-backed securities.
Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. government) include FNMA and FHLMC. FNMA is a government-sponsored corporation. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the U.S. government. FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation that issues Participation Certificates (“PCs”), which are pass-through securities, each representing an undivided interest in a pool of residential mortgages. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. government.
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On September 6, 2008, the Federal Housing Finance Agency (“FHFA”) placed FNMA and FHLMC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC. In addition, the U.S. Treasury Department agreed to provide FNMA and FHLMC with up to $100 billion of capital each to ensure that they are able to continue to provide ongoing liquidity to the U.S. home mortgage market. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities.
Privately Issued Mortgage-Backed Securities. Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than obligations directly or indirectly guaranteed by the U.S. government. Any investments the Fund makes in mortgage-related securities that are issued by private issuers have some exposure to subprime loans as well as to the mortgage and credit markets generally. Private issuers include commercial banks, savings associations, mortgage companies, investment banking firms, finance companies and special purpose finance entities (called special purpose vehicles or structured investment vehicles) and other entities that acquire and package mortgage loans for resale as mortgage-related securities. Unlike mortgage-related securities issued or guaranteed by the U.S. government or one of its sponsored entities, mortgage-related securities issued by private issuers do not have a government or government-sponsored entity guarantee, but may have credit enhancement provided by external entities such as banks or financial institutions or achieved through the structuring of the transaction itself. Examples of such credit support arising out of the structure of the transaction include: (1) the issuance of senior and subordinated securities (e.g., the issuance of securities by a special purpose vehicle in multiple classes or “tranches,” with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults on the underlying mortgage loans are borne first by the holders of the subordinated class); (2) the creation of “reserve funds” (in which case cash or investments, sometimes funded from a portion of the payments on the underlying mortgage loans, are held in reserve against future losses); and (3) “overcollateralization” (in which case the scheduled payments on, or the principal amount of, the underlying mortgage loans exceeds that required to make payment of the securities and pay any servicing or other fees). However, there can be no guarantee that credit enhancements, if any, will be sufficient to prevent losses in the event of defaults on the underlying mortgage loans.
In addition, mortgage-related securities that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that are applicable to those mortgage-related securities that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private mortgage-related securities may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored mortgage-related securities and have wider variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages, high loan-to-value mortgages and manufactured housing loans. The coupon rates and maturities of the underlying mortgage loans in a private-label mortgage-related securities pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans. Subprime loans refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. For these reasons, the loans underlying these securities have had in many cases higher default rates than those loans that meet government underwriting requirements.
The risk of non-payment is greater for mortgage-related securities that are backed by mortgage pools that contain subprime loans, but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic turndown, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages.
Privately issued mortgage-related securities are generally less liquid than obligations directly or indirectly guaranteed by the U.S. government or a government-sponsored entity, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, mortgage-related securities held in the Fund’s portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.
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The average life of a mortgage-backed security is likely to be substantially less than the original maturity of the mortgage pools underlying the securities. Prepayments of principal by mortgagors and mortgage foreclosures will usually result in the return of the greater part of principal invested far in advance of the maturity of the mortgages in the pool or can result in credit losses.
Collateralized Mortgage Obligations. Collateralized mortgage obligations (“CMOs”) are debt obligations collateralized by mortgage loans or mortgage pass-through securities (collateral collectively referred to hereinafter as “Mortgage Assets”). Multi-class pass-through securities are interests in a trust composed of Mortgage Assets. All references in this section to CMOs include multi-class pass-through securities. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or part of the premium if any has been paid. Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly or semi-annual basis. The principal and interest payments on the Mortgage Assets may be allocated among the various classes of CMOs in several ways. Typically, payments of principal, including any prepayments, on the underlying mortgages are applied to the classes in the order of their respective stated maturities or final distribution dates, so that no payment of principal is made on CMOs of a class until all CMOs of other classes having earlier stated maturities or final distribution dates have been paid in full.
Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities (“SMBS”) are derivative multi-class mortgage securities. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of mortgage assets. The Fund will only invest in SMBS whose mortgage assets are U.S. government obligations. A common type of SMBS will be structured so that one class receives some of the interest and most of the principal from the mortgage assets, while the other class receives most of the interest and the remainder of the principal. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may fail to fully recoup its initial investment in these securities. The market value of any class which consists primarily or entirely of principal payments generally is unusually volatile in response to changes in interest rates.
Risks of Investing in Mortgage-Backed Securities. Investment in mortgage-backed securities poses several risks, including, among others, prepayment, market and credit risk. Prepayment risk reflects the risk that borrowers may prepay their mortgages faster than expected, thereby affecting the investment’s average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process and local economic conditions. Market risk reflects the risk that the price of a security may fluctuate over time. The price of mortgage-backed securities may be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, and the Fund invested in such securities wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold. Credit risk reflects the risk that the Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued by U.S. government-related entities are guaranteed as to the payment of principal and interest, but are not backed by the full faith and credit of the U.S. government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions. With respect to GNMA certificates, although GNMA guarantees timely payment even if homeowners delay or default, tracking the "pass-through" payments may, at times, be difficult.
The risks to which CMBS are subject differ somewhat from the risks to which RMBS are subject. CMBS are typically backed by a much smaller number of mortgages than RMBS are, so problems with one or a small number of mortgages backing a CMBS can have a large impact on its value. As CMBS have a less diversified pool of loans backing them, they are much more susceptible to property-specific risk. The values of CMBS are also more sensitive to macroeconomic trends. For example, when the economy slows rents generally decrease and vacancies generally increase for commercial real estate. Similarly, as many CMBS have a large exposure to retail properties, events that negatively impact the retail industry can also negatively impact the value of CMBS.
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Municipal Bonds and Other Municipal Obligations
The Funds may invest in municipal bonds and other municipal obligations. These bonds and other obligations are issued by the states and by their local and special-purpose political subdivisions. The term “municipal bond” includes short-term municipal notes issued by the states and their political subdivisions, including, but not limited to, tax anticipation notes (“TANs”), bond anticipation notes (“BANs”), revenue anticipation notes (“RANs”), construction loan notes, tax free commercial paper, and tax free participation certificates. In general, municipal obligations include debt obligations issued by states, cities and local authorities to obtain funds for various public purposes, including construction of a wide range of public facilities such as airports, bridges, highways, hospitals, housing, mass transportation, schools, streets and water and sewer works.
General obligation bonds are backed by the issuer’s pledge of its faith, credit, and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to rate and amount. For a limited obligation or revenue bond, the only security is typically the net revenue derived from payments by a particular facility or class of facilities financed by the proceeds of the bonds or, in some cases, from the proceeds of a special tax or other special revenues. Although the security behind these bonds varies widely, many lower rated bonds provide additional security in the form of a debt service reserve fund that may also be used to make principal and interest payments on the issuer’s obligations. In addition, some revenue obligations (as well as general obligations) are insured by a bond insurance company or backed by a letter of credit issued by a banking institution. The credit quality of revenue bonds is usually directly related to the credit standing of the user of the facility being financed or of an institution which provides a guarantee, letter of credit or other credit enhancement for the bond issue. Revenue bonds do not generally constitute the pledge of the credit of the issuer of such bonds and are generally not secured by the taxing power of the municipality. Revenue bonds are included in the term municipal obligations if the interest paid thereon is exempt from federal income tax. Revenue bonds may include, but are not limited to, pollution control, health care, housing, education-related and industrial development bonds.
Generally, the creditworthiness of a local municipal obligation is unrelated to that of the municipal obligations of the state itself if the state has no responsibility to guarantee or otherwise make payments on those local municipal obligations.
Generally, interest received on municipal obligations is exempt from federal income tax. The tax-exempt nature of the interest on a municipal obligation is generally the subject of a bond counsel opinion delivered in connection with the issuance of the instrument. Tax opinions are generally provided at the time the municipal security is initially issued and neither a Fund or its portfolio managers will independently review the bases for those tax opinions or guarantee that the tax opinions are correct. There is no assurance that the Internal Revenue Service will agree with bond counsel’s opinion that such interest is tax-exempt or that the interest payments on such municipal obligations will continue to be tax exempt for the life of the municipal obligation. Issuers or other parties generally enter into covenants requiring continuing compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the municipal obligation. If at any time the covenants are not complied with, or if the Internal Revenue Service otherwise determines that the issuer did not comply with relevant tax requirements, interest payments from a municipal obligation could become federally taxable, possibly retroactively to the date the municipal obligation was issued, and an investor may need to file an amended income tax return.
Obligations of issuers of municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. The application of state law to municipal obligation issuers could produce varying results among the states or among municipal obligation issuers within a state. These uncertainties could have a significant impact on the prices of the municipal obligations in which a Fund invests. In addition, issuers of municipal obligations may become subject to the laws enacted in the future by Congress, state legislatures or referenda extending the time for payment of principal and/or interest, or imposing other constraints upon enforcement of such obligations or upon municipalities to levy taxes. There is also the possibility that, as a result of legislation or other conditions, the power or ability of any issuer to pay, when due, the principal of and interest on its municipal obligations may be materially affected.
Municipal Bonds
The two general classifications of municipal bonds are “general obligation” bonds and “revenue” bonds. General obligation bonds are secured by the governmental issuer’s pledge of its faith, credit and
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taxing power for the payment of principal and interest upon a default by the issuer of its principal and interest payment obligations. They are usually paid from general revenues of the issuing governmental entity. Revenue bonds, on the other hand, are usually payable only out of a specific revenue source rather than from general revenues. Revenue bonds ordinarily are not backed by the faith, credit or general taxing power of the issuing governmental entity. The principal and interest on revenue bonds for private facilities are typically paid out of rents or other specified payments made to the issuing governmental entity by a private company which uses or operates the facilities. Examples of these types of obligations are industrial revenue bond and pollution control revenue bonds. Industrial revenue bonds are issued by governmental entities to provide financing aid to community facilities such as hospitals, hotels, business or residential complexes, convention halls and sport complexes. Pollution control revenue bonds are issued to finance air, water and solids pollution control systems for privately operated industrial or commercial facilities.
Revenue bonds for private facilities usually do not represent a pledge of the credit, general revenues or taxing powers of issuing governmental entity. Instead, the private company operating the facility is the sole source of payment of the obligation. Sometimes, the funds for payment of revenue bonds come solely from revenue generated by operation of the facility. Federal income tax laws place substantial limitations on industrial revenue bonds, and particularly certain specified private activity bonds issued after August 7, 1986. In the future, legislation could be introduced in Congress which could further restrict or eliminate the income tax exemption for interest on debt obligations in which the Funds may invest.
Refunded Bonds
The Funds may invest in refunded bonds. Refunded bonds may have originally been issued as general obligation or revenue bonds, but become refunded when they are secured by an escrow fund, usually consisting entirely of direct U.S. government obligations and/or U.S. government agency obligations sufficient for paying the bondholders. There are two types of refunded bonds: pre-refunded bonds and escrowed-to-maturity (“ETM”) bonds. The escrow fund for a pre-refunded municipal bond may be structured so that the refunded bonds are to be called at the first possible date or a subsequent call date established in the original bond debenture. The call price usually includes a premium from 1% to 3% above par. This type of structure usually is used for those refundings that either reduce the issuer’s interest payment expenses or change the debt maturity schedule. In escrow funds for ETM refunded municipal bonds, the maturity schedules of the securities in the escrow funds match the regular debt-service requirements on the bonds as originally stated in the bond indentures.
Municipal Leases and Certificates of Participation
The Funds also may purchase municipal lease obligations, primarily through certificates of participation. Certificates of participation in municipal leases are undivided interests in a lease, installment purchase contract or conditional sale contract entered into by a state or local governmental unit to acquire equipment or facilities. Municipal leases frequently have special risks which generally are not associated with general obligation bonds or revenue bonds. Municipal leases and installment purchase or conditional sales contracts (which usually provide for title to the leased asset to pass to the governmental issuer upon payment of all amounts due under the contract) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of municipal debt.
Although lease obligations do not constitute general obligations of the municipality for which the municipality’s taxing power is pledged, a lease obligation is ordinarily backed by the municipality’s covenant to budget for, appropriate and make the payments due under the lease obligation. However, certain lease obligations contain “non-appropriation” clauses, which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. In evaluating securities for purchase, a Fund will take into account the incentive of the issuer to appropriate under the lease, among other factors. Some lease obligations may be illiquid under certain circumstances. Although non-appropriation lease obligations are secured by the leased equipment or facilities, disposition of the property in the event of foreclosure might prove difficult and time consuming. In addition, disposition upon non-appropriation or foreclosure might not result in recovery by a Fund of the full principal amount represented by an obligation.
In light of these concerns, the Funds have adopted and follow procedures for determining whether any municipal lease obligations purchased by the Funds are liquid and for monitoring the liquidity of municipal lease securities held in a Fund’s portfolio. These procedures require that a number of factors be used in evaluating the liquidity of a municipal lease security, including the frequency of trades and
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quotes for the security, the number of dealers willing to purchase or sell the security and the number of other potential purchasers, the willingness of dealers to undertake to make a market in security, the nature of the marketplace in which the security trades, and other factors which the Sub-Adviser may deem relevant. As set forth in “Investment Restrictions” above, each Fund is subject to limitations on the percentage of illiquid investments it can hold.
Derivative Municipal Securities
The Funds may also acquire derivative municipal securities, which are custodial receipts of certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments or both on certain municipal securities. The underwriter of these certificates or receipts typically purchases municipal securities and deposits them in an irrevocable trust or custodial account with a custodian bank, which then issues receipts or certificates that evidence ownership of the periodic unmatured coupon payments and the final principal payment on the obligation.
The principal and interest payments on the municipal securities underlying custodial receipts may be allocated in a number of ways. For example, payments may be allocated such that certain custodial receipts may have variable or floating interest rates and others may be stripped securities which pay only the principal or interest due on the underlying municipal securities. The Funds may invest in custodial receipts which have inverse floating interest rates and other inverse floating rate municipal obligations, as described below under “Inverse Floating Rate Municipal Securities.”
Variable Rate Demand Notes (“VRDNs”)
VRDNs are long-term municipal obligations that have variable or floating interest rates and provide a Fund with the right to tender the security for repurchase at its stated principal amount plus accrued interest. Such securities typically bear interest at a rate that is intended to cause the securities to trade at par. The interest rate may float or be adjusted at regular intervals (ranging from daily to annually), and is normally based on an applicable interest index or another published interest rate or interest rate index. Most VRDNs allow a Fund to demand the repurchase of the security on not more than seven days prior notice. Other notes only permit a Fund to tender the security at the time of each interest rate adjustment or at other fixed intervals. Variable interest rates generally reduce changes in the market value of municipal obligations from their original purchase prices. Accordingly, as interest rates decrease, the potential for capital appreciation is less for variable rate municipal obligations than for fixed income obligations.
Inverse Floating Rate Municipal Securities
The Funds may invest in inverse floating rate municipal securities or “inverse floaters,” whose rates vary inversely to interest rates on a specified short-term municipal bond index or on another instrument. Such securities involve special risks as compared to conventional fixed-rate bonds. Should short-term interest rates rise, a Fund’s investment in inverse floaters likely would adversely affect the Fund’s earnings and distributions to shareholders. Also, because changes in the interest rate on the other index or other instrument inversely affect the rate of interest received on an inverse floater, and because inverse floaters essentially represent a leveraged investment in a long-term bond, the value of an inverse floater is generally more volatile than that of a conventional fixed-rate bond having similar credit quality, redemption provisions and maturity. Although volatile in value, inverse floaters typically offer the potential for yields substantially exceeding the yields available on conventional fixed-rate bonds with comparable credit quality, coupon, call provisions and maturity. The markets for inverse floating rate securities may be less developed and have less liquidity than the markets for conventional securities. The Funds will only invest in inverse floating rate securities whose underlying bonds are rated A or higher.
Non-Investment Grade Debt Securities (Junk Bonds)
The Funds may invest in non-investment grade debt securities. Non-investment grade debt securities are medium- to low-quality debt obligations. Debt obligations rated below investment grade (BB/Ba or lower) are commonly known as “high yield,” “high risk” or “junk” bonds. Junk bonds, while generally offering higher yields than investment grade securities with similar maturities, involve greater risks, including the possibility of default or bankruptcy. They are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. The special risk considerations in connection with investments in these securities are discussed below. Refer to Appendix A of this Statement of Additional Information for a discussion of securities ratings.
(1) Effect of Interest Rates and Economic Changes. All interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. In
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addition, the market values of junk bond securities tend to reflect individual issuer developments to a greater extent than do the market values of higher rated securities, which react primarily to fluctuations in the general level of interest rates. Junk bond securities also tend to be more sensitive to economic conditions than are higher rated securities. As a result, they generally involve more credit risk than securities in the higher rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of junk bond securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The risk of loss due to default by an issuer of these securities is significantly greater than by an issuer of higher rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a junk bond security defaults, a Fund may incur additional expenses to seek recovery. Periods of economic uncertainty and changes would also generally result in increased volatility in the market prices of these and thus in the Fund’s net asset value.
The value of a junk bond security will generally decrease in a rising interest rate market and, accordingly, so will a Fund’s net asset value. If a Fund experiences unexpected net redemptions in such a market, it may be forced to liquidate a portion of its portfolio securities without regard to their investment merits. Due to the limited liquidity of certain junk bond securities, a Fund may be forced to liquidate these securities at a substantial discount. Any such liquidation would reduce a Fund’s asset base over which expenses could be allocated and could result in a reduced rate of return for the Fund.
(2) Payment Expectations. Junk bond securities typically contain redemption, call, or prepayment provisions that permit the issuer of securities containing such provisions to redeem the securities at its discretion. During periods of falling interest rates, issuers of these securities are likely to redeem or prepay the securities and refinance them with debt securities with a lower interest rate. To the extent an issuer is able to refinance the securities, or otherwise redeem them, a Fund may have to replace the securities with lower yielding securities, which could result in a lower return for the Fund.
(3) Credit Ratings. Credit ratings are issued by credit rating agencies and are indicative of the rated securities’ safety of principal and interest payments. They do not, however, evaluate the market value risk of junk bond securities and, therefore, may not fully reflect the true risks of such an investment. In addition, credit rating agencies may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality. Investments in junk bonds will depend more upon credit analysis by the Sub-Adviser than investments in investment grade debt securities. The Sub-Adviser employs its own credit research and analysis, which includes a study of the issuer’s existing debt, capital structure, ability to service debts and pay dividends, sensitivity to economic conditions, operating history, and current earnings trend. The Sub-Adviser continually monitors the Funds’ investments and carefully evaluates whether to dispose of or to retain junk bond securities whose credit ratings or credit quality may have changed.
(4) Liquidity and Valuation. A Fund may have difficulty disposing of certain junk bond securities because there may be a thin trading market for such securities. Not all dealers maintain markets in all junk bond securities. As a result, there is no established retail secondary market for many of these securities. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher rated securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. The lack of a liquid secondary market for certain securities may also make it more difficult for a Fund to obtain accurate market quotations for purposes of valuing its securities. Market quotations are generally available on many junk bond issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. During periods of thin trading, the spread between bid and asked prices is likely to increase significantly. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of junk bond securities, especially in a thinly traded market.
Non-U.S. Securities
The Funds may invest in U.S. dollar-denominated securities issued by non-U.S. companies. Investments in securities of non-U.S. companies involve risks in addition to the usual risks inherent in domestic investments, including currency risk.
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Non-U.S. securities are affected by the fact that in many countries there is less publicly available information about issuers than is available in the reports and ratings published about companies in the United States and such issuers may not be subject to uniform accounting, auditing and financial reporting standards. Other risks inherent in non-U.S. investments include expropriation; confiscatory taxation; withholding taxes on dividends and interest; less extensive regulation of non-U.S. brokers, securities markets and issuers; diplomatic developments; and political or social instability. Non-U.S. economies may differ favorably or unfavorably from the U.S. economy in various respects, and many non-U.S. securities are less liquid and their prices tend to be more volatile than comparable U.S. securities. From time to time, non-U.S. securities may be difficult to liquidate rapidly without adverse price effects.
The Funds may also invest in non-U.S. securities by purchasing depositary receipts, including American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) or other securities representing indirect ownership interests in the securities of non-U.S. companies, including New York Shares. Generally, ADRs, in registered form, are denominated in U.S. dollars and are designated for use in the U.S. securities markets, while EDRs and GDRs are typically in bearer form and may be denominated in non-U.S. currencies and are designed for use in European and other markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying non-U.S. security. ADRs, EDRs and GDRs are deemed to have the same classification as the underlying securities they represent, except that ADRs, EDRs and GDRs shall be treated as indirect non-U.S. investments. Thus, an ADR, EDR or GDR representing ownership of common stock will be treated as common stock. ADRs, EDRs and GDRs do not eliminate all of the risks associated with directly investing in the securities of non-U.S. companies, such as changes in non-U.S. currency exchange rates. However, by investing in ADRs rather than directly in non-U.S. companies’ stock, the Funds avoid currency risks during the settlement period.
Other types of depositary receipts include American Depositary Shares (“ADSs”), Global Depositary Certificates (“GDCs”) and International Depositary Receipts (“IDRs”). ADSs are shares issued under a deposit agreement representing the underlying ordinary shares that trade in the issuer’s home market. An ADR, described above, is a certificate that represents a number of ADSs. GDCs and IDRs are typically issued by a non-U.S. bank or trust company, although they may sometimes also be issued by a U.S. bank or trust company. GDCs and IDRs are depositary receipts that evidence ownership of underlying securities issued by either a non-U.S. or a U.S. corporation.
Depositary receipts may be available through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by a depositary and the issuer of the security underlying the receipt. An unsponsored facility may be established by a depositary without participation by the issuer of the security underlying the receipt. There are greater risks associated with holding unsponsored depositary receipts. For example, if a Fund holds an unsponsored depositary receipt, it will generally bear all of the costs of establishing the unsponsored facility. In addition, the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security. Whether a sponsored or unsponsored facility, there is no assurance that either would pass through to the holders of the receipts voting rights with respect to the deposited securities.
In considering whether to invest in the securities of a non-U.S. company, the portfolio managers consider such factors as the characteristics of the particular company, differences between economic trends, and the performance of securities markets in the United States and other countries. The portfolio managers also consider factors relating to the general economic, governmental and social conditions of the country or countries where the company is located.
Securities transactions conducted outside the United States may not be regulated as rigorously as in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, non-U.S. securities, currencies and other instruments. The value of such positions also could be adversely affected by (i) other complex non-U.S. political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in a Fund’s ability to act upon economic events occurring in non-U.S. markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and the margin requirements than in the United States, (v) currency exchange rate changes, and (vi) lower trading volume and liquidity.
Emerging Markets Risk
The Funds may invest in securities issued by companies located in emerging markets. Emerging market countries are generally in the initial stages of their industrialization cycles with low per capita
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income. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. They generally do not have the level of market efficiency and strict standards in accounting and securities regulation to be on par with advanced economies, but emerging markets will typically have a physical financial infrastructure, including banks, a stock exchange and a unified currency. Investments in emerging markets come with much greater risk due to political instability, domestic infrastructure problems, currency volatility and limited investment opportunities (many large companies may still be “state-run” or private). Also, local securities exchanges may not offer liquid markets for outside investors. All of the risks of investing in non-U.S. securities described above are heightened by investing in emerging markets countries.
Currency Risk
Even though the non-U.S. securities held by a Fund are traded in U.S. dollars, their prices are typically indirectly influenced by currency fluctuations. The exchange rates between the U.S. dollar and non-U.S. currencies depend upon such factors as supply and demand in the currency exchange markets, international balance of payments, governmental intervention, speculation and other economic and political conditions. The Funds may also be subject to currency risk through investments in ADRs and other non-U.S. securities denominated in U.S. dollars.
Pass-Through Securities
Nuveen Flexible Income Fund may invest in pass-through securities. A pass-through security is a share or certificate of interest in a pool of debt obligations that have been repackaged by an intermediary, such as a bank or broker-dealer. The purchaser of a pass-through security receives an undivided interest in the underlying pool of securities. The issuers of the underlying securities make interest and principal payments to the intermediary which are passed through to purchasers, such as the Fund. The most common type of pass-through securities are mortgage-backed securities. GNMA Certificates are mortgage-backed securities that evidence an undivided interest in a pool of mortgage loans. GNMA Certificates differ from bonds in that principal is paid back monthly by the borrowers over the term of the loan rather than returned in a lump sum at maturity. The Fund may purchase modified pass-through GNMA Certificates, which entitle the holder to receive a share of all interest and principal payments paid and owned on the mortgage pool, net of fees paid to the issuer and GNMA, regardless of whether or not the mortgagor actually makes the payment. GNMA Certificates are backed as to the timely payment of principal and interest by the full faith and credit of the U.S. government.
FHLMC issues two types of mortgage pass-through securities: mortgage participation certificates and guaranteed mortgage certificates. Participation certificates resemble GNMA Certificates in that the participation certificates represent a pro rata share of all interest and principal payments made and owed on the underlying pool. FHLMC guarantees timely payments of interest on the participation certificates and the full return of principal. Guaranteed mortgage certificates also represent a pro rata interest in a pool of mortgages. However, these instruments pay interest semi-annually and return principal once a year in guaranteed minimum payments. This type of security is guaranteed by FHLMC as to timely payment of principal and interest but is not backed by the full faith and credit of the U.S. government.
FNMA issues guaranteed mortgage pass-through certificates. FNMA Certificates resemble GNMA Certificates in that each FNMA Certificate represents a pro rata share of all interest and principal payments made and owned on the underlying pool. This type of security is guaranteed by the FNMA as to timely payment of principal and interest but is not backed by the full faith and credit of the U.S. government.
There are also private entities that issue mortgage-backed securities that resemble those issued by GNMA, FHLMC and FNMA. Such private entities generally issue certificates that represent a pro rata interest in a pool of mortgages. Such certificates are not backed by the full faith and credit of the U.S. government. However, they typically maintain credit enhancement through the structure of the offering or from third party insurers.
Except for guaranteed mortgage certificates, each of the mortgage-backed securities described above is characterized by monthly payments to the holder, reflecting the monthly payments made by the borrowers who received the underlying mortgage loans. The payments to the securities holders, such as the Fund, like the payments on the underlying loans, represent both principal and interest. Although the underlying mortgage loans are for specified periods of time, such as 20 or 30 years, the borrowers can, and typically do, pay them off sooner. Thus, the security holders frequently receive prepayments of principal in addition to the principal that is part of the regular monthly payments. Estimated prepayment rates will be a factor considered in calculating the average weighted maturity of the Fund which owns
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these securities. A borrower is more likely to prepay a mortgage that bears a relatively high rate of interest. This means that in times of declining interest rates, higher yielding mortgage-backed securities held by the Fund might be converted to cash and the Fund will be forced to accept lower interest rates when that cash is used to purchase additional securities in the mortgage-backed securities sector or in other investment sectors. Additionally, prepayments during such periods will limit the Fund’s ability to participate in as large a market gain as may be experienced with a comparable security not subject to prepayment.
Preferred Securities
The Funds may invest in preferred securities with different distribution structures. The various coupon structures may be broadly characterized as follows:
· Fixed Rate Preferred Securities are preferred securities that pay a fixed rate of interest throughout the life of the security and tend to exhibit more price volatility during times of rising or falling interest rates than securities with variable or floating rates of interest. The value of fixed-rate securities tends to fall when interest rates rise (and vice versa).
· Fixed-to-Fixed Preferred Securities are preferred securities that have a distribution rate of payment that is fixed for a certain period (typically five or ten years when first issued) and such period is usually aligned with the first call date. After the defined period expires, the fixed distribution rate then resets to another fixed distribution rate, according to a specified formula, and typically resets with the same longer-term frequency for the remaining life of the security (typically five or ten years).
· Fixed-to-Floating Preferred Securities are preferred securities that have a distribution rate of payment that is fixed for a certain period (typically five or ten years when first issued) and such period is usually aligned with the first call date. After this period, distribution rates vary for the remaining life of the security, periodically adjusting according to a specified formula, usually with reference to some interest rate index or market interest rate. The value of fixed-to-floating preferred securities may fluctuate less in response to market interest rate movements than the value of preferred securities with a fixed interest rate, because the interest rate paid by fixed-to-floating preferred securities is variable.
· Floating-Rate Preferred Securities are preferred securities that offer a distribution rate of payment that resets periodically (commonly every 90 days) to an increment over some predetermined interest rate index or benchmark rate. Some commonly used indices include the 3-month U.S. Treasury bill rate, the 180-day U.S. Treasury bill, or the one-month or three-month LIBOR. The value of floating-rate preferred securities may fluctuate less in response to market interest rate movements than the value of preferred securities with a fixed interest rate. For the floating-rate preferred securities that use LIBOR, which is scheduled to be phased out, as a benchmark rate, there remains some uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. Any potential effects of the transition away from LIBOR on a Fund or on certain instruments in which a Fund invests can be difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. In addition, interest rate provisions included in such contracts may need to be renegotiated in contemplation of the transition away from LIBOR. The transition may also result in a reduction in the value of certain instruments held by a Fund or a reduction in the effectiveness of related Fund transactions such as hedges. In addition, an instrument’s transition to a replacement rate could result in variations in the reported yields of a Fund that holds such instrument. The usefulness of LIBOR as a benchmark could deteriorate during the transition period and, at this time, it is not possible to predict the effect of the establishment of replacement rates or any other reforms to LIBOR. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Fund.
As a general matter, dividend or interest payments on preferred securities may be cumulative or non-cumulative. Although issuers of cumulative preferred securities generally can defer distributions for a specified period of time, no redemption can typically take place unless all cumulative payment obligations have been met. Issuers may, however, be able to engage in open-market repurchases without regard to any cumulative dividends payable. For non-cumulative preferred securities, the issuer does not have any obligation with respect to skipped payments.
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Preferred securities may be issued with either a final maturity date, or as a perpetual structure. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer’s option for a specified time without any adverse consequence to the issuer.
Real Estate Investment Trust (“REIT”) Securities
The Funds may invest in REITs. REITs are publicly traded corporations or trusts that specialize in acquiring, holding, and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 90% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.
REITs generally can be classified as equity REITs, mortgage REITs and hybrid REITs. An equity REIT invests the majority of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation which are realized through property sales. A mortgage REIT invests the majority of its assets in real estate mortgage loans and services its income primarily from interest payments. A hybrid REIT combines the characteristics of an equity REIT and a mortgage REIT.
Investing in REITs would subject a Fund to risks associated with the real estate industry. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies which own and operate real estate directly, companies which lend to such companies, and companies which service the real estate industry.
A Fund is also subject to risks associated with direct investments in REITs. Equity REITs will be affected by changes in the values of and income from the properties they own, while mortgage REITs may be affected by the credit quality of the mortgage loans they hold. In addition, REITs are dependent on specialized management skills and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through treatment of their income under the Code or their failure to maintain an exemption from registration under the 1940 Act. By investing in REITs indirectly through a Fund, a shareholder bears not only a proportionate share of the expenses of the Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.
Structured Notes
Nuveen Flexible Income Fund may invest in structured notes the performance of which is determined by reference to an underlying stock, basket of stocks or stock index (the “reference asset”). Such structured notes will generally have a fixed interest payment and a principal amount that will be adjusted upward (but often not beyond a cap) or downward (but not below zero) based on changes in the value of the reference asset while the notes are outstanding. Structured notes are privately negotiated debt instruments that represent the unsecured obligation of the issuer; they do not represent any ownership of the underlying reference asset. Investments in structured notes involve certain risks, including the credit risk of the issuer and the normal risk that the price of a debt security will decline in response to an increase in interest rates. Further, such investments are subject to the risks of an investment in the reference asset, since a decline in the value of the reference asset will reduce the principal amount of the structured note. Finally, these securities may be less liquid than other types of securities, and may be more volatile than the underlying reference asset.
Warrants
Nuveen Flexible Income Fund may invest in warrants if, after giving effect thereto, not more than 5% of its net assets will be invested in warrants other than warrants acquired in units or attached to other securities. Investing in warrants is purely speculative in that they have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. Warrants are issued by the issuer of a security and provide their holder the option to purchase that security upon the warrants’ exercise at a specific price for a specific period of time. They do not represent ownership of the securities
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but only the right to buy them. The prices of warrants do not necessarily parallel the prices of the underlying securities.
Other Investment Policies and Techniques
Illiquid Investments
Each Fund may invest in illiquid investments (i.e., investments that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). For purposes of this restriction, illiquid investments include, but are not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws) and repurchase agreements with maturities in excess of seven days. However, a Fund will not acquire illiquid investments if, as a result, such securities would comprise more than 15% of the value of the Fund’s net assets. The Board of Trustees or its delegate has the ultimate authority to determine, to the extent permissible under the federal securities laws, which securities are liquid or illiquid for purposes of this 15% limitation. The Board of Trustees has delegated to the Adviser the day-to-day determination of the illiquidity of any portfolio security, although it has retained oversight over and ultimate responsibility for such determinations. The Adviser works with and to a large extent relies on the expertise and advice of the Sub-Adviser in making these liquidity determinations. Although no definitive liquidity criteria are used, the Board of Trustees has directed the Adviser to look to such factors as (i) the nature of the market for a security (including the institutional private resale market; the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security; and the amount of time normally needed to dispose of the security, the method of soliciting offers and the mechanics of transfer), (ii) the terms of certain securities or other instruments allowing for the disposition to a third party or the issuer thereof (e.g., certain repurchase obligations and demand instruments), and (iii) other permissible relevant facts.
Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act of 1933, as amended. Where registration is required, a Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, a Fund might obtain a less favorable price than that which prevailed when it decided to sell. Illiquid investments will be priced at fair value as determined in good faith by the Board of Trustees or its delegate.
Initial Public Offerings (“IPO”)
Nuveen Flexible Income Fund may invest a portion of its assets in securities of companies offering shares in IPOs. IPOs may have a magnified performance impact on a fund with a small asset base. The impact of IPOs on the Fund’s performance likely will decrease as the Fund’s asset size increases, which could reduce the Fund’s total returns. IPOs may not be consistently available to the Fund for investing, particularly as the Fund’s asset base grows. Because IPO shares frequently are volatile in price, the Fund may hold IPO shares for a very short period of time. This may increase the turnover of the Fund and may lead to increased expenses for the Fund, such as commissions and transaction costs. By selling shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. The limited number of shares available for trading in some IPOs may make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Holders of IPO shares (including the Fund) can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.
The Fund’s investment in IPO shares may include the securities of unseasoned companies (companies with less than three years of continuous operations), which present risks considerably greater than common stocks of more established companies. These companies may have limited operating histories and their prospects for profitability may be uncertain. These companies may be involved in new and evolving businesses and may be vulnerable to competition and changes in technology, markets and economic conditions. These companies may also be more dependent on key managers and third parties and may have limited product lines.
Short Sales Against the Box
When a Fund’s portfolio managers believe that the price of a particular security held by the Fund may decline, it may make “short sales against the box” to hedge the unrealized gain on such security. Selling
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short against the box involves selling a security which the Fund owns for delivery at a specified date in the future. A Fund will limit its transactions in short sales against the box to 5% of its net assets. If, for example, a Fund bought 100 shares of ABC at $40 per share in January and the price appreciates to $50 in March, the Fund might “sell short” the 100 shares at $50 for delivery the following July. Thereafter, if the price of the stock declines to $45, it will realize the full $1,000 gain rather than the $500 gain it would have received had it sold the stock in the market. On the other hand, if the price appreciates to $55 per share, the Fund would be required to sell at $50 and thus receive a $1,000 gain rather than the $1,500 gain it would have received had it sold the stock in the market. A Fund may also be required to pay a premium for short sales which would partially offset any gain.
When-Issued or Delayed-Delivery Transactions
Each Fund may from time to time purchase securities on a “when-issued” or other delayed-delivery basis. The price of securities purchased on a when-issued basis is fixed at the time the commitment to purchase is made, but delivery and payment for the securities take place at a later date. Normally, the settlement date occurs within 45 days of the purchase. During the period between the purchase and settlement, no payment is made by a Fund to the issuer and no interest is accrued on debt securities and no dividend income is earned on equity securities. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date. This risk is in addition to the risk of decline in value of a Fund’s other assets. Although when-issued securities may be sold prior to the settlement date, the Funds intend to purchase such securities with the purpose of actually acquiring them. At the time a Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the value of the security in determining its net asset value. The Funds do not believe that net asset value will be adversely affected by purchases of securities on a when-issued basis.
Each Fund will designate on its books or maintain in a segregated account cash and liquid securities equal in value to commitments for when-issued securities. When the time comes to pay for when-issued securities, each Fund will meet its obligations from then-available cash flow, sale of the segregated securities, sale of other securities or, although it would not normally expect to do so, from the sale of the when-issued securities themselves (which may have a market value greater or less than the Fund’s payment obligation).
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MANAGEMENT
The management of the Trust, including general supervision of the duties performed for the Funds by the Adviser under the Investment Management Agreement, is the responsibility of the Board of Trustees. The number of trustees of the Trust is 12, all of whom are not interested persons (referred to herein as “independent trustees”). None of the independent trustees has ever been a trustee, director or employee of, or consultant to, the Adviser or its affiliates. The names, business addresses and years of birth of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each trustee oversees and other directorships they hold are set forth below. Except as noted in the table below, the trustees of the Trust are directors or trustees, as the case may be, of 142 Nuveen-sponsored registered investment companies (the “Nuveen Funds”), which include 65 open-end mutual funds (the “Nuveen Mutual Funds”), 59 closed-end funds and 18 exchange-traded funds.
Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
Independent Trustees: |
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|
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Jack B. Evans
|
Trustee |
Term—Indefinite
|
Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation (private philanthropic corporation); Life Trustee of Coe College; formerly, Director, Public Member, American Board of Orthopaedic Surgery (2015-2020); Director (1997-2003), Federal Reserve Bank of Chicago; President and Chief Operating Officer (1972-1995), SCI Financial Group, Inc. (regional financial services firm); Member and President Pro Tem of the Board of Regents for the State of Iowa University System (2007-2013); Director (1996-2015), The Gazette Company (media and publishing). |
142 |
Formerly, Director and Chairman (2009-2021), United Fire Group, a publicly held company; Director (2000-2004), Alliant Energy. |
|
|
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William C. Hunter
|
Trustee |
Term—Indefinite
|
Dean Emeritus, formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; past Director (2005-2015) and past President (2010-2014) of Beta Gamma Sigma, Inc., The International Business Honor Society; formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance (2003-2006), School of Business at the University of Connecticut; previously, Senior Vice President and Director of Research (1995-2003) at the Federal Reserve Bank of Chicago. |
142 |
Director (since 2009) of Wellmark, Inc.; formerly, Director (2004-2018) of Xerox Corporation. |
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Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
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Amy B. R. Lancellotta
|
Trustee |
Term—Indefinite
|
Formerly, Managing Director, Independent Directors Council (IDC) (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006); Member of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA) (since 2020). |
142 |
None |
|
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Joanne T. Medero
|
Trustee |
Term—Indefinite
|
Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019). |
142 |
None |
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Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
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Albin F. Moschner
|
Trustee |
Term—Indefinite
|
Founder and Chief Executive Officer, Northcroft Partners, LLC (management consulting) (since 2012); previously, held positions at Leap Wireless International, Inc. (consumer wireless services), including Consultant (2011-2012), Chief Operating Officer (2008-2011) and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (telecommunication services) (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunication services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics). |
142 |
Formerly, Chairman (2019) and Director (2012-2019), USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment transactions; formerly, Director, Wintrust Financial Corporation (1996-2016). |
|
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John K. Nelson
|
Trustee |
Term—Indefinite
|
Member of Board of Directors of Core12 LLC (private firm which develops branding, marketing and communications strategies for clients) (since 2008); served The President's Council of Fordham University (2010-2019) and previously a Director of the Curran Center for Catholic American Studies (2009-2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP (2012-2014); former Chair of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007. |
142 |
None |
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Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
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Judith M. Stockdale
|
Trustee |
Term—Indefinite
|
Board Member of the Land Trust Alliance (national public charity addressing natural land and water conservation in the U.S.) (since 2013); formerly, Board Member of the U.S. Endowment for Forestry and Communities (national endowment addressing forest health, sustainable forest production and markets, and economic health of forest-reliant communities in the U.S.) (2013-12/2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (private foundation endowed to support both natural land conservation and artistic vitality); prior thereto, Executive Director, Great Lakes Protection Fund (endowment created jointly by seven of the eight Great Lake states’ Governors to take a regional approach to improving the health of the Great Lakes) (1990-1994). |
142 |
None |
|
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Carole E. Stone
|
Trustee |
Term—Indefinite
|
Former Director, Chicago Board Options Exchange, Inc. (2006-2017) and C2 Options Exchange, Incorporated (2009-2017); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010). |
142 |
Formerly, Director (2010-2020), Cboe Global Markets, Inc. (formerly named CBOE Holdings, Inc.). |
|
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Matthew Thornton III
|
Trustee |
Term—Indefinite
|
Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly, Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (a non-profit organization dedicated to preventing childhood injuries). |
142 |
Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Member of the Board of Directors (since 2020), Crown Castle International (provider of communications infrastructure). |
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Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
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Terence J. Toth
|
Chair of
|
Term—Indefinite
|
Formerly, Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); Director, Quality Control Corporation (manufacturing) (since 2012); formerly, Director, Fulcrum IT Service LLC (information technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994); Member, Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy) (since 2012) and is Chair of its Investment Committee; formerly, Member, Chicago Fellowship Board (philanthropy) (2005-2016); 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). |
142 |
None |
|
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Margaret L. Wolff
|
Trustee |
Term—Indefinite
|
Formerly, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services) (2005-2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the Board of Trustees of The John A. Hartford Foundation (philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College. |
142 |
Formerly, Member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). |
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Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
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Robert L. Young
|
Trustee |
Term—Indefinite
|
Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017). |
142 |
None |
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|
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Name, Business Address
|
Position(s) Held
|
Term of Office and Length of Time
|
Principal Occupation(s) During Past Five Years |
Officers of the Trust: |
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Mark J. Czarniecki
|
Vice President and Secretary |
Term—Indefinite
|
Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2016) and Nuveen Fund Advisors, LLC (since 2017); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2018); Vice President and Associate General Counsel of Nuveen (since 2013). |
|
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Diana R. Gonzalez
|
Vice President and Assistant Secretary |
Term—Indefinite
|
Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2017); Vice President and Associate General Counsel of Nuveen (since 2017); formerly, Associate General Counsel of Jackson National Asset Management (2012-2017). |
|
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Nathaniel T. Jones
|
Vice President and Treasurer |
Term—Indefinite
|
Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Senior Vice President (2016-2017), Vice President (2011-2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst. |
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Tina M. Lazar
|
Vice President |
Term—Indefinite
|
Managing Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC. |
|
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Brian J. Lockhart
|
Vice President |
Term—Indefinite
|
Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Vice President (2010-2017) of Nuveen, Head of Investment Oversight (since 2017), formerly, Team Leader of Manager Oversight (2015-2017); Managing Director (since 2019), Nuveen Fund Advisors, LLC; Chartered Financial Analyst and Certified Financial Risk Manager. |
|
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Jacques M. Longerstaey
|
Vice President |
Term—Indefinite
|
Senior Managing Director, Chief Risk Officer, Nuveen, LLC (since 2019); Senior Managing Director (since 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and Model Risk Officer, Wealth & Investment Management Division, Wells Fargo Bank (NA) (2013–2019). |
|
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Kevin J. McCarthy
|
Vice President and Assistant Secretary |
Term—Indefinite
|
Senior Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017), Managing Director and Assistant Secretary (2008-2016); Senior Managing Director (since 2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly, Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Fund Advisors, LLC, formerly, Co-General Counsel (2011-2020), Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Asset Management, LLC, formerly, Associate General Counsel (2011-2020), Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011-2016); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, and Winslow Capital Management, LLC (since 2010); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative Investments, LLC. |
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Jon Scott Meissner
|
Vice President and Assistant Secretary |
Term—Indefinite
|
Managing Director of Mutual Fund Tax and Financial Reporting groups at Nuveen, LLC (since 2017); Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Director of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2016); Senior Director (since 2015) Mutual Fund Taxation to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has held various positions with TIAA since 2004. |
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Board Leadership Structure and Risk Oversight
The Board of Directors or the Board of Trustees (as the case may be, each is referred to hereafter as the “Board” or “Board of Trustees” and the directors or trustees of the Nuveen Funds, as applicable, are
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each referred to herein as “trustees”) oversees the operations and management of the Nuveen Funds, including the duties performed for the Nuveen Funds by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of trustees who serve on the board of every fund in the Nuveen Fund complex. In adopting a unitary board structure, the trustees seek to provide effective governance through establishing a board, the overall composition of which will, as a body, possess the appropriate skills, diversity (including, among other things, gender, race and ethnicity), independence and experience to oversee the Nuveen 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 trustees consider, not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent trustees. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background (including, among other things, gender, race and ethnicity), skills, experience and views among 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 trustees across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the investment adviser and other service providers.
In an effort to enhance the independence of the Board, the Board also has a Chair that is an independent trustee. The Board recognizes that a chair can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for fund management, and reinforcing the Board’s focus on the long-term interests of shareholders. The Board recognizes that a chair may be able to better perform these functions without any conflicts of interests arising from a position with fund management. Accordingly, the trustees have elected Mr. Toth to serve as the independent Chair of the Board. Specific responsibilities of the Chair include: (i) presiding at all meetings of the Board and of the shareholders; (ii) seeing that all orders and resolutions of the trustees are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the trustees 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 trustees to focus on particular operations or issues affecting the Nuveen Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation 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 trustees among the different committees allows the trustees to gain additional and different perspectives of a Nuveen 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 Open-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 Mr. Toth, Chair, Ms. Wolff and Mr. Young. During the fiscal year ended September 30, 2021, the Executive Committee did not meet.
The Audit Committee assists the Board in the oversight and monitoring of the accounting and reporting policies, processes and practices of the Nuveen Funds, and the audits of the financial statements of the Nuveen Funds; the quality and integrity of the financial statements of the Nuveen Funds; the Nuveen Funds’ compliance with legal and regulatory requirements relating to the Nuveen Funds’ financial statements; the independent auditors’ qualifications, performance and independence;
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and the pricing procedures of the Nuveen Funds and the Adviser’s internal valuation group. 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 Nuveen Funds’ portfolios. Subject to the Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Nuveen Funds’ pricing procedures and actions taken by the Adviser’s internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Nuveen Funds’ securities brought to its attention and considers the risks to the Nuveen Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Nuveen Funds in conjunction with performing its functions.
To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Nuveen Funds and the Adviser’s internal audit group. The Audit Committee also may review in a general manner the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Nuveen Funds’ financial statements. The committee operates under a written charter adopted and approved by the Board. Members of the Audit Committee shall be independent (as set forth in the charter) and free of any relationship that, in the opinion of the trustees, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Ms. Stone, Chair, Mr. Evans, Mr. Moschner, Mr. Nelson, Ms. Stockdale and Mr. Young, each of whom is an independent trustee of the Nuveen Funds. During the fiscal year ended September 30, 2021, the Audit Committee met four times.
The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. 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 of the Nuveen Funds.
In addition, the Nominating and Governance Committee, among other things, makes recommendations concerning the continuing education of trustees; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with members of the Board; and periodically reviews and makes recommendations about any appropriate changes to trustee compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to William Siffermann, Manager of Fund Board Relations, Nuveen, LLC, 333 West Wacker Drive, Chicago, IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new trustees and reserves the right to interview any and all candidates and to make the final selection of any new trustees. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence meetings to sub-advisers and service providers) and, if qualifying as an independent trustee candidate, independence from the Adviser, the Sub-Adviser, the Distributor and other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent trustees at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with
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management and yet maintain a collegial and collaborative manner toward other Board members. The committee operates under a written charter adopted and approved by the Board. This committee is composed of the independent trustees of the Nuveen Funds. Accordingly, the members of the Nominating and Governance Committee are Mr. Toth, Chair, Mr. Evans, Dr. Hunter, Ms. Lancellotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Ms. Stockdale, Ms. Stone, Mr. Thornton, Ms. Wolff and Mr. Young. During the fiscal year ended September 30, 2021, the Nominating and Governance Committee met seven times.
The Dividend Committee is authorized to declare distributions on the Nuveen Funds’ shares, including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are Mr. Young, Chair, Mr. Moschner, Mr. Nelson and Mr. Thornton. During the fiscal year ended September 30, 2021, the Dividend Committee met three times.
The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Nuveen Funds that are not otherwise the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Nuveen Funds’ compliance and risk matters. As part of its duties, the Compliance Committee reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Nuveen Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.
In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of 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 committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Nuveen Funds in adopting a particular approach compared to the anticipated benefits to the Nuveen 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 Nuveen 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 Nuveen Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the Adviser’s investment services group 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 committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Ms. Wolff, Chair, Dr. Hunter, Ms. Lancellotta, Ms. Medero, Mr. Nelson, Mr. Thornton and Mr. Toth. During the fiscal year ended September 30, 2021, the Compliance Committee met four times.
The Open-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen Funds that are registered as open-end management investment companies (“Open-End Funds”). The committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Open-End Fund and may review and evaluate any matters relating to any existing Open-End Fund. The committee operates under a written charter adopted and approved by the Board. The members of the Open-End Funds Committee are Mr. Moschner, Chair, Ms. Medero, Ms. Stockdale, Ms. Stone, Mr. Thornton, Mr. Toth and Mr. Young. During the fiscal year ended September 30, 2021, the Open-End Funds Committee met four times.
Board Diversification and Trustee Qualifications
In determining that a particular trustee was qualified to serve on the Board, the Board has considered each trustee’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that trustees need to have the ability to critically
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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 trustee satisfies this standard. An effective trustee 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 trustee should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of trustees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any trustee 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.
Jack B. Evans
Mr. Evans has served as Chairman (since 2019) and President (1996-2019) of the Hall-Perrine Foundation, a private philanthropic corporation. Mr. Evans was formerly President and Chief Operating Officer (1972-1995) of the SCI Financial Group, Inc., a regional financial services firm headquartered in Cedar Rapids, Iowa. He was a member of the Board of the Federal Reserve Bank of Chicago from 1997 to 2003 as well as a Director of Alliant Energy from 2000 to 2004 and Member and President Pro Tem of the Board of Regents for the State of Iowa University System from 2007 to 2013. Mr. Evans is a Life Trustee of Coe College and formerly served as Chairman of the Board of United Fire Group from 2009 to 2021, served as a Director and Public Member of the American Board of Orthopaedic Surgery from 2015 to 2020 and served on the Board of The Gazette Company from 1996 to 2015. He has a Bachelor of Arts from Coe College and an M.B.A. from the University of Iowa.
William C. Hunter
Dr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa in 2012, after having served as Dean of the College since July 2006. He had been Dean and Distinguished Professor of Finance at the University of Connecticut School of Business from 2003 to 2006. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. He has held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. He has consulted with numerous foreign central banks and official agencies in Europe, Asia, Central America and South America. He has been a Director of Wellmark, Inc. since 2009. He is a past Director (2005-2015) and a past President (2010-2014) of Beta Gamma Sigma, Inc., The International Business Honor Society and a past Director (2004-2018) of the Xerox Corporation. Dr. Hunter received his PhD (1978) and MBA (1970) from Northwestern University and his BS from Hampton University (1970).
Amy B.R. Lancellotta
After 30 years of service, Ms. Lancellotta retired at the end of 2019 from the Investment Company Institute (ICI), which represents regulated investment companies on regulatory, legislative and securities industry initiatives that affect funds and their shareholders. From November 2006 until her retirement, Ms. Lancellotta served as Managing Director of ICI’s Independent Directors Council (IDC), which supports fund independent directors in fulfilling their responsibilities to promote and protect the interests of fund shareholders. At IDC, Ms. Lancellotta was responsible for all ICI and IDC activities relating to the fund independent director community. In conjunction with her responsibilities, Ms. Lancellotta advised and represented IDC, ICI, independent directors and the investment company industry on issues relating to fund governance and the role of fund directors. She also directed and coordinated IDC’s education, communication, governance and policy initiatives. Prior to serving as Managing Director of IDC, Ms. Lancellotta held various other positions with ICI beginning in 1989. Before joining ICI, Ms. Lancellotta was an associate at two Washington, D.C. law firms. In addition, since 2020, she has been a member of the Board of Directors of the Jewish Coalition Against Domestic Abuse (JCADA), an organization that seeks to end power-based violence, empower survivors and ensure safe communities. Ms. Lancellotta received a B.A. degree from Pennsylvania State University in 1981 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1984.
Joanne T. Medero
Ms. Medero has over 30 years of financial services experience and, most recently, from December 2009 until her retirement in July 2020, she was a Managing Director in the Government Relations and
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Public Policy Group at BlackRock, Inc. (BlackRock). From July 2018 to July 2020, she was also Senior Advisor to BlackRock’s Vice Chairman, focusing on public policy and corporate governance issues. In 1996, Ms. Medero joined Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI, she was a Managing Director and served as Global General Counsel and Corporate Secretary until 2006. Then, from 2006 to 2009, Ms. Medero was a Managing Director and Global Head of Government Relations and Public Policy at Barclays Group (IBIM), where she provided policy guidance and directed legislative and regulatory advocacy programs for the investment banking, investment management and wealth management businesses. Before joining BGI, Ms. Medero was a Partner at Orrick, Herrington & Sutcliffe LLP from 1993 to 1995, where she specialized in derivatives and financial markets regulation issues. Additionally, she served as General Counsel of the Commodity Futures Trading Commission (CFTC) from 1989 to 1993 and, from 1986 to 1989, she was Deputy Associate Director/Associate Director for Legal and Financial Affairs at The White House Office of Presidential Personnel. Further, from 2006 to 2010, Ms. Medero was a member of the CFTC Global Markets Advisory Committee and she has been actively involved in financial industry associations, serving as Chair of the Steering Committee of the SIFMA (Securities Industry and Financial Markets Association) Asset Management Group (2016-2018) and Chair of the CTA (Commodity Trading Advisor), CPO (Commodity Pool Operator) and Futures Committee of the Managed Funds Association (2010-2012). Currently, Ms. Medero chairs the Corporations, Antitrust and Securities Practice Group of The Federalist Society for Law and Public Policy (since 2010 and from 2000 to 2002). In addition, since 2019, she has been a member of the Board of Directors of the Baltic-American Freedom Foundation, which seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the United States. Ms. Medero received a B.A. degree from St. Lawrence University in 1975 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1978.
Albin F. Moschner
Mr. Moschner is a consultant in the wireless industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr. Moschner held various positions at Leap Wireless International, Inc., a provider of wireless services, where he was a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008. Before he joined Leap Wireless International, Inc., Mr. Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to 2000. Mr. Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995. Mr. Moschner was Chairman of the Board (2019) and a member of the Board of Directors (2012-2019) of USA Technologies, Inc. and, from 1996 until 2016, he was a member of the Board of Directors of Wintrust Financial Corporation. In addition, he is emeritus (since 2018) of the Advisory Boards of the Kellogg School of Management (1995-2018) and the Archdiocese of Chicago Financial Council (2012-2018). Mr. Moschner received a Bachelor of Engineering degree in Electrical Engineering from The City College of New York in 1974 and a Master of Science degree in Electrical Engineering from Syracuse University in 1979.
John K. Nelson
Mr. Nelson is on the Board of Directors of Core12, LLC (since 2008), a private firm that develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank's Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank's representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014). At Fordham University, he served as a director of The President's Council (2010- 2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as a trustee and Chairman of The Board of Trustees of Marian University (2011-2013). Mr. Nelson is a graduate of Fordham University and holds a BA in Economics (1984) and an MBA in Finance (1991).
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Judith M. Stockdale
Ms. Stockdale retired in 2012 as Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Low Country of South Carolina. She is currently a board member of the Land Trust Alliance (since 2013). Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands, and Senior Staff Associate at the Chicago Community Trust. She has served on the Advisory Council of the National Zoological Park, the Governor’s Science Advisory Council (Illinois), and the Nancy Ryerson Ranney Leadership Grants Program. She has served on the Boards of Brushwood Center, Forefront f/k/a Donors Forum and the U.S. Endowment for Forestry and Communities. 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 recently retired from the Board of Directors of the Cboe Global Markets, Inc. (formerly, CBOE Holdings, Inc.), having served from 2010-2020. She previously served on the Boards of the Chicago Board Options Exchange and C2 Options Exchange, Incorporated. 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. She has also served as the Chair of the New York Racing Association Oversight 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.
Matthew Thornton III
Mr. Thornton has over 40 years of broad leadership and operating experience from his career with FedEx Corporation (“FedEx”), which, through its portfolio of companies, provides transportation, e-commerce and business services. In November 2019, Mr. Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for day-to-day operations, strategic guidance, modernization of freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr. Thornton served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr. Thornton held a range of positions of increasing responsibility with FedEx, including various management positions. In addition, Mr. Thornton currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance Committee, and the Board of Directors of Crown Castle International (since 2020), where he is a member of the Strategy Committee and the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide®, a non-profit organization dedicated to the prevention of childhood injuries. Mr. Thornton is a member (since 2014) of the Executive Leadership Council (ELC), the nation’s premier organization of global black senior executives. He is also a member of the National Association of Corporate Directors (NACD). Mr. Thornton has been recognized by Black Enterprise on its 2017 list of the Most Powerful Executives in Corporate America and by Ebony on its 2016 Power 100 list of the world’s most influential and inspiring African Americans. Mr. Thornton received a B.B.A. degree from the University of Memphis in 1980 and an M.B.A. from the University of Tennessee in 2001.
Terence J. Toth
Mr. Toth, the Nuveen Funds’ Independent Chair, was a Co-Founding Partner of Promus Capital (2008-2017). From 2010 to 2019, he was a Director of Fulcrum IT Service LLC and from 2012 to 2016, he was a Director of LogicMark LLC. From 2008 to 2013, he was a Director of Legal & General Investment Management America, Inc. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the Boards of Quality Control Corporation (since 2012) and Catalyst Schools of Chicago (since 2008). He is on the Mather Foundation Board (since 2012) and is the Chair 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.
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Margaret L. Wolff
Ms. Wolff retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years of providing client service in the Mergers & Acquisitions Group. During her legal career, Ms. Wolff devoted significant time to advising boards and senior management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder, fiduciary, operational and management issues. From 2013 to 2017, she was a Board member of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). Ms. Wolff has been a trustee of New York-Presbyterian Hospital since 2005 and, since 2004, she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where she currently is the Chair. From 2005 to 2015, she was a trustee of Mt. Holyoke College and served as Vice Chair of the Board from 2011 to 2015. Ms. Wolff received her Bachelor of Arts from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of Law.
Robert L. Young
Mr. Young has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses, and co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice. Mr. Young holds a Bachelor of Business Administration degree in Accounting from the University of Dayton and, from 2008 to 2011, he served on the Investment Committee of its Board of Trustees.
Board Compensation
The following table shows, for each independent trustee, (1) the aggregate compensation (including deferred amounts) paid by the Funds for the fiscal year ended September 30, 2021, (2) the amount of total compensation paid by the Funds that has been deferred, and (3) the total compensation (including deferred amounts) paid to each trustee by the Nuveen Funds during the fiscal year ended September 30, 2021. Pursuant to the Board’s deferred compensation plan, a portion of the independent trustees’ compensation may be deferred and treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. The amount of total compensation that has been deferred provided below represents the total deferred fees (including the return from the assumed investment in the eligible Nuveen Funds) payable from the Funds.
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Name of Trustee |
Aggregate
|
Amount of Total
|
Total Compensation
|
|||||||||||||||
Jack B. Evans |
$ |
15,039 |
$ |
1,224 |
$ |
394,846 |
||||||||||||
William C. Hunter |
15,294 |
— |
403,750 |
|||||||||||||||
Amy B. R. Lancellotta1 |
745 |
— |
18,500 |
|||||||||||||||
Joanne T. Medero2 |
745 |
— |
18,500 |
|||||||||||||||
Albin F. Moschner |
15,158 |
— |
401,950 |
|||||||||||||||
John K. Nelson |
16,023 |
— |
425,250 |
|||||||||||||||
Judith M. Stockdale |
15,397 |
6,079 |
404,051 |
|||||||||||||||
Carole E. Stone |
15,194 |
4,049 |
404,947 |
|||||||||||||||
Matthew Thornton III3 |
8,762 |
— |
234,500 |
|||||||||||||||
Terence J. Toth |
18,195 |
— |
482,450 |
|||||||||||||||
Margaret L. Wolff |
14,922 |
4,742 |
399,969 |
|||||||||||||||
Robert L. Young |
15,999 |
15,999 |
422,160 |
1 Ms. Lancellotta was appointed to the Board of Trustees of the Nuveen Funds effective June 1, 2021.
2 Ms. Medero was appointed to the Board of Trustees of the Nuveen Funds effective June 1, 2021.
3 Mr. Thornton was elected to the Board of Trustees of the Nuveen Funds effective November 16, 2020.
Prior to January 1, 2021, independent trustees received a $195,000 annual retainer plus (a) a fee of $6,750 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 $5,000 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 Open-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 Chair of the Board received $90,000, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Open-End Funds Committee received $15,000 each as additional retainers. Independent trustees 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, 2021, independent trustees receive a $200,000 annual retainer, increased to $205,000 as of January 1, 2022, plus they receive (a) a fee of $7,000 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance is required and $2,000, increased to $3,000 as of January 1, 2022, per meeting for
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attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000, increased to $2,250 as of January 1, 2022, per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $5,000 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, increased to $1,250 as of January 1, 2022, 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 Open-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 Chair of the Board receives $100,000, increased to $125,000 as of January 1, 2022, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Open-End Funds Committee receive $15,000, increased to $20,000 as of January 1, 2022, each as additional retainers. Independent trustees also receive a fee of $3,500 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. In certain instances fees and expenses will be allocated only to those Nuveen Funds that are discussed at a given meeting. In certain circumstances, such as during the COVID-19 pandemic, the Board may hold in-person meetings by telephonic or videographic means and be compensated at the in-person rate.
The Trust does not have a retirement or pension plan. The Trust is a participant in a deferred compensation plan (the “Deferred Compensation Plan”) that permits any independent trustee to elect to defer receipt of all or a portion of his or her compensation as an independent trustee. The deferred compensation of a participating trustee is credited to a book reserve account of the participating Nuveen Funds when the compensation would otherwise have been paid to the trustee. The value of the trustee’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen Funds. An independent trustee may elect to receive distributions in a lump sum or over a period of five years. No participating Nuveen Fund will be liable for any other fund’s obligations to make distributions under the Deferred Compensation Plan.
The Funds have no employees. Each officer of the Trust serves without any compensation from the Funds. The CCO’s compensation, which is composed of base salary and incentive compensation, is paid by the Adviser, with review and input by the Board. Each Fund reimburses the Adviser for an allocable portion of the Adviser’s cost of the CCO’s incentive compensation.
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Share Ownership
The information in the table below discloses the dollar ranges of (i) each trustee’s beneficial ownership in each Fund, and (ii) each trustee’s aggregate beneficial ownership in all funds within the Nuveen Funds complex, including in each case the value of fund shares elected by the trustee in the trustees’ deferred compensation plan, based on the value of fund shares as of December 31, 2021:
Trustees |
||||||||||||||||||||||||
Evans |
Hunter |
Lancellotta1 |
Medero2 |
Moschner |
Nelson |
Stockdale |
Stone |
Thornton3 |
Toth |
Wolff |
Young |
|||||||||||||
Aggregate Holdings –
|
Over
|
Over
|
$0 |
$0 |
Over
|
Over
|
Over
|
Over
|
$0 |
Over
|
Over
|
Over
|
||||||||||||
Nuveen Flexible Income Fund |
$0 |
$0 |
$0 |
$0 |
$10,001-
|
$0 |
$0 |
$0 |
$0 |
$50,001-
|
$0 |
$0 |
||||||||||||
Nuveen Preferred Securities and Income Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
$10,001-
|
$0 |
$0 |
Over
|
$0 |
$0 |
1 Ms. Lancellotta was appointed to the Board of Trustees of the Nuveen Funds effective June 1, 2021.
2 Ms. Medero was appointed to the Board of Trustees of the Nuveen Funds effective June 1, 2021.
3 Mr. Thornton was elected to the Board of Trustees of the Nuveen Funds effective November 16, 2020.
As of January 4, 2022, the officers and trustees of the Trust, in the aggregate, owned less than 1% of the shares of each of the Funds.
As of January 4, 2022, none of the independent trustees or their immediate family members owned, beneficially, or of record, any securities in (i) an investment adviser or principal underwriter of the Funds or (ii) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Funds.
Sales Loads
Trustees of the Trust and certain other Fund affiliates may purchase the Funds' Class R6 or Class I shares. See the Funds' Prospectus for details.
SERVICE PROVIDERS
Investment Adviser
Nuveen Fund Advisors, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the investment adviser of each Fund, with responsibility for the overall management of each Fund. The Adviser is also responsible for managing the Funds’ business affairs and providing day-to-day administrative services to the Funds. The Adviser has selected its affiliate, Nuveen Asset Management, located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as sub-adviser to manage the investment portfolios of the Funds. For additional information regarding the management services performed by the Adviser and the Sub-Adviser, see “Who Manages the Funds” in the Prospectus.
The Adviser is an affiliate of the Distributor, which is located at 333 West Wacker Drive, Chicago, Illinois 60606. The Distributor is the principal underwriter for the Nuveen Mutual Funds, and has served as co-managing underwriter for the shares of the Nuveen Closed-End Funds. The Adviser and the Distributor are subsidiaries of Nuveen, LLC, the investment management arm of TIAA.
For the management services and facilities furnished by the Adviser, each of the Funds has agreed to pay an annual management fee at a rate set forth in the Prospectus under “Who Manages the Funds.”
Each Fund’s management fee is divided into two components—a complex-level fee based on the aggregate amount of all eligible Nuveen Fund assets and a specific fund-level fee based only on the amount of assets within such Fund. This pricing structure enables Fund shareholders to benefit from growth in the assets within the respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser. Under no circumstances will this pricing structure result in a Fund paying management fees at a rate higher than would otherwise have been applicable had the complex-wide management fee structure not been implemented.
Each Fund has agreed to pay an annual fund-level management fee, payable monthly, based upon the average daily net assets of such Fund as set forth in the Prospectus.
The annual complex-level management fee for each Fund, payable monthly, which is additive to the fund-level fee, is based on the aggregate amount of total eligible assets managed for all Nuveen-branded closed-end funds and Nuveen Mutual Funds as stated in the table below:
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Complex-Level Asset |
Effective Rate at |
|
Breakpoint Level* |
Breakpoint Level |
|
$55 billion |
0.2000% |
|
$56 billion |
0.1996% |
|
$57 billion |
0.1989% |
|
$60 billion |
0.1961% |
|
$63 billion |
0.1931% |
|
$66 billion |
0.1900% |
|
$71 billion |
0.1851% |
|
$76 billion |
0.1806% |
|
$80 billion |
0.1773% |
|
$91 billion |
0.1691% |
|
$125 billion |
0.1599% |
|
$200 billion |
0.1505% |
|
$250 billion |
0.1469% |
|
$300 billion |
0.1445% |
* The complex-level fee is calculated based upon the aggregate daily “eligible assets” of all Nuveen-branded closed-end funds and Nuveen Mutual Funds. Except as described below, eligible assets include the net assets of all Nuveen-branded closed-end funds and Nuveen Mutual Funds organized in the United States. Eligible assets do not include assets attributable to investments in other Nuveen Funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen Fund complex in connection with Nuveen Fund Advisors’ assumption of the management of the former First American Funds effective January 1, 2011, but do include certain assets of certain Nuveen Mutual Funds that were reorganized into funds advised by an affiliate of Nuveen Fund Advisors during the 2019 calendar year. Eligible assets include closed-end fund assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes the closed-end funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining eligible assets in certain circumstances.
A Fund’s complex-level fee rate will not exceed the maximum overall complex-level fee rate of 0.2000%. As of December 31, 2021, each Fund’s effective complex-level fee rate was 0.1531%.
The following table sets forth the management fees (net of fee waivers and expense reimbursements) paid by the Funds and the fees waived and expenses reimbursed by the Adviser for the specified periods.
Management Fees Paid to the
|
Fee Waivers and Expense
|
||||||||||||||||||||||||||||
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
||||||||||||||||||||||||
Nuveen Flexible Income Fund |
$ 6,598,344 |
$ 9,005,639 |
$10,315,124 |
$1,090,096 |
$1,270,019 |
$1,412,533 |
|||||||||||||||||||||||
Nuveen Preferred Securities and Income Fund |
22,810,856 |
25,539,785 |
30,665,750 |
— |
— |
— |
In addition to the Adviser’s management fee, each Fund also pays a portion of the Trust’s general administrative expenses allocated in proportion to the net assets of each Fund. All fees and expenses are accrued daily and deducted before payment of dividends to investors.
Sub-Adviser
The Adviser has selected its affiliate, Nuveen Asset Management, to serve as sub-adviser to manage the investment portfolio of each Fund. The Adviser pays Nuveen Asset Management a portfolio management fee out of the advisory fee paid to the Adviser for its services to the Funds.
Portfolio Managers
The following individuals have primary responsibility for the day-to-day implementation of the investment strategies of the Funds:
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|
|
Name |
Fund |
Thomas Ray, CFA |
Nuveen Flexible Income Fund |
Susi Budiman, CFA |
Nuveen Flexible Income Fund |
Douglas M. Baker, CFA |
Nuveen Preferred Securities and Income Fund |
Brenda A. Langenfeld, CFA |
Nuveen Preferred Securities and Income Fund |
Compensation
Portfolio managers are compensated through a combination of base salary and variable components consisting of (i) a cash bonus; (ii) a long-term performance award; and (iii) participation in a profits interest plan.
Base salary. A portfolio manager’s base salary is determined based upon an analysis of the portfolio manager’s general performance, experience and market levels of base pay for such position.
Cash bonus. A portfolio manager is eligible to receive an annual cash bonus that is based on three variables: risk-adjusted investment performance relative to benchmark generally measured over the most recent one, three and five year periods (unless the portfolio manager’s tenure is shorter), ranking versus Morningstar peer funds generally measured over the most recent one, three and five year periods (unless the portfolio manager’s tenure is shorter), and management and peer reviews.
Long-term performance award. A portfolio manager is eligible to receive a long-term performance award that vests after three years. The amount of the award when granted is based on the same factors used in determining the cash bonus. The value of the award at the completion of the three-year vesting period is adjusted based on the risk-adjusted investment performance of Fund(s) managed by the portfolio manager during the vesting period and the performance of the TIAA organization as a whole.
Profits interest plan. Portfolio managers are eligible to receive profits interests in Nuveen Asset Management and its affiliate, TAL, which vest over time and entitle their holders to a percentage of the firms’ annual profits. Profits interests are allocated to each portfolio manager based on such person’s overall contribution to the firms.
There are generally no differences between the methods used to determine compensation with respect to the Funds and the Other Accounts shown in the table below.
Other Accounts Managed
In addition to the Funds, as of September 30, 2021, the portfolio managers were also primarily responsible for the day-to-day portfolio management of the following accounts:
Portfolio Manager |
Type of Account Managed |
Number of Accounts |
Assets |
Number of Accounts with Performance-Based Fees |
Assets of Accounts with Performance-Based Fees |
||||||||||||||
Thomas J. Ray |
Registered Investment Companies |
6 |
$ |
1.4 billion |
0 |
$ |
0 |
||||||||||||
Other Pooled Investment Vehicles |
3 |
3.0 billion |
0 |
0 |
|||||||||||||||
Other Accounts |
1,219 |
1.0 billion |
0 |
0 |
|||||||||||||||
Susi Budiman |
Registered Investment Companies |
3 |
814.7 million |
0 |
0 |
||||||||||||||
Other Pooled Investment Vehicles |
3 |
3.0 billion |
0 |
0 |
|||||||||||||||
Other Accounts |
1,216 |
1.0 billion |
0 |
0 |
|||||||||||||||
Douglas M. Baker |
Registered Investment Companies |
5 |
3.8 billion |
0 |
0 |
||||||||||||||
Other Pooled Investment Vehicles |
0 |
0 |
0 |
0 |
|||||||||||||||
Other Accounts |
1,817 |
2.0 billion |
0 |
0 |
|||||||||||||||
Brenda A. Langenfeld |
Registered Investment Companies |
7 |
5.2 billion |
0 |
0 |
||||||||||||||
Other Pooled Investment Vehicles |
1 |
3.3 million |
0 |
0 |
|||||||||||||||
Other Accounts |
1,819 |
2.2 billion |
1 |
51.9 million |
* Includes approximately $114 million in model-based assets.
Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others, those discussed below.
The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus
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on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.
With respect to many of its clients’ accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for a Fund and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.
Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by a portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.
Conflicts of interest may also arise when the Sub-Adviser invests one or more of its client accounts in different or multiple parts of the same issuer’s capital structure, including investments in public versus private securities, debt versus equity, or senior versus junior/subordinated debt, or otherwise where there are different or inconsistent rights or benefits. Decisions or actions such as investing, trading, proxy voting, exercising, waiving or amending rights or covenants, workout activity, or serving on a board, committee or other involvement in governance may result in conflicts of interest between clients holding different securities or investments. Generally, individual portfolio managers will seek to act in a manner that they believe serves the best interest of the accounts they manage. In cases where a portfolio manager or team faces a conflict among its client accounts, it will seek to act in a manner that it believes best reflects its overall fiduciary duty, which may result in relative advantages or disadvantages for particular accounts.
Nuveen Asset Management has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Beneficial Ownership of Securities
The following table indicates as of September 30, 2021 the value, within the indicated range, of shares beneficially owned by each portfolio manager in the Fund they manage. For purposes of this table, the following letters indicate the range listed next to each letter:
A |
- $0 |
|||
B |
- $1 - $10,000 |
|||
C |
- $10,001 - $50,000 |
|||
D |
- $50,001 - $100,000 |
|||
E |
- $100,001 - $500,000 |
|||
F |
- $500,001 - $1,000,000 |
|||
G |
- More than $1 million |
|
|||||
Portfolio Manager |
Fund |
Dollar Range of Equity Securities Beneficially Owned in Fund Managed |
|||
|
|||||
|
|||||
Thomas J. Ray |
Nuveen Flexible Income Fund |
G |
|||
Susi Budiman |
Nuveen Flexible Income Fund |
F |
|||
Douglas M. Baker |
Nuveen Preferred Securities and Income Fund |
D |
|||
Brenda A. Langenfeld |
Nuveen Preferred Securities and Income Fund |
E |
|||
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Transfer Agent
The Funds' transfer, shareholder services, and dividend paying agent is DST Asset Manager Solutions, Inc. (“DST”), P.O. Box 219140, Kansas City, Missouri 64121-9140.
Custodian
The custodian of the assets of the Funds is State Street Bank and Trust Company (“State Street”), One Lincoln Street, Boston, Massachusetts 02111. The custodian performs custodial, fund accounting and portfolio accounting services.
Distributor
Nuveen Securities, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the distributor for the Funds' shares pursuant to a “best efforts” arrangement as provided by a Distribution Agreement dated December 15, 2006 (the “Distribution Agreement”). Pursuant to the Distribution Agreement, the Funds appointed the Distributor to be their agent for the distribution of the Funds' shares on a continuous offering basis.
Independent Registered Public Accounting Firm
KPMG LLP, 200 East Randolph Street, Chicago, Illinois 60601, independent registered public accounting firm, has been selected as auditors for the Funds.
Securities Lending Agent
State Street serves as the securities lending agent to the Funds. Pursuant to a Securities Lending Agreement and in accordance with procedures established by the Board of Trustees, State Street effects loans of Fund securities to any firm on a list of approved borrowers, negotiates loan terms, monitors the value of the loaned securities and collateral, requests additional collateral as necessary, manages reinvestment of collateral in a pooled cash collateral reinvestment vehicle, arranges for the return of loaned securities to a Fund, and maintains records and prepares reports regarding loans that are made and the income derived therefrom. For the services provided, a securities lending agent will receive fees and/or compensation from a Fund, which may include a portion of the income generated from securities lending activities.
The following table provides the dollar amounts of income and fees and/or compensation related to the Funds' securities lending activities during the fiscal year ended September 30, 2021:
Nuveen
|
Nuveen
|
|||||||
Gross income from securities
|
$ |
127,549 |
$ |
136,617 |
||||
Fees and/or compensation paid by each Fund for securities lending activities and related services: |
||||||||
Fees paid to Securities Lending Agent from a revenue split |
(9,469 |
) |
(10,069 |
) |
||||
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split |
(6,964 |
) |
(8,847 |
) |
||||
Administrative fees not included in the revenue split |
— |
— |
||||||
Indemnification fees not included in the revenue split |
— |
— |
||||||
Rebate (paid to borrower) |
— |
— |
||||||
Other fees not included in the revenue split |
— |
— |
||||||
Aggregate fees/compensation for securities lending activities |
(16,433 |
) |
(18,916 |
) |
||||
Net income from securities lending activities |
$ |
111,116 |
$ |
117,701 |
CODES OF ETHICS
The Funds, the Adviser, Nuveen Asset Management and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act and with respect to the Adviser and the Sub-Adviser, Rule 204A-1 under the Investment Advisers Act of 1940, as amended, addressing personal securities transactions and other conduct by investment personnel and access persons who may have access to
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information about the Funds' securities transactions. The codes are intended to address potential conflicts of interest that can arise in connection with personal trading activities of such persons. Persons subject to the codes are generally permitted to engage in personal securities transactions, including investing in securities eligible for investment by the Funds, subject to certain prohibitions, which may include prohibitions on investing in certain types of securities, pre-clearance requirements, blackout periods, annual and quarterly reporting of personal securities holdings and limitations on personal trading of initial public offerings. Violations of the codes are subject to review by the Board of Trustees and could result in severe penalties.
PROXY VOTING POLICIES
Each Fund has delegated authority to the Adviser to vote proxies for securities held by the Fund, and the Adviser has in turn delegated that responsibility to the Sub-Adviser. The Adviser’s proxy voting policy establishes minimum standards for the exercise of proxy voting authority by the Sub-Adviser.
A member of each Fund’s management team is responsible for oversight of the Fund’s proxy voting process. With regard to equity securities, Nuveen Asset Management has engaged the services of Institutional Shareholder Services Inc. (“ISS”) to make recommendations on the voting of proxies relating to securities held by the Funds and managed by Nuveen Asset Management. ISS provides voting recommendations based upon established guidelines and practices. Nuveen Asset Management reviews and frequently follows ISS recommendations. However, on selected issues, Nuveen Asset Management may not vote in accordance with the ISS recommendations when it believes that specific ISS recommendations are not in the best economic interest of the applicable Fund. If Nuveen Asset Management manages the assets of a company or its pension plan and any of Nuveen Asset Management's clients hold any securities of that company, Nuveen Asset Management will vote proxies relating to such company’s securities in accordance with the ISS recommendations to avoid any conflict of interest. Where a material conflict of interest has been identified by Nuveen Asset Management and ISS does not offer a recommendation on the matter, Nuveen Asset Management shall disclose the conflict and Nuveen Asset Management’s Proxy Voting Committee shall determine the manner in which to vote and notify the applicable Fund’s Board of Trustees or its designated committee.
Although Nuveen Asset Management has affiliates that provide investment advisory, broker-dealer, insurance or other financial services, Nuveen Asset Management does not receive non-public information about the business arrangements of such affiliates (except with regard to major distribution partners of its investment products) or the directors, officers and employees of such affiliates. Therefore, Nuveen Asset Management is unable to consider such information when determining whether there are material conflicts of interests.
Nuveen Asset Management has adopted the ISS Proxy Voting Guidelines. While these guidelines are not intended to be all-inclusive, they do provide guidance on the Sub-Adviser’s general voting policies. Please see Appendix B for the ISS United States Proxy Voting Guidelines and ISS’s website at http://www.issgovernance.com/policy-gateway/voting-policies for access to all of the current ISS Proxy Voting Guidelines.
Voted Proxies. Information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge by accessing Nuveen’s website at http://www.nuveen.com or the SEC’s website at http://www.sec.gov.
PORTFOLIO TRANSACTIONS
Decisions with respect to which securities are to be bought or sold, the total amount of securities to be bought or sold, the broker-dealer with or through which the securities transactions are to be effected and the commission rates applicable to the trades are made by Nuveen Asset Management.
In selecting a broker-dealer to execute securities transactions, Nuveen Asset Management considers the full range and quality of a broker-dealer’s services including, among other things: the value, nature and quality of any brokerage and research products and services; execution capability; commission rate; financial responsibility (including willingness to commit capital); the likelihood of price improvement; the speed of execution and likelihood of execution for limit orders; the ability to minimize market impact; the maintenance of the confidentiality of orders; and responsiveness of the broker-dealer. The determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution for the Funds. Subject to the satisfaction of its obligation to seek best execution,
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another factor considered by Nuveen Asset Management in selecting a broker-dealer may include the broker-dealer’s access to initial public offerings.
For certain transactions, Nuveen Asset Management may cause the Funds to pay a broker-dealer a commission higher than that which another broker-dealer might have charged for effecting the same transaction (a practice commonly referred to as “paying up”). Nuveen Asset Management causes a Fund to pay up in recognition of the value of the brokerage and research products and services (“Research Services”) the broker-dealer provides. The broker-dealer may directly provide Research Services to the Funds or may purchase them from a third party for the Funds. In such cases, Nuveen Asset Management is in effect paying for the Research Services with client commissions – so-called “soft dollars.” Nuveen Asset Management will only cause a Fund to pay up if Nuveen Asset Management, subject to its overall duty to seek best execution, determines in good faith that the Research Services are eligible brokerage and research under Section 28(e) of the Securities Exchange Act of 1934, as amended, and the amount of the commission is reasonable in relation to the value of the Research Services provided, viewed in terms of either that particular transaction or the overall responsibilities of Nuveen Asset Management or its affiliates with respect to the managing of its accounts.
Nuveen Asset Management employs the use of commission sharing arrangements administered by its centralized equity trading desk. Under these arrangements, when Nuveen Asset Management pays a commission to an executing broker, a portion of the commission is for execution of the trade (brokerage) and a portion is for Research Services. The broker will allocate the Research Services portion of the commission to a pool of commission credits it maintains. The commission manager, at Nuveen Asset Management’s direction, pays Research Services providers for eligible research products and services. An executing broker may or may not be a Research Services provider. Nuveen Asset Management uses commission sharing arrangements to pay for both proprietary and third party Research Services. The centralized equity trading desk does not select Research Services.
Under Nuveen Asset Management’s commission sharing arrangements, Nuveen Equities (the integrated equity investment team of Nuveen Asset Management (excluding Public Real Assets) and certain affiliates) aggregates commission credits into a single pool, and allocates the Research Services among the respective Nuveen Equities investment teams based on factors such as asset size of the team’s equity strategy and the strategy’s geographic considerations. Commission credits generated by Nuveen Asset Management’s Public Real Assets accounts are aggregated into a separate pool to purchase Research Services, which generally supports the Nuveen Asset Management Public Real Assets investment team. Research Services will not necessarily directly and specifically benefit the particular account(s) that generated the brokerage commissions used to acquire the Research Services.
Research Services consist of products and services including some or all of the following: economic analysis and forecasts, financial market analysis and forecasts, industry and company specific analysis, interest rate forecasts, arbitrage relative valuation analysis of various debt securities, analytical tools for investment research and related consulting services, market data services and other services that assist in the investment decision making process, and meetings arranged by broker-dealers with corporate management teams and spokespersons, as well as industry spokespersons. Research products include written reports, computer-generated services, telephone contacts and personal meetings with securities analysts that assist in the investment decision-making process.
Nuveen Asset Management will use Research Services to benefit any client of Nuveen Asset Management or its affiliates, including the Funds, and at times the Research Services will not directly benefit the particular account(s) that generated the brokerage commissions used to acquire the Research Services. For example, Nuveen Asset Management uses clients’ equity commissions to pay for Research Services that at times will benefit other accounts of Nuveen Asset Management and its affiliates.
The Research Services that Nuveen Asset Management receives from broker-dealers supplement Nuveen Asset Management’s own research activities. As a practical matter, in some cases Nuveen Asset Management could not, on its own, generate all of the Research Services that broker-dealers provide without materially increasing its expenses. Soft dollar arrangements create a potential conflict by giving Nuveen Asset Management an incentive to trade frequently to generate commissions to pay for Research Services, which may not be in the best interests of its clients. Nuveen Asset Management attempts to mitigate these potential conflicts through its review and oversight of the use of commissions. Because of the nature of soft dollar arrangements, and because of the fact that any particular Research Service may be used to service all of Nuveen Asset Management’s advisory accounts (possibly to varying degrees) or fewer than all of its advisory accounts, Nuveen Asset Management is unable to quantify or estimate the
S-57
value of any such services attributable to a particular advisory account with any meaningful degree of accuracy.
Certain of the Funds’ portfolio transactions involve payment of a brokerage commission by the applicable Fund. Other portfolio transactions are with dealers or issuers who act as principal for their own accounts and not as brokers. Transactions effected on a principal basis, other than certain transactions effected on a so-called riskless principal basis, are made without the payment of brokerage commissions but at net prices which usually include a spread or markup. Portfolio securities will normally be purchased directly from an underwriter in a new issue offering or in the over-the-counter secondary market from the principal dealers in such securities, unless it appears that a better price or execution may be obtained elsewhere. Purchases from underwriters will include a commission or concession paid by the issuer to the underwriter, and purchases from dealers will include the spread between the bid and asked price.
The Funds do not effect any brokerage transactions in their portfolio securities with any broker or dealer affiliated directly or indirectly with the Adviser, Nuveen Asset Management or Distributor unless such transactions, including the frequency thereof, the receipt of commission payable in connection therewith, and the selection of the affiliated broker or dealer effecting such transactions are not unfair or unreasonable to the shareholders of the Funds, as determined by the Board of Trustees. Any transactions with an affiliated broker or dealer must be on terms that are both at least as favorable to the Funds as the Funds can obtain elsewhere and at least as favorable as such affiliated broker or dealer normally gives to others.
When two or more clients of Nuveen Asset Management are simultaneously engaged in the purchase or sale of the same security, the prices and amounts are allocated in a manner considered by Nuveen Asset Management to be equitable to each client. In some cases, this system could have a detrimental effect on the price or volume of the security as far as each client is concerned. In other cases, however, the ability of the clients to participate in volume transactions may produce better executions for each client.
On behalf of a Fund, Nuveen Asset Management may seek to buy from or sell securities to another fund or account advised by Nuveen Asset Management or an affiliate. Nuveen Asset Management may effect purchases and sales between its clients or clients of its affiliates, including the Funds (referred to herein as “cross trades”), if it believes that such transactions are appropriate based on each party’s investment objectives and guidelines, subject to applicable law and regulation. Cross trades may give rise to potential conflicts of interest for Nuveen Asset Management. On any occasion when a Fund participates in a cross trade, the Fund will comply with procedures adopted pursuant to Rule 17a-7 under the 1940 Act and applicable SEC guidance.
Nuveen Asset Management may manage other investment companies and investment accounts for other clients that have investment objectives similar to the Funds. Subject to applicable laws and regulations, Nuveen Asset Management seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by a Fund and another advisory account. In making such allocations the main factors to be considered will be the respective investment objectives, the relative size of the portfolio holdings of the same or comparable securities, the availability of cash for investment or need to raise cash, and the size of investment commitments generally held. While this procedure could have a detrimental effect on the price or amount of the securities (or, in the case of dispositions, the demand for securities) available to the Funds from time to time, it is the opinion of the Board of Trustees that the benefits available from the Nuveen Asset Management organization will outweigh any disadvantage that may arise from exposure to simultaneous transactions.
The following table sets forth the aggregate brokerage commissions paid by the Funds for the specified periods:
Aggregate Brokerage Commissions Paid by the Funds |
||||||||||||
Fund |
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
|||||||||
Nuveen Flexible Income Fund |
$ |
160,854 |
$ |
149,840 |
$ |
130,711 |
||||||
Nuveen Preferred Securities and Income Fund |
28,152 |
69,414 |
36,378 |
Brokerage commissions paid by a Fund may vary substantially from year to year as a result of changing asset levels throughout the year, portfolio turnover rates, differences in shareholder purchase and redemption activity, varying market conditions and other factors.
During the fiscal year ended September 30, 2021, the Funds did not pay commissions to brokers in return for research services.
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During the fiscal year ended September 30, 2021, the Funds acquired the securities of their regular brokers or dealers as defined in Rule 10b-1 under the 1940 Act or of the parents of the brokers or dealers. The following table sets forth those brokers or dealers and states the value of the Funds’ aggregate holdings of the securities of each issuer as of close of the fiscal year ended September 30, 2021:
Fund |
Broker/Dealer |
Issuer |
Aggregate Fund Holdings of Broker/Dealer
|
|||||
Nuveen Flexible Income Fund |
Bank of America |
Bank of America Corp |
$ |
34,243,299 |
||||
Merrill Lynch International & Co. C.V. |
20,206,407 |
|||||||
Citigroup Global Markets Inc. |
Citigroup Global Markets Holdings Inc. |
23,513,680 |
||||||
Citigroup Inc |
33,524,870 |
|||||||
Goldman Sachs & Co. |
Goldman Sachs Group Inc |
14,755,821 |
||||||
JP Morgan Securities, Inc. |
JPMorgan Chase Bank |
13,451,180 |
||||||
JPMorgan Chase & Co |
23,481,838 |
|||||||
Morgan Stanley & Co. |
Morgan Stanley |
8,549,526 |
||||||
Wells Fargo Securities, LLC |
Wells Fargo & Co |
35,126,551 |
||||||
Nuveen Preferred Securities and Income Fund |
Bank of America |
Bank of America Corp |
102,021,387 |
|||||
BNP Paribas |
BNP Paribas SA |
127,773,300 |
||||||
Citigroup Global Markets Inc. |
Citigroup Capital III |
5,819,411 |
||||||
Citigroup Inc |
170,381,259 |
|||||||
Deutsche Bank Trust Co. |
Deutsche Bank AG |
82,500,212 |
||||||
Goldman Sachs & Co. |
Goldman Sachs Group Inc |
75,927,227 |
||||||
JP Morgan Securities, Inc. |
JPMorgan Chase & Co |
169,334,723 |
||||||
Morgan Stanley & Co. |
Morgan Stanley |
86,614,048 |
||||||
UBS Securities LLC |
UBS Group AG |
206,443,173 |
||||||
Wells Fargo Securities, LLC |
Wachovia Capital Trust III |
— |
||||||
Wells Fargo & Co |
139,375,861 |
Under the 1940 Act, a Fund may not purchase portfolio securities from any underwriting syndicate of which the Distributor is a member except under certain limited conditions set forth in Rule 10f-3. The Rule sets forth requirements relating to, among other things, the terms of a security purchased by a Fund, the amount of securities that may be purchased in any one issue and the assets of a Fund that may be invested in a particular issue. In addition, purchases of securities made pursuant to the terms of the Rule must be approved at least quarterly by the Board of Trustees, including a majority of the independent trustees.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Nuveen Mutual Funds have adopted a portfolio holdings disclosure policy which governs the dissemination of the Funds’ portfolio holdings. In accordance with this policy, the Funds may provide portfolio holdings information to third parties no earlier than the time a report is filed with the SEC that is required to contain such information or one day after the information is posted on the Funds’ publicly accessible website, www.nuveen.com. A complete list of portfolio holdings information is generally made available on the Funds' website ten business days after the end of the month. Additionally, the Funds publish on the website a list of their top ten holdings as of the end of each month, approximately two to five business days after the end of the month for which the information is current. This information will remain available on the website at least until the Funds file with the SEC their Form N-CSR or Form N-PORT for the period that includes the date as of which the website information is current.
Additionally, the Funds may disclose portfolio holdings information that has not been included in a filing with the SEC or posted on the Funds’ website (i.e., non-public portfolio holdings information) only if there is a legitimate business purpose for doing so and if the recipient is required, either by explicit agreement or by virtue of the recipient’s duties to the Funds as an agent or service provider, to maintain the confidentiality of the information and to not use the information in an improper manner (e.g., personal trading). In this context, portfolio holdings information does not include summary information from which the identity of a
S-59
Fund’s specific portfolio holdings cannot reasonably be derived. The Funds may disclose on an ongoing basis non-public portfolio holdings information in the normal course of their investment and administrative operations to various service providers, including the Adviser and/or Sub-Adviser, independent registered public accounting firm, custodian, financial printer, proxy voting service(s), borrowers of their securities pursuant to securities lending transactions, and to the legal counsel for the Funds’ independent trustees. Also, the Adviser may transmit to service providers non-public portfolio holdings information to enable the Adviser to perform portfolio attribution analysis using third-party systems and software programs. The Adviser and/or Sub-Adviser may also provide certain portfolio holdings information to broker-dealers from time to time in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities. In providing this information, reasonable precautions are taken in an effort to avoid potential misuse of the disclosed information, including limitations on the scope of the portfolio holdings information disclosed, when appropriate. The Funds, the Adviser, and the Sub-Adviser do not receive compensation or other consideration in exchange for the disclosure of portfolio holdings.
Non-public portfolio holdings information may be provided to other persons if approved by the Funds’ Chief Administrative Officer or Secretary upon a determination that there is a legitimate business purpose for doing so, the disclosure is consistent with the interests of the Funds, and the recipient is obligated to maintain the confidentiality of the information and not misuse it, which includes a prohibition on trading on such non-public information.
Compliance officers of the Funds and the Adviser and Sub-Adviser periodically monitor overall compliance with the policy to ascertain whether portfolio holdings information is disclosed in a manner that is consistent with the Funds’ policy. Reports are made to the Funds’ Board of Trustees on an annual basis.
There is no assurance that the Funds’ policies on portfolio holdings information will protect the Funds from the potential misuse of portfolio holdings information by individuals or firms in possession of such information.
The following parties currently receive non-public portfolio holdings information regarding one or more of the Nuveen Mutual Funds on an ongoing basis pursuant to the various arrangements described above:
Advent
Bank of America PriceServe
Barclays Capital, Inc.
Barra
Bloomberg
Broadridge Investor Communication Solutions, Inc.
Broadridge Systems
Brown Brothers Harriman & Co.
Chapman and Cutler LLP
Compliance Solutions Strategies
Confluence NXT
Donnelley Financial Solutions
Eagle Investment Systems, LLC
Electra Information Systems
Ernst & Young
FactSet Research Systems
Financial Graphic Services
Glass, Lewis & Co.
ICE Benchmark Administration Limited
ICE Data Services
IHS Markit, Ltd.
ISS
Investortools
KPMG LLP
Lipper Inc.
Moody’s
Morningstar, Inc.
Northern Trust Corp.
Omgeo LLC
PricewaterhouseCoopers LLP
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PricingDirect Inc.
Refinitiv
Rimes Technologies Corporation
SS&C
Sherpa Funds Technology Pte Ltd
State Street Bank and Trust Co.
Strategic Insight
Wolters Kluwer
NET ASSET VALUE
Each Fund’s net asset value is determined as set forth in its Prospectus under “General Information—Net Asset Value.”
SHARES OF BENEFICIAL INTEREST
The Board of Trustees of the Trust is authorized to issue an unlimited number of shares in one or more series, which may be divided into classes of shares. Currently, there are three series authorized and outstanding, each of which may be generally divided into different classes of shares designated as Class A shares, Class C shares, Class R6 shares and Class I shares. Each class of shares represents an interest in the same portfolio of investments of a Fund. Each class of shares has equal rights as to voting, redemption, dividends and liquidation, except that each bears different class expenses, including different distribution and service fees, and each has exclusive voting rights with respect to any distribution or service plan applicable to its shares. There are no conversion, preemptive or other subscription rights. The Board of Trustees of the Trust has the right to establish additional series and classes of shares in the future, to change those series or classes and to determine the preferences, voting powers, rights and privileges thereof.
The Trust is not required and does not intend to hold annual meetings of shareholders. Shareholders owning more than 10% of the outstanding shares of a Fund have the right to call a special meeting to remove trustees or for any other purpose.
Under Massachusetts law applicable to Massachusetts business trusts, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration of Trust of the Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. The Trust’s Declaration of Trust further provides for indemnification out of the assets and property of the Trust for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust or a Fund itself was unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.
The following table sets forth the percentage ownership of each person, who, as of January 4, 2022, owned of record, or is known by the Trust to have owned beneficially, 5% or more of any class of a Fund’s shares.
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
Nuveen Flexible Income Fund
|
|
|
||||
|
||||||
Charles Schwab & Co Inc
|
13.27% |
|||||
|
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Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
National Financial Services LLC
|
10.27% |
|||||
|
||||||
Pershing LLC
|
9.71% |
|||||
|
||||||
Morgan Stanley Smith Barney LLC
|
9.67% |
|||||
|
||||||
American Enterprise Investment Serv
|
8.91% |
|||||
|
||||||
LPL Financial
|
8.11% |
|||||
|
||||||
JP Morgan Securities LLC Omnibus
|
6.55% |
|||||
|
||||||
Raymond James
|
5.90% |
|||||
|
||||||
Nuveen Flexible Income Fund
|
|
|
||||
|
||||||
Raymond James
|
11.57% |
|||||
|
||||||
Morgan Stanley Smith Barney LLC
|
11.16% |
|||||
|
||||||
American Enterprise Investment Serv
|
9.83% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
|
||||||
Charles Schwab & Co Inc
|
8.92% |
|||||
|
||||||
Pershing LLC
|
8.74% |
|||||
|
||||||
LPL Financial
|
6.97% |
|||||
|
||||||
National Financial Services LLC
|
6.74% |
|||||
|
||||||
UBS WM USA
|
5.13% |
|||||
|
||||||
Nuveen Flexible Income Fund
|
|
|
||||
|
||||||
Employee Pension
|
19.35% |
|||||
|
||||||
Edward D Jones & Co
|
13.33% |
|||||
|
||||||
JP Morgan Securities LLC Omnibus
|
7.84% |
|||||
|
||||||
Nuveen Flexible Income Fund
|
|
|
||||
|
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Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
LPL Financial
|
9.66% |
|||||
|
||||||
Mitra & Co
|
9.03% |
|||||
|
||||||
UBS WM USA
|
8.51% |
|||||
|
||||||
Pershing LLC
|
8.05% |
|||||
|
||||||
Morgan Stanley Smith Barney LLC
|
7.87% |
|||||
|
||||||
Wells Fargo Clearing Services LLC
|
7.67% |
|||||
|
||||||
Raymond James
|
7.65% |
|||||
|
||||||
National Financial Services LLC
|
6.53% |
|||||
|
||||||
Charles Schwab & Co Inc
|
5.68% |
|||||
|
||||||
Nuveen Preferred Securities and Income Fund
|
|
|
||||
|
S-64
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
National Financial Services LLC
|
10.83% |
|||||
|
||||||
Wells Fargo Clearing Services LLC
|
10.78% |
|||||
|
||||||
Morgan Stanley Smith Barney LLC
|
8.91% |
|||||
|
||||||
MLPF&S for the Benefit of its
|
8.49% |
|||||
|
||||||
JP Morgan Securities LLC Omnibus
|
6.46% |
|||||
|
||||||
Pershing LLC
|
5.99% |
|||||
|
||||||
LPL Financial
|
5.86% |
|||||
|
||||||
Charles Schwab & Co Inc
|
5.44% |
|||||
|
||||||
American Enterprise Investment Serv
|
5.11% |
|||||
|
||||||
Nuveen Preferred Securities and Income Fund
|
|
|
||||
|
S-65
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
JP Morgan Securities LLC Omnibus
|
12.28% |
|||||
|
||||||
Raymond James
|
11.63% |
|||||
|
||||||
American Enterprise Investment Serv
|
11.21% |
|||||
|
||||||
Morgan Stanley Smith Barney LLC
|
11.10% |
|||||
|
||||||
Pershing LLC
|
7.48% |
|||||
|
||||||
LPL Financial
|
7.38% |
|||||
|
||||||
MLPF&S for the Benefit of its
|
5.83% |
|||||
|
||||||
Charles Schwab & Co Inc
|
5.61% |
|||||
|
||||||
Nuveen Preferred Securities and Income Fund
|
|
|
||||
|
||||||
Nuveen Preferred Securities and Income Fund
|
|
|
||||
|
S-66
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
American Enterprise Investment Serv
|
9.26% |
|||||
|
||||||
Charles Schwab & Co Inc
|
8.60% |
|||||
|
||||||
MLPF&S for the Benefit of its
|
6.42% |
|||||
|
||||||
LPL Financial
|
5.67% |
TAX MATTERS
Federal Income Tax Matters
This section summarizes some of the main U.S. federal income tax consequences of owning shares of a Fund. Tax laws and interpretations change frequently, and this summary does not describe all of the tax consequences to all taxpayers. For example, this summary generally does not describe your situation if you are a corporation, a non-U.S. person, a broker-dealer or other investor with special circumstances, or if you are investing through a tax-deferred account, such as an IRA or 401(k) plan. In addition, this section does not describe your state, local or non-U.S. tax consequences. This federal income tax summary is based in part on the advice of counsel to the Funds. The Internal Revenue Service could disagree with any conclusions set forth in this section. In addition, Funds' counsel was not asked to review, and has not reached a conclusion with respect to the federal income tax treatment of the assets to be deposited in the Funds. Consequently, this summary may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law. As with any investment, you should seek advice based on your individual circumstances from your own tax professional.
Fund Status
Each Fund intends to qualify as a “regulated investment company” under the federal tax laws. If a Fund qualifies as a regulated investment company and distributes its income as required by the tax law, the Fund generally will not pay federal income taxes. An adverse federal income tax audit of a partnership that Nuveen Flexible Income Fund invests in could result in the Fund being required to pay federal income tax or pay a deficiency dividend (without having received additional cash). If a Fund fails for any taxable year to qualify as a regulated investment company for federal income tax purposes, the Fund itself will generally be subject to federal income taxation (which will reduce the amount of Fund income available for distribution) and your tax consequences will be different from those described in this section (for example, all distributions to you will generally be taxed as ordinary income, even if those distributions are derived from capital gains realized by a Fund).
Qualification as a Regulated Investment Company
As a regulated investment company, a Fund generally will not be subject to federal income tax on the portion of its investment company taxable income (as that term is defined in the Code, but without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, that it distributes to shareholders, provided that it distributes at least 90% of its investment company taxable income and 90% of its net tax-exempt interest income for the year (the “Distribution Requirement”) and satisfies certain other requirements of the Code that are generally
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described below. Each Fund also intends to make such distributions as are necessary to avoid the otherwise applicable 4% non-deductible excise tax on certain undistributed earnings.
In addition to satisfying the Distribution Requirement, each Fund must, among other things, derive in each taxable year at least 90% of its gross income from (1) dividends, interest, certain payments with respect to securities loans, gains from the sale or disposition of stock, securities or non-U.S. currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (2) net income derived from an interest in “qualified publicly traded partnerships” (as such term is defined in the Code). Each Fund must also satisfy an asset diversification test in order to qualify as a regulated investment company. Under this test, at the close of each quarter of a Fund’s taxable year, (1) 50% or more of the value of the Fund’s assets must be represented by cash and cash items (including receivables), United States government securities, securities of other regulated investment companies, and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s assets and not greater than 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the value of the Fund’s assets may be invested in securities of (a) any one issuer (other than U.S. government securities or securities of other regulated investment companies), or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses or (b) in the securities of one or more “qualified publicly traded partnerships” (as such term is defined in the Code). There are certain exceptions for failure to qualify if the failure is for reasonable cause or is de minimis and certain corrective action is taken and certain tax payments are made by a Fund.
Distributions
Fund distributions are generally taxable. After the end of each year, you will receive a tax statement that separates your Fund’s distributions into three categories: ordinary income distributions, capital gain dividends and returns of capital. Ordinary income distributions are generally taxed at your ordinary tax rate, however, as further discussed below, certain ordinary income distributions received from a Fund may be taxed at the capital gains tax rates. Some portion of the ordinary income distributions that are attributable to dividends received by Nuveen Flexible Income Fund from shares in certain real estate investment trusts may be designated by the Fund as eligible for a deduction for qualified business income, provided certain holding period requirements are satisfied. Generally, you will treat all capital gain dividends as long-term capital gains regardless of how long you have owned your shares. The presence of covered call options in the portfolio may reduce the amount of dividends that would otherwise be treated as capital gain dividends. To determine your actual tax liability for your capital gain dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, a Fund may make distributions that represent a return of capital for tax purposes and thus will generally not be immediately taxable to you unless the distribution exceeds your basis in your shares. The tax status of your distributions from your Fund is not affected by whether you reinvest your distributions in additional shares or receive them in cash. The income from your Fund that you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales fee, if any. The tax laws may require you to treat distributions made to you in January as if you had received them on December 31 of the previous year. Income from the Funds may also be subject to a 3.8 percent “Medicare tax.” This tax generally applies to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of married couples filing joint returns and $200,000 in the case of single individuals.
Dividends Received Deduction
A corporation that owns shares generally will not be entitled to the dividends received deduction (“DRD”) with respect to many dividends received from the Funds because the DRD is generally not available for distributions from regulated investment companies. However, a Fund may invest in preferred securities and other securities that are eligible for the DRD. Pursuant to the DRD, corporations may generally deduct a percentage of the dividend income they receive. Corporate shareholders of regulated investment companies like the Funds generally are permitted to claim a deduction with respect to that portion of their distributions designated by a Fund and attributable to amounts received by the regulated investment company that qualify for the DRD and that are properly reported by the regulated investment company as being eligible for the DRD. However, not all preferred securities pay dividends that are eligible for the DRD, and a Fund may invest in DRD-eligible and DRD-ineligible preferred securities. Accordingly, any corporate shareholder of a Fund which otherwise would qualify for the DRD should
S-68
understand that only a portion (or perhaps none) of the distributions it receives from a Fund may qualify for the DRD.
In addition, the presence of covered call options in the portfolio may reduce the amount of dividends that are treated as qualifying dividends.
If You Sell or Redeem Shares
If you sell or redeem your shares, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in your shares from the amount you receive in the transaction. Your tax basis in your shares is generally equal to the cost of your shares, generally including sales charges. In some cases, however, you may have to adjust your tax basis after you purchase your shares.
Taxation of Capital Gains and Losses
If you are an individual, the maximum marginal stated federal tax rate for net capital gains is generally 20% (15% or 0% for taxpayers with taxable incomes below certain thresholds). Some capital gains, including some portion of your capital gain dividends might be attributable to Nuveen Flexible Income Fund’s interest in a master limited partnership which may be subject to a maximum marginal stated federal income tax rate of 28%, rather than the rates set forth above. In addition, capital gains received from assets held for more than one year that are considered “unrecaptured section 1250 gain” (which may be the case, for example, with some capital gains attributable to equity interests in real estate investment trusts that constitute interests in entities treated as real estate investment trusts for federal tax purposes) are taxed at a maximum stated rate of 25%. In the case of capital gains dividends, the determination of which portion of the capital gains dividends, if any, is subject to the 28% tax rate or the 25% tax rate, will be made based on the rules prescribed by the United States Treasury. Capital gains may also be subject to the “Medicare tax” described above.
Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. However, if you receive a capital gain dividend from your Fund and sell your share at a loss after holding it for six months or less, the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. The Code treats certain capital gains as ordinary income in special situations.
An election may be available to you to defer recognition of the gain attributable to a capital gain dividend if you make certain qualifying investments within a limited time. You should talk to your tax advisor about the availability of this deferral election and its requirements.
Taxation of Certain Ordinary Income Dividends
Ordinary income dividends received by an individual shareholder from a regulated investment company such as a Fund are generally taxed at the same rates that apply to net capital gain (as discussed above), provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by the Fund itself. Distributions with respect to shares in real estate investment trusts are qualifying dividends only in limited circumstances. In addition, the presence of covered call options in the portfolio may reduce the amount of dividends that are eligible for capital gains rates. A Fund will provide notice to its shareholders of the amount of any distribution which may be taken into account as a dividend which is eligible for the capital gains tax rates.
When a Fund lends portfolio securities to a borrower as described above in “Investment Policies and Techniques—Lending of Portfolio Securities,” payments in lieu of dividends made by the borrower to the Fund will not constitute “qualified dividends” taxable at the same rate as long-term capital gains, even if the actual dividends would have constituted qualified dividends had the Fund held the securities. Such payments in lieu of dividends are taxable as ordinary income.
In-Kind Distributions
Under certain circumstances, as described in the Prospectus, you may receive an in-kind distribution of Fund securities when you redeem shares or when your Fund terminates. This distribution will be treated as a sale for federal income tax purposes and you will generally recognize gain or loss, generally based on the value at that time of the securities and the amount of cash received. The Internal Revenue Service could, however, assert that a loss may not be currently deducted.
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Exchanges
If you exchange shares of a Fund for shares of another Nuveen Mutual Fund, the exchange would generally be considered a sale for federal income tax purposes.
Treatment of Fund Expenses
Expenses incurred and deducted by your Fund will generally not be treated as income taxable to you. In some cases, however, you may be required to treat your portion of these Fund expenses as income. You may not be able to deduct some or all of these expenses prior to 2026.
Non-U.S. Tax Credit
If your Fund invests in any non-U.S. securities, the tax statement that you receive may include an item showing non-U.S. taxes your Fund paid to other countries. In this case, dividends taxed to you will include your share of the taxes your Fund paid to other countries. You may be able to deduct or receive a tax credit for your share of these taxes.
Investments in Certain Non-U.S. Corporations
If your Fund holds an equity interest in any “passive foreign investment companies” (“PFICs”), which are generally certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties or capital gains) or that hold at least 50% of their assets in investments producing such passive income, your Fund could be subject to U.S. federal income tax and additional interest charges on gains and certain distributions with respect to those equity interests, even if all the income or gain is timely distributed to its shareholders. Your Fund will not be able to pass through to its shareholders any credit or deduction for such taxes. Your Fund may be able to make an election that could ameliorate these adverse tax consequences. In this case, your Fund would recognize as ordinary income any increase in the value of such PFIC shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under this election, your Fund might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirement and would be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs are not treated as qualified dividend income.
Investments in Master Limited Partnerships (MLPs)
The MLPs in which Nuveen Flexible Income Fund intends to invest are often treated as partnerships for U.S. Federal income tax purposes. As a partner in the MLPs, the Fund will recognize a pass through for federal income tax purposes of its allocable share of the MLPs’ income and deductions. In some cases, the amount of taxable income that the Fund will recognize from an MLP may exceed the amount of cash the Fund receives from the MLP. In that case, the Fund may be required to take actions, including selling Fund assets, necessary to obtain the cash necessary to meet the distribution requirements for the Fund to qualify as a regulated investment company for federal income tax purposes.
Non-U.S. Investors
If you are a non-U.S. investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be aware that, generally, subject to applicable tax treaties, distributions from a Fund will be characterized as dividends for federal income tax purposes (other than dividends which a Fund properly reports as capital gain dividends) and will be subject to U.S. income taxes, including withholding taxes, subject to certain exceptions described below. However, distributions received by a non-U.S. investor from a Fund that are properly reported by the Fund as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that the Fund makes certain disclosures and certain other conditions are met. Distributions from a Fund that are properly reported by the Fund as an interest-related dividend attributable to certain interest income received by the Fund or as a short-term capital gain dividend attributable to certain net short-term capital gain income received by the Fund may not be subject to U.S. federal income taxes, including withholding taxes when received by certain foreign investors, provided that the Fund makes certain disclosures and certain other conditions are met. These conditions include, but are not limited to, providing valid tax documentation certifying an investor’s non-U.S. status. Distributions to, and the gross proceeds from dispositions of shares by, (i) certain non-U.S. financial institutions that have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and are not resident in a jurisdiction that has entered into such an agreement with the U.S. Treasury and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entity’s U.S. owners, may
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be subject to a U.S. withholding tax of 30%. However, proposed regulations may eliminate the requirement to withhold on payments of gross proceeds from dispositions.
Capital Loss Carry-Forward
When a Fund has a capital loss carry-forward, it does not make capital gain distributions until the loss has been offset or expired. As of September 30, 2021, the following Funds had capital loss carry-forwards available for federal income tax purposes. The capital losses are not subject to expiration.
Fund |
Short-Term |
Long-Term |
Total |
|||||||
Nuveen Flexible Income Fund |
$ |
29,136,466 |
$ |
37,084,263 |
$ |
66,220,729 |
||||
Nuveen Preferred Securities and Income Fund |
83,014,035 |
83,802,462 |
166,816,497 |
PURCHASE AND REDEMPTION OF FUND SHARES
As described in the Prospectus, the Funds provide you with alternative ways of purchasing Fund shares based upon your individual investment needs and preferences.
Each class of shares of a Fund represents an interest in the same portfolio of investments. Each class of shares is identical in all respects except that each class bears its own class expenses, including distribution and administration expenses, and each class has exclusive voting rights with respect to any distribution or service plan applicable to its shares. As a result of the differences in the expenses borne by each class of shares, net income per share, dividends per share and net asset value per share will vary among a Fund’s classes of shares. There are no conversion, preemptive or other subscription rights.
Shareholders of each class will share expenses proportionately for services that are received equally by all shareholders. A particular class of shares will bear only those expenses that are directly attributable to that class, where the type or amount of services received by a class varies from one class to another. For example, class-specific expenses generally will include distribution and service fees for those classes that pay such fees.
The expenses to be borne by specific classes of shares may include (i) transfer agency fees attributable to a specific class of shares, (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class of shares, (iii) SEC and state securities registration fees incurred by a specific class of shares, (iv) the expense of administrative personnel and services required to support the shareholders of a specific class of shares, (v) litigation or other legal expenses relating to a specific class of shares, (vi) trustees’ fees or expenses incurred as a result of issues relating to a specific class of shares, (vii) accounting expenses relating to a specific class of shares and (viii) any additional incremental expenses subsequently identified and determined to be properly allocated to one or more classes of shares.
Class A Shares
Class A shares may be purchased at a public offering price equal to the applicable net asset value per share plus an up-front sales charge imposed at the time of purchase as set forth in the Prospectus. Shareholders may qualify for a reduced sales charge, or the sales charge may be waived in its entirety, as described below. Class A shares are also subject to an annual service fee of 0.25%. See “Distribution and Service Plan.” Set forth below is an example of the method of computing the offering price of the Class A shares of a Fund. The example assumes a purchase on September 30, 2021 of Class A shares of Nuveen Flexible Income Fund aggregating less than $50,000 subject to the schedule of sales charges set forth in the Prospectus at a price based upon the net asset value of the Class A shares.
Net asset value per share |
$ |
22.27 |
|
Per share sales charge—4.75% of public offering price (4.98% of net asset value per share) |
1.11 |
||
Per share offering price to the public |
$ |
23.38 |
Each Fund receives the entire net asset value of all Class A shares that are sold. The Distributor retains the full applicable sales charge from which it pays the uniform reallowances shown in the Prospectus to financial intermediaries.
Investors may purchase Class A shares only for Fund accounts held with a financial advisor or other financial intermediary, and not directly with a Fund. In addition, Class A shares may not be available
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through certain financial intermediaries. Please consult with your financial intermediary to determine whether their policies allow for an investment in Class A shares.
Reduction or Elimination of Up-Front Sales Charge on Class A Shares
The availability of the sales charge reductions and waivers discussed below will depend on the policies of the financial intermediary through which you purchase your shares. Information on intermediaries’ variations from the reductions and waivers discussed below are disclosed in the appendix to the Prospectus titled “Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.” In all instances, it is your responsibility to notify your financial intermediary at the time of purchase of any relationship or other facts qualifying you for sales charge waivers or discounts. In order to obtain waivers and discounts that are not available through your intermediary, you will have to purchase Fund shares through another intermediary.
Rights of Accumulation. You may qualify for a reduced sales charge on a purchase of Class A shares of a Fund (and your financial advisor’s commission will be reduced accordingly) if the amount of your purchase, when added to the value that day of all of your shares of any Nuveen Mutual Fund, falls within the amounts stated in the Class A Sales Charges and Commissions table in “How You Can Buy and Sell Shares” in the Prospectus. You or your financial advisor must notify the Distributor or the Fund’s transfer agent of any cumulative discount whenever you plan to purchase Class A shares of a Fund that you wish to qualify for a reduced sales charge.
Letter of Intent. You may qualify for a reduced sales charge on a purchase of Class A shares of a Fund if you plan to purchase Class A shares of Nuveen Mutual Funds over the next 13 months and the total amount of your purchases would, if purchased at one time, qualify you for one of the reduced sales charges shown in the Class A Sales Charges and Commissions table in “How You Can Buy and Sell Shares” in the Prospectus. In order to take advantage of this option, you must complete the applicable section of the Application Form or sign and deliver to your financial advisor or other financial intermediary or to the Fund’s transfer agent a written Letter of Intent in a form acceptable to the Distributor. A Letter of Intent states that you intend, but are not obligated, to purchase over the next 13 months a stated total amount of Class A shares that would qualify you for a reduced sales charge shown above. You may count shares of all Nuveen Mutual Funds that you already own and any Class C and Class I shares of a Nuveen Mutual Fund that you purchase over the next 13 months towards completion of your investment program, but you will receive a reduced sales charge only on new Class A shares you purchase with a sales charge over the 13 months. You cannot count towards completion of your investment program Class A shares that you purchase without a sales charge through investment of distributions from a Nuveen Mutual Fund or a Nuveen Defined Portfolio (unit investment trusts offered through the Distributor prior to March 1, 2002), or otherwise.
By establishing a Letter of Intent, you agree that your first purchase of Class A shares of a Fund following execution of the Letter of Intent will be at least 5% of the total amount of your intended purchases. You further agree that shares representing 5% of the total amount of your intended purchases will be held in escrow pending completion of these purchases. All dividends and capital gain distributions on Class A shares held in escrow will be credited to your account. If total purchases, less redemptions, prior to the expiration of the 13 month period equal or exceed the amount specified in your Letter of Intent, the Class A shares held in escrow will be transferred to your account. If the total purchases, less redemptions, are less than the amount specified, you must pay the Distributor an amount equal to the difference between the amounts paid for these purchases and the amounts which would have been paid if the higher sales charge had been applied. If you do not pay the additional amount within 20 days after written request by the Distributor or your financial advisor, the Distributor will redeem an appropriate number of your escrowed Class A shares to meet the required payment. By establishing a Letter of Intent, you irrevocably appoint the Distributor as attorney to give instructions to redeem any or all of your escrowed shares, with full power of substitution in the premises.
You or your financial advisor must notify the Distributor or the Funds' transfer agent whenever you make a purchase of Fund shares that you wish to be covered under the Letter of Intent option.
For purposes of determining whether you qualify for a reduced sales charge as described under Rights of Accumulation and Letter of Intent, you may include together with your own purchases those made by your spouse or domestic partner and your children under the age of 21 years, whether these purchases are made through a taxable or non-taxable account. You may also include purchases made by a corporation, partnership or sole proprietorship which is 100% owned, either alone or in combination, by any of the foregoing. In addition, a trustee or other fiduciary can count all shares purchased for a single
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trust, estate or other single fiduciary account that has multiple accounts (including one or more employee benefit plans of the same employer).
Elimination of Sales Charge on Class A Shares. Class A shares of a Fund may be purchased at net asset value without a sales charge by the following categories of investors:
· investors purchasing $1,000,000 or more;
· investors purchasing shares through the reinvestment of Nuveen Mutual Fund dividends and capital gain distributions;
· investors purchasing shares for accounts held directly with a Fund that do not have a financial intermediary of record;
· current and former trustees/directors of the Nuveen Funds;
· current and retired employees of Nuveen, LLC and its affiliates or their immediate family members (immediate family members are defined as their spouses or domestic partners, parents, children, grandparents, grandchildren, parents-in-law, sons-in-law and daughters-in-law, siblings, a sibling’s spouse and a spouse’s siblings);
· any person who, for at least the last 90 days, has been an officer, director or employee of any financial intermediary, or their immediate family members;
· bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity;
· investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program;
· employer-sponsored retirement plans as defined below, except that, in the case of employer-sponsored retirement plans held through a brokerage account, Class A shares will be available at net asset value without a sales charge only if the broker-dealer has entered into an agreement with the Distributor that allows for such purchases. Intermediaries that have entered into such an agreement are listed in the appendix to the Prospectus titled, “Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.” For this purpose, employer-sponsored retirement plans include, but are not limited to, 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, health savings accounts, defined benefit plans, non-qualified deferred compensation plans, Roth 401(k) plans and Roth 403(b) plans, and do not include SEPs, SAR-SEPs, SIMPLE IRAs (except as described below), SIMPLE 401(k) plans, Solo 401(k) plans, KEOGH plans, non-qualified deferred compensation plans and single defined benefit plans;
· SIMPLE IRAs opened before January 1, 2011 where Nuveen Securities, LLC is the broker of record;
· clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services; and
· investors purchasing through a financial intermediary that has entered into an agreement with the Distributor to offer the Funds' shares to self-directed investment brokerage accounts and that may or may not charge a transaction fee to its customers. Intermediaries that have entered into such an agreement are listed in the appendix to the Prospectus titled, “Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.”
You or your financial advisor must notify the Distributor or your Fund’s transfer agent whenever you make a purchase of Class A shares of any Fund that you wish to be covered under these special sales charge waivers.
Class A shares of any Fund may be issued at net asset value without a sales charge in connection with the acquisition by a Fund of another investment company. All purchases under the special sales charge waivers will be subject to minimum purchase requirements as established by the Funds.
The reduced sales charge programs may be modified or discontinued by the Funds at any time. For more information about the purchase of Class A shares or the reduced sales charge program, or to obtain the required application forms, call Nuveen Funds toll-free at (800) 257-8787.
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Class C Shares
You may purchase Class C shares at a public offering price equal to the applicable net asset value per share without any up-front sales charge. Class C shares are subject to an annual distribution fee of 0.75% to compensate the Distributor for paying your financial advisor or other financial intermediary an ongoing sales commission. Class C shares are also subject to an annual service fee of 0.25% to compensate financial intermediaries for providing you with ongoing financial advice and other account services. The Distributor compensates financial intermediaries for sales of Class C shares at the time of the sale at a rate of 1.00% of the amount of Class C shares purchased, which represents an advance of the first year’s distribution fee of 0.75% plus an advance on the first year’s annual service fee of 0.25%. See “Distribution and Service Plan.”
Class C share purchase orders equaling or exceeding $1,000,000 will not be accepted. In addition, Class C share purchase orders for a single purchaser that, when added to the value that day of all of such purchaser’s shares of any class of any Nuveen Mutual Fund, cause the purchaser’s cumulative total of shares in Nuveen Mutual Funds to equal or exceed $1,000,000 will not be accepted. Your financial intermediary may set a lower maximum for Class C shares. Shareholders purchasing Class C shares should consider whether they would qualify for a reduced or eliminated sales charge on Class A shares that would make purchasing Class A shares a better choice. Class A share sales charges can be reduced or eliminated based on the size of the purchase, or pursuant to a letter of intent or rights of accumulation. See “Reduction or Elimination of Up-Front Sales Charge on Class A Shares” above.
Redemption of Class C shares within 12 months of purchase may be subject to a contingent deferred sales charge (“CDSC”) of 1.00% of the lower of the purchase price or redemption proceeds. Class C shares automatically convert to Class A shares after 8 years, thus reducing future annual expenses. Conversions occur during the month in which the 8-year anniversary of the purchase occurs. The automatic conversion is based on the relative net asset values of the two share classes without the imposition of a sales charge or fee. The automatic conversion of Class C shares to Class A shares may not apply to shares held through group retirement plan recordkeeping platforms of certain financial intermediaries who hold such shares in an omnibus account and do not track participant level share lot aging to facilitate such a conversion. Furthermore, the availability of the automatic Class C share conversion and the terms under which the conversion takes place may depend on the policies and/or system limitations of the financial intermediary through which you hold your shares. Information on intermediaries’ variations from the Class C share conversion discussed above is disclosed in the appendix to the Prospectus, “Variations in Sales Charge Reductions and Waivers Through Certain Intermediaries.”
Investors may purchase Class C shares only for Fund accounts held with a financial advisor or other financial intermediary, and not directly with a Fund. In addition, Class C shares may not be available through certain financial intermediaries. Please consult with your financial intermediary to determine whether their policies allow for an investment in Class C shares.
Reduction or Elimination of Contingent Deferred Sales Charge
The availability of the sales charge reductions and waivers discussed below will depend on the policies of the financial intermediary through which you purchase your shares. Information on intermediaries’ variations from the reductions and waivers discussed below are disclosed in the appendix to the Prospectus titled “Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.” In all instances, it is your responsibility to notify your financial intermediary at the time of purchase of any relationship or other facts qualifying you for sales charge waivers or discounts. In order to obtain waivers and discounts that are not available through your intermediary, you will have to purchase Fund shares through another intermediary.
Class A shares are normally redeemed at net asset value, without any CDSC. However, in the case of Class A shares purchased at net asset value without a sales charge because the purchase amount exceeded $1,000,000, a CDSC is imposed on any redemption within 18 months of purchase. Class C shares are redeemed at net asset value, without any CDSC, except that a CDSC of 1.00% is imposed upon any redemption within 12 months of purchase (except in cases where a shareholder is eligible for a waiver).
In determining whether a CDSC is payable, each Fund will first redeem shares not subject to any charge and then will redeem shares held for the longest period, unless the shareholder specifies another order. No CDSC is charged on shares purchased as a result of automatic reinvestment of dividends or capital gains paid. In addition, no CDSC will be charged on exchanges of shares into another Nuveen
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Mutual Fund. The holding period is calculated on a monthly basis and begins on the first day of the month in which the purchase was made. The CDSC is assessed on an amount equal to the lower of the then current market value or the cost of the shares being redeemed. Accordingly, no sales charge is imposed on increases of net asset value above the initial purchase price. The Distributor receives the amount of any CDSC shareholders pay.
The CDSC may be waived or reduced under the following circumstances: (i) in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed; (ii) in the event of the death of the shareholder (including a registered joint owner); (iii) for redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of an account’s net asset value depending on the frequency of the plan as designated by the shareholder; (iv) redemptions in connection with a payment of account or plan fees; (v) redemptions in connection with the exercise of a Fund’s right to redeem all shares in an account that does not maintain a certain minimum balance; (vi) upon an optional conversion by a Fund of Class C shares held in an account which no longer has a financial intermediary of record into Class A shares; (vii) redemptions of Class C shares in cases where the Distributor did not advance the first year’s service and distribution fees when such shares were purchased; and (viii) redemptions of Class A shares where the Distributor did not pay a sales commission when such shares were purchased. If a Fund waives or reduces the CDSC, such waiver or reduction would be uniformly applied to all Fund shares in the particular category. In waiving or reducing a CDSC, the Funds will comply with the requirements of Rule 22d-1 under the 1940 Act.
In addition, the CDSC will be waived in connection with the following redemptions of shares held by an employer-sponsored qualified defined contribution retirement plan: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59½, (b) as part of a series of substantially equal periodic payments, or (c) upon separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination or transfer to another employer’s plan or IRA; and (iv) redemptions resulting from the return of an excess contribution. The CDSC will also be waived in connection with the following redemptions of shares held in an IRA account: (i) for redemptions made pursuant to an IRA systematic withdrawal based on the shareholder’s life expectancy including, but not limited to, substantially equal periodic payments described in Code Section 72(t)(A)(iv) prior to age 59½; and (ii) for redemptions to satisfy required minimum distributions from an IRA account upon reaching the qualified age based on applicable laws and regulations (with the maximum amount subject to this waiver being based only upon the shareholder’s Nuveen IRA accounts).
Class R6 Shares
Class R6 shares are available from the Funds to the following classes of investors, provided they meet the minimum investment and other eligibility requirements set forth below:
· Qualified retirement plans held in plan-level or omnibus accounts, including 401(k) plans, employer sponsored 403(b) plans, profit sharing pension plans, money purchase pension plans, target benefit plans, defined benefit pension plans and Taft Hartley multi-employer pension plans;
· Foundations and endowment funds;
· Any state, county, or city, or its instrumentality, department, authority or agency;
· 457 plans, including 457(b) governmental entity plans and tax exempt plans;
· Omnibus or other pooled accounts registered to insurance companies, trust companies, bank trust departments, registered investment advisor firms and family offices;
· Investment companies;
· Corporations, including corporate non-qualified deferred compensation plans of such corporations;
· Collective investment trusts;
· Discretionary accounts managed by the Adviser or its affiliates;
· Health savings accounts held in plan-level or omnibus accounts; and
· 529 savings plans held in plan-level or omnibus accounts.
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There is no minimum initial investment for qualified retirement plans, health savings accounts and 529 savings plans; however, the shares must be held through plan-level or omnibus accounts held on the books of the Funds. Class R6 shares are also available for purchase by clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services. Such clients may include individuals, corporations, endowments and foundations. The minimum initial investment for such clients is $100,000, but this minimum will be waived for clients of financial intermediaries that have accounts holding Class R6 shares with an aggregate value of at least $100,000. The Distributor may also waive the minimum for clients of financial intermediaries anticipated to reach this Class R6 share holdings level. All other eligible investors must meet a minimum initial investment of at least $1,000,000 in each Fund. Such minimum investment requirement may be applied collectively to affiliated accounts, in the discretion of the Distributor. Class R6 shares may be purchased through financial intermediaries only if such intermediaries have entered into an agreement with the Distributor to offer Class R6 shares. Class R6 shares are only available in cases where neither the investor nor the intermediary will receive any commission payments, account servicing fees, record keeping fees, 12b-1 fees, sub-transfer agent fees, so called “finder’s fees,” administration fees or similar fees with respect to Class R6 shares. Class R6 shares are not available directly to traditional or Roth IRAs, Coverdell Savings Accounts, Keoghs, SEPs, SARSEPs, or SIMPLE IRAs.
Class R6 shares also are available for purchase, with no minimum initial investment, by the following categories of investors:
· current and former trustees/directors of any Nuveen Fund, and their immediate family members (“immediate family members” are defined as spouses or domestic partners, parents, children, grandparents, grandchildren, parents-in-law, sons-in-law and daughters-in-law, siblings, a sibling’s spouse and a spouse’s siblings);
· officers of Nuveen, LLC and its affiliates, and their immediate family members; and
· full-time and retired employees of Nuveen, LLC and its affiliates, and their immediate family members, including any corporation, partnership, sole proprietorship or other business organization that is wholly owned by one or more of such persons.
Class I Shares
Class I shares are available for purchase by clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services. Such clients may include individuals, corporations, endowments and foundations. The minimum initial investment for such clients is $100,000, but this minimum will be lowered to $250 for clients of financial intermediaries that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of financial intermediaries anticipated to reach this Class I share holdings level.
Class I shares are also available for purchase by family offices and their clients. A family office is a company that provides certain financial and other services to a high net worth family or families. The minimum initial investment for family offices and their clients is $100,000, but this minimum will be lowered to $250 for clients of family offices that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of family offices anticipated to reach this Class I share holdings level.
Class I shares also are available for purchase, with no minimum initial investment, by the following categories of investors:
· employer-sponsored retirement plans, except SEPs, SAR-SEPs, SIMPLE IRAs and KEOGH plans;
· bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity;
· advisory accounts of Nuveen Fund Advisors and its affiliates, including other Nuveen Mutual Funds whose investment policies permit investments in other investment companies;
· investors purchasing through a brokerage platform of a financial intermediary that has an agreement with the Distributor to offer such shares solely when acting as an agent for such investors. Investors transacting through a financial intermediary’s brokerage platform may be required to pay a commission directly to the intermediary;
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· any registered investment company that is not affiliated with the Nuveen Funds and which invests in securities of other investment companies;
· any plan organized under section 529 under the Code (i.e., a 529 plan);
· participants in the TIAA IRA or TIAA-CREF Investment Solutions IRA;
· current and former trustees/directors of any Nuveen Fund, and their immediate family members (“immediate family members” are defined as spouses or domestic partners, parents, children, grandparents, grandchildren, parents-in-law, sons-in-law and daughters-in-law, siblings, a sibling’s spouse and a spouse’s siblings);
· officers of Nuveen, LLC and its affiliates, and their immediate family members;
· full-time and retired employees of Nuveen, LLC and its affiliates, and their immediate family members, including any corporation, partnership, sole proprietorship or other business organization that is wholly owned by one or more of such persons; and
· any person who, for at least the last 90 days, has been an officer, director or employee of any financial intermediary, and their immediate family members.
Holders of Class I shares may purchase additional Class I shares using dividends and capital gain distributions on their shares.
If you are eligible to purchase either Class I shares or Class A shares without a sales charge at net asset value, you should be aware of the differences between these two classes of shares. Class A shares are subject to an annual service fee to compensate financial intermediaries for providing you with ongoing account services. Class I shares are not subject to a distribution or service fee and, consequently, holders of Class I shares may not receive the same types or levels of services from financial intermediaries. In choosing between Class A shares and Class I shares, you should weigh the benefits of the services to be provided by financial intermediaries against the annual service fee imposed upon the Class A shares.
A financial intermediary through which you hold Class I shares may have the authority under its account agreement to exchange your Class I shares for another class of Fund shares having higher expenses than Class I shares if you withdraw from or are no longer eligible for the intermediary’s fee-based program or under other circumstances. You may be subject to the sales charges and service and/or distribution fees applicable to the share class that you receive in such an exchange. You should contact your financial intermediary for more information about your eligibility to purchase Class I shares and the class of shares you would receive in an exchange if you no longer meet Class I eligibility requirements.
Shareholder Programs
Exchange Privilege
You may exchange Fund shares into an identically registered account for the same class of another Nuveen Mutual Fund available in your state. Your exchange must meet the minimum purchase requirements of the fund into which you are exchanging.
You may also, under certain limited circumstances, exchange between certain classes of shares of the same Fund. You should be aware that exchanges between classes of shares of the same Fund may not be available for all accounts and may not be offered by the financial intermediary through which you may hold shares and that the financial intermediary through whom you hold shares may be authorized (e.g., under its account or similar agreement with you) to reject any share class exchange. An exchange between classes of shares of the same Fund may not be considered a taxable event; please consult your own tax advisor for further information.
If you hold your shares directly with a Fund, you may exchange your shares by either sending a written request to the applicable Fund, c/o Nuveen Funds, P.O. Box 219140, Kansas City, Missouri 64121-9140 or by calling Nuveen Funds toll free at (800) 257-8787.
If you exchange shares between different Nuveen Mutual Funds and your shares are subject to a CDSC, no CDSC will be charged at the time of the exchange. However, if you subsequently redeem the shares acquired through the exchange, the redemption may be subject to a CDSC, depending on when you purchased your original shares and the CDSC schedule of the fund from which you exchanged your shares. If you exchange between classes of shares of the same Fund and your original shares are subject to a CDSC, the CDSC will be assessed at the time of the exchange.
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For federal income tax purposes, an exchange between different Nuveen Mutual Funds constitutes a sale and purchase of shares and may result in capital gain or loss. Before making any exchange, you should obtain the Prospectus for the Nuveen Mutual Fund you are purchasing and read it carefully. If the registration of the account for the Fund you are purchasing is not exactly the same as that of the fund account from which the exchange is made, written instructions from all holders of the account from which the exchange is being made must be received, with signatures guaranteed by a member of an approved Medallion Signature Guarantee Program or in such other manner as may be acceptable to the Fund. You may also exchange shares by telephone if you authorize telephone exchanges by checking the applicable box on the Application Form or by calling Nuveen Funds toll-free at (800) 257-8787 to obtain an authorization form. Each Fund reserves the right to revise or suspend the exchange privilege, limit the amount or number of exchanges, or reject any exchange. Shareholders will be provided with at least 60 days’ notice of any material revision to or termination of the exchange privilege.
The exchange privilege is not intended to permit a Fund to be used as a vehicle for short-term trading. Excessive exchange activity may interfere with portfolio management, raise expenses and otherwise have an adverse effect on all shareholders. In order to limit excessive exchange activity and in other circumstances where Fund management believes doing so would be in the best interest of the Fund, each Fund reserves the right to revise or terminate the exchange privilege, or limit the amount or number of exchanges or reject any exchange. Shareholders would be notified of any such action to the extent required by law. See “Frequent Trading Policy” below.
Reinstatement Privilege
If you redeemed Class A or Class C shares of a Nuveen Mutual Fund, you have up to one year to reinvest all or part of the full amount of the redemption in the same class of shares of any Nuveen Mutual Fund at net asset value. This reinstatement privilege can be exercised only once for any redemption, and reinvestment will be made at the net asset value next calculated after reinstatement of the appropriate class of Fund shares. If you reinstate shares that were subject to a CDSC, any shares purchased pursuant to the reinstatement privilege will not be subject to a CDSC. The federal income tax consequences of any capital gain realized on a redemption will not be affected by reinstatement, but a capital loss may be disallowed in whole or in part depending on the timing, the amount of the reinvestment and the fund from which the redemption occurred. Your financial advisor will not receive a commission on shares purchased pursuant to the reinstatement privilege.
Suspension of Right of Redemption
Each Fund may suspend the right of redemption of Fund shares or delay payment more than seven days (a) during any period when the New York Stock Exchange (the “NYSE”) is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund normally utilizes is restricted or an emergency exists as determined by the SEC so that trading of the Fund’s investments or determination of its net asset value is not reasonably practicable, or (c) for any other periods that the SEC by order may permit for protection of Fund shareholders.
Redemption In-Kind
The Funds have reserved the right to redeem in-kind (that is, to pay redemption requests in cash and portfolio securities, or wholly in portfolio securities). Pursuant to a notice of election under Rule 18f-1, the Funds voluntarily have committed to pay in cash all requests for redemption by any shareholder, limited as to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the net asset value of a Fund at the beginning of the 90-day period.
Purchase In-Kind
Each Fund may allow the purchase of shares with investment securities (instead of cash), if it is determined that (i) the securities offered to the Fund are suitable for investment by the Fund and are appropriate, in type and amount, for investment by the Fund in light of its investment objective, policies and current holdings; (ii) the Fund expects to continue to hold the securities received in-kind, subject to subsequent changes in investment determinations regarding particular securities or as the need to raise cash by selling portfolio securities may arise; and (iii) the purchase in-kind is in the best interest of the Fund and its existing shareholders. If a Fund accepts the in-kind securities, the shareholder will receive Fund shares equal in NAV to the market value of the securities received.
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Frequent Trading Policy
The Funds' Frequent Trading Policy is as follows:
Nuveen Mutual Funds are intended as long-term investments and not as short-term trading vehicles. At the same time, the Funds recognize the need of investors to periodically make purchases and redemptions of Fund shares when rebalancing their portfolios and as their financial needs or circumstances change. Nuveen Mutual Funds have adopted the following Frequent Trading Policy that seeks to balance these needs against the potential for higher operating costs, portfolio management disruption and other inefficiencies that can be caused by excessive trading of Fund shares.
1. Definition of Round Trip
A Round Trip trade is the purchase and subsequent redemption of Fund shares, including by exchange. Each side of a Round Trip trade may be comprised of either a single transaction or a series of closely-spaced transactions.
2. Round Trip Trade Limitations
Nuveen Mutual Funds limit the frequency of Round Trip trades that may be placed in a Fund. Subject to certain exceptions noted below, the Funds limit an investor to two Round Trips per trailing 60-day period.
3. Enforcement
Trades placed in violation of the foregoing policies are subject to rejection or cancellation by Nuveen Mutual Funds. Nuveen Mutual Funds may also bar an investor (and/or the investor’s financial advisor) who has violated these policies from opening new accounts with the Funds and may restrict the investor’s existing account(s) to redemptions only. Nuveen Mutual Funds reserve the right, in their sole discretion, to (a) interpret the terms and application of these policies, (b) waive unintentional or minor violations (including transactions below certain dollar thresholds) if Nuveen Mutual Funds determine that doing so does not harm the interests of Fund shareholders, and (c) exclude certain classes of redemptions from the application of the trading restrictions set forth above.
Nuveen Mutual Funds reserve the right to impose restrictions on purchases or exchanges that are more restrictive than those stated above if they determine, in their sole discretion, that a proposed transaction or series of transactions involve market timing or excessive trading that is likely to be detrimental to the Funds. The Funds may also modify or suspend the Frequent Trading Policy without notice during periods of market stress or other unusual circumstances.
The ability of Nuveen Mutual Funds to implement the Frequent Trading Policy for omnibus accounts at certain financial intermediaries may be dependent on receiving from those intermediaries sufficient shareholder information to permit monitoring of trade activity and enforcement of the Funds' Frequent Trading Policy. In addition, the Funds may rely on a financial intermediary’s policy to restrict market timing and excessive trading if the Funds believe that the policy is reasonably designed to prevent market timing that is detrimental to the Funds. Such policy may be more or less restrictive than the Funds' Policy. The Funds cannot ensure that these financial intermediaries will in all cases apply the Funds' policy or their own policies, as the case may be, to accounts under their control.
Exclusions from the Frequent Trading Policy
As stated above, certain redemptions are eligible for exclusion from the Frequent Trading Policy, including: (i) redemptions or exchanges by shareholders investing through the fee-based platforms of certain financial intermediaries (where the intermediary charges an asset-based or comprehensive “wrap” fee for its services) that are effected by the financial intermediaries in connection with systematic portfolio rebalancing; (ii) when there is a verified trade error correction, which occurs when a dealer firm sends a trade to correct an earlier trade made in error and then the firm sends an explanation to the Nuveen Mutual Funds confirming that the trade is actually an error correction; (iii) in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed; (iv) in the event of the death of the shareholder (including a registered joint owner); (v) redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of an account’s net asset value depending on the frequency of the plan as designated by the shareholder; (vi) redemptions of shares that were purchased through a systematic investment program; (vii) involuntary redemptions caused by operation of law; (viii) redemptions in connection with a payment of account or plan fees; (ix) redemptions or exchanges by any “fund of funds” advised by the Adviser; (x) redemptions
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or exchanges by certain 529 plans; and (xi) redemptions in connection with the exercise of a Fund’s right to redeem all shares in an account that does not maintain a certain minimum balance or that the Board has determined may have material adverse consequences to the shareholders of a Fund.
In addition, the following redemptions of shares by an employer-sponsored qualified defined contribution retirement plan are excluded from the Frequent Trading Policy: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59½; (b) as part of a series of substantially equal periodic payments; or (c) upon separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination, transfer to another employer’s plan or IRA or changes in a plan’s recordkeeper; and (iv) redemptions resulting from the return of an excess contribution. Also, the following redemptions of shares held in an IRA account are excluded from the application of the Frequent Trading Policy: (i) redemptions made pursuant to an IRA systematic withdrawal based on the shareholder’s life expectancy including, but not limited to, substantially equal periodic payments described in Code Section 72(t)(A)(iv) prior to age 59½; and (ii) redemptions to satisfy required minimum distributions from an IRA account due to a shareholder reaching the qualified age based on applicable laws and regulations.
Distribution and Service Plan
The Funds have adopted a plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Rule 12b-1 provides in substance that a mutual fund may not engage directly or indirectly in financing any activity which is primarily intended to result in the sale of shares, except pursuant to a plan adopted under the Rule. The Plan authorizes a Fund to pay the Distributor distribution and/or shareholder servicing fees on a Fund’s Class A and Class C shares as described below. The distribution fees under the Plan are used for the primary purpose of compensating participating intermediaries for their sales of a Fund. The shareholder servicing fees are used primarily for the purpose of providing compensation for the ongoing servicing and/or maintenance of shareholder accounts. Pursuant to the Plan, Class C shares are subject to an annual distribution fee and Class A and Class C shares are subject to the annual service fees (distribution and service fees collectively referred to herein as “12b-1 fees”). The 12b-1 fees are based on the average daily net assets of the class of shares of a Fund and are as follows:
Annual Distribution Fee |
Annual Service Fee |
Total 12b-1 Fee |
|||||||
Class A |
— |
0.25 |
% |
0.25 |
% |
||||
Class C |
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R6 and Class I shares are not subject to either distribution or service fees.
The distribution fee applicable to Class C shares under each Fund’s Plan compensates the Distributor for expenses incurred in connection with the distribution of Class C shares. These expenses include payments to financial intermediaries, including the Distributor, who are brokers of record with respect to the Class C shares, as well as, without limitation, expenses of printing and distributing Prospectuses to persons other than shareholders of each Fund, expenses of preparing, printing and distributing advertising and sales literature and reports to shareholders used in connection with the sale of Class C shares, certain other expenses associated with the distribution of Class C shares, and any other distribution-related expenses that may be authorized from time to time by the Board of Trustees.
The service fee applicable to Class A and Class C shares under each Fund’s Plan is used to compensate financial intermediaries in connection with the provision of ongoing account services to shareholders. These services may include establishing and maintaining shareholder accounts, answering shareholder inquiries and providing other personal services to shareholders.
During the fiscal year ended September 30, 2021, the Funds incurred 12b-1 fees pursuant to their respective Plan in the amounts set forth in the table below. 12b-1 fees are calculated and accrued daily and paid monthly or at such other intervals as the Board of Trustees may determine. As noted above, no 12b-1 fees are paid with respect to Class R6 or Class I shares. For this period, substantially all of the 12b-1 service fees on Class A shares were paid out as compensation to financial intermediaries for providing services to shareholders relating to their investments. To compensate for commissions advanced to financial intermediaries, all 12b-1 fees on Class C shares during the first year following a purchase are retained by the Distributor. After the first year following a purchase, 12b-1 fees on Class C shares are paid to financial intermediaries.
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12b-1 Fees Incurred by Each Fund for the Fiscal Year Ended
|
|||
Nuveen Flexible Income Fund: |
|||
Class A |
$ 716,336 |
||
Class C |
2,735,499 |
||
Nuveen Preferred Securities and Income Fund: |
|||
Class A |
1,315,813 |
||
Class C |
2,343,027 |
The Plan is a “compensation-type” plan under which the Distributor is entitled to receive the distribution and shareholder servicing fees regardless of whether its actual distribution and shareholder servicing expenses are more or less than the amount of the fees. It is therefore possible that the Distributor may realize a profit in a particular year as a result of these payments. The Plan recognizes that the Distributor and the Adviser, in their discretion, may from time to time use their own assets to pay for certain additional costs of distributing Class A and Class C shares. Any such arrangements to pay such additional costs may be commenced or discontinued by the Distributor or the Adviser at any time.
Under each Fund’s Plan, the Fund will report quarterly to the Board of Trustees for its review of all amounts expended per class of shares under the Plan. The Plan may be terminated at any time with respect to any class of shares, without the payment of any penalty, by a vote of a majority of the independent trustees who have no direct or indirect financial interest in the Plan or by vote of a majority of the outstanding voting securities of such class. The Plan may be renewed from year to year if approved by a vote of the Board of Trustees and a vote of the independent trustees who have no direct or indirect financial interest in the Plan cast in person at a meeting called for the purpose of voting on the Plan. The Plan may be continued only if the trustees who vote to approve such continuance conclude, in the exercise of reasonable business judgment and in light of their fiduciary duties under applicable law, that there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders. The Plan may not be amended to increase materially the cost which a class of shares may bear under the Plan without the approval of the shareholders of the affected class, and any other material amendments of the Plan must be approved by the independent trustees by a vote cast in person at a meeting called for the purpose of considering such amendments. During the continuance of the Plan, the selection and nomination of the independent trustees of the Trust will be committed to the discretion of the independent trustees then in office. With the exception of the Distributor and its affiliates, no “interested person” of the Funds, as that term is defined in the 1940 Act, and no trustee of the Funds has a direct or indirect financial interest in the operation of the Plan or any related agreement.
If a Fund closes to new investors, it may continue to make payments under the Plan. Such payments would be made for the various services provided to existing shareholders by the participating intermediaries receiving such payments.
General Matters
The Funds have authorized one or more brokers to accept on their behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds' behalf. The Funds will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee accepts the order. Customer orders received by such broker (or their designee) will be priced at the applicable Fund’s net asset value next computed after they are accepted by an authorized broker (or their designee). Orders accepted by an authorized broker (or their designee) before the close of regular trading on the NYSE will receive that day’s share price; orders accepted after the close of trading will receive the next business day’s share price.
If you choose to invest in a Fund, an account will be opened and maintained for you by DST, the Funds' shareholder services agent. Shares will be registered in the name of the investor or the investor’s financial advisor. The Funds do not issue share certificates. A change in registration or transfer of shares held in the name of a financial advisor may only be made by an order in good standing form from the financial advisor acting on the investor’s behalf. Each Fund reserves the right to reject any purchase order and to waive or increase minimum investment requirements.
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Distribution Arrangements
The Distributor sells shares to or through brokers, dealers, banks or other qualified financial intermediaries (collectively referred to as “Dealers”), or others, in a manner consistent with the then effective registration statement of the Trust. Pursuant to the Distribution Agreement, the Distributor, at its own expense, finances certain activities incident to the sale and distribution of the Funds' shares, including printing and distributing of prospectuses and statements of additional information to other than existing shareholders, the printing and distributing of sales literature, advertising and payment of compensation and giving of concessions to Dealers.
The Distributor receives for its services the excess, if any, of the sales price of a Fund’s shares less the net asset value of those shares, and reallows a majority or all of such amounts to the Dealers who sold the shares. The Distributor also receives distribution fees pursuant to a distribution plan adopted by the Trust pursuant to Rule 12b-1 and described herein under “Distribution and Service Plan.” The Distributor also receives any CDSCs imposed on redemptions of shares. The Distributor may also act as a Dealer.
The following tables set forth the amount of underwriting commissions paid by the Funds, the amount of such commissions retained by the Distributor, and the amount of compensation on redemptions and repurchases for the specified periods. All figures are presented in thousands and are rounded to the nearest thousand.
Amount of Underwriting Commissions |
|||||||||||||||||||||
Fund |
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
||||||||||||||||||
Nuveen Flexible Income Fund |
$ |
1,435 |
$ |
1,375 |
$ |
966 |
|||||||||||||||
Nuveen Preferred Securities and Income Fund |
1,216 |
1,621 |
1,451 |
Amount Retained by Distributor |
|||||||||||||||||||||
Fund |
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
||||||||||||||||||
Nuveen Flexible Income Fund |
$ |
157 |
$ |
134 |
$ |
85 |
|||||||||||||||
Nuveen Preferred Securities and Income Fund |
124 |
154 |
116 |
Amount of Compensation on Redemptions and Repurchases |
|||||||||||||||
Fund |
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
||||||||||||
Nuveen Flexible Income Fund |
$ |
53 |
$ |
68 |
$ |
34 |
|||||||||
Nuveen Preferred Securities and Income Fund |
53 |
81 |
65 |
To help financial advisors and investors better understand and more efficiently use the Funds to reach their investment goals, the Distributor may advertise and create specific investment programs and systems. For example, this may include information on how to use the Funds to accumulate assets for future education needs or periodic payments such as insurance premiums. The Distributor may produce software, electronic information sites or additional sales literature to promote the advantages of using the Funds to meet these and other specific investor needs. In addition, wholesale representatives of the Distributor may visit financial advisors on a regular basis to educate them about the Funds and to encourage the sale of Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law. Nuveen wholesalers may receive additional compensation if they meet certain targets for sales of one or more Nuveen Mutual Funds.
Additional Payments to Financial Intermediaries and Other Payments
As described in the Prospectus and elsewhere in this SAI, intermediaries that sell shares of the Nuveen Mutual Funds or provide services to their shareholders, such as brokers, dealers, banks, registered investment advisers, retirement plan administrators and other intermediaries (individually, an “Intermediary,” and collectively, “Intermediaries”), may receive sales charge payments and, out of Fund
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assets, may be paid Rule 12b-1 distribution and service payments and sub-transfer agency payments. The Distributor and the Adviser make additional payments out of their own assets to selected Intermediaries. These payments are made for the purposes of promoting the sale of Fund shares, maintaining share balances and/or for sub-accounting, administrative or shareholder services.
The amounts of these payments could be significant and may create an incentive for an Intermediary or its representatives to recommend or offer shares of the Nuveen Mutual Funds to its customers. The Intermediary may elevate the prominence or profile of the Funds within the Intermediary’s organization by, for example, placing the Funds on a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the Funds in various ways within the Intermediary’s organization. These payments are made pursuant to negotiated agreements with Intermediaries. The categories of payments described below are not mutually exclusive, and a single Intermediary may receive payments under all categories. Further, representatives of the Distributor and its affiliates receive additional compensation related to the Nuveen Mutual Funds.
These payments do not change the price paid by investors for the purchase of a share or the amount a Fund will receive as proceeds from such sales. Furthermore, these payments are not reflected in the fees and expenses listed in the fee table section of the Funds' Prospectus and described above because they are not paid by the Funds.
Distribution-Related Payments
The Distributor and/or the Adviser make payments (sometimes referred to as “revenue sharing” payments) to selected Intermediaries as compensation for services such as providing the Funds with “shelf space” or a higher profile for the Intermediary’s personnel or their customers, placing the Funds on the Intermediary’s preferred or recommended fund list, granting access to sales meetings, sales representatives and management representatives of the Intermediary, providing assistance in training and educating the Intermediary’s personnel on the Funds, and furnishing marketing support and other services.
The Adviser and/or the Distributor compensate Intermediaries differently depending upon, among other factors, the number or value of Nuveen Mutual Funds shares that the Intermediary sells or may sell, the value of the assets invested in the Nuveen Mutual Funds by the Intermediary’s customers, redemption rates, ability to attract and retain assets, reputation in the industry and the level and/or type of marketing assistance and educational activities provided by the Intermediary. Such payments are generally asset-based but also may include the payment of a lump sum.
Servicing Payments
The Adviser and/or the Distributor make payments to selected Intermediaries that are registered as holders or dealers of record for accounts invested in one or more of the Nuveen Mutual Funds or that make Nuveen Mutual Fund shares available through employee benefit plans or fee-based advisory programs to compensate them for the variety of services they provide.
Services for which an Intermediary receives servicing payments typically include recordkeeping, reporting, or transaction processing, but may also include services rendered in connection with fund/ investment selection and monitoring, employee enrollment and education, plan balance rollover or separation, or other similar services. An Intermediary may perform the services itself or arrange with a third party to perform such services.
TIAA-CREF Individual & Institutional Services, LLC (“TIAA-CREF IIS”), an affiliate of the Adviser and the Distributor, is one intermediary that receives servicing payments. The shareholder services agreement between TIAA-CREF IIS and the Distributor provides that in exchange for such services, TIAA-CREF IIS will receive payments of 0.25% of the average net assets of Fund shares on the TIAA-CREF IIS retirement platform on an annual basis. The Distributor pays the portion of the fee that represents 0.05% of the average net assets of Fund shares attributable to TIAA-CREF IIS and the Funds pay the remainder.
Servicing payments typically apply to employee benefit plans, such as retirement plans, or fee-based advisory programs but may apply to retail sales and assets in certain situations. The payments are based on such factors as the type and nature of services or support furnished by the Intermediary and are generally asset-based.
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Distribution-Related and Servicing Payment Guidelines
In the case of any one Intermediary, distribution-related and servicing payments made by the Adviser and/or the Distributor are not expected, with certain limited exceptions, to exceed, in the aggregate, 0.35% of the average net assets of Fund shares attributable to that Intermediary on an annual basis. In connection with the sale of a business by U.S. Bank N.A. to Great-West Life & Annuity Insurance Company (“Great-West”), the Adviser and/or the Distributor has a services agreement with GWFS Equities, Inc., an affiliate of Great-West, which provides for payments of up to 0.60% of the average net assets of Fund shares attributable to GWFS Equities, Inc. on an annual basis (which amount also includes payments by the Funds for sub-transfer agency services).
Other Payments to Intermediaries
The Adviser and/or the Distributor, at their expense, provide other compensation to Intermediaries that sell or arrange for the sale of shares of the Funds, which may be in addition to distribution-related and servicing payments described above. For example, the Adviser and/or the Distributor may: (i) compensate Intermediaries for National Securities Clearing Corporation networking system services (e.g., shareholder communication, account statements, trade confirmations, and tax reporting) on an asset-based or per account basis; (ii) compensate Intermediaries for providing Fund shareholder trading information; (iii) make one-time or periodic payments to reimburse selected Intermediaries for items such as ticket charges (i.e., fees that an Intermediary charges its representatives for effecting transactions in Fund shares) of up to $25 per purchase or exchange order, operational charges (e.g., fees that an Intermediary charges for establishing a Fund on its trading system), and literature printing and/or distribution costs; (iv) at the direction of a retirement plan’s sponsor, reimburse or pay direct expenses of an employee benefit plan that would otherwise be payable by the plan; and (v) provide payments to broker-dealers to help defray their technology or infrastructure costs.
The Adviser and/or the Distributor pay selected Intermediaries for enabling the Adviser and/or the Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other Intermediary employees, client and investor events and other Intermediary-sponsored events, and for travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, asset retention and due diligence meetings. These payments vary depending upon the Intermediary and the nature of the event. The Adviser and/or the Distributor make payments for such events as it deems appropriate, subject to its internal guidelines and applicable law.
The Adviser and/or the Distributor occasionally sponsor due diligence meetings for Intermediaries’ registered representatives during which the registered representatives receive updates on various Nuveen Mutual Funds and are afforded the opportunity to speak with portfolio managers. Although invitations to these meetings are not conditioned on selling a specific number of shares, those who have shown an interest in Nuveen Mutual Funds are more likely to be considered. To the extent permitted by their firm’s policies and procedures, all or a portion of registered representatives’ expenses in attending these meetings may be covered by the Adviser and/or the Distributor.
Compensation to the Distributor’s Representatives
Representatives of the Distributor and its affiliates receive additional compensation from the Adviser and/or the Distributor based on whether certain targets are met for sales of one or more Nuveen Mutual Funds and other subjective factors. Such compensation varies by Fund, by distribution channel and by affiliate.
Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. Investors can ask their Intermediary for information about any payments it receives from the Adviser and/or the Distributor and the services it provides for those payments.
Investors may wish to take Intermediary payment arrangements into account when considering and evaluating any recommendations relating to Fund shares.
Intermediaries Receiving Additional Payments
The following is a list of Intermediaries eligible to receive one or more of the types of payments discussed above as of January 14, 2022:
ADP Broker-Dealer, Inc.
AXA Advisors, LLC
American United Life Insurance Company
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Ameriprise Financial Services, Inc.
Ascensus (formerly BISYS Retirement Services, Inc.)
BB&T
BMO Harris Bank N.A.
BNY Mellon, N.A.
Benefit Plans Administrative Services, Inc.
Benefit Trust Company
Cetera
Charles Schwab & Co., Inc.
Chase Investment Services
Citigroup Global Markets Inc.
Commonwealth Equity Services, LLP, DBA Commonwealth Financial Network
Davenport & Co., LLC
Digital Retirement Solutions, Inc.
Dyatech, LLC
Edward Jones
Fidelity Brokerage Services LLC/National Financial Services LLC
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)/Fidelity Advisors Retirement
Financial Data Services, Inc.
First Clearing
Genesis Employee Benefits, Inc. DBA America’s VEBA Solution
Goldman Sachs
Great West Life and Annuity Insurance Co.
GWFS Equities, Inc.
Hartford Life Insurance Company
Hartford Securities Distribution Company, Inc.
ICMA Retirement Corporation
J.J.B. Hilliard, W.L. Lyons, Inc.
J.P. Morgan Retirement Plan Services, LLC
J.P. Morgan Securities LLC
JPMorgan Chase Bank, N.A.
Janney Montgomery Scott LLC
John Hancock Trust Company
Kestra Investment Services, LLC
LPL Financial Services
Ladenburg Thalmann Advisor Network LLC
Lincoln Financial Securities Corporation
Lincoln Retirement Services Company LLC/AMG Service Corp.
Linsco/Private Ledger Corp.
Massachusetts Mutual Life Insurance Company
Mercer HR Outsourcing LLC
Merrill Lynch, Pierce, Fenner & Smith Inc.
Mid Atlantic Capital Corporation
Morgan Stanley & Co., Incorporated/Morgan Stanley Smith Barney LLC
MSCS Financial Services Division of Broadridge Business Process Outsourcing, LLC
National Financial Services, LLC
Nationwide Financial Services, Inc.
Newport Retirement Services, Inc.
Northwestern Mutual
NYLife Distributors LLC
Oppenheimer & Co.
Pershing LLC
Principal Life Insurance Company
Prudential Insurance Company of America (The)
Prudential Investment Management Services, LLC/Prudential Investments LLC
Raymond James & Associates/Raymond James Financial Services, Inc.
RBC Capital Markets, LLC
Reliance Trust Company
Retirement Plan Company, LLC (The)
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Robert W. Baird & Co., Inc.
SI Financial Advisors
Southwest Securities, Inc.
Stifel, Nicolaus & Co., Inc.
T. Rowe Price Investment Services, Inc./T. Rowe Price Retirement Plan Services, Inc.
TD Ameritrade, Inc.
TD Ameritrade Trust Company (formerly Fiserv Trust Company/International Clearing Trust Company)
TIAA-CREF Individual & Institutional Services, LLC
Trust Company of America
U.S. Bancorp Investments, Inc.
U.S. Bank N.A.
UBS Financial Services, Inc.
Unified Trust Company, N.A.
VALIC Retirement Services Company (formerly AIG Retirement Services Company)
Vanguard Group, Inc.
Voya Financial (formerly ING)
Wedbush Morgan Securities
Wells Fargo Advisors, LLC
Wells Fargo Bank, N.A.
Wells Fargo Institutional Retirement & Trust
Wilmington Trust Company
Wilmington Trust Retirement and Institutional Services Company (formerly AST Capital Trust Company)
Any additions, modifications or deletions to the list of Intermediaries identified above that have occurred since January 14, 2022 are not reflected in the list.
FINANCIAL STATEMENTS
The audited financial statements for each Fund’s most recent fiscal year appear in each Fund’s Annual Report dated September 30, 2021. Each Fund’s Annual Report is incorporated by reference into this SAI and is available without charge by calling (800) 257-8787.
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APPENDIX A
RATINGS OF INVESTMENTS
S&P Global Ratings—A brief description of the applicable S&P Global Ratings’ (“S&P”) rating symbols and their meanings (as published by S&P) follows:
Issue Credit Ratings
An S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P Global Ratings’ view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
Issue credit ratings can be either long-term or short-term. Short-term issue credit ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term issue credit ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings.
Long-Term Issue Credit Ratings*
Issue credit ratings are based, in varying degrees, on S&P Global Ratings’ analysis of the following considerations:
1. The likelihood of payment—the capacity and willingness of the obligor to meet its financial commitments on an obligation in accordance with the terms of the obligation;
2. The nature and provisions of the financial obligation, and the promise we impute; and
3. The protection afforded by, and relative position of, the financial obligation in the event of a bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
An issue rating is an assessment of default risk but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA |
An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong. |
AA |
An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong. |
A |
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong. |
BBB |
An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. |
BB, B, CCC, CC, and C |
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions. |
A-1
BB |
An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation. |
B |
An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation. |
CCC |
An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation. |
CC |
An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default. |
C |
An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher. |
|
|
D |
An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within the next five business days in the absence of a stated grace period or within the earlier of the stated grace period or the next 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed exchange offer. |
*Ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.
Short-Term Issue Credit Ratings
A-1 A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely strong.
A-2 A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.
A-3 A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.
B A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its financial commitments.
C A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
D A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five
A-2
business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed exchange offer.
Moody’s Investors Service, Inc.—A brief description of the applicable Moody’s Investors Service, Inc. (“Moody’s”) rating symbols and their meanings (as published by Moody’s) follows:
Ratings assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.
Long-Term Obligation Ratings
Aaa Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B Obligations rated B are considered speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Short-Term Obligation Ratings
P-1 Ratings of Prime-1 reflect a superior ability to repay short-term obligations.
P-2 Ratings of Prime-2 reflect a strong ability to repay short-term obligations.
P-3 Ratings of Prime-3 reflect an acceptable ability to repay short- term obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Medium-Term Note Program Ratings
Moody’s assigns provisional ratings to medium-term note (MTN) programs and definitive ratings to the individual debt securities issued from them (referred to as drawdowns or notes).
MTN program ratings are intended to reflect the ratings likely to be assigned to drawdowns issued from the program with the specified priority of claim (e.g. senior or subordinated). To capture the contingent nature of a program rating, Moody’s assigns provisional ratings to MTN programs. A provisional rating is denoted by a (P) in front of the rating. The rating assigned to a drawdown from a rated MTN or bank/deposit note program is definitive in nature, and may differ from the program rating if the drawdown is exposed to additional credit risks besides the issuer’s default, such as links to the defaults of other issuers, or has other structural features that warrant a different rating. In some circumstances, no rating may be assigned to a drawdown.
A-3
Moody’s encourages market participants to contact Moody’s Ratings Desks or visit www.moodys.com directly if they have questions regarding ratings for specific notes issued under a medium-term note program. Unrated notes issued under an MTN program may be assigned an NR (not rated) symbol.
Pledge-Specific Ratings
Pledge-specific ratings are opinions of the ability of a US state, local government, related entity, or nonprofit issuer to honor debt and debt-like obligations based upon specific security payment pledges or structural features.
U.S. Municipal Short-Term Debt and Demand Obligation Ratings
Moody’s uses the global short-term Prime rating scale for commercial paper issued by US municipalities and nonprofits. These commercial paper programs may be backed by external letters of credit or liquidity facilities, or by an issuer’s self-liquidity.
For other short-term municipal obligations, Moody’s uses one of two other short-term rating scales, the Municipal Investment Grade (MIG) and Variable Municipal Investment Grade (VMIG) scales discussed below.
MIG Ratings
Moody’s uses the MIG scale for US municipal cash flow notes, bond anticipation notes and certain other short-term obligations, which typically mature in three years or less. Under certain circumstances, we use the MIG scale for bond anticipation notes with maturities of up to five years.
MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
VMIG Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The components are a long-term rating and a short-term demand obligation rating. The long-term rating addresses the issuer’s ability to meet scheduled principal and interest payments. The short-term demand obligation rating addresses the ability of the issuer or the liquidity provider to make payments associated with the purchase-price-upon-demand feature (“demand feature”) of the VRDO. The short-term demand obligation rating uses the VMIG scale. VMIG ratings with liquidity support use as an input the short-term Counterparty Risk Assessment of the support provider, or the long-term rating of the underlying obligor in the absence of third party liquidity support. Transitions of VMIG ratings of demand obligations with conditional liquidity support differ from transitions on the Prime scale to reflect the risk that external liquidity support will terminate if the issuer’s long-term rating drops below investment grade. Please see Moody’s methodology that discusses demand obligations with conditional liquidity support.
VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections.
VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.
VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections.
SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural and/or legal protections.
Fitch Ratings—A brief description of the applicable Fitch Ratings (“Fitch”) ratings symbols and meanings (as published by Fitch) follows:
A-4
Fitch’s credit ratings relating to issuers are an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings relating to securities and obligations of an issuer can include a recovery expectation. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested. The agency’s credit ratings cover the global spectrum of corporate, sovereign financial, bank, insurance, and public finance entities (including supranational and sub-national entities) and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The terms “investment grade” and “speculative grade” have established themselves over time as shorthand to describe the categories ‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative grade). The terms investment grade and speculative grade are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred.
For the convenience of investors, Fitch may also include issues relating to a rated issuer that are not and have not been rated on its web page. Such issues are also denoted as ‘NR’.
Credit ratings express risk in relative rank order, which is to say they are ordinal measures of credit risk and are not predictive of a specific frequency of default or loss.
Fitch’s credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instrument’s documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligation’s documentation).
International Long-Term Ratings
Issuer Credit Rating Scales
AAA Highest credit quality. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A High credit quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB Good credit quality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
BB Speculative. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments.
B Highly speculative. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC Substantial credit risk. Very low margin for safety. Default is a real possibility.
CC Very high levels of credit risk. Default of some kind appears probable.
A-5
C Near default. A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’ category rating for an issuer include:
· the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
· the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation;
· the formal announcement by the issuer or their agent of a distressed debt exchange; or
· a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent.
RD Restricted default. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced:
· an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation but
· has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and
· has not otherwise ceased operating.
This would include:
· the selective payment default on a specific class or currency of debt;
· the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
· the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations.
D Default. ‘D’ ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or that has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.
International Short-Term Ratings
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.
F1 Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
A-6
F3 Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C High short-term default risk. Default is a real possibility.
RD Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
Notes to Long-Term and Short-Term ratings:
Within rating categories, Fitch may use modifiers. The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ ratings and ratings below the ‘CCC’ category.
Ratings that have been withdrawn will be indicated by the symbol ‘WD’.
Rating Watch: Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change. These are designated as “Positive”, indicating that a rating could stay at its present level or potentially be upgraded, “Negative”, to indicate that the rating could stay at its present level or potentially be downgraded, or “Evolving”, if ratings may be raised, lowered or affirmed. However, ratings can be raised or lowered without being placed on Rating Watch first.
A Rating Watch is typically event-driven and, as such, it is generally resolved over a relatively short period. The event driving the Watch may be either anticipated or have already occurred, but in both cases, the exact rating implications remain undetermined. The Watch period is typically used to gather further information and/or subject the information to further analysis.
A-7
APPENDIX B
B-1
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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T A B L E O F C O N T E N T S
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1. | 8 | |||||
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13 | ||||||
Unilateral Bylaw/Charter Amendments and Problematic Capital Structures |
13 | |||||
14 | ||||||
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15 | ||||||
Management Proposals to Ratify Existing Charter or Bylaw Provisions |
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Director and Officer Indemnification and Liability Protection |
19 | |||||
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Majority of Independent Directors/Establishment of Independent Committees |
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21 |
I S S G O V E R N A N C E . C O M | 2 of 75 |
B-2
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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21 | ||||||
Shareholder Engagement Policy (Shareholder Advisory Committee) |
22 | |||||
2. | 23 | |||||
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23 | ||||||
3. | 25 | |||||
Advance Notice Requirements for Shareholder Proposals/Nominations |
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Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy |
28 | |||||
28 | ||||||
Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs) |
28 | |||||
29 | ||||||
Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions |
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4. | 32 | |||||
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I S S G O V E R N A N C E . C O M | 3 of 75 |
B-3
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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I S S G O V E R N A N C E . C O M | 4 of 75 |
B-4
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53 | ||||||
53 | ||||||
Compensation Consultants—Disclosure of Board or Company’s Utilization |
53 | |||||
Disclosure/Setting Levels or Types of Compensation for Executives and Directors |
53 | |||||
53 | ||||||
Hold Equity Past Retirement or for a Significant Period of Time |
53 | |||||
54 | ||||||
54 | ||||||
54 | ||||||
55 | ||||||
Prohibit Outside CEOs from Serving on Compensation Committees |
55 | |||||
Recoupment of Incentive or Stock Compensation in Specified Circumstances |
55 | |||||
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6. | 58 | |||||
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Reports on Potentially Controversial Business/Financial Practices |
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Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation |
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Gender Identity, Sexual Orientation, and Domestic Partner Benefits |
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65 |
I S S G O V E R N A N C E . C O M | 5 of 75 |
B-5
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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General Environmental Proposals and Community Impact Assessments |
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Environmental, Social, and Governance (ESG) Compensation-Related Proposals |
67 | |||||
Human Rights, Human Capital Management, and International Operations |
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8. | 71 | |||||
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Closed End Funds- Unilateral Opt-In to Control Share Acquisition Statutes |
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Changing a Fundamental Restriction to a Nonfundamental Restriction |
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Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval |
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Terminate the Investment Advisor | 74 |
I S S G O V E R N A N C E . C O M | 6 of 75 |
B-6
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Coverage
The U.S. research team provides proxy analyses and voting recommendations for the common shareholder meetings of U.S. - incorporated companies that are publicly - traded on U.S. exchanges, as well as certain OTC companies, if they are held in our institutional investor clients’ portfolios. Coverage generally includes corporate actions for common equity holders, such as written consents and bankruptcies. ISS’ U.S. coverage includes investment companies (including open-end funds, closed-end funds, exchange-traded funds, and unit investment trusts), limited partnerships (“LPs”), master limited partnerships (“MLPs”), limited liability companies (“LLCs”), and business development companies. ISS reviews its universe of coverage on an annual basis, and the coverage is subject to change based on client need and industry trends.
Foreign-incorporated companies
In addition to U.S.- incorporated, U.S.- listed companies, ISS’ U.S. policies are applied to certain foreign-incorporated company analyses. Like the SEC, ISS distinguishes two types of companies that list but are not incorporated in the U.S.:
◾ |
U.S. Domestic Issuers – which have a majority of outstanding shares held in the U.S. and meet other criteria, as determined by the SEC, and are subject to the same disclosure and listing standards as U.S. incorporated companies (e.g. they are required to file DEF14A proxy statements) – are generally covered under standard U.S. policy guidelines. |
◾ |
Foreign Private Issuers (FPIs) – which are allowed to take exemptions from most disclosure requirements (e.g., they are allowed to file 6-K for their proxy materials) and U.S. listing standards – are generally covered under a combination of policy guidelines: |
◾ |
FPI Guidelines (see the Americas Regional Proxy Voting Guidelines), may apply to companies incorporated in governance havens, and apply certain minimum independence and disclosure standards in the evaluation of key proxy ballot items, such as the election of directors; and/or |
◾ |
Guidelines for the market that is responsible for, or most relevant to, the item on the ballot. |
U.S. incorporated companies listed only on non-U.S. exchanges are generally covered under the ISS guidelines for the market on which they are traded.
An FPI is generally covered under ISS’ approach to FPIs outlined above, even if such FPI voluntarily files a proxy statement and/or other filing normally required of a U.S. Domestic Issuer, so long as the company retains its FPI status.
In all cases – including with respect to other companies with cross-market features that may lead to ballot items related to multiple markets – items that are on the ballot solely due to the requirements of another market (listing, incorporation, or national code) may be evaluated under the policy of the relevant market, regardless of the “assigned” primary market coverage.
I S S G O V E R N A N C E . C O M | 7 of 75 |
B-7
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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1. Board of Directors
Voting on Director Nominees in Uncontested Elections
Four fundamental principles apply when determining votes on director nominees:
Independence: Boards should be sufficiently independent from management (and significant shareholders) to ensure that they are able and motivated to effectively supervise management’s performance for the benefit of all shareholders, including in setting and monitoring the execution of corporate strategy, with appropriate use of shareholder capital, and in setting and monitoring executive compensation programs that support that strategy. The chair of the board should ideally be an independent director, and all boards should have an independent leadership position or a similar role in order to help provide appropriate counterbalance to executive management, as well as having sufficiently independent committees that focus on key governance concerns such as audit, compensation, and nomination of directors.
Composition: Companies should ensure that directors add value to the board through their specific skills and expertise and by having sufficient time and commitment to serve effectively. Boards should be of a size appropriate to accommodate diversity, expertise, and independence, while ensuring active and collaborative participation by all members. Boards should be sufficiently diverse to ensure consideration of a wide range of perspectives.
Responsiveness: Directors should respond to investor input, such as that expressed through significant opposition to management proposals, significant support for shareholder proposals (whether binding or non-binding), and tender offers where a majority of shares are tendered.
Accountability: Boards should be sufficiently accountable to shareholders, including through transparency of the company’s governance practices and regular board elections, by the provision of sufficient information for shareholders to be able to assess directors and board composition, and through the ability of shareholders to remove directors.
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General Recommendation: Generally vote for director nominees, except under the following circumstances (with new nominees1 considered on case-by-case basis): |
Independence
Vote against2 or withhold from non-independent directors (Executive Directors and Non-Independent Non-Executive Directors per ISS’ Classification of Directors) when:
◾ |
Independent directors comprise 50 percent or less of the board; |
◾ |
The non-independent director serves on the audit, compensation, or nominating committee; |
◾ |
The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; or |
◾ |
The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee. |
1 A “new nominee” is a director who is being presented for election by shareholders for the first time. Recommendations on new nominees who have served for less than one year are made on a case-by-case basis depending on the timing of their appointment and the problematic governance issue in question.
2 In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.
I S S G O V E R N A N C E . C O M | 8 of 75 |
B-8
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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ISS Classification of Directors – U.S.
1. |
Executive Director |
1.1. |
Current officer1 of the company or one of its affiliates2. |
2. |
Non-Independent Non-Executive Director |
Board Identification |
|
2.1. |
Director identified as not independent by the board. |
Controlling/Significant Shareholder |
|
2.2. |
Beneficial owner of more than 50 percent of the company’s voting power (this may be aggregated if voting power is distributed among more than one member of a group). |
Current Employment at Company or Related Company |
|
2.3. |
Non-officer employee of the firm (including employee representatives). |
2.4. |
Officer1, former officer, or general or limited partner of a joint venture or partnership with the company. |
Former Employment |
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2.5. |
Former CEO of the company. 3, 4 |
2.6. |
Former non-CEO officer1 of the company or an affiliate2 within the past five years. |
2.7. |
Former officer1 of an acquired company within the past five years.4 |
2.8. |
Officer1 of a former parent or predecessor firm at the time the company was sold or split off within the past five years. |
2.9. |
Former interim officer if the service was longer than 18 months. If the service was between 12 and 18 months an assessment of the interim officer’s employment agreement will be made.5 |
Family Members |
|
2.10. |
Immediate family member6 of a current or former officer1 of the company or its affiliates2 within the last five years. |
2.11. |
Immediate family member6 of a current employee of company or its affiliates2 where additional factors raise concern (which may include, but are not limited to, the following: a director related to numerous employees; the company or its affiliates employ relatives of numerous board members; or a non-Section 16 officer in a key strategic role). |
Professional, Transactional, and Charitable Relationships |
|
2.12. |
Director who (or whose immediate family member6) currently provides professional services7 in excess of $10,000 per year to: the company, an affiliate2, or an individual officer of the company or an affiliate; or who is (or whose immediate family member6 is) a partner, employee, or controlling shareholder of an organization which provides the services. |
2.13. |
Director who (or whose immediate family member6) currently has any material transactional relationship8 with the company or its affiliates2; or who is (or whose immediate family member6 is) a partner in, or a controlling shareholder or an executive officer of, an organization which has the material transactional relationship8 (excluding investments in the company through a private placement). |
2.14. |
Director who (or whose immediate family member6) is a trustee, director, or employee of a charitable or non-profit organization that receives material grants or endowments8 from the company or its affiliates2. |
Other Relationships |
|
2.15. |
Party to a voting agreement9 to vote in line with management on proposals being brought to shareholder vote. |
2.16. |
Has (or an immediate family member6 has) an interlocking relationship as defined by the SEC involving members of the board of directors or its Compensation Committee.10 |
2.17. |
Founder11 of the company but not currently an employee. |
2.18. |
Director with pay comparable to Named Executive Officers. |
2.19. |
Any material12 relationship with the company. |
3. |
Independent Director |
3.1. |
No material12 connection to the company other than a board seat. |
I S S G O V E R N A N C E . C O M | 9 of 75 |
B-9
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Footnotes:
1. The definition of officer will generally follow that of a “Section 16 officer” (officers subject to Section 16 of the Securities and Exchange Act of 1934) and includes the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit, division, or policy function). Current interim officers are included in this category. For private companies, the equivalent positions are applicable. A non-employee director serving as an officer due to statutory requirements (e.g. corporate secretary) will generally be classified as a Non-Independent Non-Executive Director under “Any material relationship with the company.” However, if the company provides explicit disclosure that the director is not receiving additional compensation exceeding $10,000 per year for serving in that capacity, then the director will be classified as an Independent Director.
2. “Affiliate” includes a subsidiary, sibling company, or parent company. ISS uses 50 percent control ownership by the parent company as the standard for applying its affiliate designation. The manager/advisor of an externally managed issuer (EMI) is considered an affiliate.
3. Includes any former CEO of the company prior to the company’s initial public offering (IPO).
4. When there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, ISS will generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable listing standards determination of such director’s independence; any operating ties to the firm; and the existence of any other conflicting relationships or related party transactions.
5. ISS will look at the terms of the interim officer’s employment contract to determine if it contains severance pay, long-term health and pension benefits, or other such standard provisions typically contained in contracts of permanent, non-temporary CEOs. ISS will also consider if a formal search process was under way for a full-time officer at the time.
6. “Immediate family member” follows the SEC’s definition of such and covers spouses, parents, children, step-parents, stepchildren, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.
7. Professional services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional services generally include but are not limited to the following: investment banking/financial advisory services, commercial banking (beyond deposit services), investment services, insurance services, accounting/audit services, consulting services, marketing services, legal services, property management services, realtor services, lobbying services, executive search services, and IT consulting services. The following would generally be considered transactional relationships and not professional services: deposit services, IT tech support services, educational services, and construction services. The case of participation in a banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated materiality test) rather than a professional relationship. “Of Counsel” relationships are only considered immaterial if the individual does not receive any form of compensation (in excess of $10,000 per year) from, or is a retired partner of, the firm providing the professional service. The case of a company providing a professional service to one of its directors or to an entity with which one of its directors is affiliated, will be considered a transactional rather than a professional relationship. Insurance services and marketing services are assumed to be professional services unless the company explains why such services are not advisory.
8. A material transactional relationship, including grants to non-profit organizations, exists if the company makes annual payments to, or receives annual payments from, another entity, exceeding the greater of: $200,000 or 5 percent of the recipient’s gross revenues, for a company that follows NASDAQ listing standards; or the greater of $1,000,000 or 2 percent of the recipient’s gross revenues, for a company that follows NYSE listing standards. For a company that follows neither of the preceding standards, ISS will apply the NASDAQ-based materiality test. (The recipient is the party receiving the financial proceeds from the transaction).
9. Dissident directors who are parties to a voting agreement pursuant to a settlement or similar arrangement may be classified as Independent Directors if an analysis of the following factors indicates that the voting agreement does not compromise their alignment with all shareholders’ interests: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships or related party transactions.
10. Interlocks include: executive officers serving as directors on each other’s compensation or similar committees (or, in the absence of such a committee, on the board); or executive officers sitting on each other’s boards and at least one serves on the other’s compensation or similar committees (or, in the absence of such a committee, on the board).
I S S G O V E R N A N C E . C O M | 10 of 75 |
B-10
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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11. The operating involvement of the founder with the company will be considered; if the founder was never employed by the company, ISS may deem him or her an Independent Director.
12. For purposes of ISS’s director independence classification, “material” will be defined as a standard of relationship (financial, personal, or otherwise) that a reasonable person might conclude could potentially influence one’s objectivity in the boardroom in a manner that would have a meaningful impact on an individual’s ability to satisfy requisite fiduciary standards on behalf of shareholders.
Composition
Attendance at Board and Committee Meetings: Generally vote against or withhold from directors (except nominees who served only part of the fiscal year3) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:
◾ |
Medical issues/illness; |
◾ |
Family emergencies; and |
◾ |
Missing only one meeting (when the total of all meetings is three or fewer). |
In cases of chronic poor attendance without reasonable justification, in addition to voting against the director(s) with poor attendance, generally vote against or withhold from appropriate members of the nominating/governance committees or the full board.
If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question.
Overboarded Directors: Generally vote against or withhold from individual directors who:
◾ |
Sit on more than five public company boards; or |
◾ |
Are CEOs of public companies who sit on the boards of more than two public companies besides their own—withhold only at their outside boards4. |
Gender Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) at companies where there are no women on the company’s board. An exception will be made if there was a woman on the board at the preceding annual meeting and the board makes a firm commitment to return to a gender-diverse status within a year.
3 Nominees who served for only part of the fiscal year are generally exempted from the attendance policy.
4 Although all of a CEO’s subsidiary boards with publicly-traded common stock will be counted as separate boards, ISS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships.
I S S G O V E R N A N C E . C O M | 11 of 75 |
B-11
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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This policy will also apply for companies not in the Russell 3000 and S&P1500 indices, effective for meetings on or after Feb. 1, 2023.
Racial and/or Ethnic Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members5. An exception will be made if there was racial and/or ethnic diversity on the board at the preceding annual meeting and the board makes a firm commitment to appoint at least one racial and/or ethnic diverse member within a year.
Responsiveness
Vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:
◾ |
The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year or failed to act on a management proposal seeking to ratify an existing charter/bylaw provision that received opposition of a majority of the shares cast in the previous year. Factors that will be considered are: |
◾ |
Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
◾ |
Rationale provided in the proxy statement for the level of implementation; |
◾ |
The subject matter of the proposal; |
◾ |
The level of support for and opposition to the resolution in past meetings; |
◾ |
Actions taken by the board in response to the majority vote and its engagement with shareholders; |
◾ |
The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
◾ |
Other factors as appropriate. |
◾ |
The board failed to act on takeover offers where the majority of shares are tendered; |
◾ |
At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote. |
Vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and the Say on Pay proposal if:
◾ |
The company’s previous say-on-pay received the support of less than 70 percent of votes cast. Factors that will be considered are: |
◾ |
The company’s response, including: |
◾ |
Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated); |
◾ |
Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
◾ |
Disclosure of specific and meaningful actions taken to address shareholders’ concerns; |
◾ |
Other recent compensation actions taken by the company; |
◾ |
Whether the issues raised are recurring or isolated; |
◾ |
The company’s ownership structure; and |
◾ |
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
5 Aggregate diversity statistics provided by the board will only be considered if specific to racial and/or ethnic diversity.
I S S G O V E R N A N C E . C O M | 12 of 75 |
B-12
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast. |
Accountability
Problematic Takeover Defenses/Governance Structure
Poison Pills: Vote against or withhold from all nominees (except new nominees1, who should be considered case-by-case) if:
◾ |
The company has a poison pill that was not approved by shareholders6. However, vote case-by-case on nominees if the board adopts an initial pill with a term of one year or less, depending on the disclosed rationale for the adoption, and other factors as relevant (such as a commitment to put any renewal to a shareholder vote); |
◾ |
The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval; or |
◾ |
The pill, whether short-term7 or long-term, has a deadhand or slowhand feature. |
Classified Board Structure: The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable.
Removal of Shareholder Discretion on Classified Boards: The company has opted into, or failed to opt out of, state laws requiring a classified board structure.
Director Performance Evaluation: The board lacks mechanisms to promote accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one-, three-, and five-year total shareholder returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s operational metrics and other factors as warranted. Problematic provisions include but are not limited to:
◾ |
A classified board structure; |
◾ |
A supermajority vote requirement; |
◾ |
Either a plurality vote standard in uncontested director elections, or a majority vote standard in contested elections; |
◾ |
The inability of shareholders to call special meetings; |
◾ |
The inability of shareholders to act by written consent; |
◾ |
A multi-class capital structure; and/or |
◾ |
A non-shareholder-approved poison pill. |
Unilateral Bylaw/Charter Amendments and Problematic Capital Structures: Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if the board amends the company’s bylaws or charter without shareholder approval in a manner that materially diminishes shareholders’ rights or that could adversely impact shareholders, considering the following factors:
◾ |
The board’s rationale for adopting the bylaw/charter amendment without shareholder ratification; |
◾ |
Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
6 Public shareholders only, approval prior to a company’s becoming public is insufficient.
7 If the short-term pill with a deadhand or slowhand feature is enacted but expires before the next shareholder vote, ISS will generally still recommend withhold/against nominees at the next shareholder meeting following its adoption.
I S S G O V E R N A N C E . C O M | 13 of 75 |
B-13
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
The level of impairment of shareholders’ rights caused by the board’s unilateral amendment to the bylaws/charter; |
◾ |
The board’s track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
◾ |
The company’s ownership structure; |
◾ |
The company’s existing governance provisions; |
◾ |
The timing of the board’s amendment to the bylaws/charter in connection with a significant business development; and |
◾ |
Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees. Generally vote against (except new nominees1, who should be considered case-by-case) if the directors:
◾ |
Classified the board; |
◾ |
Adopted supermajority vote requirements to amend the bylaws or charter; or |
◾ |
Eliminated shareholders’ ability to amend bylaws. |
Unequal Voting Rights
Problematic Capital Structure—Newly Public Companies: For 2022, for newly public companies8, generally vote against or withhold from the entire board (except new nominees1, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board implemented a multi-class capital structure in which the classes have unequal voting rights without subjecting the multi-class capital structure to a reasonable time-based sunset. In assessing the reasonableness of a time-based sunset provision, consideration will be given to the company’s lifespan, its post-IPO ownership structure and the board’s disclosed rationale for the sunset period selected. No sunset period of more than seven years from the date of the IPO will be considered to be reasonable.
Continue to vote against or withhold from incumbent directors in subsequent years, unless the problematic capital structure is reversed, removed, or subject to a newly added reasonable sunset.
Common Stock Capital Structure with Unequal Voting Rights: Starting Feb 1, 2023, generally vote withhold or against directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case), if the company employs a common stock structure with unequal voting rights9.
Exceptions to this policy will generally be limited to:
◾ |
Newly-public companies8 with a sunset provision of no more than seven years from the date of going public; |
◾ |
Limited Partnerships and the Operating Partnership (OP) unit structure of REITs; |
◾ |
Situations where the unequal voting rights are considered de minimis; or |
◾ |
The company provides sufficient protections for minority shareholders, such as allowing minority shareholders a regular binding vote on whether the capital structure should be maintained. |
8 Newly-public companies generally include companies that emerge from bankruptcy, SPAC transactions, spin-offs, direct listings, and those who complete a traditional initial public offering.
9 This generally includes classes of common stock that have additional votes per share than other shares; classes of shares that are not entitled to vote on all the same ballot items or nominees; or stock with time-phased voting rights (“loyalty shares”).
I S S G O V E R N A N C E . C O M | 14 of 75 |
B-14
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Problematic Governance Structure—Newly Public Companies: For newly public companies8, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board adopted the following bylaw or charter provisions that are considered to be materially adverse to shareholder rights:
◾ |
Supermajority vote requirements to amend the bylaws or charter; |
◾ |
A classified board structure; or |
◾ |
Other egregious provisions. |
A reasonable sunset provision will be considered a mitigating factor.
Unless the adverse provision is reversed or removed, vote case-by-case on director nominees in subsequent years.
Management Proposals to Ratify Existing Charter or Bylaw Provisions: Vote against/withhold from individual directors, members of the governance committee, or the full board, where boards ask shareholders to ratify existing charter or bylaw provisions considering the following factors:
◾ |
The presence of a shareholder proposal addressing the same issue on the same ballot; |
◾ |
The board’s rationale for seeking ratification; |
◾ |
Disclosure of actions to be taken by the board should the ratification proposal fail; |
◾ |
Disclosure of shareholder engagement regarding the board’s ratification request; |
◾ |
The level of impairment to shareholders’ rights caused by the existing provision; |
◾ |
The history of management and shareholder proposals on the provision at the company’s past meetings; |
◾ |
Whether the current provision was adopted in response to the shareholder proposal; |
◾ |
The company’s ownership structure; and |
◾ |
Previous use of ratification proposals to exclude shareholder proposals. |
Restrictions on Shareholders’ Rights
Restricting Binding Shareholder Proposals: Generally vote against or withhold from the members of the governance committee if:
◾ |
The company’s governing documents impose undue restrictions on shareholders’ ability to amend the bylaws. Such restrictions include but are not limited to: outright prohibition on the submission of binding shareholder proposals or share ownership requirements, subject matter restrictions, or time holding requirements in excess of SEC Rule 14a-8. Vote against or withhold on an ongoing basis. |
Submission of management proposals to approve or ratify requirements in excess of SEC Rule 14a-8 for the submission of binding bylaw amendments will generally be viewed as an insufficient restoration of shareholders’ rights. Generally continue to vote against or withhold on an ongoing basis until shareholders are provided with an unfettered ability to amend the bylaws or a proposal providing for such unfettered right is submitted for shareholder approval.
Problematic Audit-Related Practices
Generally vote against or withhold from the members of the Audit Committee if:
◾ |
The non-audit fees paid to the auditor are excessive; |
◾ |
The company receives an adverse opinion on the company’s financial statements from its auditor; or |
◾ |
There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm. |
I S S G O V E R N A N C E . C O M | 15 of 75 |
B-15
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Vote case-by-case on members of the Audit Committee and potentially the full board if:
◾ |
Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted. |
Problematic Compensation Practices
In the absence of an Advisory Vote on Executive Compensation (Say on Pay) ballot item or in egregious situations, vote against or withhold from the members of the Compensation Committee and potentially the full board if:
◾ |
There is an unmitigated misalignment between CEO pay and company performance (pay for performance); |
◾ |
The company maintains significant problematic pay practices; or |
◾ |
The board exhibits a significant level of poor communication and responsiveness to shareholders. |
Generally vote against or withhold from the Compensation Committee chair, other committee members, or potentially the full board if:
◾ |
The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of say on pay; or |
◾ |
The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions. |
Generally vote against members of the board committee responsible for approving/setting non-employee director compensation if there is a pattern (i.e. two or more years) of awarding excessive non-employee director compensation without disclosing a compelling rationale or other mitigating factors.
Problematic Pledging of Company Stock:
Vote against the members of the committee that oversees risks related to pledging, or the full board, where a significant level of pledged company sto1ck by executives or directors raises concerns. The following factors will be considered:
◾ |
The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging activity; |
◾ |
The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, and trading volume; |
◾ |
Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over time; |
◾ |
Disclosure in the proxy statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and |
◾ |
Any other relevant factors. |
Climate Accountability
For companies that are significant greenhouse gas (GHG) emitters, through their operations or value chain10, generally vote against or withhold from the incumbent chair of the responsible committee (or other directors on a case-by-case basis) in cases where ISS determines that the company is not taking the minimum steps needed to understand, assess, and mitigate risks related to climate change to the company and the larger economy.
10 For 2022, companies defined as “significant GHG emitters” will be those on the current Climate Action 100+ Focus Group list.
I S S G O V E R N A N C E . C O M | 16 of 75 |
B-16
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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For 2022, minimum steps to understand and mitigate those risks are considered to be the following. Both minimum criteria will be required to be in compliance:
◾ |
Detailed disclosure of climate-related risks, such as according to the framework established by the Task Force on Climate-related Financial Disclosures (TCFD), including: |
◾ |
Board governance measures; |
◾ |
Corporate strategy; |
◾ |
Risk management analyses; and |
◾ |
Metrics and targets. |
◾ |
Appropriate GHG emissions reduction targets. |
For 2022, “appropriate GHG emissions reductions targets” will be any well-defined GHG reduction targets. Targets for Scope 3 emissions will not be required for 2022 but the targets should cover at least a significant portion of the company’s direct emissions. Expectations about what constitutes “minimum steps to mitigate risks related to climate change” will increase over time.
Governance Failures
Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to:
◾ |
Material failures of governance, stewardship, risk oversight11, or fiduciary responsibilities at the company; |
◾ |
Failure to replace management as appropriate; or |
◾ |
Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. |
Voting on Director Nominees in Contested Elections
Vote-No Campaigns
|
General Recommendation: In cases where companies are targeted in connection with public “vote-no” campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. Take into consideration the arguments submitted by shareholders and other publicly available information. |
Proxy Contests/Proxy Access
|
General Recommendation: Vote case-by-case on the election of directors in contested elections, considering the following factors: |
◾ |
Long-term financial performance of the company relative to its industry; |
◾ |
Management’s track record; |
◾ |
Background to the contested election; |
◾ |
Nominee qualifications and any compensatory arrangements; |
◾ |
Strategic plan of dissident slate and quality of the critique against management; |
◾ |
Likelihood that the proposed goals and objectives can be achieved (both slates); and |
11 Examples of failure of risk oversight include but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; demonstrably poor risk oversight of environmental and social issues, including climate change; significant adverse legal judgments or settlement; or hedging of company stock.
I S S G O V E R N A N C E . C O M | 17 of 75 |
B-17
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Stock ownership positions. |
In the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether there are more candidates than board seats).
Other Board-Related Proposals
Adopt Anti-Hedging/Pledging/Speculative Investments Policy
|
General Recommendation: Generally vote for proposals seeking a policy that prohibits named executive officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin account, or pledging stock as collateral for a loan. However, the company’s existing policies regarding responsible use of company stock will be considered. |
Board Refreshment
Board refreshment is best implemented through an ongoing program of individual director evaluations, conducted annually, to ensure the evolving needs of the board are met and to bring in fresh perspectives, skills, and diversity as needed.
Term/Tenure Limits
|
General Recommendation: Vote case-by-case on management proposals regarding director term/tenure limits, considering: |
◾ |
The rationale provided for adoption of the term/tenure limit; |
◾ |
The robustness of the company’s board evaluation process; |
◾ |
Whether the limit is of sufficient length to allow for a broad range of director tenures; |
◾ |
Whether the limit would disadvantage independent directors compared to non-independent directors; and |
◾ |
Whether the board will impose the limit evenly, and not have the ability to waive it in a discriminatory manner. |
Vote case-by-case on shareholder proposals asking for the company to adopt director term/tenure limits, considering:
◾ |
The scope of the shareholder proposal; and |
◾ |
Evidence of problematic issues at the company combined with, or exacerbated by, a lack of board refreshment. |
Age Limits
|
General Recommendation: Generally vote against management and shareholder proposals to limit the tenure of independent directors through mandatory retirement ages. Vote for proposals to remove mandatory age limits. |
Board Size
|
General Recommendation: Vote for proposals seeking to fix the board size or designate a range for the board size. |
Vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
I S S G O V E R N A N C E . C O M | 18 of 75 |
B-18
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Classification/Declassification of the Board
|
General Recommendation: Vote against proposals to classify (stagger) the board. |
Vote for proposals to repeal classified boards and to elect all directors annually.
CEO Succession Planning
|
General Recommendation: Generally vote for proposals seeking disclosure on a CEO succession planning policy, considering, at a minimum, the following factors: |
◾ |
The reasonableness/scope of the request; and |
◾ |
The company’s existing disclosure on its current CEO succession planning process. |
Cumulative Voting
|
General Recommendation: Generally vote against management proposals to eliminate cumulate voting, and for shareholder proposals to restore or provide for cumulative voting, unless: |
◾ |
The company has proxy access12, thereby allowing shareholders to nominate directors to the company’s ballot; and |
◾ |
The company has adopted a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections. |
Vote for proposals for cumulative voting at controlled companies (insider voting power > 50%).
Director and Officer Indemnification and Liability Protection
|
General Recommendation: Vote case-by-case on proposals on director and officer indemnification and liability protection. |
Vote against proposals that would:
◾ |
Eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care. |
◾ |
Expand coverage beyond just legal expenses to liability for acts that are more serious violations of fiduciary obligation than mere carelessness. |
◾ |
Expand the scope of indemnification to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide indemnification for, at the discretion of the company’s board (i.e., “permissive indemnification”), but that previously the company was not required to indemnify. |
Vote for only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if both of the following apply:
◾ |
If the director was found to have acted in good faith and in a manner that s/he reasonably believed was in the best interests of the company; and |
◾ |
If only the director’s legal expenses would be covered. |
12 A proxy access right that meets the recommended guidelines.
I S S G O V E R N A N C E . C O M | 19 of 75 |
B-19
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
Establish/Amend Nominee Qualifications
|
General Recommendation: Vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on the reasonableness of the criteria and the degree to which they may preclude dissident nominees from joining the board. |
Vote case-by-case on shareholder resolutions seeking a director nominee who possesses a particular subject matter expertise, considering:
◾ |
The company’s board committee structure, existing subject matter expertise, and board nomination provisions relative to that of its peers; |
◾ |
The company’s existing board and management oversight mechanisms regarding the issue for which board oversight is sought; |
◾ |
The company’s disclosure and performance relating to the issue for which board oversight is sought and any significant related controversies; and |
◾ |
The scope and structure of the proposal. |
Establish Other Board Committee Proposals
|
General Recommendation: Generally vote against shareholder proposals to establish a new board committee, as such proposals seek a specific oversight mechanism/structure that potentially limits a company’s flexibility to determine an appropriate oversight mechanism for itself. However, the following factors will be considered: |
◾ |
Existing oversight mechanisms (including current committee structure) regarding the issue for which board oversight is sought; |
◾ |
Level of disclosure regarding the issue for which board oversight is sought; |
◾ |
Company performance related to the issue for which board oversight is sought; |
◾ |
Board committee structure compared to that of other companies in its industry sector; and |
◾ |
The scope and structure of the proposal. |
Filling Vacancies/Removal of Directors
|
General Recommendation: Vote against proposals that provide that directors may be removed only for cause. |
Vote for proposals to restore shareholders’ ability to remove directors with or without cause.
Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies. Vote for proposals that permit shareholders to elect directors to fill board vacancies.
Independent Board Chair
|
General Recommendation: Generally vote for shareholder proposals requiring that the board chair position be filled by an independent director, taking into consideration the following: |
◾ |
The scope and rationale of the proposal; |
◾ |
The company’s current board leadership structure; |
◾ |
The company’s governance structure and practices; |
◾ |
Company performance; and |
◾ |
Any other relevant factors that may be applicable. |
The following factors will increase the likelihood of a “for” recommendation:
◾ |
A majority non-independent board and/or the presence of non-independent directors on key board committees; |
I S S G O V E R N A N C E . C O M | 20 of 75 |
B-20
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
A weak or poorly-defined lead independent director role that fails to serve as an appropriate counterbalance to a combined CEO/chair role; |
◾ |
The presence of an executive or non-independent chair in addition to the CEO, a recent recombination of the role of CEO and chair, and/or departure from a structure with an independent chair; |
◾ |
Evidence that the board has failed to oversee and address material risks facing the company; |
◾ |
A material governance failure, particularly if the board has failed to adequately respond to shareholder concerns or if the board has materially diminished shareholder rights; or |
◾ |
Evidence that the board has failed to intervene when management’s interests are contrary to shareholders’ interests. |
Majority of Independent Directors/Establishment of Independent Committees
|
General Recommendation: Vote for shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by ISS’ definition of Independent Director (See ISS’ Classification of Directors.) |
Vote for shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors unless they currently meet that standard.
Majority Vote Standard for the Election of Directors
|
General Recommendation: Generally vote for management proposals to adopt a majority of votes cast standard for directors in uncontested elections. Vote against if no carve-out for a plurality vote standard in contested elections is included. |
Generally vote for precatory and binding shareholder resolutions requesting that the board change the company’s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats.
Companies are strongly encouraged to also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.
Proxy Access
|
General Recommendation: Generally vote for management and shareholder proposals for proxy access with the following provisions: |
◾ |
Ownership threshold: maximum requirement not more than three percent (3%) of the voting power; |
◾ |
Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group; |
◾ |
Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group; |
◾ |
Cap: cap on nominees of generally twenty-five percent (25%) of the board. |
Review for reasonableness any other restrictions on the right of proxy access.
Generally vote against proposals that are more restrictive than these guidelines.
Require More Nominees than Open Seats
|
General Recommendation: Vote against shareholder proposals that would require a company to nominate more candidates than the number of open board seats. |
I S S G O V E R N A N C E . C O M | 21 of 75 |
B-21
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
Shareholder Engagement Policy (Shareholder Advisory Committee)
|
General Recommendation: Generally vote for shareholder proposals requesting that the board establish an internal mechanism/process, which may include a committee, in order to improve communications between directors and shareholders, unless the company has the following features, as appropriate: |
◾ |
Established a communication structure that goes beyond the exchange requirements to facilitate the exchange of information between shareholders and members of the board; |
◾ |
Effectively disclosed information with respect to this structure to its shareholders; |
◾ |
Company has not ignored majority-supported shareholder proposals, or a majority withhold vote on a director nominee; and |
◾ |
The company has an independent chair or a lead director, according to ISS’ definition. This individual must be made available for periodic consultation and direct communication with major shareholders. |
I S S G O V E R N A N C E . C O M | 22 of 75 |
B-22
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
2. Audit-Related
Auditor Indemnification and Limitation of Liability
|
General Recommendation: Vote case-by-case on the issue of auditor indemnification and limitation of liability. Factors to be assessed include, but are not limited to: |
◾ |
The terms of the auditor agreement—the degree to which these agreements impact shareholders’ rights; |
◾ |
The motivation and rationale for establishing the agreements; |
◾ |
The quality of the company’s disclosure; and |
◾ |
The company’s historical practices in the audit area. |
Vote against or withhold from members of an audit committee in situations where there is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.
Auditor Ratification
|
General Recommendation: Vote for proposals to ratify auditors unless any of the following apply: |
◾ |
An auditor has a financial interest in or association with the company, and is therefore not independent; |
◾ |
There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position; |
◾ |
Poor accounting practices are identified that rise to a serious level of concern, such as fraud or misapplication of GAAP; or |
◾ |
Fees for non-audit services (“Other” fees) are excessive. |
Non-audit fees are excessive if:
◾ |
Non-audit (“other”) fees > audit fees + audit-related fees + tax compliance/preparation fees |
Tax compliance and preparation include the preparation of original and amended tax returns and refund claims, and tax payment planning. All other services in the tax category, such as tax advice, planning, or consulting, should be added to “Other” fees. If the breakout of tax fees cannot be determined, add all tax fees to “Other” fees.
In circumstances where “Other” fees include fees related to significant one-time capital structure events (such as initial public offerings, bankruptcy emergence, and spin-offs) and the company makes public disclosure of the amount and nature of those fees that are an exception to the standard “non-audit fee” category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
Shareholder Proposals Limiting Non-Audit Services
|
General Recommendation: Vote case-by-case on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services. |
Shareholder Proposals on Audit Firm Rotation
|
General Recommendation: Vote case-by-case on shareholder proposals asking for audit firm rotation, taking into account: |
◾ |
The tenure of the audit firm; |
I S S G O V E R N A N C E . C O M | 23 of 75 |
B-23
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
The length of rotation specified in the proposal; |
◾ |
Any significant audit-related issues at the company; |
◾ |
The number of Audit Committee meetings held each year; |
◾ |
The number of financial experts serving on the committee; and |
◾ |
Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality and competitive price. |
I S S G O V E R N A N C E . C O M | 24 of 75 |
B-24
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
3. Shareholder Rights & Defenses
Advance Notice Requirements for Shareholder Proposals/Nominations
|
General Recommendation: Vote case-by-case on advance notice proposals, giving support to those proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory, and shareholder review. |
To be reasonable, the company’s deadline for shareholder notice of a proposal/nominations must be no earlier than 120 days prior to the anniversary of the previous year’s meeting and have a submittal window of no shorter than 30 days from the beginning of the notice period (also known as a 90-120-day window). The submittal window is the period under which shareholders must file their proposals/nominations prior to the deadline.
In general, support additional efforts by companies to ensure full disclosure in regard to a proponent’s economic and voting position in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information to review such proposals.
Amend Bylaws without Shareholder Consent
|
General Recommendation: Vote against proposals giving the board exclusive authority to amend the bylaws. |
Vote case-by-case on proposals giving the board the ability to amend the bylaws in addition to shareholders, taking into account the following:
◾ |
Any impediments to shareholders’ ability to amend the bylaws (i.e. supermajority voting requirements); |
◾ |
The company’s ownership structure and historical voting turnout; |
◾ |
Whether the board could amend bylaws adopted by shareholders; and |
◾ |
Whether shareholders would retain the ability to ratify any board-initiated amendments. |
Control Share Acquisition Provisions
|
General Recommendation: Vote for proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders. |
Vote against proposals to amend the charter to include control share acquisition provisions.
Vote for proposals to restore voting rights to the control shares.
Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. Voting rights for those shares exceeding ownership limits may only be restored by approval of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement if the bidder continues buying up a large block of shares.
Control Share Cash-Out Provisions
|
General Recommendation: Vote for proposals to opt out of control share cash-out statutes. |
Control share cash-out statutes give dissident shareholders the right to “cash-out” of their position in a company at the expense of the shareholder who has taken a control position. In other words, when an investor crosses a
I S S G O V E R N A N C E . C O M | 25 of 75 |
B-25
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
preset threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.
Disgorgement Provisions
|
General Recommendation: Vote for proposals to opt out of state disgorgement provisions. |
Disgorgement provisions require an acquirer or potential acquirer of more than a certain percentage of a company’s stock to disgorge, or pay back, to the company any profits realized from the sale of that company’s stock purchased 24 months before achieving control status. All sales of company stock by the acquirer occurring within a certain period of time (between 18 months and 24 months) prior to the investor’s gaining control status are subject to these recapture-of-profits provisions.
Fair Price Provisions
|
General Recommendation: Vote case-by-case on proposals to adopt fair price provisions (provisions that stipulate that an acquirer must pay the same price to acquire all shares as it paid to acquire the control shares), evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price. |
Generally vote against fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Freeze-Out Provisions
|
General Recommendation: Vote for proposals to opt out of state freeze-out provisions. Freeze-out provisions force an investor who surpasses a certain ownership threshold in a company to wait a specified period of time before gaining control of the company. |
Greenmail
|
General Recommendation: Vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments. |
Vote case-by-case on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
Greenmail payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since only the hostile party receives payment, usually at a substantial premium over the market value of its shares, the practice discriminates against all other shareholders.
Shareholder Litigation Rights
Federal Forum Selection Provisions
Federal forum selection provisions require that U.S. federal courts be the sole forum for shareholders to litigate claims arising under federal securities law.
|
General Recommendation: Generally vote for federal forum selection provisions in the charter or bylaws that specify “the district courts of the United States” as the exclusive forum for federal securities law matters, in the absence of serious concerns about corporate governance or board responsiveness to shareholders. |
Vote against provisions that restrict the forum to a particular federal district court; unilateral adoption (without a shareholder vote) of such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.
I S S G O V E R N A N C E . C O M | 26 of 75 |
B-26
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
Exclusive Forum Provisions for State Law Matters
Exclusive forum provisions in the charter or bylaws restrict shareholders’ ability to bring derivative lawsuits against the company, for claims arising out of state corporate law, to the courts of a particular state (generally the state of incorporation).
|
General Recommendation: Generally vote for charter or bylaw provisions that specify courts located within the state of Delaware as the exclusive forum for corporate law matters for Delaware corporations, in the absence of serious concerns about corporate governance or board responsiveness to shareholders. |
For states other than Delaware, vote case-by-case on exclusive forum provisions, taking into consideration:
◾ |
The company’s stated rationale for adopting such a provision; |
◾ |
Disclosure of past harm from duplicative shareholder lawsuits in more than one forum; |
◾ |
The breadth of application of the charter or bylaw provision, including the types of lawsuits to which it would apply and the definition of key terms; and |
◾ |
Governance features such as shareholders’ ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt to amend the charter or bylaws) and their ability to hold directors accountable through annual director elections and a majority vote standard in uncontested elections. |
Generally vote against provisions that specify a state other than the state of incorporation as the exclusive forum for corporate law matters, or that specify a particular local court within the state; unilateral adoption of such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.
Fee shifting
Fee-shifting provisions in the charter or bylaws require that a shareholder who sues a company unsuccessfully pay all litigation expenses of the defendant corporation and its directors and officers.
|
General Recommendation: Generally vote against provisions that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., including cases where the plaintiffs are partially successful). |
Unilateral adoption of a fee-shifting provision will generally be considered an ongoing failure under the Unilateral Bylaw/Charter Amendments policy.
Net Operating Loss (NOL) Protective Amendments
|
General Recommendation: Vote against proposals to adopt a protective amendment for the stated purpose of protecting a company’s net operating losses (NOL) if the effective term of the protective amendment would exceed the shorter of three years and the exhaustion of the NOL. |
Vote case-by-case, considering the following factors, for management proposals to adopt an NOL protective amendment that would remain in effect for the shorter of three years (or less) and the exhaustion of the NOL:
◾ |
The ownership threshold (NOL protective amendments generally prohibit stock ownership transfers that would result in a new 5-percent holder or increase the stock ownership percentage of an existing 5-percent holder); |
◾ |
The value of the NOLs; |
I S S G O V E R N A N C E . C O M | 27 of 75 |
B-27
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL); |
◾ |
The company’s existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and |
◾ |
Any other factors that may be applicable. |
Poison Pills (Shareholder Rights Plans)
Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy
|
General Recommendation: Vote for shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it unless the company has: (1) A shareholder-approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either: |
◾ |
Shareholders have approved the adoption of the plan; or |
◾ |
The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e., the “fiduciary out” provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within 12 months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate. |
If the shareholder proposal calls for a time period of less than 12 months for shareholder ratification after adoption, vote for the proposal, but add the caveat that a vote within 12 months would be considered sufficient implementation.
Management Proposals to Ratify a Poison Pill
|
General Recommendation: Vote case-by-case on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes: |
◾ |
No lower than a 20 percent trigger, flip-in or flip-over; |
◾ |
A term of no more than three years; |
◾ |
No deadhand, slowhand, no-hand, or similar feature that limits the ability of a future board to redeem the pill; |
◾ |
Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill. |
In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.
Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)
|
General Recommendation: Vote against proposals to adopt a poison pill for the stated purpose of protecting a company’s net operating losses (NOL) if the term of the pill would exceed the shorter of three years and the exhaustion of the NOL. |
Vote case-by-case on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:
◾ |
The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent); |
◾ |
The value of the NOLs; |
I S S G O V E R N A N C E . C O M | 28 of 75 |
B-28
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs); |
◾ |
The company’s existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and |
◾ |
Any other factors that may be applicable. |
Proxy Voting Disclosure, Confidentiality, and Tabulation
|
General Recommendation: Vote case-by-case on proposals regarding proxy voting mechanics, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder rights. Specific issues covered under the policy include, but are not limited to, confidential voting of individual proxies and ballots, confidentiality of running vote tallies, and the treatment of abstentions and/or broker non-votes in the company’s vote-counting methodology. |
While a variety of factors may be considered in each analysis, the guiding principles are: transparency, consistency, and fairness in the proxy voting process. The factors considered, as applicable to the proposal, may include:
◾ |
The scope and structure of the proposal; |
◾ |
The company’s stated confidential voting policy (or other relevant policies) and whether it ensures a “level playing field” by providing shareholder proponents with equal access to vote information prior to the annual meeting; |
◾ |
The company’s vote standard for management and shareholder proposals and whether it ensures consistency and fairness in the proxy voting process and maintains the integrity of vote results; |
◾ |
Whether the company’s disclosure regarding its vote counting method and other relevant voting policies with respect to management and shareholder proposals are consistent and clear; |
◾ |
Any recent controversies or concerns related to the company’s proxy voting mechanics; |
◾ |
Any unintended consequences resulting from implementation of the proposal; and |
◾ |
Any other factors that may be relevant. |
Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions
|
General Recommendation: Generally vote against management proposals to ratify provisions of the company’s existing charter or bylaws, unless these governance provisions align with best practice. |
In addition, voting against/withhold from individual directors, members of the governance committee, or the full board may be warranted, considering:
◾ |
The presence of a shareholder proposal addressing the same issue on the same ballot; |
◾ |
The board’s rationale for seeking ratification; |
◾ |
Disclosure of actions to be taken by the board should the ratification proposal fail; |
◾ |
Disclosure of shareholder engagement regarding the board’s ratification request; |
◾ |
The level of impairment to shareholders’ rights caused by the existing provision; |
◾ |
The history of management and shareholder proposals on the provision at the company’s past meetings; |
◾ |
Whether the current provision was adopted in response to the shareholder proposal; |
◾ |
The company’s ownership structure; and |
◾ |
Previous use of ratification proposals to exclude shareholder proposals. |
Reimbursing Proxy Solicitation Expenses
|
General Recommendation: Vote case-by-case on proposals to reimburse proxy solicitation expenses. |
When voting in conjunction with support of a dissident slate, vote for the reimbursement of all appropriate proxy solicitation expenses associated with the election.
Generally vote for shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:
I S S G O V E R N A N C E . C O M | 29 of 75 |
B-29
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
The election of fewer than 50 percent of the directors to be elected is contested in the election; |
◾ |
One or more of the dissident’s candidates is elected; |
◾ |
Shareholders are not permitted to cumulate their votes for directors; and |
◾ |
The election occurred, and the expenses were incurred, after the adoption of this bylaw. |
Reincorporation Proposals
|
General Recommendation: Management or shareholder proposals to change a company’s state of incorporation should be evaluated case-by-case, giving consideration to both financial and corporate governance concerns including the following: |
◾ |
Reasons for reincorporation; |
◾ |
Comparison of company’s governance practices and provisions prior to and following the reincorporation; and |
◾ |
Comparison of corporation laws of original state and destination state. |
Vote for reincorporation when the economic factors outweigh any neutral or negative governance changes.
Shareholder Ability to Act by Written Consent
|
General Recommendation: Generally vote against management and shareholder proposals to restrict or prohibit shareholders’ ability to act by written consent. |
Generally vote for management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account the following factors:
◾ |
Shareholders’ current right to act by written consent; |
◾ |
The consent threshold; |
◾ |
The inclusion of exclusionary or prohibitive language; |
◾ |
Investor ownership structure; and |
◾ |
Shareholder support of, and management’s response to, previous shareholder proposals. |
Vote case-by-case on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions:
◾ |
An unfettered13 right for shareholders to call special meetings at a 10 percent threshold; |
◾ |
A majority vote standard in uncontested director elections; |
◾ |
No non-shareholder-approved pill; and |
◾ |
An annually elected board. |
Shareholder Ability to Call Special Meetings
|
General Recommendation: Vote against management or shareholder proposals to restrict or prohibit shareholders’ ability to call special meetings. |
Generally vote for management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the following factors:
◾ |
Shareholders’ current right to call special meetings; |
◾ |
Minimum ownership threshold necessary to call special meetings (10 percent preferred); |
◾ |
The inclusion of exclusionary or prohibitive language; |
13 “Unfettered” means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.
I S S G O V E R N A N C E . C O M | 30 of 75 |
B-30
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Investor ownership structure; and |
◾ |
Shareholder support of, and management’s response to, previous shareholder proposals. |
Stakeholder Provisions
General Recommendation: Vote against proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination. |
State Antitakeover Statutes
|
General Recommendation: Vote case-by-case on proposals to opt in or out of state takeover statutes (including fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, and anti-greenmail provisions). |
Supermajority Vote Requirements
|
General Recommendation: Vote against proposals to require a supermajority shareholder vote. |
◾ |
Vote for management or shareholder proposals to reduce supermajority vote requirements. However, for companies with shareholder(s) who have significant ownership levels, vote case-by-case, taking into account: |
◾ |
Ownership structure; |
◾ |
Quorum requirements; and |
◾ |
Vote requirements. |
Virtual Shareholder Meetings
|
General Recommendation: Generally vote for management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only14 meetings would be held, and to allow for comparable rights and opportunities for shareholders to participate electronically as they would have during an in-person meeting. |
Vote case-by-case on shareholder proposals concerning virtual-only meetings, considering:
◾ |
Scope and rationale of the proposal; and |
◾ |
Concerns identified with the company’s prior meeting practices. |
14 Virtual-only shareholder meeting” refers to a meeting of shareholders that is held exclusively using technology without a corresponding in-person meeting.
I S S G O V E R N A N C E . C O M | 31 of 75 |
B-31
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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4. Capital/Restructuring
Capital
Adjustments to Par Value of Common Stock
|
General Recommendation: Vote for management proposals to reduce the par value of common stock unless the action is being taken to facilitate an anti-takeover device or some other negative corporate governance action. |
Vote for management proposals to eliminate par value.
Common Stock Authorization
General Authorization Requests
|
General Recommendation: Vote case-by-case on proposals to increase the number of authorized shares of common stock that are to be used for general corporate purposes: |
◾ |
If share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50% of current authorized shares. |
◾ |
If share usage is 50% to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares. |
◾ |
If share usage is greater than current authorized shares, vote for an increase of up to the current share usage. |
◾ |
In the case of a stock split, the allowable increase is calculated (per above) based on the post-split adjusted authorization. |
Generally vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized shares is problematic, including, but not limited to:
◾ |
The proposal seeks to increase the number of authorized shares of the class of common stock that has superior voting rights to other share classes; |
◾ |
On the same ballot is a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share authorization; |
◾ |
The company has a non-shareholder approved poison pill (including an NOL pill); or |
◾ |
The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting rights, without shareholder approval. |
However, generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe risks to shareholders of not approving the request, such as:
◾ |
In, or subsequent to, the company’s most recent 10-K filing, the company discloses that there is substantial doubt about its ability to continue as a going concern; |
◾ |
The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or |
◾ |
A government body has in the past year required the company to increase its capital ratios. |
For companies incorporated in states that allow increases in authorized capital without shareholder approval, generally vote withhold or against all nominees if a unilateral capital authorization increase does not conform to the above policies.
I S S G O V E R N A N C E . C O M | 32 of 75 |
B-32
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
Specific Authorization Requests
|
General Recommendation: Generally vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions, the allowable increase will be the greater of: |
◾ |
twice the amount needed to support the transactions on the ballot, and |
◾ |
the allowable increase as calculated for general issuances above. |
Dual Class Structure
|
General Recommendation: Generally vote against proposals to create a new class of common stock unless: |
◾ |
The company discloses a compelling rationale for the dual-class capital structure, such as: |
◾ |
The company’s auditor has concluded that there is substantial doubt about the company’s ability to continue as a going concern; or |
◾ |
The new class of shares will be transitory; |
◾ |
The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and |
◾ |
The new class is not designed to preserve or increase the voting power of an insider or significant shareholder. |
Issue Stock for Use with Rights Plan
|
General Recommendation: Vote against proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder-approved shareholder rights plan (poison pill). |
Preemptive Rights
|
General Recommendation: Vote case-by-case on shareholder proposals that seek preemptive rights, taking into consideration: |
◾ |
The size of the company; |
◾ |
The shareholder base; and |
◾ |
The liquidity of the stock. |
Preferred Stock Authorization
General Authorization Requests
|
General Recommendation: Vote case-by-case on proposals to increase the number of authorized shares of preferred stock that are to be used for general corporate purposes: |
◾ |
If share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50% of current authorized shares. |
◾ |
If share usage is 50% to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares. |
◾ |
If share usage is greater than current authorized shares, vote for an increase of up to the current share usage. |
◾ |
In the case of a stock split, the allowable increase is calculated (per above) based on the post-split adjusted authorization. |
◾ |
If no preferred shares are currently issued and outstanding, vote against the request, unless the company discloses a specific use for the shares. |
I S S G O V E R N A N C E . C O M | 33 of 75 |
B-33
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
Generally vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized shares is problematic, including, but not limited to:
◾ |
If the shares requested are blank check preferred shares that can be used for antitakeover purposes;15 |
◾ |
The company seeks to increase a class of non-convertible preferred shares entitled to more than one vote per share on matters that do not solely affect the rights of preferred stockholders “supervoting shares”); |
◾ |
The company seeks to increase a class of convertible preferred shares entitled to a number of votes greater than the number of common shares into which they are convertible (“supervoting shares”) on matters that do not solely affect the rights of preferred stockholders; |
◾ |
The stated intent of the increase in the general authorization is to allow the company to increase an existing designated class of supervoting preferred shares; |
◾ |
On the same ballot is a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share authorization; |
◾ |
The company has a non-shareholder approved poison pill (including an NOL pill); or |
◾ |
The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting rights, without shareholder approval. |
However, generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe risks to shareholders of not approving the request, such as:
◾ |
In, or subsequent to, the company’s most recent 10-K filing, the company discloses that there is substantial doubt about its ability to continue as a going concern; |
◾ |
The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or |
◾ |
A government body has in the past year required the company to increase its capital ratios. |
For companies incorporated in states that allow increases in authorized capital without shareholder approval, generally vote withhold or against all nominees if a unilateral capital authorization increase does not conform to the above policies.
Specific Authorization Requests
|
General Recommendation: Generally vote for proposals to increase the number of authorized preferred shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions, the allowable increase will be the greater of: |
◾ |
twice the amount needed to support the transactions on the ballot, and |
◾ |
the allowable increase as calculated for general issuances above. |
Recapitalization Plans
|
General Recommendation: Vote case-by-case on recapitalizations (reclassifications of securities), taking into account the following: |
◾ |
More simplified capital structure; |
◾ |
Enhanced liquidity; |
◾ |
Fairness of conversion terms; |
◾ |
Impact on voting power and dividends; |
◾ |
Reasons for the reclassification; |
15 To be acceptable, appropriate disclosure would be needed that the shares are “declawed”: i.e., representation by the board that it will not, without prior stockholder approval, issue or use the preferred stock for any defensive or anti-takeover purpose or for the purpose of implementing any stockholder rights plan.
I S S G O V E R N A N C E . C O M | 34 of 75 |
B-34
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Conflicts of interest; and |
◾ |
Other alternatives considered. |
Reverse Stock Splits
|
General Recommendation: Vote for management proposals to implement a reverse stock split if: |
◾ |
The number of authorized shares will be proportionately reduced; or |
◾ |
The effective increase in authorized shares is equal to or less than the allowable increase calculated in accordance with ISS’ Common Stock Authorization policy. |
Vote case-by-case on proposals that do not meet either of the above conditions, taking into consideration the following factors:
◾ |
Stock exchange notification to the company of a potential delisting; |
◾ |
Disclosure of substantial doubt about the company’s ability to continue as a going concern without additional financing; |
◾ |
The company’s rationale; or |
◾ |
Other factors as applicable. |
Share Repurchase Programs
|
General Recommendation: For U.S.-incorporated companies, and foreign-incorporated U.S. Domestic Issuers that are traded solely on U.S. exchanges, vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, or to grant the board authority to conduct open-market repurchases, in the absence of company-specific concerns regarding: |
◾ |
Greenmail, |
◾ |
The use of buybacks to inappropriately manipulate incentive compensation metrics, |
◾ |
Threats to the company’s long-term viability, or |
◾ |
Other company-specific factors as warranted. |
Vote case-by-case on proposals to repurchase shares directly from specified shareholders, balancing the stated rationale against the possibility for the repurchase authority to be misused, such as to repurchase shares from insiders at a premium to market price.
Share Repurchase Programs Shareholder Proposals
|
General Recommendation: Generally vote against shareholder proposals prohibiting executives from selling shares of company stock during periods in which the company has announced that it may or will be repurchasing shares of its stock. Vote for the proposal when there is a pattern of abuse by executives exercising options or selling shares during periods of share buybacks. |
Stock Distributions: Splits and Dividends
|
General Recommendation: Generally vote for management proposals to increase the common share authorization for stock split or stock dividend, provided that the effective increase in authorized shares is equal to or is less than the allowable increase calculated in accordance with ISS’ Common Stock Authorization policy. |
Tracking Stock
|
General Recommendation: Vote case-by-case on the creation of tracking stock, weighing the strategic value of the transaction against such factors as: |
◾ |
Adverse governance changes; |
◾ |
Excessive increases in authorized capital stock; |
I S S G O V E R N A N C E . C O M | 35 of 75 |
B-35
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Unfair method of distribution; |
◾ |
Diminution of voting rights; |
◾ |
Adverse conversion features; |
◾ |
Negative impact on stock option plans; and |
◾ |
Alternatives such as spin-off. |
Restructuring
Appraisal Rights
|
General Recommendation: Vote for proposals to restore or provide shareholders with rights of appraisal. |
Asset Purchases
|
General Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors: |
◾ |
Purchase price; |
◾ |
Fairness opinion; |
◾ |
Financial and strategic benefits; |
◾ |
How the deal was negotiated; |
◾ |
Conflicts of interest; |
◾ |
Other alternatives for the business; |
◾ |
Non-completion risk. |
Asset Sales
|
General Recommendation: Vote case-by-case on asset sales, considering the following factors: |
◾ |
Impact on the balance sheet/working capital; |
◾ |
Potential elimination of diseconomies; |
◾ |
Anticipated financial and operating benefits; |
◾ |
Anticipated use of funds; |
◾ |
Value received for the asset; |
◾ |
Fairness opinion; |
◾ |
How the deal was negotiated; |
◾ |
Conflicts of interest. |
Bundled Proposals
|
General Recommendation: Vote case-by-case on bundled or “conditional” proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, vote against the proposals. If the combined effect is positive, support such proposals. |
Conversion of Securities
|
General Recommendation: Vote case-by-case on proposals regarding conversion of securities. When evaluating these proposals, the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest. |
Vote for the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.
I S S G O V E R N A N C E . C O M | 36 of 75 |
B-36
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans
|
General Recommendation: Vote case-by-case on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan, after evaluating: |
◾ |
Dilution to existing shareholders’ positions; |
◾ |
Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion; termination penalties; exit strategy; |
◾ |
Financial issues - company’s financial situation; degree of need for capital; use of proceeds; effect of the financing on the company’s cost of capital; |
◾ |
Management’s efforts to pursue other alternatives; |
◾ |
Control issues - change in management; change in control, guaranteed board and committee seats; standstill provisions; voting agreements; veto power over certain corporate actions; and |
◾ |
Conflict of interest - arm’s length transaction, managerial incentives. |
Vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.
Formation of Holding Company
|
General Recommendation: Vote case-by-case on proposals regarding the formation of a holding company, taking into consideration the following: |
◾ |
The reasons for the change; |
◾ |
Any financial or tax benefits; |
◾ |
Regulatory benefits; |
◾ |
Increases in capital structure; and |
◾ |
Changes to the articles of incorporation or bylaws of the company. |
Absent compelling financial reasons to recommend for the transaction, vote against the formation of a holding company if the transaction would include either of the following:
◾ |
Increases in common or preferred stock in excess of the allowable maximum (see discussion under “Capital”); or |
◾ |
Adverse changes in shareholder rights. |
Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)
|
General Recommendation: Vote case-by-case on going private transactions, taking into account the following: |
◾ |
Offer price/premium; |
◾ |
Fairness opinion; |
◾ |
How the deal was negotiated; |
◾ |
Conflicts of interest; |
◾ |
Other alternatives/offers considered; and |
◾ |
Non-completion risk. |
Vote case-by-case on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:
◾ |
Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock); |
I S S G O V E R N A N C E . C O M | 37 of 75 |
B-37
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Balanced interests of continuing vs. cashed-out shareholders, taking into account the following: |
◾ |
Are all shareholders able to participate in the transaction? |
◾ |
Will there be a liquid market for remaining shareholders following the transaction? |
◾ |
Does the company have strong corporate governance? |
◾ |
Will insiders reap the gains of control following the proposed transaction? |
◾ |
Does the state of incorporation have laws requiring continued reporting that may benefit shareholders? |
Joint Ventures
|
General Recommendation: Vote case-by-case on proposals to form joint ventures, taking into account the following: |
◾ |
Percentage of assets/business contributed; |
◾ |
Percentage ownership; |
◾ |
Financial and strategic benefits; |
◾ |
Governance structure; |
◾ |
Conflicts of interest; |
◾ |
Other alternatives; and |
◾ |
Non-completion risk. |
Liquidations
|
General Recommendation: Vote case-by-case on liquidations, taking into account the following: |
◾ |
Management’s efforts to pursue other alternatives; |
◾ |
Appraisal value of assets; and |
◾ |
The compensation plan for executives managing the liquidation. |
Vote for the liquidation if the company will file for bankruptcy if the proposal is not approved.
Mergers and Acquisitions
|
General Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including: |
◾ |
Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction, and strategic rationale. |
◾ |
Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
◾ |
Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions. |
◾ |
Negotiations and process - Were the terms of the transaction negotiated at arm’s-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify the deal makers’ competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
◾ |
Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. |
I S S G O V E R N A N C E . C O M | 38 of 75 |
B-38
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
The CIC figure presented in the “ISS Transaction Summary” section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists. |
◾ |
Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
Private Placements/Warrants/Convertible Debentures
|
General Recommendation: Vote case-by-case on proposals regarding private placements, warrants, and convertible debentures taking into consideration: |
◾ |
Dilution to existing shareholders’ position: The amount and timing of shareholder ownership dilution should be weighed against the needs and proposed shareholder benefits of the capital infusion. Although newly issued common stock, absent preemptive rights, is typically dilutive to existing shareholders, share price appreciation is often the necessary event to trigger the exercise of “out of the money” warrants and convertible debt. In these instances from a value standpoint, the negative impact of dilution is mitigated by the increase in the company’s stock price that must occur to trigger the dilutive event. |
◾ |
Terms of the offer (discount/premium in purchase price to investor, including any fairness opinion, conversion features, termination penalties, exit strategy): |
◾ |
The terms of the offer should be weighed against the alternatives of the company and in light of company’s financial condition. Ideally, the conversion price for convertible debt and the exercise price for warrants should be at a premium to the then prevailing stock price at the time of private placement. |
◾ |
When evaluating the magnitude of a private placement discount or premium, consider factors that influence the discount or premium, such as, liquidity, due diligence costs, control and monitoring costs, capital scarcity, information asymmetry, and anticipation of future performance. |
◾ |
Financial issues: |
◾ |
The company’s financial condition; |
◾ |
Degree of need for capital; |
◾ |
Use of proceeds; |
◾ |
Effect of the financing on the company’s cost of capital; |
◾ |
Current and proposed cash burn rate; |
◾ |
Going concern viability and the state of the capital and credit markets. |
◾ |
Management’s efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives: A fair, unconstrained process helps to ensure the best price for shareholders. Financing alternatives can include joint ventures, partnership, merger, or sale of part or all of the company. |
◾ |
Control issues: |
◾ |
Change in management; |
◾ |
Change in control; |
◾ |
Guaranteed board and committee seats; |
◾ |
Standstill provisions; |
◾ |
Voting agreements; |
◾ |
Veto power over certain corporate actions; and |
◾ |
Minority versus majority ownership and corresponding minority discount or majority control premium. |
I S S G O V E R N A N C E . C O M | 39 of 75 |
B-39
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Conflicts of interest: |
◾ |
Conflicts of interest should be viewed from the perspective of the company and the investor. |
◾ |
Were the terms of the transaction negotiated at arm’s length? Are managerial incentives aligned with shareholder interests? |
◾ |
Market reaction: |
◾ |
The market’s response to the proposed deal. A negative market reaction is a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price. |
Vote for the private placement, or for the issuance of warrants and/or convertible debentures in a private placement, if it is expected that the company will file for bankruptcy if the transaction is not approved.
Reorganization/Restructuring Plan (Bankruptcy)
|
General Recommendation: Vote case-by-case on proposals to common shareholders on bankruptcy plans of reorganization, considering the following factors including, but not limited to: |
◾ |
Estimated value and financial prospects of the reorganized company; |
◾ |
Percentage ownership of current shareholders in the reorganized company; |
◾ |
Whether shareholders are adequately represented in the reorganization process (particularly through the existence of an Official Equity Committee); |
◾ |
The cause(s) of the bankruptcy filing, and the extent to which the plan of reorganization addresses the cause(s); |
◾ |
Existence of a superior alternative to the plan of reorganization; and |
◾ |
Governance of the reorganized company. |
Special Purpose Acquisition Corporations (SPACs)
|
General Recommendation: Vote case-by-case on SPAC mergers and acquisitions taking into account the following: |
◾ |
Valuation - Is the value being paid by the SPAC reasonable? SPACs generally lack an independent fairness opinion and the financials on the target may be limited. Compare the conversion price with the intrinsic value of the target company provided in the fairness opinion. Also, evaluate the proportionate value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of SPAC. Additionally, a private company discount may be applied to the target if it is a private entity. |
◾ |
Market reaction - How has the market responded to the proposed deal? A negative market reaction may be a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price. |
◾ |
Deal timing - A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation, market reaction, and potential conflicts of interest for deals that are announced close to the liquidation date. |
◾ |
Negotiations and process - What was the process undertaken to identify potential target companies within specified industry or location specified in charter? Consider the background of the sponsors. |
◾ |
Conflicts of interest - How are sponsors benefiting from the transaction compared to IPO shareholders? Potential conflicts could arise if a fairness opinion is issued by the insiders to qualify the deal rather than a third party or if management is encouraged to pay a higher price for the target because of an 80 percent rule (the charter requires that the fair market value of the target is at least equal to 80 percent of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to close the deal since its charter typically requires a transaction to be completed within the 18-24-month timeframe. |
◾ |
Voting agreements - Are the sponsors entering into enter into any voting agreements/tender offers with shareholders who are likely to vote against the proposed merger or exercise conversion rights? |
◾ |
Governance - What is the impact of having the SPAC CEO or founder on key committees following the proposed merger? |
I S S G O V E R N A N C E . C O M | 40 of 75 |
B-40
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions
|
General Recommendation: Vote case-by-case on SPAC extension proposals taking into account the length of the requested extension, the status of any pending transaction(s) or progression of the acquisition process, any added incentive for non-redeeming shareholders, and any prior extension requests. |
◾ |
Length of request: Typically, extension requests range from two to six months, depending on the progression of the SPAC’s acquistion process. |
◾ |
Pending transaction(s) or progression of the acquisition process: Sometimes an intial business combination was already put to a shareholder vote, but, for varying reasons, the transaction could not be consummated by the termination date and the SPAC is requesting an extension. Other times, the SPAC has entered into a definitive transaction agreement, but needs additional time to consummate or hold the shareholder meeting. |
◾ |
Added incentive for non-redeeming shareholders: Sometimes the SPAC sponsor (or other insiders) will contribute, typically as a loan to the company, additional funds that will be added to the redemption value of each public share as long as such shares are not redeemed in connection with the extension request. The purpose of the “equity kicker” is to incentivize shareholders to hold their shares through the end of the requested extension or until the time the transaction is put to a shareholder vote, rather than electing redeemption at the extension proposal meeting. |
◾ |
Prior extension requests: Some SPACs request additional time beyond the extension period sought in prior extension requests. |
Spin-offs
|
General Recommendation: Vote case-by-case on spin-offs, considering: |
◾ |
Tax and regulatory advantages; |
◾ |
Planned use of the sale proceeds; |
◾ |
Valuation of spinoff; |
◾ |
Fairness opinion; |
◾ |
Benefits to the parent company; |
◾ |
Conflicts of interest; |
◾ |
Managerial incentives; |
◾ |
Corporate governance changes; |
◾ |
Changes in the capital structure. |
Value Maximization Shareholder Proposals
|
General Recommendation: Vote case-by-case on shareholder proposals seeking to maximize shareholder value by: |
◾ |
Hiring a financial advisor to explore strategic alternatives; |
◾ |
Selling the company; or |
◾ |
Liquidating the company and distributing the proceeds to shareholders. |
These proposals should be evaluated based on the following factors:
◾ |
Prolonged poor performance with no turnaround in sight; |
◾ |
Signs of entrenched board and management (such as the adoption of takeover defenses); |
◾ |
Strategic plan in place for improving value; |
◾ |
Likelihood of receiving reasonable value in a sale or dissolution; and |
◾ |
The company actively exploring its strategic options, including retaining a financial advisor. |
I S S G O V E R N A N C E . C O M | 41 of 75 |
B-41
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
5. Compensation
Executive Pay Evaluation
Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:
1. |
Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs; |
2. |
Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
3. |
Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed); |
4. |
Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly; |
5. |
Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors is reasonable and does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices. |
Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay)
|
General Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation. |
Vote against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if:
◾ |
There is an unmitigated misalignment between CEO pay and company performance (pay for performance); |
◾ |
The company maintains significant problematic pay practices; |
◾ |
The board exhibits a significant level of poor communication and responsiveness to shareholders. |
Vote against or withhold from the members of the Compensation Committee and potentially the full board if:
◾ |
There is no SOP on the ballot, and an against vote on an SOP would otherwise be warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
◾ |
The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast; |
◾ |
The company has recently practiced or approved problematic pay practices, such as option repricing or option backdating; or |
◾ |
The situation is egregious. |
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Primary Evaluation Factors for Executive Pay
Pay-for-Performance Evaluation
ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the S&P1500, Russell 3000, or Russell 3000E Indices16, this analysis considers the following:
1. |
Peer Group17 Alignment: |
◾ |
The degree of alignment between the company’s annualized TSR rank and the CEO’s annualized total pay rank within a peer group, each measured over a three-year period. |
◾ |
The rankings of CEO total pay and company financial performance within a peer group, each measured over a three-year period. |
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The multiple of the CEO’s total pay relative to the peer group median in the most recent fiscal year. |
2. |
Absolute Alignment18 – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period. |
If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of companies outside the Russell indices, a misalignment between pay and performance is otherwise suggested, our analysis may include any of the following qualitative factors, as relevant to an evaluation of how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:
◾ |
The ratio of performance- to time-based incentive awards; |
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The overall ratio of performance-based compensation to fixed or discretionary pay; |
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The rigor of performance goals; |
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The complexity and risks around pay program design; |
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The transparency and clarity of disclosure; |
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The company’s peer group benchmarking practices; |
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Financial/operational results, both absolute and relative to peers; |
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Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
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Realizable pay19 compared to grant pay; and |
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Any other factors deemed relevant. |
Problematic Pay Practices
The focus is on executive compensation practices that contravene the global pay principles, including:
◾ |
Problematic practices related to non-performance-based compensation elements; |
16 The Russell 3000E Index includes approximately 4,000 of the largest U.S. equity securities.
17 The revised peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for certain financial firms), GICS industry group, and company’s selected peers’ GICS industry group, with size constraints, via a process designed to select peers that are comparable to the subject company in terms of revenue/assets and industry, and also within a market-cap bucket that is reflective of the company’s market cap. For Oil, Gas & Consumable Fuels companies, market cap is the only size determinant.
18 Only Russell 3000 Index companies are subject to the Absolute Alignment analysis.
19 ISS research reports include realizable pay for S&P1500 companies.
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Incentives that may motivate excessive risk-taking or present a windfall risk; and |
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Pay decisions that circumvent pay-for-performance, such as options backdating or waiving performance requirements. |
Problematic Pay Practices related to Non-Performance-Based Compensation Elements
Pay elements that are not directly based on performance are generally evaluated case-by-case considering the context of a company’s overall pay program and demonstrated pay-for-performance philosophy. Please refer to ISS’ U.S. Compensation Policies FAQ document for detail on specific pay practices that have been identified as potentially problematic and may lead to negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list below highlights the problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:
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Repricing or replacing of underwater stock options/SARs without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options); |
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Extraordinary perquisites or tax gross-ups; |
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New or materially amended agreements that provide for: |
◾ |
Excessive termination or CIC severance payments (generally exceeding 3 times base salary and average/target/most recent bonus); |
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CIC severance payments without involuntary job loss or substantial diminution of duties (“single” or “modified single” triggers) or in connection with a problematic Good Reason definition; |
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CIC excise tax gross-up entitlements (including “modified” gross-ups); |
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Multi-year guaranteed awards that are not at risk due to rigorous performance conditions; |
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Liberal CIC definition combined with any single-trigger CIC benefits; |
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Insufficient executive compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI’s executives is not possible; |
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Any other provision or practice deemed to be egregious and present a significant risk to investors. |
Options Backdating
The following factors should be examined case-by-case to allow for distinctions to be made between “sloppy” plan administration versus deliberate action or fraud:
◾ |
Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
◾ |
Duration of options backdating; |
◾ |
Size of restatement due to options backdating; |
◾ |
Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
◾ |
Adoption of a grant policy that prohibits backdating and creates a fixed grant schedule or window period for equity grants in the future. |
Compensation Committee Communications and Responsiveness
Consider the following factors case-by-case when evaluating ballot items related to executive pay on the board’s responsiveness to investor input and engagement on compensation issues:
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Failure to respond to majority-supported shareholder proposals on executive pay topics; or |
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Failure to adequately respond to the company’s previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
◾ |
Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated); |
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Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
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Disclosure of specific and meaningful actions taken to address shareholders’ concerns; |
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Other recent compensation actions taken by the company; |
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Whether the issues raised are recurring or isolated; |
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The company’s ownership structure; and |
◾ |
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Frequency of Advisory Vote on Executive Compensation (“Say When on Pay”)
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General Recommendation: Vote for annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies’ executive pay programs. |
Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale
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General Recommendation: Vote case-by-case on say on Golden Parachute proposals, including consideration of existing change-in-control arrangements maintained with named executive officers but also considering new or extended arrangements. |
Features that may result in an “against” recommendation include one or more of the following, depending on the number, magnitude, and/or timing of issue(s):
◾ |
Single- or modified-single-trigger cash severance; |
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Single-trigger acceleration of unvested equity awards; |
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Full acceleration of equity awards granted shortly before the change in control; |
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Acceleration of performance awards above the target level of performance without compelling rationale; |
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Excessive cash severance (generally >3x base salary and bonus); |
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Excise tax gross-ups triggered and payable; |
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Excessive golden parachute payments (on an absolute basis or as a percentage of transaction equity value); or |
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Recent amendments that incorporate any problematic features (such as those above) or recent actions (such as extraordinary equity grants) that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders; or |
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The company’s assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote. |
Recent amendment(s) that incorporate problematic features will tend to carry more weight on the overall analysis. However, the presence of multiple legacy problematic features will also be closely scrutinized.
In cases where the golden parachute vote is incorporated into a company’s advisory vote on compensation (management say-on-pay), ISS will evaluate the say-on-pay proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.
Equity-Based and Other Incentive Plans
Please refer to ISS’ U.S. Equity Compensation Plans FAQ document for additional details on the Equity Plan Scorecard policy.
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General Recommendation: Vote case-by-case on certain equity-based compensation plans20 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an “Equity Plan Scorecard” (EPSC) approach with three pillars: |
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Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: |
◾ |
SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
◾ |
SVT based only on new shares requested plus shares remaining for future grants. |
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Plan Features: |
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Quality of disclosure around vesting upon a change in control (CIC); |
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Discretionary vesting authority; |
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Liberal share recycling on various award types; |
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Lack of minimum vesting period for grants made under the plan; |
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Dividends payable prior to award vesting. |
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Grant Practices: |
◾ |
The company’s three-year burn rate relative to its industry/market cap peers; |
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Vesting requirements in CEO’s recent equity grants (3-year look-back); |
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The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
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The proportion of the CEO’s most recent equity grants/awards subject to performance conditions; |
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Whether the company maintains a sufficient claw-back policy; |
◾ |
Whether the company maintains sufficient post-exercise/vesting share-holding requirements. |
Generally vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders’ interests, or if any of the following egregious factors (“overriding factors”) apply:
◾ |
Awards may vest in connection with a liberal change-of-control definition; |
◾ |
The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it – for NYSE and Nasdaq listed companies – or by not prohibiting it when the company has a history of repricing – for non-listed companies); |
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The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; |
◾ |
The plan is excessively dilutive to shareholders’ holdings; |
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The plan contains an evergreen (automatic share replenishment) feature; or |
◾ |
Any other plan features are determined to have a significant negative impact on shareholder interests. |
Further Information on certain EPSC Factors:
Shareholder Value Transfer (SVT)
The cost of the equity plans is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model that assesses the amount of shareholders’ equity flowing out of the company to employees and directors. SVT is expressed as both a dollar amount and as a percentage of market value, and includes the new shares
20 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will be further evaluated case-by-case.
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proposed, shares available under existing plans, and shares granted but unexercised (using two measures, in the case of plans subject to the Equity Plan Scorecard evaluation, as noted above). All award types are valued. For omnibus plans, unless limitations are placed on the most expensive types of awards (for example, full-value awards), the assumption is made that all awards to be granted will be the most expensive types.
For proposals that are not subject to the Equity Plan Scorecard evaluation, Shareholder Value Transfer is reasonable if it falls below a company-specific benchmark. The benchmark is determined as follows: The top quartile performers in each industry group (using the Global Industry Classification Standard: GICS) are identified. Benchmark SVT levels for each industry are established based on these top performers’ historic SVT. Regression analyses are run on each industry group to identify the variables most strongly correlated to SVT. The benchmark industry SVT level is then adjusted upwards or downwards for the specific company by plugging the company-specific performance measures, size, and cash compensation into the industry cap equations to arrive at the company’s benchmark.21
Three-Year Burn Rate
For meetings held prior to February 1, 2023, burn-rate benchmarks (utilized in Equity Plan Scorecard evaluations) are calculated as the greater of: (1) the mean (µ) plus one standard deviation (s) of the company’s GICS group segmented by S&P 500, Russell 3000 index (less the S&P500), and non-Russell 3000 index; and (2) two percent of weighted common shares outstanding. In addition, year-over-year burn-rate benchmark changes will be limited to a maximum of two (2) percentage points plus or minus the prior year’s burn-rate benchmark. See the U.S. Equity Compensation Plans FAQ for the benchmarks.
For meetings held prior to February 1, 2023, a company’s adjusted burn rate is calculated as follows:
Burn Rate = (# of appreciation awards granted + # of full value awards granted * Volatility Multiplier) / Weighted average common shares outstanding
The Volatility Multiplier is used to provide more equivalent valuation between stock options and full value shares, based on the company’s historical stock price volatility.
Effective for meetings held on or after February 1, 2023, a “Value-Adjusted Burn Rate” will instead be used for stock plan evaluations. Value-Adjusted Burn Rate benchmarks will be calculated as the greater of: (1) an industry-specific threshold based on three-year burn rates within the company’s GICS group segmented by S&P 500, Russell 3000 index (less the S&P 500) and non-Russell 3000 index; and (2) a de minimis threshold established separately for each of the S&P 500, the Russell 3000 index less the S&P 500, and the non-Russell 3000 index. Year-over-year burn-rate benchmark changes will be limited to a predetermined range above or below the prior year’s burn-rate benchmark.
The Value-Adjusted Burn Rate will be calculated as follows:
Value-Adjusted Burn Rate = ((# of options * option’s dollar value using a Black-Scholes model) + (# of full-value awards * stock price)) / (Weighted average common shares * stock price).
21 For plans evaluated under the Equity Plan Scorecard policy, the company’s SVT benchmark is considered along with other factors.
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Egregious Factors
Liberal Change in Control Definition
Generally vote against equity plans if the plan has a liberal definition of change in control and the equity awards could vest upon such liberal definition of change in control, even though an actual change in control may not occur. Examples of such a definition include, but are not limited to, announcement or commencement of a tender offer, provisions for acceleration upon a “potential” takeover, shareholder approval of a merger or other transactions, or similar language.
Repricing Provisions
Vote against plans that expressly permit the repricing or exchange of underwater stock options/stock appreciate rights (SARs) without prior shareholder approval. “Repricing” typically includes the ability to do any of the following:
◾ |
Amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs; |
◾ |
Cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs; |
◾ |
Cancel underwater options in exchange for stock awards; or |
◾ |
Provide cash buyouts of underwater options. |
While the above cover most types of repricing, ISS may view other provisions as akin to repricing depending on the facts and circumstances.
Also, vote against or withhold from members of the Compensation Committee who approved repricing (as defined above or otherwise determined by ISS), without prior shareholder approval, even if such repricings are allowed in their equity plan.
Vote against plans that do not expressly prohibit repricing or cash buyout of underwater options without shareholder approval if the company has a history of repricing/buyouts without shareholder approval, and the applicable listing standards would not preclude them from doing so.
Problematic Pay Practices or Significant Pay-for-Performance Disconnect
If the equity plan on the ballot is a vehicle for problematic pay practices, vote against the plan.
ISS may recommend a vote against the equity plan if the plan is determined to be a vehicle for pay-for-performance misalignment. Considerations in voting against the equity plan may include, but are not limited to:
◾ |
Severity of the pay-for-performance misalignment; |
◾ |
Whether problematic equity grant practices are driving the misalignment; and/or |
◾ |
Whether equity plan awards have been heavily concentrated to the CEO and/or the other NEOs. |
Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m))
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General Recommendation: Vote case-by-case on amendments to cash and equity incentive plans. |
Generally vote for proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
◾ |
Addresses administrative features only; or |
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Seeks approval for Section 162(m) purposes only, and the plan administering committee consists entirely of independent directors, per ISS’ Classification of Directors. Note that if the company is presenting the plan to shareholders for the first time for any reason (including after the company’s initial public offering), or if the proposal is bundled with other material plan amendments, then the recommendation will be case-by-case (see below). |
Vote against proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
◾ |
Seeks approval for Section 162(m) purposes only, and the plan administering committee does not consist entirely of independent directors, per ISS’ Classification of Directors. |
Vote case-by-case on all other proposals to amend cash incentive plans. This includes plans presented to shareholders for the first time after the company’s IPO and/or proposals that bundle material amendment(s) other than those for Section 162(m) purposes.
Vote case-by-case on all other proposals to amend equity incentive plans, considering the following:
◾ |
If the proposal requests additional shares and/or the amendments include a term extension or addition of full value awards as an award type, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of the amendments. |
◾ |
If the plan is being presented to shareholders for the first time (including after the company’s IPO), whether or not additional shares are being requested, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of any amendments. |
◾ |
If there is no request for additional shares and the amendments do not include a term extension or addition of full value awards as an award type, then the recommendation will be based entirely on an analysis of the overall impact of the amendments, and the EPSC evaluation will be shown only for informational purposes. |
In the first two case-by-case evaluation scenarios, the EPSC evaluation/score is the more heavily weighted consideration.
Specific Treatment of Certain Award Types in Equity Plan Evaluations
Dividend Equivalent Rights
Options that have Dividend Equivalent Rights (DERs) associated with them will have a higher calculated award value than those without DERs under the binomial model, based on the value of these dividend streams. The higher value will be applied to new shares, shares available under existing plans, and shares awarded but not exercised per the plan specifications. DERS transfer more shareholder equity to employees and non-employee directors and this cost should be captured.
Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)
For Real Estate Investment Trusts (REITS), include the common shares issuable upon conversion of outstanding Operating Partnership (OP) units in the share count for the purposes of determining: (1) market capitalization in the Shareholder Value Transfer (SVT) analysis and (2) shares outstanding in the burn rate analysis.
Other Compensation Plans
401(k) Employee Benefit Plans
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General Recommendation: Vote for proposals to implement a 401(k) savings plan for employees. |
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Employee Stock Ownership Plans (ESOPs)
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General Recommendation: Vote for proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares). |
Employee Stock Purchase Plans—Qualified Plans
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General Recommendation: Vote case-by-case on qualified employee stock purchase plans. Vote for employee stock purchase plans where all of the following apply: |
◾ |
Purchase price is at least 85 percent of fair market value; |
◾ |
Offering period is 27 months or less; and |
◾ |
The number of shares allocated to the plan is 10 percent or less of the outstanding shares. |
Vote against qualified employee stock purchase plans where when the plan features do not meet all of the above criteria.
Employee Stock Purchase Plans—Non-Qualified Plans
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General Recommendation: Vote case-by-case on nonqualified employee stock purchase plans. Vote for nonqualified employee stock purchase plans with all the following features: |
◾ |
Broad-based participation; |
◾ |
Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary; |
◾ |
Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value; and |
◾ |
No discount on the stock price on the date of purchase when there is a company matching contribution. |
Vote against nonqualified employee stock purchase plans when the plan features do not meet all of the above criteria. If the matching contribution or effective discount exceeds the above, ISS may evaluate the SVT cost of the plan as part of the assessment.
Option Exchange Programs/Repricing Options
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General Recommendation: Vote case-by-case on management proposals seeking approval to exchange/reprice options taking into consideration: |
◾ |
Historic trading patterns – the stock price should not be so volatile that the options are likely to be back “in-the-money” over the near term; |
◾ |
Rationale for the re-pricing – was the stock price decline beyond management’s control?; |
◾ |
Is this a value-for-value exchange?; |
◾ |
Are surrendered stock options added back to the plan reserve?; |
◾ |
Timing – repricing should occur at least one year out from any precipitous drop in company’s stock price; |
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Option vesting – does the new option vest immediately or is there a black-out period?; |
◾ |
Term of the option – the term should remain the same as that of the replaced option; |
◾ |
Exercise price – should be set at fair market or a premium to market; |
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Participants – executive officers and directors must be excluded. |
If the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the company’s total cost of equity plans and its three-year average burn rate.
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In addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent precipitous drop in the company’s stock price demonstrates poor timing and warrants additional scrutiny. Also, consider the terms of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three years) so as not to suggest that repricings are being done to take advantage of short-term downward price movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.
Vote for shareholder proposals to put option repricings to a shareholder vote.
Stock Plans in Lieu of Cash
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General Recommendation: Vote case-by-case on plans that provide participants with the option of taking all or a portion of their cash compensation in the form of stock. |
Vote for non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.
Vote case-by-case on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort to capture the total cost of total compensation, ISS will not make any adjustments to carve out the in-lieu-of cash compensation.
Transfer Stock Option (TSO) Programs
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General Recommendation: One-time Transfers: Vote against or withhold from compensation committee members if they fail to submit one-time transfers to shareholders for approval. |
Vote case-by-case on one-time transfers. Vote for if:
◾ |
Executive officers and non-employee directors are excluded from participating; |
◾ |
Stock options are purchased by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate financial models; and |
◾ |
There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants. |
Additionally, management should provide a clear explanation of why options are being transferred to a third-party institution and whether the events leading up to a decline in stock price were beyond management’s control. A review of the company’s historic stock price volatility should indicate if the options are likely to be back “in-the-money” over the near term.
Ongoing TSO program: Vote against equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO program, structure, and mechanics must be disclosed to shareholders. The specific criteria to be considered in evaluating these proposals include, but not limited, to the following:
◾ |
Eligibility; |
◾ |
Vesting; |
◾ |
Bid-price; |
◾ |
Term of options; |
◾ |
Cost of the program and impact of the TSOs on company’s total option expense; and |
◾ |
Option repricing policy. |
Amendments to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment shall be transferable.
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Director Compensation
Shareholder Ratification of Director Pay Programs
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General Recommendation: Vote case-by-case on management proposals seeking ratification of non-employee director compensation, based on the following factors: |
◾ |
If the equity plan under which non-employee director grants are made is on the ballot, whether or not it warrants support; and |
◾ |
An assessment of the following qualitative factors: |
◾ |
The relative magnitude of director compensation as compared to companies of a similar profile; |
◾ |
The presence of problematic pay practices relating to director compensation; |
◾ |
Director stock ownership guidelines and holding requirements; |
◾ |
Equity award vesting schedules; |
◾ |
The mix of cash and equity-based compensation; |
◾ |
Meaningful limits on director compensation; |
◾ |
The availability of retirement benefits or perquisites; and |
◾ |
The quality of disclosure surrounding director compensation. |
Equity Plans for Non-Employee Directors
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General Recommendation: Vote case-by-case on compensation plans for non-employee directors, based on: |
◾ |
The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; |
◾ |
The company’s three-year burn rate relative to its industry/market cap peers (in certain circumstances); and |
◾ |
The presence of any egregious plan features (such as an option repricing provision or liberal CIC vesting risk). |
On occasion, non-employee director stock plans will exceed the plan cost or burn-rate benchmarks when combined with employee or executive stock plans. In such cases, vote case-by-case on the plan taking into consideration the following qualitative factors:
◾ |
The relative magnitude of director compensation as compared to companies of a similar profile; |
◾ |
The presence of problematic pay practices relating to director compensation; |
◾ |
Director stock ownership guidelines and holding requirements; |
◾ |
Equity award vesting schedules; |
◾ |
The mix of cash and equity-based compensation; |
◾ |
Meaningful limits on director compensation; |
◾ |
The availability of retirement benefits or perquisites; and |
◾ |
The quality of disclosure surrounding director compensation. |
Non-Employee Director Retirement Plans
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General Recommendation: Vote against retirement plans for non-employee directors. Vote for shareholder proposals to eliminate retirement plans for non-employee directors. |
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Shareholder Proposals on Compensation
Bonus Banking/Bonus Banking “Plus”
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General Recommendation: Vote case-by-case on proposals seeking deferral of a portion of annual bonus pay, with ultimate payout linked to sustained results for the performance metrics on which the bonus was earned (whether for the named executive officers or a wider group of employees), taking into account the following factors: |
◾ |
The company’s past practices regarding equity and cash compensation; |
◾ |
Whether the company has a holding period or stock ownership requirements in place, such as a meaningful retention ratio (at least 50 percent for full tenure); and |
◾ |
Whether the company has a rigorous claw-back policy in place. |
Compensation Consultants—Disclosure of Board or Company’s Utilization
|
General Recommendation: Generally vote for shareholder proposals seeking disclosure regarding the company, board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s), and fees paid. |
Disclosure/Setting Levels or Types of Compensation for Executives and Directors
|
General Recommendation: Generally vote for shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company. |
Generally vote against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation (such as types of compensation elements or specific metrics) to be used for executive or directors.
Generally vote against shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.
Vote case-by-case on all other shareholder proposals regarding executive and director pay, taking into account relevant factors, including but not limited to: company performance, pay level and design versus peers, history of compensation concerns or pay-for-performance disconnect, and/or the scope and prescriptive nature of the proposal.
Golden Coffins/Executive Death Benefits
|
General Recommendation: Generally vote for proposals calling for companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals for which the broad-based employee population is eligible. |
Hold Equity Past Retirement or for a Significant Period of Time
|
General Recommendation: Vote case-by-case on shareholder proposals asking companies to adopt policies requiring senior executive officers to retain a portion of net shares acquired through compensation plans. The following factors will be taken into account: |
◾ |
The percentage/ratio of net shares required to be retained; |
◾ |
The time period required to retain the shares; |
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◾ |
Whether the company has equity retention, holding period, and/or stock ownership requirements in place and the robustness of such requirements; |
◾ |
Whether the company has any other policies aimed at mitigating risk taking by executives; |
◾ |
Executives’ actual stock ownership and the degree to which it meets or exceeds the proponent’s suggested holding period/retention ratio or the company’s existing requirements; and |
◾ |
Problematic pay practices, current and past, which may demonstrate a short-term versus long-term focus. |
Pay Disparity
|
General Recommendation: Vote case-by-case on proposals calling for an analysis of the pay disparity between corporate executives and other non-executive employees. The following factors will be considered: |
◾ |
The company’s current level of disclosure of its executive compensation setting process, including how the company considers pay disparity; |
◾ |
If any problematic pay practices or pay-for-performance concerns have been identified at the company; and |
◾ |
The level of shareholder support for the company’s pay programs. |
Generally vote against proposals calling for the company to use the pay disparity analysis or pay ratio in a specific way to set or limit executive pay.
Pay for Performance/Performance-Based Awards
|
General Recommendation: Vote case-by-case on shareholder proposals requesting that a significant amount of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt and disclose challenging performance metrics to shareholders, based on the following analytical steps: |
◾ |
First, vote for shareholder proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options, or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a “substantial” portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced options should have a meaningful premium to be considered performance-based awards. |
◾ |
Second, assess the rigor of the company’s performance-based equity program. If the bar set for the performance-based program is too low based on the company’s historical or peer group comparison, generally vote for the proposal. Furthermore, if target performance results in an above target payout, vote for the shareholder proposal due to program’s poor design. If the company does not disclose the performance metric of the performance-based equity program, vote for the shareholder proposal regardless of the outcome of the first step to the test. |
In general, vote for the shareholder proposal if the company does not meet both of the above two steps.
Pay for Superior Performance
|
General Recommendation: Vote case-by-case on shareholder proposals that request the board establish a pay-for-superior performance standard in the company’s executive compensation plan for senior executives. These proposals generally include the following principles: |
◾ |
Set compensation targets for the plan’s annual and long-term incentive pay components at or below the peer group median; |
◾ |
Deliver a majority of the plan’s target long-term compensation through performance-vested, not simply time-vested, equity awards; |
◾ |
Provide the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan; |
I S S G O V E R N A N C E . C O M | 54 of 75 |
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◾ |
Establish performance targets for each plan financial metric relative to the performance of the company’s peer companies; |
◾ |
Limit payment under the annual and performance-vested long-term incentive components of the plan to when the company’s performance on its selected financial performance metrics exceeds peer group median performance. |
Consider the following factors in evaluating this proposal:
◾ |
What aspects of the company’s annual and long-term equity incentive programs are performance driven? |
◾ |
If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group? |
◾ |
Can shareholders assess the correlation between pay and performance based on the current disclosure? |
◾ |
What type of industry and stage of business cycle does the company belong to? |
Pre-Arranged Trading Plans (10b5-1 Plans)
|
General Recommendation: Generally vote for shareholder proposals calling for the addition of certain safeguards in prearranged trading plans (10b5-1 plans) for executives. Safeguards may include: |
◾ |
Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed in a Form 8-K; |
◾ |
Amendment or early termination of a 10b5-1 Plan allowed only under extraordinary circumstances, as determined by the board; |
◾ |
Request that a certain number of days that must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan; |
◾ |
Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan; |
◾ |
An executive may not trade in company stock outside the 10b5-1 Plan; |
◾ |
Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive. |
Prohibit Outside CEOs from Serving on Compensation Committees
|
General Recommendation: Generally vote against proposals seeking a policy to prohibit any outside CEO from serving on a company’s compensation committee, unless the company has demonstrated problematic pay practices that raise concerns about the performance and composition of the committee. |
Recoupment of Incentive or Stock Compensation in Specified Circumstances
|
General Recommendation: Vote case-by-case on proposals to recoup incentive cash or stock compensation made to senior executives if it is later determined that the figures upon which incentive compensation is earned turn out to have been in error, or if the senior executive has breached company policy or has engaged in misconduct that may be significantly detrimental to the company’s financial position or reputation, or if the senior executive failed to manage or monitor risks that subsequently led to significant financial or reputational harm to the company. Many companies have adopted policies that permit recoupment in cases where an executive’s fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation. However, such policies may be narrow given that not all misconduct or negligence may result in significant financial restatements. Misconduct, negligence, or lack of sufficient oversight by senior executives may lead to significant financial loss or reputational damage that may have long-lasting impact. |
In considering whether to support such shareholder proposals, ISS will take into consideration the following factors:
◾ |
If the company has adopted a formal recoupment policy; |
◾ |
The rigor of the recoupment policy focusing on how and under what circumstances the company may recoup incentive or stock compensation; |
◾ |
Whether the company has chronic restatement history or material financial problems; |
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◾ |
Whether the company’s policy substantially addresses the concerns raised by the proponent; |
◾ |
Disclosure of recoupment of incentive or stock compensation from senior executives or lack thereof; or |
◾ |
Any other relevant factors. |
Severance Agreements for Executives/Golden Parachutes
|
General Recommendation: Vote for shareholder proposals requiring that golden parachutes or executive severance agreements be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. |
Vote case-by-case on proposals to ratify or cancel golden parachutes. An acceptable parachute should include, but is not limited to, the following:
◾ |
The triggering mechanism should be beyond the control of management; |
◾ |
The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in which the change of control occurs); |
◾ |
Change-in-control payments should be double-triggered, i.e., (1) after a change in control has taken place, and (2) termination of the executive as a result of the change in control. Change in control is defined as a change in the company ownership structure. |
Share Buyback Impact on Incentive Program Metrics
|
General Recommendation: Vote case-by-case on proposals requesting the company exclude the impact of share buybacks from the calculation of incentive program metrics, considering the following factors: |
◾ |
The frequency and timing of the company’s share buybacks; |
◾ |
The use of per-share metrics in incentive plans; |
◾ |
The effect of recent buybacks on incentive metric results and payouts; and |
◾ |
Whether there is any indication of metric result manipulation. |
Supplemental Executive Retirement Plans (SERPs)
|
General Recommendation: Generally vote for shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. |
Generally vote for shareholder proposals requesting to limit the executive benefits provided under the company’s supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executive’s annual salary or those pay elements covered for the general employee population.
Tax Gross-Up Proposals
|
General Recommendation: Generally vote for proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan, policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate tax equalization policy. |
Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity
|
General Recommendation: Vote case-by-case on shareholder proposals seeking a policy requiring termination of employment prior to severance payment and/or eliminating accelerated vesting of unvested equity. |
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The following factors will be considered:
◾ |
The company’s current treatment of equity upon employment termination and/or in change-in-control situations (i.e., vesting is double triggered and/or pro rata, does it allow for the assumption of equity by acquiring company, the treatment of performance shares, etc.); |
◾ |
Current employment agreements, including potential poor pay practices such as gross-ups embedded in those agreements. |
Generally vote for proposals seeking a policy that prohibits automatic acceleration of the vesting of equity awards to senior executives upon a voluntary termination of employment or in the event of a change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the award date and the change in control).
I S S G O V E R N A N C E . C O M | 57 of 75 |
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6. Routine/Miscellaneous
Adjourn Meeting
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General Recommendation: Generally vote against proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal. |
Vote for proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction. Vote against proposals if the wording is too vague or if the proposal includes “other business.”
Amend Quorum Requirements
|
General Recommendation: Vote against proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal. |
Amend Minor Bylaws
|
General Recommendation: Vote for bylaw or charter changes that are of a housekeeping nature (updates or corrections). |
Change Company Name
|
General Recommendation: Vote for proposals to change the corporate name unless there is compelling evidence that the change would adversely impact shareholder value. |
Change Date, Time, or Location of Annual Meeting
|
General Recommendation: Vote for management proposals to change the date, time, or location of the annual meeting unless the proposed change is unreasonable. |
Vote against shareholder proposals to change the date, time, or location of the annual meeting unless the current scheduling or location is unreasonable.
Other Business
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General Recommendation: Vote against proposals to approve other business when it appears as a voting item. |
I S S G O V E R N A N C E . C O M | 58 of 75 |
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7. Social and Environmental Issues
Global Approach
Issues covered under the policy include a wide range of topics, including consumer and product safety, environment and energy, labor standards and human rights, workplace and board diversity, and corporate political issues. While a variety of factors goes into each analysis, the overall principle guiding all vote recommendations focuses on how the proposal may enhance or protect shareholder value in either the short or long term.
|
General Recommendation: Generally vote case-by-case, examining primarily whether implementation of the proposal is likely to enhance or protect shareholder value. The following factors will be considered: |
◾ |
If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation; |
◾ |
If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
◾ |
Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive; |
◾ |
The company’s approach compared with any industry standard practices for addressing the issue(s) raised by the proposal; |
◾ |
Whether there are significant controversies, fines, penalties, or litigation associated with the company’s environmental or social practices; |
◾ |
If the proposal requests increased disclosure or greater transparency, whether reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and |
◾ |
If the proposal requests increased disclosure or greater transparency, whether implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
Endorsement of Principles
|
General Recommendation: Generally vote against proposals seeking a company’s endorsement of principles that support a particular public policy position. Endorsing a set of principles may require a company to take a stand on an issue that is beyond its own control and may limit its flexibility with respect to future developments. Management and the board should be afforded the flexibility to make decisions on specific public policy positions based on their own assessment of the most beneficial strategies for the company. |
Animal Welfare
Animal Welfare Policies
|
General Recommendation: Generally vote for proposals seeking a report on a company’s animal welfare standards, or animal welfare-related risks, unless: |
◾ |
The company has already published a set of animal welfare standards and monitors compliance; |
◾ |
The company’s standards are comparable to industry peers; and |
◾ |
There are no recent significant fines, litigation, or controversies related to the company’s and/or its suppliers’ treatment of animals. |
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Animal Testing
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General Recommendation: Generally vote against proposals to phase out the use of animals in product testing, unless: |
◾ |
The company is conducting animal testing programs that are unnecessary or not required by regulation; |
◾ |
The company is conducting animal testing when suitable alternatives are commonly accepted and used by industry peers; or |
◾ |
There are recent, significant fines or litigation related to the company’s treatment of animals. |
Animal Slaughter
|
General Recommendation: Generally vote against proposals requesting the implementation of Controlled Atmosphere Killing (CAK) methods at company and/or supplier operations unless such methods are required by legislation or generally accepted as the industry standard. |
Vote case-by-case on proposals requesting a report on the feasibility of implementing CAK methods at company and/or supplier operations considering the availability of existing research conducted by the company or industry groups on this topic and any fines or litigation related to current animal processing procedures at the company.
Consumer Issues
Genetically Modified Ingredients
|
General Recommendation: Generally vote against proposals requesting that a company voluntarily label genetically engineered (GE) ingredients in its products. The labeling of products with GE ingredients is best left to the appropriate regulatory authorities. |
Vote case-by-case on proposals asking for a report on the feasibility of labeling products containing GE ingredients, taking into account:
◾ |
The potential impact of such labeling on the company’s business; |
◾ |
The quality of the company’s disclosure on GE product labeling, related voluntary initiatives, and how this disclosure compares with industry peer disclosure; and |
◾ |
Company’s current disclosure on the feasibility of GE product labeling. |
Generally vote against proposals seeking a report on the social, health, and environmental effects of genetically modified organisms (GMOs). Studies of this sort are better undertaken by regulators and the scientific community.
Generally vote against proposals to eliminate GE ingredients from the company’s products, or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company’s products. Such decisions are more appropriately made by management with consideration of current regulations.
Reports on Potentially Controversial Business/Financial Practices
|
General Recommendation: Vote case-by-case on requests for reports on a company’s potentially controversial business or financial practices or products, taking into account: |
◾ |
Whether the company has adequately disclosed mechanisms in place to prevent abuses; |
◾ |
Whether the company has adequately disclosed the financial risks of the products/practices in question; |
◾ |
Whether the company has been subject to violations of related laws or serious controversies; and |
◾ |
Peer companies’ policies/practices in this area. |
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Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation
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General Recommendation: Generally vote against proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing practices. |
Vote case-by-case on proposals requesting that a company report on its product pricing or access to medicine policies, considering:
◾ |
The potential for reputational, market, and regulatory risk exposure; |
◾ |
Existing disclosure of relevant policies; |
◾ |
Deviation from established industry norms; |
◾ |
Relevant company initiatives to provide research and/or products to disadvantaged consumers; |
◾ |
Whether the proposal focuses on specific products or geographic regions; |
◾ |
The potential burden and scope of the requested report; |
◾ |
Recent significant controversies, litigation, or fines at the company. |
Generally vote for proposals requesting that a company report on the financial and legal impact of its prescription drug reimportation policies unless such information is already publicly disclosed.
Generally vote against proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation. Such matters are more appropriately the province of legislative activity and may place the company at a competitive disadvantage relative to its peers.
Product Safety and Toxic/Hazardous Materials
|
General Recommendation: Generally vote for proposals requesting that a company report on its policies, initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety in its supply chain, unless: |
◾ |
The company already discloses similar information through existing reports such as a supplier code of conduct and/or a sustainability report; |
◾ |
The company has formally committed to the implementation of a toxic/hazardous materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; and |
◾ |
The company has not been recently involved in relevant significant controversies, fines, or litigation. |
Vote case-by-case on resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic/hazardous materials, or evaluate and disclose the potential financial and legal risks associated with utilizing certain materials, considering:
◾ |
The company’s current level of disclosure regarding its product safety policies, initiatives, and oversight mechanisms; |
◾ |
Current regulations in the markets in which the company operates; and |
◾ |
Recent significant controversies, litigation, or fines stemming from toxic/hazardous materials at the company. |
Generally vote against resolutions requiring that a company reformulate its products.
Tobacco-Related Proposals
|
General Recommendation: Vote case-by-case on resolutions regarding the advertisement of tobacco products, considering: |
◾ |
Recent related fines, controversies, or significant litigation; |
◾ |
Whether the company complies with relevant laws and regulations on the marketing of tobacco; |
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◾ |
Whether the company’s advertising restrictions deviate from those of industry peers; |
◾ |
Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco to youth; and |
◾ |
Whether restrictions on marketing to youth extend to foreign countries. |
Vote case-by-case on proposals regarding second-hand smoke, considering;
◾ |
Whether the company complies with all laws and regulations; |
◾ |
The degree that voluntary restrictions beyond those mandated by law might hurt the company’s competitiveness; and |
◾ |
The risk of any health-related liabilities. |
Generally vote against resolutions to cease production of tobacco-related products, to avoid selling products to tobacco companies, to spin-off tobacco-related businesses, or prohibit investment in tobacco equities. Such business decisions are better left to company management or portfolio managers.
Generally vote against proposals regarding tobacco product warnings. Such decisions are better left to public health authorities.
Climate Change
Say on Climate (SoC) Management Proposals
|
General Recommendation: Vote case-by-case on management proposals that request shareholders to approve the company’s climate transition action plan22, taking into account the completeness and rigor of the plan. Information that will be considered where available includes the following: |
◾ |
The extent to which the company’s climate related disclosures are in line with TCFD recommendations and meet other market standards; |
◾ |
Disclosure of its operational and supply chain GHG emissions (Scopes 1, 2, and 3); |
◾ |
The completeness and rigor of company’s short-, medium-, and long-term targets for reducing operational and supply chain GHG emissions (Scopes 1, 2, and 3 if relevant); |
◾ |
Whether the company has sought and received third-party approval that its targets are science-based; |
◾ |
Whether the company has made a commitment to be “net zero” for operational and supply chain emissions (Scopes 1, 2, and 3) by 2050; |
◾ |
Whether the company discloses a commitment to report on the implementation of its plan in subsequent years; |
◾ |
Whether the company’s climate data has received third-party assurance; |
◾ |
Disclosure of how the company’s lobbying activities and its capital expenditures align with company strategy; |
◾ |
Whether there are specific industry decarbonization challenges; and |
◾ |
The company’s related commitment, disclosure, and performance compared to its industry peers. |
Say on Climate (SoC) Shareholder Proposals
|
General Recommendation: Vote case-by-case on shareholder proposals that request the company to disclose a report providing its GHG emissions levels and reduction targets and/or its upcoming/approved climate transition action plan and provide shareholders the opportunity to express approval or disapproval of its GHG emissions reduction plan, taking into account information such as the following: |
22 Variations of this request also include climate transition related ambitions, or commitment to reporting on the implementation of a climate plan.
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◾ |
The completeness and rigor of the company’s climate-related disclosure; |
◾ |
The company’s actual GHG emissions performance; |
◾ |
Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to its GHG emissions; and |
◾ |
Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive. |
Climate Change/Greenhouse Gas (GHG) Emissions
|
General Recommendation: Generally vote for resolutions requesting that a company disclose information on the financial, physical, or regulatory risks it faces related to climate change on its operations and investments or on how the company identifies, measures, and manages such risks, considering: |
◾ |
Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
◾ |
The company’s level of disclosure compared to industry peers; and |
◾ |
Whether there are significant controversies, fines, penalties, or litigation associated with the company’s climate change-related performance. |
Generally vote for proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:
◾ |
The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
◾ |
The company’s level of disclosure is comparable to that of industry peers; and |
◾ |
There are no significant, controversies, fines, penalties, or litigation associated with the company’s GHG |
emissions.
Vote case-by-case on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
◾ |
Whether the company provides disclosure of year-over-year GHG emissions performance data; |
◾ |
Whether company disclosure lags behind industry peers; |
◾ |
The company’s actual GHG emissions performance; |
◾ |
The company’s current GHG emission policies, oversight mechanisms, and related initiatives; and |
◾ |
Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
Energy Efficiency
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General Recommendation: Generally vote for proposals requesting that a company report on its energy efficiency policies, unless: |
◾ |
The company complies with applicable energy efficiency regulations and laws, and discloses its participation in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance measures; or |
◾ |
The proponent requests adoption of specific energy efficiency goals within specific timelines. |
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Renewable Energy
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General Recommendation: Generally vote for requests for reports on the feasibility of developing renewable energy resources unless the report would be duplicative of existing disclosure or irrelevant to the company’s line of business. |
Generally vote against proposals requesting that the company invest in renewable energy resources. Such decisions are best left to management’s evaluation of the feasibility and financial impact that such programs may have on the company.
Generally vote against proposals that call for the adoption of renewable energy goals, taking into account:
◾ |
The scope and structure of the proposal; |
◾ |
The company’s current level of disclosure on renewable energy use and GHG emissions; and |
◾ |
The company’s disclosure of policies, practices, and oversight implemented to manage GHG emissions and mitigate climate change risks. |
Diversity
Board Diversity
General Recommendation: Generally vote for requests for reports on a company’s efforts to diversify the board, unless: |
◾ |
The gender and racial minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; and |
◾ |
The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
Vote case-by-case on proposals asking a company to increase the gender and racial minority representation on its board, taking into account:
◾ |
The degree of existing gender and racial minority diversity on the company’s board and among its executive officers; |
◾ |
The level of gender and racial minority representation that exists at the company’s industry peers; |
◾ |
The company’s established process for addressing gender and racial minority board representation; |
◾ |
Whether the proposal includes an overly prescriptive request to amend nominating committee charter language; |
◾ |
The independence of the company’s nominating committee; |
◾ |
Whether the company uses an outside search firm to identify potential director nominees; and |
◾ |
Whether the company has had recent controversies, fines, or litigation regarding equal employment practices. |
Equality of Opportunity
|
General Recommendation: Generally vote for proposals requesting a company disclose its diversity policies or initiatives, or proposals requesting disclosure of a company’s comprehensive workforce diversity data, including requests for EEO-1 data, unless: |
◾ |
The company publicly discloses equal opportunity policies and initiatives in a comprehensive manner; |
◾ |
The company already publicly discloses comprehensive workforce diversity data; and |
◾ |
The company has no recent significant EEO-related violations or litigation. |
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Generally vote against proposals seeking information on the diversity efforts of suppliers and service providers. Such requests may pose a significant burden on the company.
Gender Identity, Sexual Orientation, and Domestic Partner Benefits
|
General Recommendation: Generally vote for proposals seeking to amend a company’s EEO statement or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would be unduly burdensome. |
Generally vote against proposals to extend company benefits to, or eliminate benefits from, domestic partners. Decisions regarding benefits should be left to the discretion of the company.
Gender, Race/Ethnicity Pay Gap
|
General Recommendation: Vote case-by-case on requests for reports on a company’s pay data by gender or race/ ethnicity, or a report on a company’s policies and goals to reduce any gender or race/ethnicity pay gaps, taking into account: |
◾ |
The company’s current policies and disclosure related to both its diversity and inclusion policies and practices and its compensation philosophy on fair and equitable compensation practices; |
◾ |
Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to gender, race, or ethnicity pay gap issues; |
◾ |
The company’s disclosure regarding gender, race, or ethnicity pay gap policies or initiatives compared to its industry peers; and |
◾ |
Local laws regarding categorization of race and/or ethnicity and definitions of ethnic and/or racial minorities. |
Racial Equity and/or Civil Rights Audit Guidelines
|
General Recommendation: Vote case-by-case on proposals asking a company to conduct an independent racial equity and/or civil rights audit, taking into account: |
◾ |
The company’s established process or framework for addressing racial inequity and discrimination internally; |
◾ |
Whether the company has issued a public statement related to its racial justice efforts in recent years, or has committed to internal policy review; |
◾ |
Whether the company has engaged with impacted communities, stakeholders, and civil rights experts, |
◾ |
The company’s track record in recent years of racial justice measures and outreach externally; |
◾ |
Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to racial inequity or discrimination; and |
◾ |
Whether the company’s actions are aligned with market norms on civil rights, and racial or ethnic diversity. |
Environment and Sustainability
Facility and Workplace Safety
|
General Recommendation: Vote case-by-case on requests for workplace safety reports, including reports on accident risk reduction efforts, taking into account: |
◾ |
The company’s current level of disclosure of its workplace health and safety performance data, health and safety management policies, initiatives, and oversight mechanisms; |
◾ |
The nature of the company’s business, specifically regarding company and employee exposure to health and safety risks; |
◾ |
Recent significant controversies, fines, or violations related to workplace health and safety; and |
◾ |
The company’s workplace health and safety performance relative to industry peers. |
I S S G O V E R N A N C E . C O M | 65 of 75 |
B-65
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
Vote case-by-case on resolutions requesting that a company report on safety and/or security risks associated with its operations and/or facilities, considering:
◾ |
The company’s compliance with applicable regulations and guidelines; |
◾ |
The company’s current level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and |
◾ |
The existence of recent, significant violations, fines, or controversy regarding the safety and security of the company’s operations and/or facilities. |
General Environmental Proposals and Community Impact Assessments
|
General Recommendation: Vote case-by-case on requests for reports on policies and/or the potential (community) social and/or environmental impact of company operations, considering: |
◾ |
Current disclosure of applicable policies and risk assessment report(s) and risk management procedures; |
◾ |
The impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be associated with failure to manage the company’s operations in question, including the management of relevant community and stakeholder relations; |
◾ |
The nature, purpose, and scope of the company’s operations in the specific region(s); |
◾ |
The degree to which company policies and procedures are consistent with industry norms; and |
◾ |
The scope of the resolution. |
Hydraulic Fracturing
|
General Recommendation: Generally vote for proposals requesting greater disclosure of a company’s (natural gas) hydraulic fracturing operations, including measures the company has taken to manage and mitigate the potential community and environmental impacts of those operations, considering: |
◾ |
The company’s current level of disclosure of relevant policies and oversight mechanisms; |
◾ |
The company’s current level of such disclosure relative to its industry peers; |
◾ |
Potential relevant local, state, or national regulatory developments; and |
◾ |
Controversies, fines, or litigation related to the company’s hydraulic fracturing operations. |
Operations in Protected Areas
|
General Recommendation: Generally vote for requests for reports on potential environmental damage as a result of company operations in protected regions, unless: |
◾ |
Operations in the specified regions are not permitted by current laws or regulations; |
◾ |
The company does not currently have operations or plans to develop operations in these protected regions; or |
◾ |
The company’s disclosure of its operations and environmental policies in these regions is comparable to industry peers. |
Recycling
|
General Recommendation: Vote case-by-case on proposals to report on an existing recycling program, or adopt a new recycling program, taking into account: |
◾ |
The nature of the company’s business; |
◾ |
The current level of disclosure of the company’s existing related programs; |
◾ |
The timetable and methods of program implementation prescribed by the proposal; |
◾ |
The company’s ability to address the issues raised in the proposal; and |
◾ |
How the company’s recycling programs compare to similar programs of its industry peers. |
I S S G O V E R N A N C E . C O M | 66 of 75 |
B-66
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Sustainability Reporting
|
General Recommendation: Generally vote for proposals requesting that a company report on its policies, initiatives, and oversight mechanisms related to social, economic, and environmental sustainability, unless: |
◾ |
The company already discloses similar information through existing reports or policies such as an environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity report; or |
◾ |
The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame. |
Water Issues
|
General Recommendation: Vote case-by-case on proposals requesting a company report on, or adopt a new policy on, water-related risks and concerns, taking into account: |
◾ |
The company’s current disclosure of relevant policies, initiatives, oversight mechanisms, and water usage metrics; |
◾ |
Whether or not the company’s existing water-related policies and practices are consistent with relevant internationally recognized standards and national/local regulations; |
◾ |
The potential financial impact or risk to the company associated with water-related concerns or issues; and |
◾ |
Recent, significant company controversies, fines, or litigation regarding water use by the company and its suppliers. |
General Corporate Issues
Charitable Contributions
|
General Recommendation: Vote against proposals restricting a company from making charitable contributions. Charitable contributions are generally useful for assisting worthwhile causes and for creating goodwill in the community. In the absence of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions are in the best interests of the company. |
Data Security, Privacy, and Internet Issues
|
General Recommendation: Vote case-by-case on proposals requesting the disclosure or implementation of data security, privacy, or information access and management policies and procedures, considering: |
◾ |
The level of disclosure of company policies and procedures relating to data security, privacy, freedom of speech, information access and management, and Internet censorship; |
◾ |
Engagement in dialogue with governments or relevant groups with respect to data security, privacy, or the free flow of information on the Internet; |
◾ |
The scope of business involvement and of investment in countries whose governments censor or monitor the Internet and other telecommunications; |
◾ |
Applicable market-specific laws or regulations that may be imposed on the company; and |
◾ |
Controversies, fines, or litigation related to data security, privacy, freedom of speech, or Internet censorship. |
Environmental, Social, and Governance (ESG) Compensation-Related Proposals
|
General Recommendation: Vote case-by-case on proposals to link, or report on linking, executive compensation to sustainability (environmental and social) criteria, considering: |
◾ |
The scope and prescriptive nature of the proposal; |
◾ |
Whether the company has significant and/or persistent controversies or regulatory violations regarding social and/or environmental issues; |
I S S G O V E R N A N C E . C O M | 67 of 75 |
B-67
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Whether the company has management systems and oversight mechanisms in place regarding its social and environmental performance; |
◾ |
The degree to which industry peers have incorporated similar non-financial performance criteria in their executive compensation practices; and |
◾ |
The company’s current level of disclosure regarding its environmental and social performance. |
Human Rights, Human Capital Management, and International Operations
Human Rights Proposals
|
General Recommendation: Generally vote for proposals requesting a report on company or company supplier labor and/or human rights standards and policies unless such information is already publicly disclosed. |
Vote case-by-case on proposals to implement company or company supplier labor and/or human rights standards and policies, considering:
◾ |
The degree to which existing relevant policies and practices are disclosed; |
◾ |
Whether or not existing relevant policies are consistent with internationally recognized standards; |
◾ |
Whether company facilities and those of its suppliers are monitored and how; |
◾ |
Company participation in fair labor organizations or other internationally recognized human rights initiatives; |
◾ |
Scope and nature of business conducted in markets known to have higher risk of workplace labor/human rights abuse; |
◾ |
Recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers; |
◾ |
The scope of the request; and |
◾ |
Deviation from industry sector peer company standards and practices. |
Vote case-by-case on proposals requesting that a company conduct an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights risk assessment process, considering:
◾ |
The degree to which existing relevant policies and practices are disclosed, including information on the implementation of these policies and any related oversight mechanisms; |
◾ |
The company’s industry and whether the company or its suppliers operate in countries or areas where there is a history of human rights concerns; |
◾ |
Recent significant controversies, fines, or litigation regarding human rights involving the company or its suppliers, and whether the company has taken remedial steps; and |
◾ |
Whether the proposal is unduly burdensome or overly prescriptive. |
Mandatory Arbitration
|
General Recommendation: Vote case-by-case on requests for a report on a company’s use of mandatory arbitration on employment-related claims, taking into account: |
◾ |
The company’s current policies and practices related to the use of mandatory arbitration agreements on workplace claims; |
◾ |
Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to the use of mandatory arbitration agreements on workplace claims; and |
◾ |
The company’s disclosure of its policies and practices related to the use of mandatory arbitration agreements compared to its peers. |
I S S G O V E R N A N C E . C O M | 68 of 75 |
B-68
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Operations in High Risk Markets
|
General Recommendation: Vote case-by-case on requests for a report on a company’s potential financial and reputational risks associated with operations in “high-risk” markets, such as a terrorism-sponsoring state or politically/socially unstable region, taking into account: |
◾ |
The nature, purpose, and scope of the operations and business involved that could be affected by social or political disruption; |
◾ |
Current disclosure of applicable risk assessment(s) and risk management procedures; |
◾ |
Compliance with U.S. sanctions and laws; |
◾ |
Consideration of other international policies, standards, and laws; and |
◾ |
Whether the company has been recently involved in recent, significant controversies, fines, or litigation related to its operations in “high-risk” markets. |
Outsourcing/Offshoring
|
General Recommendation: Vote case-by-case on proposals calling for companies to report on the risks associated with outsourcing/plant closures, considering: |
◾ |
Controversies surrounding operations in the relevant market(s); |
◾ |
The value of the requested report to shareholders; |
◾ |
The company’s current level of disclosure of relevant information on outsourcing and plant closure procedures; and |
◾ |
The company’s existing human rights standards relative to industry peers. |
Sexual Harassment
|
General Recommendation: Vote case-by-case on requests for a report on company actions taken to strengthen policies and oversight to prevent workplace sexual harassment, or a report on risks posed by a company’s failure to prevent workplace sexual harassment, taking into account: |
◾ |
The company’s current policies, practices, oversight mechanisms related to preventing workplace sexual harassment; |
◾ |
Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to workplace sexual harassment issues; and |
◾ |
The company’s disclosure regarding workplace sexual harassment policies or initiatives compared to its industry peers. |
Weapons and Military Sales
|
General Recommendation: Vote against reports on foreign military sales or offsets. Such disclosures may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign military sales. |
Generally vote against proposals asking a company to cease production or report on the risks associated with the use of depleted uranium munitions or nuclear weapons components and delivery systems, including disengaging from current and proposed contracts. Such contracts are monitored by government agencies, serve multiple military and non-military uses, and withdrawal from these contracts could have a negative impact on the company’s business.
I S S G O V E R N A N C E . C O M | 69 of 75 |
B-69
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Political Activities
Lobbying
|
General Recommendation: Vote case-by-case on proposals requesting information on a company’s lobbying (including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering: |
◾ |
The company’s current disclosure of relevant lobbying policies, and management and board oversight; |
◾ |
The company’s disclosure regarding trade associations or other groups that it supports, or is a member of, that engage in lobbying activities; and |
◾ |
Recent significant controversies, fines, or litigation regarding the company’s lobbying-related activities. |
Political Contributions
|
General Recommendation: Generally vote for proposals requesting greater disclosure of a company’s political contributions and trade association spending policies and activities, considering: |
◾ |
The company’s policies, and management and board oversight related to its direct political contributions and payments to trade associations or other groups that may be used for political purposes; |
◾ |
The company’s disclosure regarding its support of, and participation in, trade associations or other groups that may make political contributions; and |
◾ |
Recent significant controversies, fines, or litigation related to the company’s political contributions or political activities. |
Vote against proposals barring a company from making political contributions. Businesses are affected by legislation at the federal, state, and local level; barring political contributions can put the company at a competitive disadvantage.
Vote against proposals to publish in newspapers and other media a company’s political contributions. Such publications could present significant cost to the company without providing commensurate value to shareholders.
Political Ties
|
General Recommendation: Generally vote against proposals asking a company to affirm political nonpartisanship in the workplace, so long as: |
◾ |
There are no recent, significant controversies, fines, or litigation regarding the company’s political contributions or trade association spending; and |
◾ |
The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibit coercion. |
Vote against proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to prepare without providing any meaningful information to shareholders.
I S S G O V E R N A N C E . C O M | 70 of 75 |
B-70
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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8. Mutual Fund Proxies
Election of Directors
|
General Recommendation: Vote case-by-case on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of this committee. |
Closed End Funds- Unilateral Opt-In to Control Share Acquisition Statutes
|
General Recommendation: For closed-end management investment companies (CEFs), vote against or withhold from nominating/governance committee members (or other directors on a case-by-case basis) at CEFs that have not provided a compelling rationale for opting-in to a Control Share Acquisition statute, nor submitted a by-law amendment to a shareholder vote. |
Converting Closed-end Fund to Open-end Fund
|
General Recommendation: Vote case-by-case on conversion proposals, considering the following factors: |
◾ |
Past performance as a closed-end fund; |
◾ |
Market in which the fund invests; |
◾ |
Measures taken by the board to address the discount; and |
◾ |
Past shareholder activism, board activity, and votes on related proposals. |
Proxy Contests
|
General Recommendation: Vote case-by-case on proxy contests, considering the following factors: |
◾ |
Past performance relative to its peers; |
◾ |
Market in which the fund invests; |
◾ |
Measures taken by the board to address the issues; |
◾ |
Past shareholder activism, board activity, and votes on related proposals; |
◾ |
Strategy of the incumbents versus the dissidents; |
◾ |
Independence of directors; |
◾ |
Experience and skills of director candidates; |
◾ |
Governance profile of the company; |
◾ |
Evidence of management entrenchment. |
Investment Advisory Agreements
|
General Recommendation: Vote case-by-case on investment advisory agreements, considering the following factors: |
◾ |
Proposed and current fee schedules; |
◾ |
Fund category/investment objective; |
◾ |
Performance benchmarks; |
◾ |
Share price performance as compared with peers; |
◾ |
Resulting fees relative to peers; |
◾ |
Assignments (where the advisor undergoes a change of control). |
Approving New Classes or Series of Shares
|
General Recommendation: Vote for the establishment of new classes or series of shares. |
I S S G O V E R N A N C E . C O M | 71 of 75 |
B-71
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Preferred Stock Proposals
|
General Recommendation: Vote case-by-case on the authorization for or increase in preferred shares, considering the following factors: |
◾ |
Stated specific financing purpose; |
◾ |
Possible dilution for common shares; |
◾ |
Whether the shares can be used for antitakeover purposes. |
1940 Act Policies
|
General Recommendation: Vote case-by-case on policies under the Investment Advisor Act of 1940, considering the following factors: |
◾ |
Potential competitiveness; |
◾ |
Regulatory developments; |
◾ |
Current and potential returns; and |
◾ |
Current and potential risk. |
Generally vote for these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation.
Changing a Fundamental Restriction to a Nonfundamental Restriction
|
General Recommendation: Vote case-by-case on proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors: |
◾ |
The fund’s target investments; |
◾ |
The reasons given by the fund for the change; and |
◾ |
The projected impact of the change on the portfolio. |
Change Fundamental Investment Objective to Nonfundamental
|
General Recommendation: Vote against proposals to change a fund’s fundamental investment objective to non-fundamental. |
Name Change Proposals
|
General Recommendation: Vote case-by-case on name change proposals, considering the following factors: |
◾ |
Political/economic changes in the target market; |
◾ |
Consolidation in the target market; and |
◾ |
Current asset composition. |
Change in Fund’s Subclassification
|
General Recommendation: Vote case-by-case on changes in a fund’s sub-classification, considering the following factors: |
◾ |
Potential competitiveness; |
◾ |
Current and potential returns; |
◾ |
Risk of concentration; |
◾ |
Consolidation in target industry. |
I S S G O V E R N A N C E . C O M | 72 of 75 |
B-72
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value
|
General Recommendation: Vote for proposals authorizing the board to issue shares below Net Asset Value (NAV) if: |
◾ |
The proposal to allow share issuances below NAV has an expiration date no more than one year from the date shareholders approve the underlying proposal, as required under the Investment Company Act of 1940; |
◾ |
The sale is deemed to be in the best interests of shareholders by (1) a majority of the company’s independent directors and (2) a majority of the company’s directors who have no financial interest in the issuance; and |
◾ |
The company has demonstrated responsible past use of share issuances by either: |
◾ |
Outperforming peers in its 8-digit GICS group as measured by one- and three-year median TSRs; or |
◾ |
Providing disclosure that its past share issuances were priced at levels that resulted in only small or moderate discounts to NAV and economic dilution to existing non-participating shareholders. |
Disposition of Assets/Termination/Liquidation
|
General Recommendation: Vote case-by-case on proposals to dispose of assets, to terminate or liquidate, considering the following factors: |
◾ |
Strategies employed to salvage the company; |
◾ |
The fund’s past performance; |
◾ |
The terms of the liquidation. |
Changes to the Charter Document
|
General Recommendation: Vote case-by-case on changes to the charter document, considering the following factors: |
◾ |
The degree of change implied by the proposal; |
◾ |
The efficiencies that could result; |
◾ |
The state of incorporation; |
◾ |
Regulatory standards and implications. |
Vote against any of the following changes:
◾ |
Removal of shareholder approval requirement to reorganize or terminate the trust or any of its series; |
◾ |
Removal of shareholder approval requirement for amendments to the new declaration of trust; |
◾ |
Removal of shareholder approval requirement to amend the fund’s management contract, allowing the contract to be modified by the investment manager and the trust management, as permitted by the 1940 Act; |
◾ |
Allow the trustees to impose other fees in addition to sales charges on investment in a fund, such as deferred sales charges and redemption fees that may be imposed upon redemption of a fund’s shares; |
◾ |
Removal of shareholder approval requirement to engage in and terminate subadvisory arrangements; |
◾ |
Removal of shareholder approval requirement to change the domicile of the fund. |
Changing the Domicile of a Fund
|
General Recommendation: Vote case-by-case on re-incorporations, considering the following factors: |
◾ |
Regulations of both states; |
◾ |
Required fundamental policies of both states; |
◾ |
The increased flexibility available. |
Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval
|
General Recommendation: Vote against proposals authorizing the board to hire or terminate subadvisers without shareholder approval if the investment adviser currently employs only one subadviser. |
I S S G O V E R N A N C E . C O M | 73 of 75 |
B-73
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Distribution Agreements
|
General Recommendation: Vote case-by-case on distribution agreement proposals, considering the following factors: |
◾ |
Fees charged to comparably sized funds with similar objectives; |
◾ |
The proposed distributor’s reputation and past performance; |
◾ |
The competitiveness of the fund in the industry; |
◾ |
The terms of the agreement. |
Master-Feeder Structure
|
General Recommendation: Vote for the establishment of a master-feeder structure. |
Mergers
|
General Recommendation: Vote case-by-case on merger proposals, considering the following factors: |
◾ |
Resulting fee structure; |
◾ |
Performance of both funds; |
◾ |
Continuity of management personnel; |
◾ |
Changes in corporate governance and their impact on shareholder rights. |
Shareholder Proposals for Mutual Funds
Establish Director Ownership Requirement
|
General Recommendation: Generally vote against shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. |
Reimburse Shareholder for Expenses Incurred
|
General Recommendation: Vote case-by-case on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote for the reimbursement of the proxy solicitation expenses. |
Terminate the Investment Advisor
|
General Recommendation: Vote case-by-case on proposals to terminate the investment advisor, considering the following factors: |
◾ |
Performance of the fund’s Net Asset Value (NAV); |
◾ |
The fund’s history of shareholder relations; |
◾ |
The performance of other funds under the advisor’s management. |
I S S G O V E R N A N C E . C O M | 74 of 75 |
B-74
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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G E T S T A R T E D W I T H I S S S O L U T I O N S
Email sales@issgovernance.com or visit issgovernance.com for more information.
Founded in 1985, the Institutional Shareholder Services group of companies (“ISS”) is the world’s leading provider of corporate governance and responsible investment solutions alongside fund intelligence and services, events, and editorial content for institutional investors, globally. ISS’ solutions include objective governance research and recommendations; responsible investment data, analytics, and research; end-to-end proxy voting and distribution solutions; turnkey securities class-action claims management (provided by Securities Class Action Services, LLC); reliable global governance data and modeling tools; asset management intelligence, portfolio execution and monitoring, fund services, and media. Clients rely on ISS’ expertise to help them make informed investment decisions.
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The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.
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© 2021 | Institutional Shareholder Services and/or its affiliates
I S S G O V E R N A N C E . C O M | 75 of 75 |
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MAI-FIPS-0122D |
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January 31, 2022 |
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Nuveen Floating Rate Income Fund |
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Ticker Symbols: Class A—NFRAX, Class C—NFFCX, Class R6—NFRFX, Class I—NFRIX |
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Nuveen High Yield Income Fund |
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Ticker Symbols: Class A—NCOAX, Class C—NCFCX, Class R6—NCSRX, Class I—NCOIX |
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STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information (“SAI”) is not a prospectus. This SAI relates to, and should be read in conjunction with, the Prospectus dated January 31, 2022 for Nuveen Floating Rate Income Fund and Nuveen High Yield Income Fund (each, a “Fund,” and collectively, the “Funds”), each a series of Nuveen Investment Trust III. A Prospectus may be obtained without charge from certain securities representatives, banks and other financial institutions that have entered into sales agreements with Nuveen Securities, LLC (the “Distributor”), or from a Fund, by written request to the applicable Fund, c/o Nuveen Funds, P.O. Box 219140, Kansas City, Missouri 64121-9140, or by calling (800) 257-8787.
The audited financial statements for each Fund’s most recent fiscal year appear in the Fund’s Annual Report dated September 30, 2021, which is incorporated herein by reference and is available without charge by calling (800) 257-8787.
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Additional Payments to Financial Intermediaries and Other Payments |
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Appendix B – ISS United States Proxy Voting Guidelines |
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GENERAL INFORMATION
The Funds are diversified series of Nuveen Investment Trust III (the “Trust”), an open-end management investment company organized as a Massachusetts business trust on August 20, 1998. Each series of the Trust represents shares of beneficial interest in a separate portfolio of securities and other assets, with its own objective(s) and policies. Currently, two series of the Trust are authorized and outstanding. Nuveen Floating Rate Income Fund was formerly named Nuveen Symphony Floating Rate Income Fund. Nuveen High Yield Income Fund was formerly named Nuveen Symphony High Yield Income Fund and Nuveen Symphony Credit Opportunities Fund. The Funds’ investment adviser is Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors” or the “Adviser”). The Funds’ sub-adviser is Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”).
Nuveen Fund Advisors and its affiliate, Teachers Advisors, LLC (“TAL”), are both wholly owned subsidiaries of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). As a result of their common ownership by Nuveen, LLC and, ultimately, TIAA, Nuveen Fund Advisors and TAL are considered affiliated persons under common control, and the registered investment companies managed by each are considered to be part of the same group of investment companies.
Certain matters under the Investment Company Act of 1940, as amended (the “1940 Act”), which must be submitted to a vote of the holders of the outstanding voting securities of a series, shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting shares of each series affected by such matter.
INVESTMENT RESTRICTIONS
The investment objective(s) and certain investment policies of each Fund are described in the Prospectus for the Funds. Each Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the Fund’s outstanding voting shares:
(1) With respect to 75% of its total assets, purchase the securities of any issuer (except securities issued or guaranteed by the United States government or any agency or instrumentality thereof) if as a result (i) more than 5% of the Fund’s total assets would be invested in securities of that issuer or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.
(2) Borrow money, except as permitted by the 1940 Act and exemptive orders granted thereunder.
(3) Issue senior securities as defined in the 1940 Act, except as permitted by the 1940 Act.
(4) Underwrite any issue of securities, except to the extent that the purchase or sale of securities in accordance with its investment objective, policies and limitations, may be deemed to be an underwriting.
(5) Purchase or sell real estate, but this shall not prevent any Fund from investing in securities secured by real estate or interests therein or foreclosing upon and selling such security.
(6) Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments; but this restriction shall not prohibit a Fund from investing in options on commodity indices, commodity futures contracts and options thereon, commodity-related swap agreements, other commodity-related derivative instruments, and investment companies that provide exposure to commodities.
(7) Make loans, except as permitted by the 1940 Act and exemptive orders granted thereunder.
(8) Invest more than 25% of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to securities issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities.
Except with respect to the limitation set forth in number (2) above, the foregoing restrictions and limitations will apply only at the time of purchase of securities, and the percentage limitations will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities, unless otherwise indicated.
For purposes of applying the limitations set forth in numbers (2) and (3) above, under the 1940 Act as currently in effect, a Fund is not permitted to issue senior securities, except that the Fund may borrow
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from any bank if immediately after such borrowing the value of the Fund’s total assets is at least 300% of the principal amount of all of the Fund’s borrowings (i.e., the principal amount of the borrowings may not exceed 33⅓% of the Fund’s total assets). In the event that such asset coverage shall at any time fall below 300%, the Fund shall, within three calendar days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of such borrowing shall be at least 300%. No exemptive orders have been issued with respect to the limitation set forth in number (2).
For purposes of applying the limitation set forth in number (7) above, there are no limitations with respect to unsecured loans made by a Fund to an unaffiliated party. However, if a Fund loans its portfolio securities, the obligation on the part of the Fund to return collateral upon termination of the loan could be deemed to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid violation of Section 18(f), the Fund may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value (at market value computed at the time of making a loan) would be on loan. No exemptive orders have been issued with respect to the limitation set forth in number (7).
For purposes of applying the limitation set forth in number (8) above, issuers of the following securities will not be considered to be members of any industry: securities of the U.S. government and its agencies or instrumentalities; except as set forth in the following sentence, tax-exempt securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. To the extent that the income from a municipal bond is derived principally from the assets and revenues of non-governmental users, the securities will be deemed to be from the industry of that non-governmental user. To the extent a Fund invests in other investment companies, it will consider the investments of the underlying investment companies when determining compliance with the limitation set forth in number (8) above, to the extent the Fund has sufficient information about such investments. For purposes of this limitation, all sovereign debt of a single country will be considered investments in a single industry.
Where a security is guaranteed by a governmental entity or some other facility, such as a bank guarantee or letter of credit, such a guarantee or letter of credit would be considered a separate security and would be treated as an issue of such government, other entity or bank. Where a security is insured by bond insurance, it shall not be considered a security issued or guaranteed by the insurer; instead the issuer of such security will be determined in accordance with the principles set forth above. The foregoing restrictions do not limit the percentage of a Fund’s assets that may be invested in securities insured by any single insurer.
The foregoing fundamental investment policies, together with the investment objective(s) of each of the Funds, cannot be changed without approval by holders of a “majority of the Fund’s outstanding voting shares.” As defined in the 1940 Act, this means the vote of (i) 67% or more of a Fund’s shares present at a meeting, if the holders of more than 50% of the Fund’s shares are present or represented by proxy, or (ii) more than 50% of a Fund’s shares, whichever is less.
In addition to the foregoing fundamental investment policies, each Fund is also subject to the following non-fundamental restrictions and policies, which may be changed by the Board of Trustees.
A Fund may not:
(1) Acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments.
(2) Acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on subparagraph (F) or subparagraph (G) of Section 12(d)(1) of the 1940 Act.
(3) Invest directly in futures, options on futures and swaps to the extent that the Adviser would be required to register with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator. See “Investment Policies and Techniques—Derivatives—Limitations on the Use of CFTC-Regulated Futures, Options on Futures and Swaps.”
For purposes of number (1) above, each Fund will monitor portfolio liquidity on an ongoing basis and, in the event that more than 15% of a Fund’s net assets are invested in illiquid investments, the Fund will reduce such holdings to at or below the 15% limit within a reasonable period of time. The term “illiquid investments” has the same meaning as given in Rule 22e-4 under the 1940 Act and associated guidance.
Each Fund has adopted a non-fundamental investment policy pursuant to Rule 35d-1 under the 1940 Act (a “Name Policy”). Nuveen Floating Rate Income Fund, under normal market conditions, will invest at
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least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in floating rate securities. Floating rate securities are defined to include floating rate loans, other floating rate debt securities, money market securities and shares of money market and short-term bond funds. Nuveen High Yield Income Fund, under normal circumstances, will invest at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in debt instruments (e.g., bonds and loans) rated below investment grade or, if unrated, deemed by the Fund’s portfolio managers to be of comparable quality. As a result, each Fund must provide shareholders with a notice meeting the requirements of Rule 35d-1(c) at least 60 days prior to any change of the Fund’s Name Policy. The Funds will consider both direct investments and indirect investments (e.g., investments in other investment companies, derivatives and synthetic instruments with economic characteristics similar to the direct investments that meet the Name Policy) when determining compliance with the Name Policy. For purposes of the Name Policy, a Fund will value eligible derivatives at fair value or market value instead of notional value.
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Funds’ investment objectives, principal investment strategies, policies and techniques that appears in the Prospectus for the Funds. Additional information concerning principal investment strategies of the Funds, and other investment strategies that may be used by the Funds, is set forth below in alphabetical order.
If a percentage limitation on investments by a Fund stated in this SAI or its Prospectus is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in asset value will not be deemed to violate the limitation except in the case of the limitations on borrowing. To the extent a Fund is limited to investing in securities with specified ratings or of a certain credit quality, the Fund is not required to sell a security if its rating is reduced or its credit quality declines after purchase, but may consider doing so. In connection with a Fund’s ratings restrictions, any reference in this SAI or the Prospectus to a specific rating encompasses all gradations of that rating (e.g., if this SAI or the Prospectus states that a Fund may invest in securities rated as low as B, the Fund may invest in securities rated B-). Descriptions of the rating categories of Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”), Fitch, Inc. (“Fitch”) and Moody’s Investors Service, Inc. (“Moody’s”) are contained in Appendix A. The descriptions in Appendix A are provided for illustrative purposes only. A Fund may consider ratings given by Standard & Poor’s, Fitch, Moody’s or any other Nationally Recognized Statistical Rating Organization (“NRSRO”) or, for unrated securities, ratings assigned by the Sub-Adviser, when determining whether it is in compliance with the ratings and credit quality limitations on investments by the Fund stated in this SAI or the Prospectus.
References in this section to the Adviser also apply, to the extent applicable, to the Sub-Adviser of the Funds.
Asset Coverage Requirements
Consistent with the Securities and Exchange Commission ("SEC") staff guidance, a Fund will only engage in transactions that expose it to an obligation to another party if it owns either (a) an offsetting position for the same type of financial asset or (b) cash or liquid securities, designated on the Fund’s books or held in a segregated account, with a value sufficient at all times to cover its potential obligations not covered as provided in (a). Examples of transactions governed by these asset coverage requirements include, for example, options, futures contracts and options on futures contracts, forward currency contracts, short sales, swaps and when-issued and delayed delivery transactions. Assets used as offsetting positions, designated on a Fund’s books, or held in a segregated account cannot be sold while the positions requiring cover are open unless replaced with other appropriate assets. As a result, the commitment of a large portion of assets to be used as offsetting positions or to be designated or segregated in such a manner could impede portfolio management or the ability to meet redemption requests or other current obligations.
To the extent a Fund writes a credit default swap, the Fund must set aside or earmark liquid assets equal to such contracts’ full notional value (generally, the total numerical value of the asset underlying a credit default swap at the time of valuation) while the positions are open. In the case of long positions in futures contracts that are not contractually required to cash settle, a Fund may set aside or earmark liquid assets or enter into offsetting positions equal to such contracts’ full notional value, less any margin on deposit for liquid assets, while the positions are open. In the case of short positions in futures contracts that are not contractually required to cash settle, a Fund may set aside or earmark liquid assets or enter
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into offsetting positions equal to such contracts’ current market value, less any margin on deposit for liquid assets, while the positions are open. With respect to futures contracts that are contractually required to cash settle, however, a Fund is permitted to set aside or earmark liquid assets or enter into an offsetting position in an amount equal to the Fund’s daily mark-to-market net obligation (i.e., the Fund’s daily net liability) under the contracts, if any, rather than such contracts’ full notional value. By setting aside or earmarking assets equal to only its net obligations under cash-settled futures contracts, a Fund may employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts.
The SEC recently adopted new Rule 18f-4 under the 1940 Act, which imposes limits on the amount of derivatives a Fund can enter into and replaces the asset segregation framework previously used by the Funds to comply with Section 18 of the 1940 Act, among other requirements. The Funds will comply with the new rule’s asset segregation framework and other requirements upon the SEC’s compliance date in 2022.
The Funds reserve the right to modify their policies in the future to comply with any changes in the positions from time to time articulated by the SEC or its staff, such as the SEC’s recently adopted Rule 18f-4, regarding asset segregation.
Borrowing
Joint Credit Agreement
The Funds, along with certain other funds managed by the Adviser (“Participating Funds”), are parties to a 364-day, approximately $2.635 billion credit agreement with a group of lenders (the “Credit Agreement”), which expires in June 2022, unless extended or renewed. The Funds may borrow under the Credit Agreement to meet shareholder redemptions and for other lawful temporary purposes. Borrowing results in interest expense and being a Participating Fund results in other fees and expenses, which may increase a Fund’s net expenses and reduce the Fund’s return. In addition, borrowing by a Fund may create leverage by increasing a Fund’s investment exposure. This will result in any changes in the Fund’s net asset value, either positive or negative, being greater than they would have been if the Fund had not borrowed. Participating Funds have been allocated different first priority portions of the committed amount of the credit facility based primarily on the expected likelihood and extent of the need to borrow under the Credit Agreement. Administration, legal, arrangement, upfront and undrawn fees under the Credit Agreement are allocated among Participating Funds based upon these first priority portions of the aggregate commitment available to them and other factors deemed relevant by the Adviser and the Board of each Participating Fund, while fees on any amounts drawn by a Participating Fund under the Credit Agreement are borne by that Participating Fund.
Inter-Fund Borrowing and Lending
The SEC has granted an exemptive order permitting registered open-end and closed-end Nuveen Funds to participate in an inter-fund lending facility whereby the Nuveen Funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests or when a sale of securities “fails,” resulting in an unanticipated cash shortfall) (the “Inter-Fund Program”). The closed-end Nuveen Funds will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no Nuveen Fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no Nuveen Fund may borrow on an unsecured basis through the Inter-Fund Program unless the Nuveen Fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing Nuveen Fund has a secured borrowing outstanding from any other lender, including but not limited to another Nuveen Fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a Nuveen Fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the Nuveen Fund may borrow through the inter-fund loan on a secured basis only; (4) no Nuveen Fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a Nuveen Fund’s inter-fund loans to any one Nuveen Fund shall not exceed 5% of the lending Nuveen Fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business day’s notice by a lending Nuveen Fund and may
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be repaid on any day by a borrowing Nuveen Fund. In addition, a Nuveen Fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the Nuveen Fund’s investment objective(s) and investment policies. The Board of Trustees of the Nuveen Funds is responsible for overseeing the Inter-Fund Program.
The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a Fund borrows money from another Nuveen Fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the Fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another Nuveen Fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
Cash Equivalents and Short-Term Investments
The Funds may hold assets in cash or cash equivalents, money market funds and short-term taxable fixed income securities in such proportions as warranted by prevailing market conditions and each Fund’s principal investment strategies. For temporary defensive purposes or during periods of high cash inflows or outflows, the Funds may invest up to 100% of their net assets in such holdings. During such periods, a Fund may not be able to achieve its investment objective(s). The Funds may only invest in short-term taxable fixed income securities with a maturity of one year or less and whose issuers have a long-term rating of at least A- or higher by Standard & Poor’s, A3 or higher by Moody’s or A- or higher by Fitch. Although Nuveen Floating Rate Income Fund generally invests a substantial portion of its assets in securities which are rated below investment grade or deemed to be of comparable quality, Nuveen Floating Rate Income Fund also may invest in high-quality short-term investments and cash equivalents, referred to in the Prospectus as “money market securities.” Money market securities include short-term taxable fixed income securities with a maturity of one year or less which are rated at least A-2 or higher by Standard & Poor’s, Prime-2 or higher by Moody’s or F2 or higher by Fitch, or if unrated, are in the opinion of the portfolio managers, of comparable quality or, if the security does not have a short-term rating, whose issuer has a long-term rating of at least A or higher from Standard & Poor’s, Moody’s or Fitch. Short-term taxable fixed income securities are defined to include, without limitation, the following:
(1) U.S. Government Securities. Each Fund may invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government agency securities include securities issued by (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and credit of the United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association, whose securities are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate. In addition, a Fund may invest in sovereign debt obligations of non-U.S. countries. A sovereign debtor’s willingness or ability to repay principal and interest in a timely manner may be affected by a number of factors, including its cash flow situation, the extent of its non-U.S. reserves, the availability of sufficient non-U.S. exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders and the political constraints to which it may be subject.
(2) Certificates of Deposit. Each Fund may invest in certificates of deposit issued against funds deposited in a bank or savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. If such certificates of deposit are non-negotiable, they will be considered illiquid investments and be subject to the Fund’s 15% restriction on investments in illiquid investments. Pursuant to the certificate of deposit, the issuer agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum insurance payable as to any one certificate of deposit
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is $250,000; therefore, certificates of deposit purchased by a Fund may not be fully insured. A Fund may only invest in certificates of deposit issued by U.S. banks with at least $1 billion in assets.
(3) Bankers’ Acceptances. Each Fund may invest in bankers’ acceptances, which are short-term credit instruments used to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset or it may be sold in the secondary market at the going rate of interest for a specific maturity.
(4) Repurchase Agreements. Each Fund may invest in repurchase agreements which involve purchases of debt securities. In such an action, at the time a Fund purchases the security, it simultaneously agrees to resell and redeliver the security to the seller, who also simultaneously agrees to buy back the security at a fixed price and time. This assures a predetermined yield for a Fund during its holding period since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for a Fund to invest temporarily available cash. A Fund may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers’ acceptances in which the Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to a Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the affected Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, however, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, the Fund could incur a loss of both principal and interest. The portfolio managers monitor the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. The portfolio managers do so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to a Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of a Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.
(5) Bank Time Deposits. Each Fund may invest in bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest. There may be penalties for the early withdrawal of such time deposits, in which case the yields of these investments will be reduced.
(6) Commercial Paper. Each Fund may invest in commercial paper, which are short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes are direct lending arrangements between a Fund and a corporation. There is no secondary market for the notes. However, they are redeemable by a Fund at any time. The portfolio managers will consider the financial condition of the corporation (e.g., earning power, cash flow and other liquidity ratios) and will continuously monitor the corporation’s ability to meet all of its financial obligations, because a Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. Nuveen High Yield Income Fund may only invest in commercial paper rated A-2 or higher by Standard & Poor's, Prime-2 or higher by Moody's or F2 or higher by Fitch, or unrated commercial paper which is, in the opinion of the portfolio managers, of comparable quality.
Common Stocks
Common stocks represent units of ownership in a company. Common stocks usually carry voting rights and earn dividends. Unlike preferred securities, dividends on common stocks are not prescribed in advance but are declared at the discretion of a company’s board.
While investing in stocks allows shareholders to participate in the benefits of owning a company, such shareholders must accept the risks of ownership. Unlike bondholders, who have preference to a company’s earnings and cash flow, common stockholders are entitled only to the residual amount after a company meets its other obligations. For this reason, the value of a company’s stock will usually react more strongly to actual or perceived changes in the company’s financial condition or prospects than its debt obligations. Stockholders of a company that fares poorly can lose money.
Stock markets tend to move in cycles with short or extended periods of rising and falling stock prices. The value of a company’s stock may fall because of:
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· Factors that directly relate to that company, such as decisions made by its management or lower demand for the company’s products or services;
· Factors affecting an entire industry, such as increases in production costs; and
· Changes in financial market conditions that are relatively unrelated to the company or its industry, such as changes in interest rates, currency exchange rates or inflation rates.
An investment in common stocks of issuers with small or medium market capitalizations generally involves greater risk and price volatility than an investment in common stocks of larger, more established companies. This increased risk may be due to the greater business risks of their small or medium size, limited markets and financial resources, narrow product lines and frequent lack of management depth. The securities of small and medium capitalization companies are often traded in the over-the-counter market, and might not be traded in volumes typical of securities traded on a national securities exchange. Thus, the securities of small and medium capitalization companies are likely to be less liquid and subject to more abrupt or erratic market movements than securities of larger, more established companies.
Convertible Securities
Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred securities that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Convertible securities entitle the holder to receive interest paid or accrued on debt, or dividends paid or accrued on preferred securities, until the security matures or is redeemed, converted or exchanged.
The market value of a convertible security generally is a function of its “investment value” and its “conversion value.” A security’s “investment value” represents the value of the security without its conversion feature (i.e., a comparable non-convertible fixed income security). The investment value is determined by, among other things, reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar non-convertible securities, the financial strength of the issuer and the seniority of the security in the issuer’s capital structure. A security’s “conversion value” is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like non-convertible debt or a preferred security in the sense that its market value will not be influenced greatly by fluctuations in the market price of the underlying security into which it can be converted. Instead, the convertible security’s price will tend to move in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is significantly above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying stock. In that case, the convertible security’s price may be as volatile as that of the common stock. Because both interest rate and market movements can influence its value, a convertible security is not generally as sensitive to interest rates as a similar fixed income security, nor is it generally as sensitive to changes in share price as its underlying stock.
A Fund’s investments in convertible securities, particularly securities that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquid. A Fund’s investments in convertible securities may at times include securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into common stock or other equity securities (of the same or a different issuer) at a specified date and a specified conversion ratio, or that are convertible at the option of the issuer. For issues where the conversion of the security is not at the option of the holder, a Fund may be required to convert the security into the underlying common stock even at times when the value of the underlying common stock or other equity security has declined substantially.
In addition, some convertible securities are often rated below investment-grade or are not rated, and therefore may be considered speculative investments. The credit rating of a company’s convertible securities is generally lower than that of its conventional debt securities. Convertible securities are normally considered “junior” securities—that is, the company usually must pay interest on its conventional corporate debt before it can make payments on its convertible securities. Some convertible securities are
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particularly sensitive to interest rate changes when their predetermined conversion price is much higher than the issuing company’s common stock.
Corporate Debt Securities
The Funds may invest in corporate debt securities. The broad category of corporate debt securities includes debt issued by companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment-grade or below investment-grade and may carry variable or floating rates of interest. Corporate debt securities are fixed income securities issued by businesses to finance their operations, although corporate debt instruments may also include bank loans to companies. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial paper has the shortest term and is usually unsecured.
Because of the wide range of types and maturities of corporate debt securities, as well as the range of creditworthiness of its issuers, corporate debt securities have widely varying potentials for return and risk profiles. Rates on corporate debt securities are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and other terms of the security. For example, commercial paper issued by a large established domestic corporation that is rated investment-grade may have a modest return on principal, but carries relatively limited risk. On the other hand, a long-term corporate note issued by a small non-U.S. corporation from an emerging market country that has not been rated by an NRSRO may have the potential for relatively large returns on principal, but carries a relatively high degree of risk.
Corporate debt securities carry both credit risk and interest rate risk. Credit risk is the risk that a Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it’s due. Some corporate debt securities that are rated below investment-grade are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. The credit risk of a particular issuer’s debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while making payments on senior securities. In addition, in the event of bankruptcy, holders of higher-ranking senior securities may receive amounts otherwise payable to the holders of more junior securities. Interest rate risk is the risk that the value of certain corporate debt securities will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest rates rise than corporate debt securities with shorter terms. Additionally, corporate debt securities may also be subject to price volatility due to such factors as market interest rates, market perception of the creditworthiness of the issuer and general market liquidity.
In addition, corporate restructurings, such as mergers, leveraged buyouts, takeovers or similar corporate transactions are often financed by an increase in a corporate issuer’s debt securities. As a result of the added debt burden, the credit quality and market value of an issuer’s existing debt securities may decline significantly.
Derivatives
Subject to the limitations set forth below under “Limitations on the Use of CFTC-Regulated Futures, Options on Futures and Swaps,” each Fund may use derivative instruments as described below. Generally, a derivative is a financial contract the value of which depends upon, or is derived from, the value of an underlying asset, reference rate or index. Derivatives generally take the form of contracts under which the parties agree to payments between them based upon the performance of a wide variety of underlying references, such as stocks, bonds, loans, commodities, interest rates, currency exchange rates, and various domestic and foreign indices.
The Funds may use derivatives for a variety of reasons, including as a substitute for investing directly in securities, as part of a hedging strategy (that is, for the purpose of reducing risk to the Fund), to manage the effective duration of a Fund’s portfolio, or for other purposes related to the management of the Funds. Derivatives permit a Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as a Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. However, derivatives may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives could have a large impact on a Fund’s performance.
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While transactions in some derivatives may be effected on established exchanges, many other derivatives are privately negotiated and entered into in the over-the-counter (“OTC”) market with a single counterparty. When exchange-traded derivatives are purchased and sold, a clearing agency associated with the exchange stands between each buyer and seller and effectively guarantees performance of each contract, either on a limited basis through a guaranty fund or to the full extent of the clearing agency’s balance sheet. Transactions in OTC derivatives not subject to a clearing requirement have no such protection. Each party to an uncleared OTC derivative bears the risk that its direct counterparty will default. In addition, OTC derivatives are generally less liquid than exchange-traded derivatives because they often can only be closed out with the other party to the transaction.
The use of derivative instruments is subject to applicable regulations of the SEC, the CFTC, various state regulatory authorities and, with respect to exchange-traded derivatives, the several exchanges upon which they are traded. As discussed above under “Asset Coverage Requirements,” in order to engage in certain transactions in derivatives, a Fund may be required to hold offsetting positions or to hold cash or liquid securities in a segregated account or designated on the Fund’s books. In addition, a Fund’s ability to use derivative instruments may be limited by tax considerations.
The particular derivative instruments the Funds can use are described below. A Fund’s portfolio managers may decide not to employ some or all of these instruments, and there is no assurance that any derivatives strategy used by a Fund will succeed. The Funds may employ new derivative instruments and strategies when they are developed, if those investment methods are consistent with the particular Fund’s investment objective(s) and are permissible under applicable regulations governing the Fund.
Options Transactions
The Funds may purchase put and call options on specific securities (including groups or "baskets" of specific securities), interest rates, stock indices and/or bond indices. In addition, the Funds may write put and call options on such financial instruments.
Options on Securities. The Funds may purchase put and call options on securities. A put option on a security gives the purchaser of the option the right (but not the obligation) to sell, and the writer of the option the obligation to buy, the underlying security at a stated price (the “exercise price”) at any time before the option expires. A call option on a security gives the purchaser the right (but not the obligation) to buy, and the writer the obligation to sell, the underlying security at the exercise price at any time before the option expires. The purchase price for a put or call option is the “premium” paid by the purchaser for the right to sell or buy.
A Fund may purchase put options to hedge against a decline in the value of its portfolio. By using put options in this way, a Fund would reduce any profit it might otherwise have realized in the underlying security by the amount of the premium paid for the put option and by transaction costs. In similar fashion, a Fund may purchase call options to protect against an increase in the price of securities that the Fund anticipates purchasing in the future, a practice sometimes referred to as “anticipatory hedging.” The premium paid for the call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises sufficiently, the option may expire unexercised.
Options on Interest Rates and Indices. The Funds may purchase put and call options on interest rates and on stock and bond indices. An option on interest rates or on an index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing value of the underlying interest rate or index is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the exercise-settlement value of the interest rate option or the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple (the “multiplier”). The writer of the option is obligated, for the premium received, to make delivery of this amount. Settlements for interest rate and index options are always in cash.
Writing Options. The Funds may write (sell) put and call options. These transactions would be undertaken principally to produce additional income. A Fund receives a premium from writing options which it retains whether or not the option is exercised. The Funds may write straddles consisting of a combination of a call and a put written on the same underlying instrument.
A Fund will write a call option on a security only if (a) the Fund owns the security underlying the call, (b) the Fund has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other liquid assets in such amount
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are segregated), or (c) the Fund holds a call on the same security where the exercise price of the call is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets.
A Fund will write a call option on a basket of securities or an index only if (a) the Fund segregates liquid assets in an amount equal to the contract value of the index or basket, or (b) the Fund holds a call on the same index or basket as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets.
A Fund will write a put option on a security, basket of securities or index only if (a) the Fund segregates liquid assets equal to the exercise price or (b) the Fund holds a put on the same security, basket of securities or index as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets.
When a Fund writes a straddle, sufficient assets will be segregated to meet the Fund’s immediate obligations. A Fund may segregate the same liquid assets for both the call and put options in a straddle where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is “in the money.”
Expiration or Exercise of Options. If an option purchased by a Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. If an option written by a Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when a Fund desires.
The Funds may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security or index in relation to the exercise price of the option, the volatility of the underlying security or index, and the time remaining until the expiration date.
Futures
The Funds may engage in futures transactions. The Funds may buy and sell futures contracts that relate to (1) interest rates, (2) debt securities, (3) bond indices, (4) stock indices and (5) individual stocks. The Funds may only enter into futures contracts which are standardized and traded on a U.S. or foreign exchange, board of trade or similar entity, or quoted on an automated quotation system.
A futures contract is an agreement between two parties to buy and sell a security, index or interest rate (each a “financial instrument”) for a set price on a future date. Certain futures contracts, such as futures contracts relating to individual securities, call for making or taking delivery of the underlying financial instrument. However, these contracts generally are closed out before delivery by entering into an offsetting purchase or sale of a matching futures contract. Other futures contracts, such as futures contracts on interest rates and indices, do not call for making or taking delivery of the underlying financial instrument, but rather are agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the financial instrument at the close of the last trading day of the contract and the price at which the contract was originally written. These contracts also may be settled by entering into an offsetting futures contract.
Unlike when a Fund purchases or sells a security, no price is paid or received by the Fund upon the purchase or sale of a futures contract. Initially, a Fund will be required to deposit with its futures broker (also known as a futures commission merchant (“FCM”)) an amount of cash or securities equal to a specified percentage of the contract amount. This amount is known as initial margin. The margin deposit
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is intended to ensure completion of the contract. Minimum initial margin requirements are established by the futures exchanges and may be revised. In addition, FCMs may establish margin deposit requirements that are higher than the exchange minimums. Cash held as margin is generally invested by the FCM in high-quality instruments permitted under CFTC regulations, with returns retained by the FCM and interest paid to the Fund on the cash at an agreed-upon rate. A Fund will also receive any interest paid from coupon-bearing securities, such as Treasury securities, held in margin accounts. Subsequent payments to and from the FCM, called variation margin, will be made on a daily basis as the price of the underlying financial instrument fluctuates, making the futures contract more or less valuable, a process known as marking the contract to market. Changes in variation margin are recorded by a Fund as unrealized gains or losses. At any time prior to expiration of the futures contract, a Fund may elect to close the position by taking an opposite position that will operate to terminate its position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Fund, and the Fund realizes a gain or loss. In the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of a Fund, the Fund may be entitled to the return of margin owed to it only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the Fund. Futures transactions also involve brokerage costs.
Most U.S. futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of futures contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.
Options on Futures
The Funds may purchase or write put and call options on futures contracts. A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price prior to the expiration of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. Prior to exercise or expiration, a futures option may be closed out by an offsetting purchase or sale of a futures option of the same series.
A Fund may use options on futures contracts in connection with hedging strategies. The writing of a call option or the purchasing of a put option on a futures contract constitutes a partial hedge against declining prices of the securities which are deliverable upon exercise of the futures contract. If the futures price at expiration of a written call option is below the exercise price, a Fund will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred in the Fund’s holdings of securities. If the futures price when the option is exercised is above the exercise price, however, a Fund will incur a loss, which may be offset, in whole or in part, by the increase in the value of the securities held by the Fund that were being hedged. Writing a put option or purchasing a call option on a futures contract serves as a partial hedge against an increase in the value of the securities a Fund intends to acquire.
When writing a call option, a Fund must either segregate liquid assets with a value equal to the fluctuating market value of the optioned futures contract, or the Fund must own an option to purchase the same futures contract having an exercise price that is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets.
When writing a put option, a Fund must segregate liquid assets in an amount not less than the exercise price, or own a put option on the same futures contract where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets.
As with investments in futures contracts, each Fund is required to deposit and maintain margin with respect to put and call options on futures contracts written by it.
Swap Transactions
The Funds may enter into equity, interest rate, currency and credit default swap agreements.
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A Fund may enter into swap transactions for any purpose consistent with its investment objective(s) and strategies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against an increase in the price of securities the Fund anticipates purchasing at a later date, to reduce risk arising from the ownership of a particular instrument, or to gain exposure to certain securities, reference rates, sectors or markets.
Swap agreements are two party contracts entered into primarily by institutional investors for a specified period of time. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular predetermined asset, reference rate or index. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, e.g., the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index. The notional amount of the swap agreement generally is only used as a basis upon which to calculate the obligations that the parties to the swap agreement have agreed to exchange. A Fund’s current obligations under a net swap agreement will be accrued daily (offset against any amounts owed to the Fund) and the Fund will segregate assets determined to be liquid by the Sub-Adviser for any accrued but unpaid net amounts owed to a swap counterparty. See “Asset Coverage Requirements” above.
Equity Swaps. In a typical equity swap, one party agrees to pay another party the return on a stock, stock index or basket of stocks in return for a specified interest rate. By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks. Equity index swaps involve not only the risk associated with investment in the securities represented in the index, but also the risk that the performance of such securities, including dividends, will not exceed the return on the interest rate that a Fund will be committed to pay.
Interest Rate Swaps. Interest rate swaps are financial instruments that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future. Some of the different types of interest rate swaps are “fixed-for-floating rate swaps,” “termed basis swaps” and “index amortizing swaps.” Fixed-for-floating rate swaps involve the exchange of fixed interest rate cash flows for floating rate cash flows. Termed basis swaps entail cash flows to both parties based on floating interest rates, where the interest rate indices are different. Index amortizing swaps are typically fixed-for-floating swaps where the notional amount changes if certain conditions are met. Like a traditional investment in a debt security, a Fund could lose money by investing in an interest rate swap if interest rates change adversely.
Currency Swaps. A currency swap is an agreement between two parties in which one party agrees to make interest rate payments in one currency and the other promises to make interest rate payments in another currency. A Fund may enter into a currency swap when it has one currency and desires a different currency. Typically the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the contract and returned at the end of the contract. Changes in non-U.S. exchange rates and changes in interest rates may negatively affect currency swaps.
Credit Default Swaps. A credit default swap is a bilateral contract that enables an investor to buy or sell protection against a defined-issuer credit event. A Fund may enter into credit default swap agreements either as a buyer or a seller. A Fund may buy protection to attempt to mitigate the risk of default or credit quality deterioration in one or more of its individual holdings or in a segment of the fixed income securities market to which it has exposure, or to take a “short” position in individual bonds or market segments which it does not own. A Fund may sell protection in an attempt to gain exposure to the credit quality characteristics of particular bonds or market segments without investing directly in those bonds or market segments.
As the buyer of protection in a credit default swap, a Fund will pay a premium (by means of an upfront payment or a periodic stream of payments over the term of the agreement) in return for the right to deliver a referenced bond or group of bonds to the protection seller and receive the full notional or par value (or other agreed upon value) upon a default (or similar event) by the issuer(s) of the underlying referenced obligation(s). If no default occurs, the protection seller would keep the stream of payments and would have no further obligation to the Fund. Thus, the cost to the Fund would be the premium paid with respect to the agreement. If a credit event occurs, however, the Fund may elect to receive the full notional value
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of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. The Fund bears the risk that the protection seller may fail to satisfy its payment obligations.
If a Fund is a seller of protection in a credit default swap and no credit event occurs, the Fund would generally receive an up-front payment or a periodic stream of payments over the term of the swap. If a credit event occurs, however, generally the Fund would have to pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As the protection seller, the Fund effectively adds economic leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. Thus, the Fund bears the same risk as it would by buying the reference obligations directly, plus the additional risks related to obtaining investment exposure through a derivative instrument discussed below under “Risks Associated with Swap Transactions.”
Risks Associated with Swap Transactions. The use of swap transactions is a highly specialized activity which involves strategies and risks different from those associated with ordinary portfolio security transactions. If the Sub-Adviser is incorrect in its forecasts of default risks, market spreads or other applicable factors the investment performance of a Fund would diminish compared with what it would have been if these techniques were not used. As the protection seller in a credit default swap, a Fund effectively adds economic leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. A Fund may only close out a swap or other two-party contract with its particular counterparty, and may only transfer a position with the consent of that counterparty. In addition, the price at which a Fund may close out such a two party contract may not correlate with the price change in the underlying reference asset. If the counterparty defaults, a Fund will have contractual remedies, but there can be no assurance that the counterparty will be able to meet its contractual obligations or that the Fund will succeed in enforcing its rights. It also is possible that developments in the derivatives market, including potential government regulation, could adversely affect a Fund’s ability to terminate existing swap or other agreements or to realize amounts to be received under such agreements.
Interest Rate Caps, Collars and Floors
The Funds may enter into interest rate caps, floors and collars. Caps and floors have an effect similar to buying or writing options. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level. The seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar involves selling a cap and purchasing a floor or vice versa to protect a Fund against interest rate movements exceeding given minimum or maximum levels.
Limitations on the Use of CFTC-Regulated Futures, Options on Futures and Swaps
Each Fund will limit its direct investments in CFTC-regulated futures, options on futures and swaps (“CFTC Derivatives”) to the extent necessary for the Adviser to claim the exclusion from regulation as a commodity pool operator with respect to the Fund under CFTC Rule 4.5, as such rule may be amended from time to time. Under Rule 4.5 as currently in effect, each Fund will limit its trading activity in CFTC Derivatives (excluding activity for “bona fide hedging purposes,” as defined by the CFTC) such that it meets one of the following tests:
· Aggregate initial margin and premiums required to establish its positions in CFTC Derivatives do not exceed 5% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and losses on such positions; or
· Aggregate net notional value of its positions in CFTC Derivatives does not exceed 100% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and losses on such positions.
With respect to each Fund, the Adviser has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act and therefore is not subject to registration or regulation as a commodity pool operator thereunder.
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The requirements for qualification as a regulated investment company may also limit the extent to which each Fund may invest in CFTC Derivatives. See “Tax Matters—Qualification as a Regulated Investment Company.”
Federal Income Tax Treatment of Futures Contracts and Options
Each Fund’s transactions in futures contracts and options will be subject to special provisions of the Internal Revenue Code of 1986, as amended (the “Code”), that, among other things, may affect the character of gains and losses realized by a Fund (i.e., may affect whether gains or losses are ordinary or capital, or short-term or long-term), may accelerate recognition of income to a Fund and may defer Fund losses. These rules could, therefore, affect the character, amount and timing of distributions to shareholders. These provisions also (a) will require a Fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out) and (b) may cause a Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement for qualifying to be taxed as a regulated investment company and the distribution requirement for avoiding excise taxes.
Risks and Special Considerations Concerning Derivatives
The use of derivative instruments involves certain general risks and considerations as described below.
1) Market Risk. Market risk is the risk that the value of the underlying assets may go up or down. Adverse movements in the value of an underlying asset can expose a Fund to losses. The successful use of derivative instruments depends upon a variety of factors, particularly the portfolio managers' ability to predict movements in the relevant markets, which may require different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy adopted will succeed.
2) Counterparty Risk. Counterparty risk is the risk that a loss may be sustained as a result of the failure of a counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange-traded derivatives is generally less than for OTC derivatives, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For many OTC instruments, there is no similar clearing agency guarantee and there is less regulation or supervision of transactions. In all transactions, a Fund will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the derivative transactions and possibly other losses to the Fund. A Fund will enter into derivatives transactions only with counterparties that its portfolio managers reasonably believe are capable of performing under the contract.
3) Correlation Risk. Correlation risk is the risk that there might be an imperfect correlation, or even no correlation, between price movements of a derivative instrument and price movements of investments being hedged. When a derivative transaction is used to completely hedge another position, changes in the market value of the combined position (the derivative instrument plus the position being hedged) result from an imperfect correlation between the price movements of the two instruments. With a perfect hedge, the value of the combined position remains unchanged with any change in the price of the underlying asset. With an imperfect hedge, the value of the derivative instrument and its hedge are not perfectly correlated. For example, if the value of a derivative instrument used in a short hedge (such as writing a call option, buying a put option or selling a futures contract) increased by less than the decline in value of the hedged investments, the hedge would not be perfectly correlated. This might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded. The effectiveness of hedges using instruments on indices will depend, in part, on the degree of correlation between price movements in the index and the price movements in the investments being hedged.
4) Liquidity Risk. Liquidity risk is the risk that a derivative instrument cannot be sold, closed out or replaced quickly at or very close to its fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction. A Fund might be required by applicable regulatory requirements to maintain assets as “cover,” maintain segregated accounts, and/or make margin payments when it takes positions in derivative instruments involving obligations to third parties (i.e., instruments other than purchase options). If a Fund is unable to close out its positions in such instruments, it might be
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required to continue to maintain such assets or accounts or make such payments until the position expires, matures or is closed out. These requirements might impair a Fund’s ability to sell a security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time. A Fund’s ability to sell or close out a position in an instrument prior to expiration or maturity depends upon the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the counterparty to enter into a transaction closing out the position. There is no assurance that any derivatives position can be sold or closed out at a time and price that is favorable to a Fund.
5) Legal Risk. Legal risk is the risk of loss caused by the unenforceability of a party’s obligations under the derivative. While a party seeking price certainty agrees to surrender the potential upside in exchange for downside protection, the party taking the risk is looking for a positive payoff. Despite this voluntary assumption of risk, a counterparty that has lost money in a derivative transaction may try to avoid payment by exploiting various legal uncertainties about certain derivative products.
6) Systemic or “Interconnection” Risk. Systemic or interconnection risk is the risk that a disruption in the financial markets will cause difficulties for all market participants. In other words, a disruption in one market will spill over into other markets, perhaps creating a chain reaction. Much of the OTC derivatives market takes place among the OTC dealers themselves, thus creating a large interconnected web of financial obligations. This interconnectedness raises the possibility that a default by one large dealer could create losses for other dealers and destabilize the entire market for OTC derivative instruments.
7) Leverage Risk. Leverage risk is the risk that a Fund may be more volatile than if it had not been leveraged due to leverage’s tendency to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. The use of leverage may also cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements.
8) Regulatory Risk. The Dodd-Frank Act Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) has initiated a dramatic revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; a process intended to improve financial systemic stability and the resolution of potentially insolvent financial firms; and new rules for derivatives trading. In particular, the Dodd-Frank Act made broad changes to the OTC derivatives market, granted significant authority to the SEC and the CFTC to regulate OTC derivatives and market participants, and requires clearing and exchange trading of many OTC derivatives transactions. Requirements, such as capital requirements and mandatory clearing of OTC derivatives transactions, have impacted and may continue to impact the costs to a Fund of trading these instruments and, as a result, may affect returns to investors in the Fund. Instruments in which the Funds may invest, or the issuers of such instruments, may be affected by this legislation and regulation in ways that are unforeseeable. Certain of the implementing regulations have not yet been finalized or made effective. Accordingly, the ultimate impact of the Dodd-Frank Act, including on the derivative instruments in which the Funds may invest, is not yet certain.
Illiquid Investments
Each Fund may invest in illiquid investments (i.e., investments that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). For purposes of this restriction, illiquid investments include, but are not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws) and repurchase agreements with maturities in excess of seven days. However, a Fund will not acquire illiquid investments if, as a result, such securities would comprise more than 15% of the value of the Fund’s net assets. The Board of Trustees or its delegate has the ultimate authority to determine, to the extent permissible under the federal securities laws, which securities are liquid or illiquid for purposes of this 15% limitation. The Board of Trustees has delegated to the Adviser the day-to-day determination of the illiquidity of any portfolio security, although it has retained oversight over and ultimate responsibility for such determinations. The Adviser works with and to a large extent relies on the expertise and advice of the Sub-Adviser in making these liquidity determinations. Although no definitive liquidity criteria are used, the Board of Trustees has directed the Adviser to look to such factors as (i) the nature of the market for a security (including the institutional private resale market; the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security; and the amount of time normally needed to dispose of the security, the method of soliciting offers and the mechanics of transfer), (ii) the terms of certain securities or other instruments allowing for
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the disposition to a third party or the issuer thereof (e.g., certain repurchase obligations and demand instruments), and (iii) other permissible relevant facts.
Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act of 1933, as amended. Where registration is required, a Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, a Fund might obtain a less favorable price than that which prevailed when it decided to sell. Illiquid investments will be priced at fair value as determined in good faith by the Board of Trustees or its delegate.
Investment Companies and Other Pooled Investment Vehicles
Each Fund may invest in other investment companies, such as open-end funds, closed-end funds, unit investment trusts, and exchange-traded funds (“ETFs”) registered under the 1940 Act ("1940 Act ETFs"), that invest primarily in Fund-eligible investments. Under the 1940 Act, a Fund’s investment in such securities is generally limited to 3% of the total voting stock of any one investment company; 5% of such Fund’s total assets with respect to any one investment company; and 10% of such Fund’s total assets in the aggregate. Many 1940 Act ETFs, however, have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in their shares beyond these statutory limits, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds. The Funds may rely on these exemptive orders in investing in 1940 Act ETFs. A Fund’s investments in other investment companies may include money market mutual funds. Investments in money market funds are not subject to the percentage limitations set forth above.
ETFs in which the Funds may invest are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities designed to track a particular market index. ETFs can give exposure to all or a portion of the U.S. market, a foreign market, a region, a commodity, a currency, or to any other index that an ETF tracks. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. An ETF may fail to accurately track the returns of the market segment or index that it is designed to track, and the price of an ETF’s shares may fluctuate. In addition, because they, unlike traditional mutual funds, are traded on an exchange, ETFs are subject to the following risks: (i) the performance of the ETF may not replicate the performance of the underlying index that it is designed to track; (ii) the market price of the ETF’s shares may trade at a premium or discount to the ETF’s net asset value; (iii) an active trading market for an ETF may not develop or be maintained; and (iv) there is no assurance that the requirements of the exchange necessary to maintain the listing of the ETF will continue to be met or remain unchanged. Trading in an ETF may be halted if the trading in one or more of the ETF’s underlying securities is halted, which could result in the ETF being more volatile. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected.
Each Fund may also invest in pooled investment vehicles other than registered investment companies. The Funds will only invest in other pooled investment vehicles that invest primarily in Fund-eligible investments.
If a Fund invests in other investment companies or pooled investment vehicles, Fund shareholders will bear not only their proportionate share of the Fund’s expenses, but also, indirectly, the similar expenses of the underlying investment companies or pooled investment vehicles. Shareholders would also be exposed to the risks associated not only with a Fund, but also with the portfolio investments of the underlying investment companies or pooled investment vehicles. Shares of certain closed-end funds may at times be acquired at market prices representing premiums to their net asset values. Shares acquired at a premium to their net asset value may be more likely to subsequently decline in price, resulting in a loss to a Fund and its shareholders.
Lending of Portfolio Securities
In order to generate additional income, Nuveen High Yield Income Fund may lend portfolio securities representing up to one-third of the value of its total assets to broker-dealers, banks or other institutional borrowers of securities that the Adviser has determined are creditworthy. The securities lending agent will generally bear the risk that a borrower may default on its obligation to return loaned securities, however the Fund bears the risk that the securities lending agent may default on its contractual obligations to the
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Fund. The Fund also bears the market risk with respect to the investment of the cash collateral used to secure the loan. The Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investments to meet its obligations to the borrower. The Fund will pay a portion of the income earned on other lending transactions to the placing broker and may pay administrative and custodial fees in connection with these loans.
In these loan arrangements, the Fund will receive cash collateral equal to not less than 100% of the value of the securities loaned as determined at the time of loan origination. If the market value of the loaned securities increases, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on the securities. Loans are subject to termination at any time by the Fund or the borrower. While the Fund does not have the right to vote securities on loan, it would terminate the loan and regain the right to vote if that were considered important with respect to the investment.
When the Fund lends portfolio securities to a borrower, payments in lieu of dividends made by the borrower to the Fund will not constitute “qualified dividends” taxable at the same rate as long-term capital gains, even if the actual dividends would have constituted qualified dividends had the Fund held the securities. See “Taxation.”
Loans
The Funds may invest in fixed and floating rate loans (“Loans”). Loans may include senior loans (“Senior Loans”) and secured and unsecured junior loans, including subordinated loans, second lien or more junior loans and bridge loans (“Junior Loans”). Loans are typically arranged through private negotiations between borrowers in the United States or in foreign or emerging markets which may be corporate issuers or issuers of sovereign debt obligations (“Obligors”) and one or more financial institutions and other lenders (“Lenders”). The Funds may invest in Loans by purchasing assignments of all or a portion of Loans (“Assignments”) or Loan participations (“Participations”) from third parties.
A Fund has direct rights against the Obligor on the Loan when it purchases an Assignment. Because Assignments are arranged through private negotiations between potential assignees and potential assignors, however, the rights and obligations acquired by a Fund as the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Lender. With respect to Participations, typically, a Fund will have a contractual relationship only with the Lender and not with the Obligor. The agreement governing Participations may limit the rights of the Fund to vote on certain changes which may be made to the Loan agreement, such as waiving a breach of a covenant. However, the holder of a Participation will generally have the right to vote on certain fundamental issues such as changes in principal amount, payment dates and interest rate. Participations may entail certain risks relating to the creditworthiness of the parties from which the participations are obtained.
A Loan is typically originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a group of Loan investors. The Agent typically administers and enforces the Loan on behalf of the other Loan investors in the syndicate. The Agent’s duties may include responsibility for the collection of principal and interest payments from the Obligor and the apportionment of these payments to the credit of all Loan investors. The Agent is also typically responsible for monitoring compliance with the covenants contained in the Loan agreement based upon reports prepared by the Obligor. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Loan investors. In the event of a default by the Obligor, it is possible, though unlikely, that the Funds could receive a portion of the borrower’s collateral. If the Funds receive collateral other than cash, any proceeds received from liquidation of such collateral will be available for investment as part of the Funds’ portfolios.
In the process of buying, selling and holding Loans, the Funds may receive and/or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When a Fund buys or sells a Loan it may pay a fee. In certain circumstances, the Fund may receive a prepayment penalty fee upon prepayment of a Loan.
Additional Information Concerning Senior Loans
Senior Loans typically hold the most senior position in the capital structure of the Obligor, are typically secured with specific collateral and have a claim on the assets and/or stock of the Obligor that is senior to that held by subordinated debtholders and shareholders of the Obligor. Collateral for Senior Loans may include (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets,
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such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights; and/or (iv) security interests in shares of stock of subsidiaries or affiliates.
Additional Information Concerning Junior Loans
Junior Loans include secured and unsecured loans including subordinated loans, second lien and more junior loans, and bridge loans. Second lien and more junior loans (“Junior Lien Loans”) are generally second or further in line in terms of repayment priority. In addition, Junior Lien Loans may have a claim on the same collateral pool as the first lien or other more senior liens or may be secured by a separate set of assets. Junior Lien Loans generally give investors priority over general unsecured creditors in the event of an asset sale.
Junior Loans that are bridge loans or bridge facilities (“Bridge Loans”) are short-term loan arrangements (e.g., 12 to 18 months) typically made by an Obligor in anticipation of intermediate-term or long-term permanent financing. Most Bridge Loans are structured as floating-rate debt with step-up provisions under which the interest rate on the Bridge Loan rises the longer the Loan remains outstanding. In addition, Bridge Loans commonly contain a conversion feature that allows the Bridge Loan investor to convert its Loan interest to senior exchange notes if the Loan has not been prepaid in full on or prior to its maturity date. Bridge Loans may be subordinate to other debt and may be secured or undersecured.
Additional Information Concerning Unfunded Commitments
Unfunded commitments are contractual obligations pursuant to which a Fund agrees to invest in a Loan at a future date. Typically, the Fund receives a commitment fee for entering into the Unfunded Commitment.
Additional Information Concerning Synthetic Letters of Credit
Loans include synthetic letters of credit. In a synthetic letter of credit transaction, the Lender typically creates a special purpose entity or a credit-linked deposit account for the purpose of funding a letter of credit to the borrower. When a Fund invests in a synthetic letter of credit, the Fund is typically paid a rate based on the Lender’s borrowing costs and the terms of the synthetic letter of credit. Synthetic letters of credit are typically structured as Assignments with the Fund acquiring direct rights against the Obligor.
Limitations on Investments in Loan Assignments and Participations
If a government entity is a borrower on a Loan, the Funds will consider the government to be the issuer of an Assignment or Participation for purposes of each Fund’s fundamental investment policy that it will not invest 25% or more of its total assets in securities of issuers conducting their principal business activities in the same industry (i.e., foreign government).
Risk Factors of Loans
Loans are subject to the risks associated with debt obligations in general including interest rate risk, credit risk and market risk. When a Loan is acquired from a Lender, the risk includes the credit risk associated with the Obligor of the underlying Loan. A Fund may incur additional credit risk when it acquires a participation in a Loan from another lender because the Fund must assume the risk of insolvency or bankruptcy of the other lender from which the Loan was acquired. To the extent that Loans involve Obligors in foreign or emerging markets, such Loans are subject to the risks associated with foreign investments or investments in emerging markets in general. The following outlines some of the additional risks associated with Loans.
High Yield Securities Risk. The Loans that the Funds invest in may not be rated by an NRSRO, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. To the extent that such high yield Loans are rated, they typically will be rated below investment grade and are subject to an increased risk of default in the payment of principal and interest as well as the other risks described under “Non-Investment Grade Debt Securities (Junk Bonds).” Loans are vulnerable to market sentiment such that economic conditions or other events may reduce the demand for Loans and cause their value to decline rapidly and unpredictably.
Liquidity Risk. Although the Funds limit their investments in illiquid investments to no more than 15% of a Fund’s net assets, Loans that are deemed to be liquid at the time of purchase may become illiquid or less liquid. No active trading market may exist for certain Loans and certain Loans may be subject to restrictions on resale or have a limited secondary market, which may make it difficult to value them. Certain Loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade
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settlement periods. The inability to dispose of certain Loans in an orderly and timely fashion or at a favorable price could result in losses to a Fund.
Collateral, Subordination and Litigation Risk. With respect to Loans that are secured, the Funds are subject to the risk that collateral securing the Loan will decline in value or have no value or that a Fund’s lien is or will become junior in payment to other liens. A decline in value, whether as a result of bankruptcy proceedings or otherwise, could cause the Loan to be undercollateralized or unsecured. There may be no formal requirement for the Obligor to pledge additional collateral. In addition, collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy an Obligor’s obligation on a Loan.
If an Obligor becomes involved in bankruptcy proceedings, a court may invalidate the Loan or a Fund’s security interest in loan collateral or subordinate a Fund’s rights under a Senior Loan or Junior Loan to the interest of the Obligor’s other creditors, including unsecured creditors, or cause interest or principal previously paid to be refunded to the Obligor. If a court required interest or principal to be refunded, it could negatively affect Fund performance. Such action by a court could be based, for example, on a “fraudulent conveyance” claim to the effect that the Obligor did not receive fair consideration for granting the security interest in the Loan collateral to the Fund. For Senior Loans made in connection with a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of the Loan were not received or retained by the Obligor, but were instead paid to other persons (such as shareholders of the Obligor) in an amount which left the Obligor insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of a Fund’s security interest in Loan collateral. If a Fund’s security interest in Loan collateral is invalidated or the Senior Loan is subordinated to other debt of an Obligor in bankruptcy or other proceedings, a Fund would have substantially lower recovery, and perhaps no recovery on the full amount of the principal and interest due on the Loan, or a Fund could have to refund interest.
Lenders and investors in Loans can be sued by other creditors and shareholders of the Obligors. Losses can be greater than the original Loan amount and occur years after the principal and interest on the Loan have been repaid.
Agent Risk. Selling Lenders, Agents and other entities who may be positioned between a Fund and the Obligor will likely conduct their principal business activities in the banking, finance and financial services industries. Investments in Loans may be more impacted by a single economic, political or regulatory occurrence affecting such industries than other types of investments. Entities engaged in such industries may be more susceptible to, among other things, fluctuations in interest rates, changes in the Federal Open Market Committee’s monetary policy, government regulations concerning such industries and concerning capital raising activities generally and fluctuations in the financial markets generally. An Agent, Lender or other entity positioned between a Fund and the Obligor may become insolvent or enter FDIC receivership or bankruptcy. A Fund might incur certain costs and delays in realizing payment on a Loan or suffer a loss of principal and/or interest if assets or interests held by the Agent, Lender or other party positioned between a Fund and the Obligor are determined to be subject to the claims of the Agent’s, Lender’s or such other party’s creditors.
Regulatory Changes. To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make Loans, particularly in connection with highly leveraged transactions, the availability of Loans for investment may be adversely affected. Furthermore, such legislation or regulation could depress the market value of Loans held by a Fund.
Inventory Risk. Affiliates of the Adviser or Sub-Adviser may participate in the primary and secondary market for Loans. Because of limitations imposed by applicable law, the presence of the Adviser’s or Sub-Adviser’s affiliates in the Loan market may restrict a Fund’s ability to acquire some Loans, affect the timing of such acquisition or affect the price at which the Loan is acquired.
Information Risk. There is typically less publicly available information concerning Loans than other types of fixed income investments. As a result, a Fund generally will be dependent on reports and other information provided by the Obligor, either directly or through an Agent, to evaluate the Obligor’s creditworthiness or to determine the Obligor’s compliance with the covenants and other terms of the Loan Agreement. Such reliance may make investments in Loans more susceptible to fraud than other types of investments. In addition, because the Adviser or Sub-Adviser may wish to invest in the publicly traded
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securities of an Obligor, it may not have access to material non-public information regarding the Obligor to which other Loan investors have access.
Junior Loan Risk. Junior Loans are subject to the same general risks inherent to any Loan investment. Due to their lower place in the Obligor’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same Obligor. Junior Loans that are Bridge Loans generally carry the expectation that the Obligor will be able to obtain permanent financing in the near future. Any delay in obtaining permanent financing subjects the Bridge Loan investor to increased risk. An Obligor’s use of Bridge Loans also involves the risk that the Obligor may be unable to locate permanent financing to replace the Bridge Loan, which may impair the Obligor’s perceived creditworthiness.
LIBOR Replacement Risk. Certain instruments in which a Fund may invest are subject to rates that are tied to an interest rate, such as the London Interbank Offered Rate (“LIBOR”). The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, has announced that the FCA will no longer persuade nor compel banks to submit rates for the calculation of LIBOR after 2021. On March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator, or no longer be representative immediately after December 31, 2021, for all four LIBOR settings (British Pound (“GBP”), Euro, Swiss Franc and Japanese Yen) and one-week and two-month U.S. dollar LIBOR settings, and immediately after June 30, 2023 for the remaining U.S. dollar LIBOR settings, including three-month U.S. dollar LIBOR. Replacement rates that have been identified include the Secured Overnight Financing Rate (“SOFR”), which is intended to replace U.S. dollar LIBOR and measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities, and the Sterling Overnight Index Average Rate (“SONIA”), which is intended to replace GBP LIBOR and measures the overnight interest rate paid by banks for unsecured transactions in the sterling market, although other replacement rates could be adopted by market participants. Although the transition process away from LIBOR has become increasingly well-defined in advance of the anticipated discontinuation date, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. Any potential effects of the transition away from LIBOR on a Fund or on certain instruments in which a Fund invests can be difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. In addition, interest rate provisions included in such contracts may need to be renegotiated in contemplation of the transition away from LIBOR. The transition may also result in a reduction in the value of certain instruments held by a Fund or a reduction in the effectiveness of related Fund transactions such as hedges. In addition, an instrument’s transition to a replacement rate could result in variations in the reported yields of a Fund that holds such instrument. The usefulness of LIBOR as a benchmark could deteriorate during the transition period and, at this time, it is not possible to predict the effect of the establishment of SOFR, SONIA or any other replacement rates or any other reforms to LIBOR. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Fund.
Non-Investment Grade Debt Securities (Junk Bonds)
The Funds invest in non-investment grade debt securities. Non-investment grade debt securities are medium- to low-quality debt obligations. Debt obligations rated below investment grade (BB/Ba or lower) are commonly known as “high yield,” “high risk” or “junk” bonds. Junk bonds, while generally offering higher yields than investment grade securities with similar maturities, involve greater risks, including the possibility of default or bankruptcy. They are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. The special risk considerations in connection with investments in these securities are discussed below. Refer to Appendix A of this Statement of Additional Information for a discussion of securities ratings.
(1) Effect of Interest Rates and Economic Changes. All interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. In addition, the market values of junk bond securities tend to reflect individual issuer developments to a greater extent than do the market values of higher rated securities, which react primarily to fluctuations in the general level of interest rates. Junk bond securities also tend to be more sensitive to economic conditions than are higher rated securities. As a result, they generally involve more credit risk than securities in the higher rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of junk bond securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The risk of loss due to
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default by an issuer of these securities is significantly greater than by an issuer of higher rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a junk bond security defaults, a Fund may incur additional expenses to seek recovery. Periods of economic uncertainty and changes would also generally result in increased volatility in the market prices of these and thus in the Fund’s net asset value.
The value of a junk bond security will generally decrease in a rising interest rate market and, accordingly, so will a Fund’s net asset value. If a Fund experiences unexpected net redemptions in such a market, it may be forced to liquidate a portion of its portfolio securities without regard to their investment merits. Due to the limited liquidity of certain junk bond securities, a Fund may be forced to liquidate these securities at a substantial discount. Any such liquidation would reduce a Fund’s asset base over which expenses could be allocated and could result in a reduced rate of return for the Fund.
(2) Payment Expectations. Junk bond securities typically contain redemption, call, or prepayment provisions that permit the issuer of securities containing such provisions to redeem the securities at its discretion. During periods of falling interest rates, issuers of these securities are likely to redeem or prepay the securities and refinance them with debt securities with a lower interest rate. To the extent an issuer is able to refinance the securities, or otherwise redeem them, a Fund may have to replace the securities with lower yielding securities, which could result in a lower return for the Fund.
(3) Credit Ratings. Credit ratings are issued by credit rating agencies and are indicative of the rated securities’ safety of principal and interest payments. They do not, however, evaluate the market value risk of junk bond securities and, therefore, may not fully reflect the true risks of such an investment. In addition, credit rating agencies may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality. Investments in junk bonds will depend more upon credit analysis by the Sub-Adviser than investments in investment grade debt securities. The Sub-Adviser employs its own credit research and analysis, which includes a study of the issuer’s existing debt, capital structure, ability to service debts and pay dividends, sensitivity to economic conditions, operating history, and current earnings trend. The Sub-Adviser continually monitors the Funds’ investments and carefully evaluates whether to dispose of or to retain junk bond securities whose credit ratings or credit quality may have changed.
(4) Liquidity and Valuation. A Fund may have difficulty disposing of certain junk bond securities because there may be a thin trading market for such securities. Not all dealers maintain markets in all junk bond securities. As a result, there is no established retail secondary market for many of these securities. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher rated securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. The lack of a liquid secondary market for certain securities may also make it more difficult for a Fund to obtain accurate market quotations for purposes of valuing its securities. Market quotations are generally available on many junk bond issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. During periods of thin trading, the spread between bid and asked prices is likely to increase significantly. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of junk bond securities, especially in a thinly traded market.
Non-U.S. Securities
The Funds may invest in U.S. dollar-denominated securities issued by non-U.S. companies. Investments in securities of non-U.S. companies involve risks in addition to the usual risks inherent in domestic investments.
Non-U.S. securities are affected by the fact that in many countries there is less publicly available information about issuers than is available in the reports and ratings published about companies in the United States and such issuers may not be subject to uniform accounting, auditing and financial reporting standards. Other risks inherent in non-U.S. investments include expropriation; confiscatory taxation; withholding taxes on dividends and interest; less extensive regulation of non-U.S. brokers, securities markets and issuers; diplomatic developments; and political or social instability. Non-U.S. economies may differ favorably or unfavorably from the U.S. economy in various respects, and many non-U.S. securities
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are less liquid and their prices tend to be more volatile than comparable U.S. securities. From time to time, non-U.S. securities may be difficult to liquidate rapidly without adverse price effects.
The Funds may also invest in non-U.S. securities by purchasing depositary receipts, including American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) or other securities representing indirect ownership interests in the securities of non-U.S. companies, including New York Shares. Generally, ADRs, in registered form, are denominated in U.S. dollars and are designated for use in the U.S. securities markets, while EDRs and GDRs are typically in bearer form and may be denominated in non-U.S. currencies and are designed for use in European and other markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying non-U.S. security. ADRs, EDRs and GDRs are deemed to have the same classification as the underlying securities they represent, except that ADRs, EDRs and GDRs shall be treated as indirect non-U.S. investments. Thus, an ADR, EDR or GDR representing ownership of common stock will be treated as common stock. ADRs, EDRs and GDRs do not eliminate all of the risks associated with directly investing in the securities of non-U.S. companies, such as changes in non-U.S. currency exchange rates. However, by investing in ADRs rather than directly in non-U.S. companies’ stock, the Funds avoid currency risks during the settlement period.
Other types of depositary receipts include American Depositary Shares (“ADSs”), Global Depositary Certificates (“GDCs”) and International Depositary Receipts (“IDRs”). ADSs are shares issued under a deposit agreement representing the underlying ordinary shares that trade in the issuer’s home market. An ADR, described above, is a certificate that represents a number of ADSs. GDCs and IDRs are typically issued by a non-U.S. bank or trust company, although they may sometimes also be issued by a U.S. bank or trust company. GDCs and IDRs are depositary receipts that evidence ownership of underlying securities issued by either a non-U.S. or a U.S. corporation.
Depositary receipts may be available through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by a depositary and the issuer of the security underlying the receipt. An unsponsored facility may be established by a depositary without participation by the issuer of the security underlying the receipt. There are greater risks associated with holding unsponsored depositary receipts. For example, if a Fund holds an unsponsored depositary receipt, it will generally bear all of the costs of establishing the unsponsored facility. In addition, the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security. Whether a sponsored or unsponsored facility, there is no assurance that either would pass through to the holders of the receipts voting rights with respect to the deposited securities.
In considering whether to invest in the securities of a non-U.S. company, the portfolio managers consider such factors as the characteristics of the particular company, differences between economic trends, and the performance of securities markets in the United States and other countries. The portfolio managers also consider factors relating to the general economic, governmental and social conditions of the country or countries where the company is located.
Securities transactions conducted outside the United States may not be regulated as rigorously as in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, non-U.S. securities, currencies and other instruments. The value of such positions also could be adversely affected by (i) other complex non-U.S. political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in a Fund’s ability to act upon economic events occurring in non-U.S. markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and the margin requirements than in the United States, (v) currency exchange rate changes, and (vi) lower trading volume and liquidity.
Emerging Markets Risk
The Funds may invest in securities issued by companies located in emerging markets. Emerging market countries are generally in the initial stages of their industrialization cycles with low per capita income. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. They generally do not have the level of market efficiency and strict standards in accounting and securities regulation to be on par with advanced economies, but emerging markets will typically have a physical financial infrastructure, including banks, a stock exchange and a unified currency. Investments in emerging markets come with much greater risk due to political instability, domestic infrastructure problems, currency volatility and limited investment opportunities (many large companies may still be “state-run” or private). Also, local securities exchanges
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may not offer liquid markets for outside investors. All of the risks of investing in non-U.S. securities described above are heightened by investing in emerging markets countries.
Currency Risk
Even though the non-U.S. securities held by a Fund are traded in U.S. dollars, their prices are typically indirectly influenced by currency fluctuations. The exchange rates between the U.S. dollar and non-U.S. currencies depend upon such factors as supply and demand in the currency exchange markets, international balance of payments, governmental intervention, speculation and other economic and political conditions. The Funds may also be subject to currency risk through investments in ADRs and other non-U.S. securities denominated in U.S. dollars.
Preferred Securities
The Funds may invest in preferred securities, including both traditional preferred securities and non-traditional preferred securities. Traditional preferred securities are generally securities of the issuer that have priority over the issuer’s common shares as to the payment of dividends (i.e., the issuer cannot pay dividends on its common shares until the dividends on the preferred shares are current) and as to the payout of proceeds of a bankruptcy or other liquidation, but are subordinate to an issuer’s senior debt and junior debt as to both types of payments. Additionally, in a bankruptcy or other liquidation, traditional preferred securities are generally subordinate to an issuer’s trade creditors and other general obligations. Traditional preferred securities may be perpetual or have a term, and typically have a fixed liquidation (or “par”) value.
The term “preferred securities” also includes certain hybrid securities and other types of preferred securities that do not have the traditional features described above. Preferred securities that are hybrid securities often behave similarly to investments in traditional preferred securities and are regarded by market investors as being part of the preferred securities market. Such hybrid securities possess varying combinations of features of both debt and traditional preferred securities and as such they may constitute senior debt, junior debt or preferred shares in an issuer’s capital structure. Thus, they may not be subordinate to a company’s debt securities (as are traditional preferred securities).
Hybrid securities include trust preferred securities. Trust preferred securities are typically issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics, or by an affiliated business trust of a corporation or other special purpose entity, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The trust preferred securities market consists of both fixed and floating coupon rate securities that are either perpetual in nature or have stated maturity dates. Trust preferred securities may defer payment of income without triggering an event of default. These securities may have many characteristics of equity due to their subordinated position in an issuer’s capital structure.
Preferred securities may also include certain forms of debt that have many characteristics of preferred shares, and that are regarded by the investment marketplace to be part of the broader preferred securities market. Among these preferred securities are certain exchange-listed debt issues that historically have several attributes, including trading and investment performance characteristics, in common with exchange-listed traditional preferred securities and hybrid securities. Generally, these types of preferred securities are senior debt or junior debt in the capital structure of an issuer.
As a general matter, dividend or interest payments on preferred securities may be cumulative or non-cumulative and may be deferred (in the case of cumulative payments) or skipped (in the case of non-cumulative payments) at the option of the issuer. Generally, preferred security holders have no voting rights with respect to the issuing company, except in some cases voting rights may arise if the issuer fails to pay the preferred share dividends or if a declaration of default occurs and is continuing.
Preferred securities may either trade OTC or trade on an exchange. Preferred securities can be structured differently for retail and institutional investors, and the Funds may invest in preferred securities of either structure. The retail segment is typified by $25 par value exchange-traded securities and the institutional segment is typified by $1,000 par value OTC securities. Both $25 and $1,000 par value securities are often callable at par value, typically at least five years after their original issuance date.
Short Sales Against the Box
When a Fund’s portfolio managers believe that the price of a particular security held by the Fund may decline, it may make “short sales against the box” to hedge the unrealized gain on such security. Selling short against the box involves selling a security which the Fund owns for delivery at a specified date in the future. A Fund will limit its transactions in short sales against the box to 5% of its net assets. If, for
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example, a Fund bought 100 shares of ABC at $40 per share in January and the price appreciates to $50 in March, the Fund might “sell short” the 100 shares at $50 for delivery the following July. Thereafter, if the price of the stock declines to $45, it will realize the full $1,000 gain rather than the $500 gain it would have received had it sold the stock in the market. On the other hand, if the price appreciates to $55 per share, the Fund would be required to sell at $50 and thus receive a $1,000 gain rather than the $1,500 gain it would have received had it sold the stock in the market. A Fund may also be required to pay a premium for short sales which would partially offset any gain.
U.S. Government Securities
U.S. government securities include securities that are issued or guaranteed by the United States Treasury, by various agencies of the U.S. government, or by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury securities are backed by the “full faith and credit” of the United States. Securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the United States. Some of the U.S. government agencies that issue or guarantee securities include the Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, Maritime Administration, Small Business Administration and The Tennessee Valley Authority. An instrumentality of the U.S. government is a government agency organized under Federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among others, Federal Home Loan Banks, the Federal Land Banks, Central Bank for Cooperatives, Federal Intermediate Credit Banks and FNMA. In the case of those U.S. government securities not backed by the full faith and credit of the United States, the investor must look principally to the agency or instrumentality issuing or guaranteeing the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency or instrumentality does not meet its commitment. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate.
Variable, Floating, and Fixed Rate Debt Obligations
The debt obligations in which the Funds invest may have variable, floating, or fixed interest rates. Variable rate securities provide for periodic adjustments in the interest rate. Floating rate securities are generally offered at an initial interest rate which is at or above prevailing market rates. The interest rate paid on floating rate securities is then reset periodically (commonly every 90 days) to an increment over some predetermined interest rate index. Commonly utilized indices include the three-month Treasury bill rate, the 180-day Treasury bill rate, the one-month or three-month LIBOR, the prime rate of a bank, the commercial paper rates, or the longer-term rates on U.S. Treasury securities. Variable and floating rate securities are relatively long-term instruments that often carry demand features permitting the holder to demand payment of principal at any time or at specified intervals prior to maturity plus accrued interest. In order to most effectively use these securities, the Sub-Adviser must correctly assess probable movements in interest rates. If the Sub-Adviser incorrectly forecasts such movements, a Fund could be adversely affected by use of variable and floating rate securities.
For the floating rate securities that use LIBOR, which is scheduled to be phased out as a benchmark rate, there remains some uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. Any potential effects of the transition away from LIBOR on a Fund or on certain instruments in which a Fund invests can be difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. In addition, interest rate provisions included in such contracts may need to be renegotiated in contemplation of the transition away from LIBOR. The transition may also result in a reduction in the value of certain instruments held by a Fund or a reduction in the effectiveness of related Fund transactions such as hedges. In addition, an instrument’s transition to a replacement rate could result in variations in the reported yields of a Fund that holds such instrument. The usefulness of LIBOR as a benchmark could deteriorate during the transition period and, at this time, it is not possible to predict the effect of the establishment of replacement rates or any other reforms to LIBOR. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Fund.
Fixed rate securities pay a fixed rate of interest and tend to exhibit more price volatility during times of rising or falling interest rates than securities with variable or floating rates of interest. The value of fixed rate securities will tend to fall when interest rates rise and rise when interest rates fall. The value of variable or floating rate securities, on the other hand, fluctuates much less in response to market interest
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rate movements than the value of fixed rate securities. This is because variable and floating rate securities behave like short-term instruments in that the rate of interest they pay is subject to periodic adjustments according to a specified formula, usually with reference to some interest rate index or market interest rate. Fixed rate securities with short-term characteristics are not subject to the same price volatility as fixed rate securities without such characteristics. Therefore, they behave more like variable or floating rate securities with respect to price volatility.
When-Issued or Delayed-Delivery Transactions
Each Fund may from time to time purchase securities on a “when-issued” or other delayed-delivery basis. The price of securities purchased on a when-issued basis is fixed at the time the commitment to purchase is made, but delivery and payment for the securities take place at a later date. Normally, the settlement date occurs within 45 days of the purchase. During the period between the purchase and settlement, no payment is made by a Fund to the issuer and no interest is accrued on debt securities and no dividend income is earned on equity securities. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date. This risk is in addition to the risk of decline in value of a Fund’s other assets. Although when-issued securities may be sold prior to the settlement date, the Funds intend to purchase such securities with the purpose of actually acquiring them. At the time a Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the value of the security in determining its net asset value. The Funds do not believe that net asset value will be adversely affected by purchases of securities on a when-issued basis.
Each Fund will designate on its books or maintain in a segregated account cash and liquid securities equal in value to commitments for when-issued securities. When the time comes to pay for when-issued securities, each Fund will meet its obligations from then-available cash flow, sale of the segregated securities, sale of other securities or, although it would not normally expect to do so, from the sale of the when-issued securities themselves (which may have a market value greater or less than the Fund’s payment obligation).
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MANAGEMENT
The management of the Trust, including general supervision of the duties performed for the Funds by the Adviser under the Investment Management Agreement, is the responsibility of the Board of Trustees. The number of trustees of the Trust is 12, all of whom are not interested persons (referred to herein as “independent trustees”). None of the independent trustees has ever been a trustee, director or employee of, or consultant to, the Adviser or its affiliates. The names, business addresses and years of birth of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each trustee oversees and other directorships they hold are set forth below. Except as noted in the table below, the trustees of the Trust are directors or trustees, as the case may be, of 142 Nuveen-sponsored registered investment companies (the “Nuveen Funds”), which include 65 open-end mutual funds (the “Nuveen Mutual Funds”), 59 closed-end funds and 18 exchange-traded funds.
Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
Independent Trustees: |
||||||
|
||||||
Jack B. Evans
|
Trustee |
Term—Indefinite
|
Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation (private philanthropic corporation); Life Trustee of Coe College; formerly, Director, Public Member, American Board of Orthopaedic Surgery (2015-2020); Director (1997-2003), Federal Reserve Bank of Chicago; President and Chief Operating Officer (1972-1995), SCI Financial Group, Inc. (regional financial services firm); Member and President Pro Tem of the Board of Regents for the State of Iowa University System (2007-2013); Director (1996-2015), The Gazette Company (media and publishing). |
142 |
Formerly, Director and Chairman (2009-2021), United Fire Group, a publicly held company; Director (2000-2004), Alliant Energy. |
|
|
||||||
William C. Hunter
|
Trustee |
Term—Indefinite
|
Dean Emeritus, formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; past Director (2005-2015) and past President (2010-2014) of Beta Gamma Sigma, Inc., The International Business Honor Society; formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance (2003-2006), School of Business at the University of Connecticut; previously, Senior Vice President and Director of Research (1995-2003) at the Federal Reserve Bank of Chicago. |
142 |
Director (since 2009) of Wellmark, Inc.; formerly, Director (2004-2018) of Xerox Corporation. |
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Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
|||||
Amy B. R. Lancellotta
|
Trustee |
Term—Indefinite
|
Formerly, Managing Director, Independent Directors Council (IDC) (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006); Member of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA) (since 2020). |
142 |
None |
|
|||||
Joanne T. Medero
|
Trustee |
Term—Indefinite
|
Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019). |
142 |
None |
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Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
|||||
Albin F. Moschner
|
Trustee |
Term—Indefinite
|
Founder and Chief Executive Officer, Northcroft Partners, LLC (management consulting) (since 2012); previously, held positions at Leap Wireless International, Inc. (consumer wireless services), including Consultant (2011-2012), Chief Operating Officer (2008-2011) and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (telecommunication services) (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunication services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics). |
142 |
Formerly, Chairman (2019) and Director (2012-2019), USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment transactions; formerly, Director, Wintrust Financial Corporation (1996-2016). |
|
|||||
John K. Nelson
|
Trustee |
Term—Indefinite
|
Member of Board of Directors of Core12 LLC (private firm which develops branding, marketing and communications strategies for clients) (since 2008); served The President's Council of Fordham University (2010-2019) and previously a Director of the Curran Center for Catholic American Studies (2009-2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP (2012-2014); former Chair of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007. |
142 |
None |
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Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
|||||
Judith M. Stockdale
|
Trustee |
Term—Indefinite
|
Board Member of the Land Trust Alliance (national public charity addressing natural land and water conservation in the U.S.) (since 2013); formerly, Board Member of the U.S. Endowment for Forestry and Communities (national endowment addressing forest health, sustainable forest production and markets, and economic health of forest-reliant communities in the U.S.) (2013-12/2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (private foundation endowed to support both natural land conservation and artistic vitality); prior thereto, Executive Director, Great Lakes Protection Fund (endowment created jointly by seven of the eight Great Lake states’ Governors to take a regional approach to improving the health of the Great Lakes) (1990-1994). |
142 |
None |
|
|||||
Carole E. Stone
|
Trustee |
Term—Indefinite
|
Former Director, Chicago Board Options Exchange, Inc. (2006-2017) and C2 Options Exchange, Incorporated (2009-2017); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010). |
142 |
Formerly, Director (2010-2020), Cboe Global Markets, Inc. (formerly named CBOE Holdings, Inc.). |
|
|||||
Matthew Thornton III
|
Trustee |
Term—Indefinite
|
Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly, Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (a non-profit organization dedicated to preventing childhood injuries). |
142 |
Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Member of the Board of Directors (since 2020), Crown Castle International (provider of communications infrastructure). |
S-31
Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
|||||
Terence J. Toth
|
Chair of
|
Term—Indefinite
|
Formerly, Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); Director, Quality Control Corporation (manufacturing) (since 2012); formerly, Director, Fulcrum IT Service LLC (information technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994); Member, Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy) (since 2012) and is Chair of its Investment Committee; formerly, Member, Chicago Fellowship Board (philanthropy) (2005-2016); 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). |
142 |
None |
|
|||||
Margaret L. Wolff
|
Trustee |
Term—Indefinite
|
Formerly, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services) (2005-2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the Board of Trustees of The John A. Hartford Foundation (philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College. |
142 |
Formerly, Member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). |
S-32
Name, Business Address
|
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|
|||||
Robert L. Young
|
Trustee |
Term—Indefinite
|
Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017). |
142 |
None |
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|
|||
Name, Business Address
|
Position(s) Held
|
Term of Office and Length of Time
|
Principal Occupation(s) During Past Five Years |
Officers of the Trust: |
|||
|
|||
Mark J. Czarniecki
|
Vice President and Secretary |
Term—Indefinite
|
Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2016) and Nuveen Fund Advisors, LLC (since 2017); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2018); Vice President and Associate General Counsel of Nuveen (since 2013). |
|
|||
Diana R. Gonzalez
|
Vice President and Assistant Secretary |
Term—Indefinite
|
Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2017); Vice President and Associate General Counsel of Nuveen (since 2017); formerly, Associate General Counsel of Jackson National Asset Management (2012-2017). |
|
|||
Nathaniel T. Jones
|
Vice President and Treasurer |
Term—Indefinite
|
Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Senior Vice President (2016-2017), Vice President (2011-2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst. |
|
|||
Tina M. Lazar
|
Vice President |
Term—Indefinite
|
Managing Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC. |
|
|||
Brian J. Lockhart
|
Vice President |
Term—Indefinite
|
Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Vice President (2010-2017) of Nuveen, Head of Investment Oversight (since 2017), formerly, Team Leader of Manager Oversight (2015-2017); Managing Director (since 2019), Nuveen Fund Advisors, LLC; Chartered Financial Analyst and Certified Financial Risk Manager. |
|
|||
Jacques M. Longerstaey
|
Vice President |
Term—Indefinite
|
Senior Managing Director, Chief Risk Officer, Nuveen, LLC (since 2019); Senior Managing Director (since 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and Model Risk Officer, Wealth & Investment Management Division, Wells Fargo Bank (NA) (2013–2019). |
|
|||
Kevin J. McCarthy
|
Vice President and Assistant Secretary |
Term—Indefinite
|
Senior Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017), Managing Director and Assistant Secretary (2008-2016); Senior Managing Director (since 2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly, Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Fund Advisors, LLC, formerly, Co-General Counsel (2011-2020), Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Asset Management, LLC, formerly, Associate General Counsel (2011-2020), Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011-2016); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, and Winslow Capital Management, LLC (since 2010); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative Investments, LLC. |
|
|||
Jon Scott Meissner
|
Vice President and Assistant Secretary |
Term—Indefinite
|
Managing Director of Mutual Fund Tax and Financial Reporting groups at Nuveen, LLC (since 2017); Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Director of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2016); Senior Director (since 2015) Mutual Fund Taxation to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has held various positions with TIAA since 2004. |
S-34
Board Leadership Structure and Risk Oversight
The Board of Directors or the Board of Trustees (as the case may be, each is referred to hereafter as the “Board” or “Board of Trustees” and the directors or trustees of the Nuveen Funds, as applicable, are
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each referred to herein as “trustees”) oversees the operations and management of the Nuveen Funds, including the duties performed for the Nuveen Funds by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of trustees who serve on the board of every fund in the Nuveen Fund complex. In adopting a unitary board structure, the trustees seek to provide effective governance through establishing a board, the overall composition of which will, as a body, possess the appropriate skills, diversity (including, among other things, gender, race and ethnicity), independence and experience to oversee the Nuveen 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 trustees consider, not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent trustees. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background (including, among other things, gender, race and ethnicity), skills, experience and views among 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 trustees across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the investment adviser and other service providers.
In an effort to enhance the independence of the Board, the Board also has a Chair that is an independent trustee. The Board recognizes that a chair can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for fund management, and reinforcing the Board’s focus on the long-term interests of shareholders. The Board recognizes that a chair may be able to better perform these functions without any conflicts of interests arising from a position with fund management. Accordingly, the trustees have elected Mr. Toth to serve as the independent Chair of the Board. Specific responsibilities of the Chair include: (i) presiding at all meetings of the Board and of the shareholders; (ii) seeing that all orders and resolutions of the trustees are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the trustees 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 trustees to focus on particular operations or issues affecting the Nuveen Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation 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 trustees among the different committees allows the trustees to gain additional and different perspectives of a Nuveen 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 Open-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 Mr. Toth, Chair, Ms. Wolff and Mr. Young. During the fiscal year ended September 30, 2021, the Executive Committee did not meet.
The Audit Committee assists the Board in the oversight and monitoring of the accounting and reporting policies, processes and practices of the Nuveen Funds, and the audits of the financial statements of the Nuveen Funds; the quality and integrity of the financial statements of the Nuveen Funds; the Nuveen Funds’ compliance with legal and regulatory requirements relating to the Nuveen Funds’ financial statements; the independent auditors’ qualifications, performance and independence;
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and the pricing procedures of the Nuveen Funds and the Adviser’s internal valuation group. 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 Nuveen Funds’ portfolios. Subject to the Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Nuveen Funds’ pricing procedures and actions taken by the Adviser’s internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Nuveen Funds’ securities brought to its attention and considers the risks to the Nuveen Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Nuveen Funds in conjunction with performing its functions.
To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Nuveen Funds and the Adviser’s internal audit group. The Audit Committee also may review in a general manner the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Nuveen Funds’ financial statements. The committee operates under a written charter adopted and approved by the Board. Members of the Audit Committee shall be independent (as set forth in the charter) and free of any relationship that, in the opinion of the trustees, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Ms. Stone, Chair, Mr. Evans, Mr. Moschner, Mr. Nelson, Ms. Stockdale and Mr. Young, each of whom is an independent trustee of the Nuveen Funds. During the fiscal year ended September 30, 2021, the Audit Committee met four times.
The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. 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 of the Nuveen Funds.
In addition, the Nominating and Governance Committee, among other things, makes recommendations concerning the continuing education of trustees; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with members of the Board; and periodically reviews and makes recommendations about any appropriate changes to trustee compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to William Siffermann, Manager of Fund Board Relations, Nuveen, LLC, 333 West Wacker Drive, Chicago, IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new trustees and reserves the right to interview any and all candidates and to make the final selection of any new trustees. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence meetings to sub-advisers and service providers) and, if qualifying as an independent trustee candidate, independence from the Adviser, the Sub-Adviser, the Distributor and other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent trustees at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with
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management and yet maintain a collegial and collaborative manner toward other Board members. The committee operates under a written charter adopted and approved by the Board. This committee is composed of the independent trustees of the Nuveen Funds. Accordingly, the members of the Nominating and Governance Committee are Mr. Toth, Chair, Mr. Evans, Dr. Hunter, Ms. Lancellotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Ms. Stockdale, Ms. Stone, Mr. Thornton, Ms. Wolff and Mr. Young. During the fiscal year ended September 30, 2021, the Nominating and Governance Committee met seven times.
The Dividend Committee is authorized to declare distributions on the Nuveen Funds’ shares, including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are Mr. Young, Chair, Mr. Moschner, Mr. Nelson and Mr. Thornton. During the fiscal year ended September 30, 2021, the Dividend Committee met three times.
The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Nuveen Funds that are not otherwise the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Nuveen Funds’ compliance and risk matters. As part of its duties, the Compliance Committee reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Nuveen Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.
In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of 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 committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Nuveen Funds in adopting a particular approach compared to the anticipated benefits to the Nuveen 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 Nuveen 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 Nuveen Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the Adviser’s investment services group 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 committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Ms. Wolff, Chair, Dr. Hunter, Ms. Lancellotta, Ms. Medero, Mr. Nelson, Mr. Thornton and Mr. Toth. During the fiscal year ended September 30, 2021, the Compliance Committee met four times.
The Open-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen Funds that are registered as open-end management investment companies (“Open-End Funds”). The committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Open-End Fund and may review and evaluate any matters relating to any existing Open-End Fund. The committee operates under a written charter adopted and approved by the Board. The members of the Open-End Funds Committee are Mr. Moschner, Chair, Ms. Medero, Ms. Stockdale, Ms. Stone, Mr. Thornton, Mr. Toth and Mr. Young. During the fiscal year ended September 30, 2021, the Open-End Funds Committee met four times.
Board Diversification and Trustee Qualifications
In determining that a particular trustee was qualified to serve on the Board, the Board has considered each trustee’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that trustees need to have the ability to critically
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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 trustee satisfies this standard. An effective trustee 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 trustee should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of trustees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any trustee 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.
Jack B. Evans
Mr. Evans has served as Chairman (since 2019) and President (1996-2019) of the Hall-Perrine Foundation, a private philanthropic corporation. Mr. Evans was formerly President and Chief Operating Officer (1972-1995) of the SCI Financial Group, Inc., a regional financial services firm headquartered in Cedar Rapids, Iowa. He was a member of the Board of the Federal Reserve Bank of Chicago from 1997 to 2003 as well as a Director of Alliant Energy from 2000 to 2004 and Member and President Pro Tem of the Board of Regents for the State of Iowa University System from 2007 to 2013. Mr. Evans is a Life Trustee of Coe College and formerly served as Chairman of the Board of United Fire Group from 2009 to 2021, served as a Director and Public Member of the American Board of Orthopaedic Surgery from 2015 to 2020 and served on the Board of The Gazette Company from 1996 to 2015. He has a Bachelor of Arts from Coe College and an M.B.A. from the University of Iowa.
William C. Hunter
Dr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa in 2012, after having served as Dean of the College since July 2006. He had been Dean and Distinguished Professor of Finance at the University of Connecticut School of Business from 2003 to 2006. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. He has held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. He has consulted with numerous foreign central banks and official agencies in Europe, Asia, Central America and South America. He has been a Director of Wellmark, Inc. since 2009. He is a past Director (2005-2015) and a past President (2010-2014) of Beta Gamma Sigma, Inc., The International Business Honor Society and a past Director (2004-2018) of the Xerox Corporation. Dr. Hunter received his PhD (1978) and MBA (1970) from Northwestern University and his BS from Hampton University (1970).
Amy B.R. Lancellotta
After 30 years of service, Ms. Lancellotta retired at the end of 2019 from the Investment Company Institute (ICI), which represents regulated investment companies on regulatory, legislative and securities industry initiatives that affect funds and their shareholders. From November 2006 until her retirement, Ms. Lancellotta served as Managing Director of ICI’s Independent Directors Council (IDC), which supports fund independent directors in fulfilling their responsibilities to promote and protect the interests of fund shareholders. At IDC, Ms. Lancellotta was responsible for all ICI and IDC activities relating to the fund independent director community. In conjunction with her responsibilities, Ms. Lancellotta advised and represented IDC, ICI, independent directors and the investment company industry on issues relating to fund governance and the role of fund directors. She also directed and coordinated IDC’s education, communication, governance and policy initiatives. Prior to serving as Managing Director of IDC, Ms. Lancellotta held various other positions with ICI beginning in 1989. Before joining ICI, Ms. Lancellotta was an associate at two Washington, D.C. law firms. In addition, since 2020, she has been a member of the Board of Directors of the Jewish Coalition Against Domestic Abuse (JCADA), an organization that seeks to end power-based violence, empower survivors and ensure safe communities. Ms. Lancellotta received a B.A. degree from Pennsylvania State University in 1981 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1984.
Joanne T. Medero
Ms. Medero has over 30 years of financial services experience and, most recently, from December 2009 until her retirement in July 2020, she was a Managing Director in the Government Relations and
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Public Policy Group at BlackRock, Inc. (BlackRock). From July 2018 to July 2020, she was also Senior Advisor to BlackRock’s Vice Chairman, focusing on public policy and corporate governance issues. In 1996, Ms. Medero joined Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI, she was a Managing Director and served as Global General Counsel and Corporate Secretary until 2006. Then, from 2006 to 2009, Ms. Medero was a Managing Director and Global Head of Government Relations and Public Policy at Barclays Group (IBIM), where she provided policy guidance and directed legislative and regulatory advocacy programs for the investment banking, investment management and wealth management businesses. Before joining BGI, Ms. Medero was a Partner at Orrick, Herrington & Sutcliffe LLP from 1993 to 1995, where she specialized in derivatives and financial markets regulation issues. Additionally, she served as General Counsel of the Commodity Futures Trading Commission (CFTC) from 1989 to 1993 and, from 1986 to 1989, she was Deputy Associate Director/Associate Director for Legal and Financial Affairs at The White House Office of Presidential Personnel. Further, from 2006 to 2010, Ms. Medero was a member of the CFTC Global Markets Advisory Committee and she has been actively involved in financial industry associations, serving as Chair of the Steering Committee of the SIFMA (Securities Industry and Financial Markets Association) Asset Management Group (2016-2018) and Chair of the CTA (Commodity Trading Advisor), CPO (Commodity Pool Operator) and Futures Committee of the Managed Funds Association (2010-2012). Currently, Ms. Medero chairs the Corporations, Antitrust and Securities Practice Group of The Federalist Society for Law and Public Policy (since 2010 and from 2000 to 2002). In addition, since 2019, she has been a member of the Board of Directors of the Baltic-American Freedom Foundation, which seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the United States. Ms. Medero received a B.A. degree from St. Lawrence University in 1975 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1978.
Albin F. Moschner
Mr. Moschner is a consultant in the wireless industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr. Moschner held various positions at Leap Wireless International, Inc., a provider of wireless services, where he was a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008. Before he joined Leap Wireless International, Inc., Mr. Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to 2000. Mr. Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995. Mr. Moschner was Chairman of the Board (2019) and a member of the Board of Directors (2012-2019) of USA Technologies, Inc. and, from 1996 until 2016, he was a member of the Board of Directors of Wintrust Financial Corporation. In addition, he is emeritus (since 2018) of the Advisory Boards of the Kellogg School of Management (1995-2018) and the Archdiocese of Chicago Financial Council (2012-2018). Mr. Moschner received a Bachelor of Engineering degree in Electrical Engineering from The City College of New York in 1974 and a Master of Science degree in Electrical Engineering from Syracuse University in 1979.
John K. Nelson
Mr. Nelson is on the Board of Directors of Core12, LLC (since 2008), a private firm that develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank's Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank's representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014). At Fordham University, he served as a director of The President's Council (2010- 2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as a trustee and Chairman of The Board of Trustees of Marian University (2011-2013). Mr. Nelson is a graduate of Fordham University and holds a BA in Economics (1984) and an MBA in Finance (1991).
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Judith M. Stockdale
Ms. Stockdale retired in 2012 as Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Low Country of South Carolina. She is currently a board member of the Land Trust Alliance (since 2013). Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands, and Senior Staff Associate at the Chicago Community Trust. She has served on the Advisory Council of the National Zoological Park, the Governor’s Science Advisory Council (Illinois), and the Nancy Ryerson Ranney Leadership Grants Program. She has served on the Boards of Brushwood Center, Forefront f/k/a Donors Forum and the U.S. Endowment for Forestry and Communities. 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 recently retired from the Board of Directors of the Cboe Global Markets, Inc. (formerly, CBOE Holdings, Inc.), having served from 2010-2020. She previously served on the Boards of the Chicago Board Options Exchange and C2 Options Exchange, Incorporated. 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. She has also served as the Chair of the New York Racing Association Oversight 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.
Matthew Thornton III
Mr. Thornton has over 40 years of broad leadership and operating experience from his career with FedEx Corporation (“FedEx”), which, through its portfolio of companies, provides transportation, e-commerce and business services. In November 2019, Mr. Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for day-to-day operations, strategic guidance, modernization of freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr. Thornton served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr. Thornton held a range of positions of increasing responsibility with FedEx, including various management positions. In addition, Mr. Thornton currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance Committee, and the Board of Directors of Crown Castle International (since 2020), where he is a member of the Strategy Committee and the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide®, a non-profit organization dedicated to the prevention of childhood injuries. Mr. Thornton is a member (since 2014) of the Executive Leadership Council (ELC), the nation’s premier organization of global black senior executives. He is also a member of the National Association of Corporate Directors (NACD). Mr. Thornton has been recognized by Black Enterprise on its 2017 list of the Most Powerful Executives in Corporate America and by Ebony on its 2016 Power 100 list of the world’s most influential and inspiring African Americans. Mr. Thornton received a B.B.A. degree from the University of Memphis in 1980 and an M.B.A. from the University of Tennessee in 2001.
Terence J. Toth
Mr. Toth, the Nuveen Funds’ Independent Chair, was a Co-Founding Partner of Promus Capital (2008-2017). From 2010 to 2019, he was a Director of Fulcrum IT Service LLC and from 2012 to 2016, he was a Director of LogicMark LLC. From 2008 to 2013, he was a Director of Legal & General Investment Management America, Inc. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the Boards of Quality Control Corporation (since 2012) and Catalyst Schools of Chicago (since 2008). He is on the Mather Foundation Board (since 2012) and is the Chair 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.
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Margaret L. Wolff
Ms. Wolff retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years of providing client service in the Mergers & Acquisitions Group. During her legal career, Ms. Wolff devoted significant time to advising boards and senior management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder, fiduciary, operational and management issues. From 2013 to 2017, she was a Board member of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). Ms. Wolff has been a trustee of New York-Presbyterian Hospital since 2005 and, since 2004, she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where she currently is the Chair. From 2005 to 2015, she was a trustee of Mt. Holyoke College and served as Vice Chair of the Board from 2011 to 2015. Ms. Wolff received her Bachelor of Arts from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of Law.
Robert L. Young
Mr. Young has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses, and co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice. Mr. Young holds a Bachelor of Business Administration degree in Accounting from the University of Dayton and, from 2008 to 2011, he served on the Investment Committee of its Board of Trustees.
Board Compensation
The following table shows, for each independent trustee, (1) the aggregate compensation (including deferred amounts) paid by the Funds for the fiscal year ended September 30, 2021, (2) the amount of total compensation paid by the Funds that has been deferred, and (3) the total compensation (including deferred amounts) paid to each trustee by the Nuveen Funds during the fiscal year ended September 30, 2021. Pursuant to the Board’s deferred compensation plan, a portion of the independent trustees’ compensation may be deferred and treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. The amount of total compensation that has been deferred provided below represents the total deferred fees (including the return from the assumed investment in the eligible Nuveen Funds) payable from the Funds.
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Name of Trustee |
Aggregate
|
Amount of Total
|
Total Compensation
|
|||||||||||||||||
Jack B. Evans |
$ |
3,251 |
$ |
263 |
$ |
394,846 |
||||||||||||||
William C. Hunter |
3,555 |
— |
403,750 |
|||||||||||||||||
Amy B. R. Lancellotta1 |
158 |
— |
18,500 |
|||||||||||||||||
Joanne T. Medero2 |
158 |
— |
18,500 |
|||||||||||||||||
Albin F. Moschner |
3,528 |
— |
401,950 |
|||||||||||||||||
John K. Nelson |
3,467 |
— |
425,250 |
|||||||||||||||||
Judith M. Stockdale |
3,328 |
1,308 |
404,051 |
|||||||||||||||||
Carole E. Stone |
3,285 |
876 |
404,947 |
|||||||||||||||||
Matthew Thornton III3 |
1,866 |
— |
234,500 |
|||||||||||||||||
Terence J. Toth |
3,931 |
— |
482,450 |
|||||||||||||||||
Margaret L. Wolff |
3,492 |
1,115 |
399,969 |
|||||||||||||||||
Robert L. Young |
3,746 |
3,746 |
422,160 |
1 Ms. Lancellotta was appointed to the Board of Trustees of the Nuveen Funds effective June 1, 2021.
2 Ms. Medero was appointed to the Board of Trustees of the Nuveen Funds effective June 1, 2021.
3 Mr. Thornton was elected to the Board of Trustees of the Nuveen Funds effective November 16, 2020.
Prior to January 1, 2021, independent trustees received a $195,000 annual retainer plus (a) a fee of $6,750 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 $5,000 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 Open-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 Chair of the Board received $90,000, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Open-End Funds Committee received $15,000 each as additional retainers. Independent trustees 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, 2021, independent trustees receive a $200,000 annual retainer, increased to $205,000 as of January 1, 2022, plus they receive (a) a fee of $7,000 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance is required and $2,000, increased to $3,000 as of January 1, 2022, per meeting for
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attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000, increased to $2,250 as of January 1, 2022, per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $5,000 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, increased to $1,250 as of January 1, 2022, 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 Open-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 Chair of the Board receives $100,000, increased to $125,000 as of January 1, 2022, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Open-End Funds Committee receive $15,000, increased to $20,000 as of January 1, 2022, each as additional retainers. Independent trustees also receive a fee of $3,500 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. In certain instances fees and expenses will be allocated only to those Nuveen Funds that are discussed at a given meeting. In certain circumstances, such as during the COVID-19 pandemic, the Board may hold in-person meetings by telephonic or videographic means and be compensated at the in-person rate.
The Trust does not have a retirement or pension plan. The Trust is a participant in a deferred compensation plan (the “Deferred Compensation Plan”) that permits any independent trustee to elect to defer receipt of all or a portion of his or her compensation as an independent trustee. The deferred compensation of a participating trustee is credited to a book reserve account of the participating Nuveen Funds when the compensation would otherwise have been paid to the trustee. The value of the trustee’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen Funds. An independent trustee may elect to receive distributions in a lump sum or over a period of five years. No participating Nuveen Fund will be liable for any other fund’s obligations to make distributions under the Deferred Compensation Plan.
The Funds have no employees. Each officer of the Trust serves without any compensation from the Funds. The CCO’s compensation, which is composed of base salary and incentive compensation, is paid by the Adviser, with review and input by the Board. Each Fund reimburses the Adviser for an allocable portion of the Adviser’s cost of the CCO’s incentive compensation.
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Share Ownership
The information in the table below discloses the dollar ranges of (i) each trustee’s beneficial ownership in each Fund, and (ii) each trustee’s aggregate beneficial ownership in all funds within the Nuveen Funds complex, including in each case the value of fund shares elected by the trustee in the trustees’ deferred compensation plan, based on the value of fund shares as of December 31, 2021:
Trustees |
||||||||||||||||||||||||
Evans |
Hunter |
Lancellotta1 |
Medero2 |
Moschner |
Nelson |
Stockdale |
Stone |
Thornton3 |
Toth |
Wolff |
Young |
|||||||||||||
Aggregate Holdings –
|
Over
|
Over
|
$0 |
$0 |
Over
|
Over
|
Over
|
Over
|
$0 |
Over
|
Over
|
Over
|
||||||||||||
Nuveen Floating Rate Income Fund |
$50,001-
|
$0 |
$0 |
$0 |
$0 |
$0 |
Over
|
Over
|
$0 |
$0 |
$0 |
Over
|
||||||||||||
Nuveen High Yield Income Fund |
$50,001-
|
$0 |
$0 |
$0 |
$0 |
$0 |
Over
|
Over
|
$0 |
$0 |
$0 |
Over
|
1 Ms. Lancellotta was appointed to the Board of Trustees of the Nuveen Funds effective June 1, 2021.
2 Ms. Medero was appointed to the Board of Trustees of the Nuveen Funds effective June 1, 2021.
3 Mr. Thornton was elected to the Board of Trustees of the Nuveen Funds effective November 16, 2020.
As of January 4, 2022, the officers and trustees of the Trust, in the aggregate, owned less than 1% of the shares of each of the Funds.
As of January 4, 2022, none of the independent trustees or their immediate family members owned, beneficially, or of record, any securities in (i) an investment adviser or principal underwriter of the Funds or (ii) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Funds.
Sales Loads
Trustees of the Trust and certain other Fund affiliates may purchase the Funds' Class R6 or Class I shares. See the Funds' Prospectus for details.
SERVICE PROVIDERS
Investment Adviser
Nuveen Fund Advisors, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the investment adviser of each Fund, with responsibility for the overall management of each Fund. The Adviser is also responsible for managing the Funds’ business affairs and providing day-to-day administrative services to the Funds. The Adviser has selected its affiliate, Nuveen Asset Management, located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as sub-adviser to manage the investment portfolios of the Funds. For additional information regarding the management services performed by the Adviser and the Sub-Adviser, see “Who Manages the Funds” in the Prospectus.
The Adviser is an affiliate of the Distributor, which is located at 333 West Wacker Drive, Chicago, Illinois 60606. The Distributor is the principal underwriter for the Nuveen Mutual Funds, and has served as co-managing underwriter for the shares of the Nuveen Closed-End Funds. The Adviser and the Distributor are subsidiaries of Nuveen, LLC, the investment management arm of TIAA.
For the management services and facilities furnished by the Adviser, each of the Funds has agreed to pay an annual management fee at a rate set forth in the Prospectus under “Who Manages the Funds.”
Each Fund’s management fee is divided into two components—a complex-level fee based on the aggregate amount of all eligible Nuveen Fund assets and a specific fund-level fee based only on the amount of assets within such Fund. This pricing structure enables Fund shareholders to benefit from growth in the assets within the respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser. Under no circumstances will this pricing structure result in a Fund paying management fees at a rate higher than would otherwise have been applicable had the complex-wide management fee structure not been implemented.
Each Fund has agreed to pay an annual fund-level management fee, payable monthly, based upon the average daily net assets of such Fund as set forth in the Prospectus.
The annual complex-level management fee for each Fund, payable monthly, which is additive to the fund-level fee, is based on the aggregate amount of total eligible assets managed for all Nuveen-branded closed-end funds and Nuveen Mutual Funds as stated in the table below:
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Complex-Level Asset |
Effective Rate at |
|
Breakpoint Level* |
Breakpoint Level |
|
$55 billion |
0.2000% |
|
$56 billion |
0.1996% |
|
$57 billion |
0.1989% |
|
$60 billion |
0.1961% |
|
$63 billion |
0.1931% |
|
$66 billion |
0.1900% |
|
$71 billion |
0.1851% |
|
$76 billion |
0.1806% |
|
$80 billion |
0.1773% |
|
$91 billion |
0.1691% |
|
$125 billion |
0.1599% |
|
$200 billion |
0.1505% |
|
$250 billion |
0.1469% |
|
$300 billion |
0.1445% |
* The complex-level fee is calculated based upon the aggregate daily “eligible assets” of all Nuveen-branded closed-end funds and Nuveen Mutual Funds. Except as described below, eligible assets include the net assets of all Nuveen-branded closed-end funds and Nuveen Mutual Funds organized in the United States. Eligible assets do not include assets attributable to investments in other Nuveen Funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen Fund complex in connection with Nuveen Fund Advisors’ assumption of the management of the former First American Funds effective January 1, 2011, but do include certain assets of certain Nuveen Mutual Funds that were reorganized into funds advised by an affiliate of Nuveen Fund Advisors during the 2019 calendar year. Eligible assets include closed-end fund assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes the closed-end funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining eligible assets in certain circumstances.
A Fund’s complex-level fee rate will not exceed the maximum overall complex-level fee rate of 0.2000%. As of December 31, 2021, each Fund’s effective complex-level fee rate was 0.1531%.
The following table sets forth the management fees (net of fee waivers and expense reimbursements) paid by the Funds and the fees waived and expenses reimbursed by the Adviser for the specified periods.
Management Fees Paid to the
|
Fee Waivers and Expense
|
||||||||||||||||||||||
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
||||||||||||||||||
Nuveen Floating Rate Income Fund |
$8,983,633 |
$5,306,792 |
$4,690,093 |
$ — |
$ — |
$ — |
|||||||||||||||||
Nuveen High Yield Income Fund |
3,233,750 |
2,926,373 |
3,091,714 |
254,991 |
250,403 |
412,776 |
In addition to the Adviser’s management fee, each Fund also pays a portion of the Trust’s general administrative expenses allocated in proportion to the net assets of each Fund. All fees and expenses are accrued daily and deducted before payment of dividends to investors.
Sub-Adviser
The Adviser has selected its affiliate, Nuveen Asset Management, to serve as sub-adviser to manage the investment portfolio of each Fund. The Adviser pays Nuveen Asset Management a portfolio management fee out of the advisory fee paid to the Adviser for its services to the Funds.
Portfolio Managers
The following individuals have primary responsibility for the day-to-day implementation of the investment strategies of the Funds:
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Name |
Fund |
|
|
Scott Caraher |
Nuveen Floating Rate Income Fund |
Nuveen High Yield Income Fund |
|
Jean C. Lin, CFA |
Nuveen High Yield Income Fund |
Kevin R. Lorenz, CFA |
Nuveen Floating Rate Income Fund |
Compensation
Portfolio managers are compensated through a combination of base salary and variable components consisting of (i) a cash bonus; (ii) a long-term performance award; and (iii) participation in a profits interest plan.
Base salary. A portfolio manager’s base salary is determined based upon an analysis of the portfolio manager’s general performance, experience and market levels of base pay for such position.
Cash bonus. A portfolio manager is eligible to receive an annual cash bonus that is based on three variables: risk-adjusted investment performance relative to benchmark generally measured over the most recent one, three and five year periods (unless the portfolio manager’s tenure is shorter), ranking versus Morningstar peer funds generally measured over the most recent one, three and five year periods (unless the portfolio manager’s tenure is shorter), and management and peer reviews.
Long-term performance award. A portfolio manager is eligible to receive a long-term performance award that vests after three years. The amount of the award when granted is based on the same factors used in determining the cash bonus. The value of the award at the completion of the three-year vesting period is adjusted based on the risk-adjusted investment performance of Fund(s) managed by the portfolio manager during the vesting period and the performance of the TIAA organization as a whole.
Profits interest plan. Portfolio managers are eligible to receive profits interests in Nuveen Asset Management and its affiliate, TAL, which vest over time and entitle their holders to a percentage of the firms’ annual profits. Profits interests are allocated to each portfolio manager based on such person’s overall contribution to the firms.
There are generally no differences between the methods used to determine compensation with respect to the Funds and the Other Accounts shown in the table below.
Other Accounts Managed
In addition to the Funds, as of September 30, 2021, the portfolio managers were also primarily responsible for the day-to-day portfolio management of the following accounts:
Portfolio Manager |
Type of Account Managed |
Number of Accounts |
Assets |
Number of Accounts with Performance-Based Fees |
Assets of Accounts with Performance-Based Fees |
||||||||||||||
Scott Caraher |
Registered Investment Companies |
8 |
$ |
4.7 billion |
0 |
$ |
0 |
||||||||||||
Other Pooled Investment Vehicles |
8 |
1.2 billion |
0 |
0 |
|||||||||||||||
Other Accounts |
3 |
1.7 billion |
0 |
0 |
|||||||||||||||
Jean C. Lin |
Registered Investment Companies |
4 |
6.1 billion |
0 |
0 |
||||||||||||||
Other Pooled Investment Vehicles |
2 |
57.5 million |
0 |
0 |
|||||||||||||||
Other Accounts |
2 |
126.0 million |
0 |
0 |
|||||||||||||||
Kevin R. Lorenz |
Registered Investment Companies |
12 |
15.8 billion |
0 |
0 |
||||||||||||||
Other Pooled Investment Vehicles |
0 |
0 |
0 |
0 |
|||||||||||||||
Other Accounts |
0 |
0 |
0 |
0 |
Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others, those discussed below.
The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of
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filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.
With respect to many of its clients’ accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for a Fund and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.
Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by a portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.
Conflicts of interest may also arise when the Sub-Adviser invests one or more of its client accounts in different or multiple parts of the same issuer’s capital structure, including investments in public versus private securities, debt versus equity, or senior versus junior/subordinated debt, or otherwise where there are different or inconsistent rights or benefits. Decisions or actions such as investing, trading, proxy voting, exercising, waiving or amending rights or covenants, workout activity, or serving on a board, committee or other involvement in governance may result in conflicts of interest between clients holding different securities or investments. Generally, individual portfolio managers will seek to act in a manner that they believe serves the best interest of the accounts they manage. In cases where a portfolio manager or team faces a conflict among its client accounts, it will seek to act in a manner that it believes best reflects its overall fiduciary duty, which may result in relative advantages or disadvantages for particular accounts.
Nuveen Asset Management has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Beneficial Ownership of Securities
The following table indicates as of September 30, 2021 the value, within the indicated range, of shares beneficially owned by each portfolio manager in the Funds they manage. For purposes of this table, the following letters indicate the range listed next to each letter:
A |
- $0 |
|||
B |
- $1 - $10,000 |
|||
C |
- $10,001 - $50,000 |
|||
D |
- $50,001 - $100,000 |
|||
E |
- $100,001 - $500,000 |
|||
F |
- $500,001 - $1,000,000 |
|||
G |
- More than $1 million |
Portfolio Manager |
Fund |
Dollar Range of Equity Securities Beneficially Owned in Fund Managed |
||
|
||||
Scott Caraher |
Nuveen Floating Rate Income Fund |
F |
||
Nuveen High Yield Income Fund |
A |
|||
Jean C. Lin |
Nuveen High Yield Income Fund |
A |
||
Kevin R. Lorenz |
Nuveen Floating Rate Income Fund |
A |
Transfer Agent
The Funds' transfer, shareholder services, and dividend paying agent is DST Asset Manager Solutions, Inc. (“DST”), P.O. Box 219140, Kansas City, Missouri 64121-9140.
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Custodian
The custodian of the assets of the Funds is State Street Bank and Trust Company (“State Street”), One Lincoln Street, Boston, Massachusetts 02111. The custodian performs custodial, fund accounting and portfolio accounting services.
Distributor
Nuveen Securities, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the distributor for the Funds' shares pursuant to a “best efforts” arrangement as provided by a Distribution Agreement dated July 26, 2005 (the “Distribution Agreement”). Pursuant to the Distribution Agreement, the Funds appointed the Distributor to be their agent for the distribution of the Funds' shares on a continuous offering basis.
Independent Registered Public Accounting Firm
KPMG LLP, 200 East Randolph Street, Chicago, Illinois 60601, independent registered public accounting firm, has been selected as auditors for the Funds.
Securities Lending Agent
State Street serves as the securities lending agent to Nuveen High Yield Income Fund. Pursuant to a Securities Lending Agreement and in accordance with procedures established by the Board of Trustees, State Street effects loans of Fund securities to any firm on a list of approved borrowers, negotiates loan terms, monitors the value of the loaned securities and collateral, requests additional collateral as necessary, manages reinvestment of collateral in a pooled cash collateral reinvestment vehicle, arranges for the return of loaned securities to the Fund, and maintains records and prepares reports regarding loans that are made and the income derived therefrom. For the services provided, a securities lending agent will receive fees and/or compensation from the Fund, which may include a portion of the income generated from securities lending activities. Nuveen Floating Rate Income Fund does not loan its portfolio securities.
The following table provides the dollar amounts of income and fees and/or compensation related to the Fund's securities lending activities during the fiscal year ended September 30, 2021:
Nuveen
|
||||
Gross income from securities lending activities |
$ |
60,040 |
||
Fees and/or compensation paid by the Fund for securities lending activities and related services: |
||||
Fees paid to Securities Lending Agent from a revenue split |
(4,398 |
) |
||
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split |
(4,153 |
) |
||
Administrative fees not included in the revenue split |
— |
|||
Indemnification fees not included in the revenue split |
— |
|||
Rebate (paid to borrower) |
— |
|||
Other fees not included in the revenue split |
— |
|||
Aggregate fees/compensation for securities lending activities |
(8,551 |
) |
||
Net income from securities lending activities |
$ |
51,489 |
CODES OF ETHICS
The Funds, the Adviser, Nuveen Asset Management and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act and with respect to the Adviser and the Sub-Adviser, Rule 204A-1 under the Investment Advisers Act of 1940, as amended, addressing personal securities transactions and other conduct by investment personnel and access persons who may have access to information about the Funds' securities transactions. The codes are intended to address potential conflicts of interest that can arise in connection with personal trading activities of such persons. Persons subject to the codes are generally permitted to engage in personal securities transactions, including investing in securities eligible for investment by the Funds, subject to certain prohibitions, which may include prohibitions on investing in certain types of securities, pre-clearance requirements, blackout periods, annual and quarterly reporting of personal securities holdings and limitations on personal trading of initial
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public offerings. Violations of the codes are subject to review by the Board of Trustees and could result in severe penalties.
PROXY VOTING POLICIES
Each Fund has delegated authority to the Adviser to vote proxies for securities held by the Fund, and the Adviser has in turn delegated that responsibility to the Sub-Adviser. The Adviser’s proxy voting policy establishes minimum standards for the exercise of proxy voting authority by the Sub-Adviser.
A member of each Fund’s management team is responsible for oversight of the Fund’s proxy voting process. With regard to equity securities, Nuveen Asset Management has engaged the services of Institutional Shareholder Services Inc. (“ISS”) to make recommendations on the voting of proxies relating to securities held by the Funds and managed by Nuveen Asset Management. ISS provides voting recommendations based upon established guidelines and practices. Nuveen Asset Management reviews and frequently follows ISS recommendations. However, on selected issues, Nuveen Asset Management may not vote in accordance with the ISS recommendations when it believes that specific ISS recommendations are not in the best economic interest of the applicable Fund. If Nuveen Asset Management manages the assets of a company or its pension plan and any of Nuveen Asset Management's clients hold any securities of that company, Nuveen Asset Management will vote proxies relating to such company’s securities in accordance with the ISS recommendations to avoid any conflict of interest. Where a material conflict of interest has been identified by Nuveen Asset Management and ISS does not offer a recommendation on the matter, Nuveen Asset Management shall disclose the conflict and Nuveen Asset Management’s Proxy Voting Committee shall determine the manner in which to vote and notify the applicable Fund’s Board of Trustees or its designated committee.
Although Nuveen Asset Management has affiliates that provide investment advisory, broker-dealer, insurance or other financial services, Nuveen Asset Management does not receive non-public information about the business arrangements of such affiliates (except with regard to major distribution partners of its investment products) or the directors, officers and employees of such affiliates. Therefore, Nuveen Asset Management is unable to consider such information when determining whether there are material conflicts of interests.
Nuveen Asset Management has adopted the ISS Proxy Voting Guidelines. While these guidelines are not intended to be all-inclusive, they do provide guidance on the Sub-Adviser’s general voting policies. Please see Appendix B for the ISS United States Proxy Voting Guidelines and ISS’s website at http://www.issgovernance.com/policy-gateway/voting-policies for access to all of the current ISS Proxy Voting Guidelines.
Voted Proxies. Information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge by accessing Nuveen’s website at http://www.nuveen.com or the SEC’s website at http://www.sec.gov.
PORTFOLIO TRANSACTIONS
Nuveen Asset Management is responsible for decisions to buy and sell securities for the Funds, the negotiation of the prices to be paid or received for principal trades, and the allocation of its transactions among various dealer firms. Portfolio securities will normally be purchased directly from an underwriter in a new issue offering or in the over-the-counter secondary market from the principal dealers in such securities, unless it appears that a better price or execution may be obtained elsewhere.
On behalf of a Fund, Nuveen Asset Management may seek to buy from or sell securities to another fund or account advised by Nuveen Asset Management or an affiliate. Nuveen Asset Management may effect purchases and sales between its clients or clients of its affiliates, including the Funds (referred to herein as “cross trades”), if it believes that such transactions are appropriate based on each party’s investment objectives and guidelines, subject to applicable law and regulation. Cross trades may give rise to potential conflicts of interest for Nuveen Asset Management. On any occasion when a Fund participates in a cross trade, the Fund will comply with procedures adopted pursuant to Rule 17a-7 under the 1940 Act and applicable SEC guidance.
The Funds expect that substantially all portfolio transactions will be effected on a principal (as opposed to an agency) basis and, accordingly, do not expect to pay significant amounts of brokerage commissions. Brokerage will not be allocated based on the sale of a Fund’s shares. Purchases from underwriters will include a commission or concession paid by the issuer to the underwriter, and purchases
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from dealers will include the spread between the bid and asked price. It is the policy of Nuveen Asset Management to seek the best execution under the circumstances of each trade. Nuveen Asset Management evaluates price as the primary consideration, with the financial condition, reputation and responsiveness of the dealer considered secondarily in determining best execution. Given the best execution obtainable, it may be Nuveen Asset Management’s practice to select dealers that, in addition, furnish research information (primarily credit analyses of issuers and general economic reports) and statistical and other services to Nuveen Asset Management. It is not possible to place a dollar value on information and statistical and other services received from dealers. Since it is only supplementary to Nuveen Asset Management’s own research efforts, the receipt of research information is not expected to reduce significantly Nuveen Asset Management’s expenses. For certain secondary market transactions where the execution capability of two brokers is judged to be of substantially similar quality, Nuveen Asset Management may randomly select one of them. While Nuveen Asset Management will be primarily responsible for the placement of the portfolio transactions of the Funds, the policies and practices of Nuveen Asset Management in this regard must be consistent with the foregoing and will, at all times, be subject to review by the Board of Trustees.
Nuveen Asset Management may manage other investment companies and investment accounts for other clients that have investment objectives similar to the Funds. Subject to applicable laws and regulations, Nuveen Asset Management seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by a Fund and another advisory account. In making such allocations the main factors to be considered will be the respective investment objectives, the relative size of the portfolio holdings of the same or comparable securities, the availability of cash for investment or need to raise cash, and the size of investment commitments generally held. While this procedure could have a detrimental effect on the price or amount of the securities (or, in the case of dispositions, the demand for securities) available to the Funds from time to time, it is the opinion of the Board of Trustees that the benefits available from the Nuveen Asset Management organization will outweigh any disadvantage that may arise from exposure to simultaneous transactions.
The following table sets forth the aggregate brokerage commissions paid by the Funds for the specified periods:
Aggregate Brokerage Commissions Paid by the Funds |
|||||||||||||||||||
Fund |
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
||||||||||||||||
Nuveen Floating Rate Income Fund |
$ |
42,369 |
$ |
3,087 |
$ |
13,963 |
|||||||||||||
Nuveen High Yield Income Fund |
3,916 |
5,118 |
2,840 |
Brokerage commissions paid by a Fund may vary substantially from year to year as a result of changing asset levels throughout the year, portfolio turnover rates, differences in shareholder purchase and redemption activity, varying market conditions and other factors.
During the fiscal year ended September 30, 2021, Nuveen Floating Rate Income Fund and Nuveen High Yield Income Fund paid to brokers as commissions in return for research services $2,802 and $1,578, respectively, and the aggregate amount of those transactions per Fund on which such commissions were paid were $18,120,495 and $12,191,180, respectively.
During the fiscal year ended September 30, 2021, the following Fund has acquired the securities of its regular brokers or dealers as defined in Rule 10b-1 under the 1940 Act or of the parents of the brokers or dealers. The following table sets forth those brokers or dealers and states the value of the Fund’s aggregate holdings of the securities of each issuer as of close of the fiscal year ended September 30, 2021:
Fund |
Broker/Dealer |
Issuer |
Aggregate Fund Holdings of Broker/Dealer
|
|||||
Nuveen High Yield Income Fund |
Jefferies & Company Inc. |
Jefferies Finance LLC |
$ |
— |
Under the 1940 Act, a Fund may not purchase portfolio securities from any underwriting syndicate of which the Distributor is a member except under certain limited conditions set forth in Rule 10f-3. The Rule sets forth requirements relating to, among other things, the terms of a security purchased by a Fund, the amount of securities that may be purchased in any one issue and the assets of a Fund that may be invested in a particular issue. In addition, purchases of securities made pursuant to the terms of the Rule
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must be approved at least quarterly by the Board of Trustees, including a majority of the independent trustees.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Nuveen Mutual Funds have adopted a portfolio holdings disclosure policy which governs the dissemination of the Funds’ portfolio holdings. In accordance with this policy, the Funds may provide portfolio holdings information to third parties no earlier than the time a report is filed with the SEC that is required to contain such information or one day after the information is posted on the Funds’ publicly accessible website, www.nuveen.com. A complete list of portfolio holdings information is generally made available on the Funds' website ten business days after the end of the month. Additionally, the Funds publish on the website a list of their top ten holdings as of the end of each month, approximately two to five business days after the end of the month for which the information is current. This information will remain available on the website at least until the Funds file with the SEC their Form N-CSR or Form N-PORT for the period that includes the date as of which the website information is current.
Additionally, the Funds may disclose portfolio holdings information that has not been included in a filing with the SEC or posted on the Funds’ website (i.e., non-public portfolio holdings information) only if there is a legitimate business purpose for doing so and if the recipient is required, either by explicit agreement or by virtue of the recipient’s duties to the Funds as an agent or service provider, to maintain the confidentiality of the information and to not use the information in an improper manner (e.g., personal trading). In this context, portfolio holdings information does not include summary information from which the identity of a Fund’s specific portfolio holdings cannot reasonably be derived. The Funds may disclose on an ongoing basis non-public portfolio holdings information in the normal course of their investment and administrative operations to various service providers, including the Adviser and/or Sub-Adviser, independent registered public accounting firm, custodian, financial printer, proxy voting service(s), borrowers of Nuveen High Yield Income Fund's securities pursuant to securities lending transactions, and to the legal counsel for the Funds’ independent trustees. Also, the Adviser may transmit to service providers non-public portfolio holdings information to enable the Adviser to perform portfolio attribution analysis using third-party systems and software programs. The Adviser and/or Sub-Adviser may also provide certain portfolio holdings information to broker-dealers from time to time in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities. In providing this information, reasonable precautions are taken in an effort to avoid potential misuse of the disclosed information, including limitations on the scope of the portfolio holdings information disclosed, when appropriate. The Funds, the Adviser, and the Sub-Adviser do not receive compensation or other consideration in exchange for the disclosure of portfolio holdings.
Non-public portfolio holdings information may be provided to other persons if approved by the Funds’ Chief Administrative Officer or Secretary upon a determination that there is a legitimate business purpose for doing so, the disclosure is consistent with the interests of the Funds, and the recipient is obligated to maintain the confidentiality of the information and not misuse it, which includes a prohibition on trading on such non-public information.
Compliance officers of the Funds and the Adviser and Sub-Adviser periodically monitor overall compliance with the policy to ascertain whether portfolio holdings information is disclosed in a manner that is consistent with the Funds’ policy. Reports are made to the Funds’ Board of Trustees on an annual basis.
There is no assurance that the Funds’ policies on portfolio holdings information will protect the Funds from the potential misuse of portfolio holdings information by individuals or firms in possession of such information.
The following parties currently receive non-public portfolio holdings information regarding one or more of the Nuveen Mutual Funds on an ongoing basis pursuant to the various arrangements described above:
Advent
Bank of America PriceServe
Barclays Capital, Inc.
Barra
Bloomberg
Broadridge Investor Communication Solutions, Inc.
Broadridge Systems
Brown Brothers Harriman & Co.
S-52
Chapman and Cutler LLP
Compliance Solutions Strategies
Confluence NXT
Donnelley Financial Solutions
Eagle Investment Systems, LLC
Electra Information Systems
Ernst & Young
FactSet Research Systems
Financial Graphic Services
Glass, Lewis & Co.
ICE Benchmark Administration Limited
ICE Data Services
IHS Markit, Ltd.
ISS
Investortools
KPMG LLP
Lipper Inc.
Moody’s
Morningstar, Inc.
Northern Trust Corp.
Omgeo LLC
PricewaterhouseCoopers LLP
PricingDirect Inc.
Refinitiv
Rimes Technologies Corporation
SS&C
Sherpa Funds Technology Pte Ltd
State Street Bank and Trust Co.
Strategic Insight
Wolters Kluwer
NET ASSET VALUE
Each Fund’s net asset value is determined as set forth in its Prospectus under “General Information—Net Asset Value.”
SHARES OF BENEFICIAL INTEREST
The Board of Trustees of the Trust is authorized to issue an unlimited number of shares in one or more series, which may be divided into classes of shares. Currently, there are two series authorized and outstanding, each of which may be generally divided into different classes of shares designated as Class A shares, Class C shares, Class R6 shares and Class I shares. Each class of shares represents an interest in the same portfolio of investments of a Fund. Each class of shares has equal rights as to voting, redemption, dividends and liquidation, except that each bears different class expenses, including different distribution and service fees, and each has exclusive voting rights with respect to any distribution or service plan applicable to its shares. There are no conversion, preemptive or other subscription rights. The Board of Trustees of the Trust has the right to establish additional series and classes of shares in the future, to change those series or classes and to determine the preferences, voting powers, rights and privileges thereof.
The Trust is not required and does not intend to hold annual meetings of shareholders. Shareholders owning more than 10% of the outstanding shares of a Fund have the right to call a special meeting to remove trustees or for any other purpose.
Under Massachusetts law applicable to Massachusetts business trusts, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration of Trust of the Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. The Trust’s Declaration of Trust further provides for indemnification out of the assets and property of the Trust for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring
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financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust or a Fund itself was unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.
The following table sets forth the percentage ownership of each person, who, as of January 4, 2022, owned of record, or is known by the Trust to have owned beneficially, 5% or more of any class of a Fund’s shares.
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
Nuveen Floating Rate Income Fund
|
|
|
||||
|
||||||
MLPF&S for the Benefit of its
|
15.63% |
|||||
|
||||||
Charles Schwab & Co Inc
|
15.12% |
|||||
|
||||||
Wells Fargo Clearing Services LLC
|
8.24% |
|||||
|
||||||
American Enterprise Investment Serv
|
5.90% |
|||||
|
||||||
TD Ameritrade Inc FBO
|
5.88% |
|||||
|
||||||
Raymond James
|
5.78% |
|||||
|
||||||
Morgan Stanley Smith Barney LLC
|
5.26% |
|||||
|
||||||
Nuveen Floating Rate Income Fund
|
|
|
||||
|
S-54
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
MLPF&S for the Benefit of its
|
11.66% |
|||||
|
||||||
Wells Fargo Clearing Services LLC
|
10.98% |
|||||
|
||||||
Morgan Stanley Smith Barney LLC
|
10.07% |
|||||
|
||||||
Raymond James
|
9.23% |
|||||
|
||||||
American Enterprise Investment Serv
|
8.49% |
|||||
|
||||||
Charles Schwab & Co Inc
|
7.20% |
|||||
|
||||||
National Financial Services LLC
|
6.85% |
|||||
|
||||||
LPL Financial
|
5.06% |
|||||
|
||||||
Nuveen Floating Rate Income Fund
|
|
|
||||
|
||||||
UBATCO & Co FBO Bright Start
|
25.76% |
|||||
|
||||||
MITRA & Co
|
12.42% |
|||||
|
S-55
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
Capinco
|
7.94% |
|||||
|
||||||
Nuveen Floating Rate Income Fund
|
|
|
||||
|
||||||
Goldman Sachs & Co
|
12.46% |
|||||
|
||||||
MLPF&S for the Benefit of its
|
8.94% |
|||||
|
||||||
UBS WM USA
|
7.79% |
|||||
|
||||||
National Financial Services LLC
|
7.11% |
|||||
|
||||||
TD Ameritrade Inc for the
|
5.50% |
|||||
|
||||||
LPL Financial
|
5.27% |
|||||
|
||||||
Nuveen High Yield Income Fund
|
|
|
||||
|
||||||
National Financial Services LLC
|
10.29% |
|||||
|
||||||
Raymond James
|
9.83% |
S-56
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
|
||||||
MLPF&S for the Benefit of its
|
9.33% |
|||||
|
||||||
Morgan Stanley Smith Barney LLC
|
8.55% |
|||||
|
||||||
American Enterprise Investment Serv
|
7.85% |
|||||
|
||||||
Wells Fargo Clearing Services LLC
|
7.31% |
|||||
|
||||||
UBS WM USA
|
6.42% |
|||||
|
||||||
Charles Schwab & Co Inc
|
6.08% |
|||||
|
||||||
LPL Financial
|
5.09% |
|||||
|
||||||
Nuveen High Yield Income Fund
|
|
|
||||
|
||||||
Raymond James
|
15.04% |
|||||
|
||||||
American Enterprise Investment Serv
|
11.83% |
|||||
|
||||||
Pershing LLC
|
11.77% |
|||||
|
S-57
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
LPL Financial
|
10.33% |
|||||
|
||||||
Wells Fargo Clearing Services LLC
|
8.46% |
|||||
|
||||||
Morgan Stanley Smith Barney LLC
|
6.30% |
|||||
|
||||||
Nuveen High Yield Income Fund
|
|
|
||||
|
||||||
Edward D Jones & Co
|
10.68% |
|||||
|
||||||
Pershing LLC
|
7.80% |
|||||
|
||||||
MLPF&S for the Benefit of its
|
5.61% |
|||||
|
||||||
Nuveen High Yield Income Fund
|
|
|
||||
|
||||||
National Financial Services LLC
|
10.11% |
|||||
|
||||||
UBS WM USA
|
6.12% |
|||||
|
||||||
Capinco
|
5.85% |
S-58
Name of Fund and Class |
Name and Address of Owner |
Percentage of
|
||||
|
||||||
Charles Schwab & Co Inc
|
5.36% |
TAX MATTERS
Federal Income Tax Matters
This section summarizes some of the main U.S. federal income tax consequences of owning shares of a Fund. Tax laws and interpretations change frequently, and this summary does not describe all of the tax consequences to all taxpayers. For example, this summary generally does not describe your situation if you are a corporation, a non-U.S. person, a broker-dealer or other investor with special circumstances, or if you are investing through a tax-deferred account, such as an IRA or 401(k) plan. In addition, this section does not describe your state, local or non-U.S. tax consequences. This federal income tax summary is based in part on the advice of counsel to the Funds. The Internal Revenue Service could disagree with any conclusions set forth in this section. In addition, Funds' counsel was not asked to review, and has not reached a conclusion with respect to the federal income tax treatment of the assets to be deposited in the Funds. Consequently, this summary may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law. As with any investment, you should seek advice based on your individual circumstances from your own tax professional.
Fund Status
Each Fund intends to qualify as a “regulated investment company” under the federal tax laws. If a Fund qualifies as a regulated investment company and distributes its income as required by the tax law, the Fund generally will not pay federal income taxes. If a Fund fails for any taxable year to qualify as a regulated investment company for federal income tax purposes, the Fund itself will generally be subject to federal income taxation (which will reduce the amount of Fund income available for distribution) and your tax consequences will be different from those described in this section (for example, all distributions to you will generally be taxed as ordinary income, even if those distributions are derived from capital gains realized by a Fund).
Qualification as a Regulated Investment Company
As a regulated investment company, a Fund generally will not be subject to federal income tax on the portion of its investment company taxable income (as that term is defined in the Code, but without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, that it distributes to shareholders, provided that it distributes at least 90% of its investment company taxable income and 90% of its net tax-exempt interest income for the year (the “Distribution Requirement”) and satisfies certain other requirements of the Code that are generally described below. Each Fund also intends to make such distributions as are necessary to avoid the otherwise applicable 4% non-deductible excise tax on certain undistributed earnings.
In addition to satisfying the Distribution Requirement, each Fund must, among other things, derive in each taxable year at least 90% of its gross income from (1) dividends, interest, certain payments with respect to securities loans, gains from the sale or disposition of stock, securities or non-U.S. currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (2) net income derived from an interest in “qualified publicly traded partnerships” (as such term is defined in the Code). Each Fund must also satisfy an asset diversification test in order to qualify as a regulated investment company. Under this test, at the close of each quarter of a Fund’s taxable year, (1) 50% or more of the value of the Fund’s assets must be represented by cash and cash items (including receivables), United States government securities, securities of other regulated investment companies, and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s assets and not greater than 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the value of the Fund’s assets may be invested in securities of (a) any one issuer (other than U.S. government securities or securities of other regulated investment companies), or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses or (b) in the securities of one or more “qualified publicly traded partnerships” (as such term is defined in the Code). There are certain exceptions for failure to qualify if the failure is for
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reasonable cause or is de minimis and certain corrective action is taken and certain tax payments are made by a Fund.
Distributions
Fund distributions are generally taxable. After the end of each year, you will receive a tax statement that separates your Fund’s distributions into three categories: ordinary income distributions, capital gain dividends and returns of capital. Ordinary income distributions are generally taxed at your ordinary tax rate, however, as further discussed below, certain ordinary income distributions received from a Fund may be taxed at the capital gains tax rates. Generally, you will treat all capital gain dividends as long-term capital gains regardless of how long you have owned your shares. To determine your actual tax liability for your capital gain dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, a Fund may make distributions that represent a return of capital for tax purposes and thus will generally not be immediately taxable to you unless the distribution exceeds your basis in your shares. The tax status of your distributions from your Fund is not affected by whether you reinvest your distributions in additional shares or receive them in cash. The income from your Fund that you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales fee, if any. The tax laws may require you to treat distributions made to you in January as if you had received them on December 31 of the previous year. Income from the Funds may also be subject to a 3.8 percent “Medicare tax.” This tax generally applies to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of married couples filing joint returns and $200,000 in the case of single individuals.
Dividends Received Deduction
A corporation that owns shares generally will not be entitled to the dividends received deduction (“DRD”) with respect to many dividends received from the Funds because the DRD is generally not available for distributions from regulated investment companies. However, certain ordinary income dividends on shares that are attributable to qualifying dividends received by a Fund from certain corporations may be reported by the Fund as being eligible for the dividends received deduction.
If You Sell or Redeem Shares
If you sell or redeem your shares, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in your shares from the amount you receive in the transaction. Your tax basis in your shares is generally equal to the cost of your shares, generally including sales charges. In some cases, however, you may have to adjust your tax basis after you purchase your shares.
Taxation of Capital Gains and Losses
If you are an individual, the maximum marginal stated federal tax rate for net capital gains is generally 20% (15% or 0% for taxpayers with taxable incomes below certain thresholds). Some capital gains, including some portion of your capital gain dividends from your Fund, may be taxed at a higher marginal stated federal tax rate. Capital gains may also be subject to the “Medicare tax” described above.
Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. However, if you receive a capital gain dividend from your Fund and sell your share at a loss after holding it for six months or less, the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. The Code treats certain capital gains as ordinary income in special situations.
An election may be available to you to defer recognition of the gain attributable to a capital gain dividend if you make certain qualifying investments within a limited time. You should talk to your tax advisor about the availability of this deferral election and its requirements.
Taxation of Certain Ordinary Income Dividends
Ordinary income dividends received by an individual shareholder from a regulated investment company such as a Fund are generally taxed at the same rates that apply to net capital gain (as discussed above), provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by the Fund itself. A Fund will provide notice to its
S-60
shareholders of the amount of any distribution which may be taken into account as a dividend which is eligible for the capital gains tax rates.
When Nuveen High Yield Income Fund lends portfolio securities to a borrower as described above in “Investment Policies and Techniques—Lending of Portfolio Securities,” payments in lieu of dividends made by the borrower to the Fund will not constitute “qualified dividends” taxable at the same rate as long-term capital gains, even if the actual dividends would have constituted qualified dividends had the Fund held the securities. Such payments in lieu of dividends are taxable as ordinary income.
In-Kind Distributions
Under certain circumstances, as described in the Prospectus, you may receive an in-kind distribution of Fund securities when you redeem shares or when your Fund terminates. This distribution will be treated as a sale for federal income tax purposes and you will generally recognize gain or loss, generally based on the value at that time of the securities and the amount of cash received. The Internal Revenue Service could, however, assert that a loss may not be currently deducted.
Exchanges
If you exchange shares of a Fund for shares of another Nuveen Mutual Fund, the exchange would generally be considered a sale for federal income tax purposes.
Treatment of Fund Expenses
Expenses incurred and deducted by your Fund will generally not be treated as income taxable to you. In some cases, however, you may be required to treat your portion of these Fund expenses as income. You may not be able to deduct some or all of these expenses prior to 2026.
Non-U.S. Tax Credit
If your Fund invests in any non-U.S. securities, the tax statement that you receive may include an item showing non-U.S. taxes your Fund paid to other countries. In this case, dividends taxed to you will include your share of the taxes your Fund paid to other countries. You may be able to deduct or receive a tax credit for your share of these taxes.
Investments in Certain Non-U.S. Corporations
If your Fund holds an equity interest in any “passive foreign investment companies” (“PFICs”), which are generally certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties or capital gains) or that hold at least 50% of their assets in investments producing such passive income, your Fund could be subject to U.S. federal income tax and additional interest charges on gains and certain distributions with respect to those equity interests, even if all the income or gain is timely distributed to its shareholders. Your Fund will not be able to pass through to its shareholders any credit or deduction for such taxes. Your Fund may be able to make an election that could ameliorate these adverse tax consequences. In this case, your Fund would recognize as ordinary income any increase in the value of such PFIC shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under this election, your Fund might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirement and would be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs are not treated as qualified dividend income.
Non-U.S. Investors
If you are a non-U.S. investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be aware that, generally, subject to applicable tax treaties, distributions from a Fund will be characterized as dividends for federal income tax purposes (other than dividends which a Fund properly reports as capital gain dividends) and will be subject to U.S. income taxes, including withholding taxes, subject to certain exceptions described below. However, distributions received by a non-U.S. investor from a Fund that are properly reported by the Fund as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that the Fund makes certain disclosures and certain other conditions are met. Distributions from a Fund that are properly reported by the Fund as an interest-related dividend attributable to certain interest income received by the Fund or as a short-term capital gain dividend attributable to certain net short-term capital gain income received by the Fund may not be subject to U.S. federal income taxes, including withholding taxes when received by certain foreign investors, provided that the Fund makes certain disclosures and certain other conditions are met. These conditions include, but are not limited to,
S-61
providing valid tax documentation certifying an investor’s non-U.S. status. Distributions to, and the gross proceeds from dispositions of shares by, (i) certain non-U.S. financial institutions that have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and are not resident in a jurisdiction that has entered into such an agreement with the U.S. Treasury and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entity’s U.S. owners, may be subject to a U.S. withholding tax of 30%. However, proposed regulations may eliminate the requirement to withhold on payments of gross proceeds from dispositions.
Capital Loss Carry-Forward
When a Fund has a capital loss carry-forward, it does not make capital gain distributions until the loss has been offset or expired. As of September 30, 2021, the following Funds had capital loss carry-forwards available for federal income tax purposes. The capital losses are not subject to expiration.
Fund |
Short-Term |
Long-Term |
Total |
|||||||
Nuveen Floating Rate Income Fund |
$ |
32,438,294 |
$ |
158,369,764 |
$ |
190,808,058 |
||||
Nuveen High Yield Income Fund |
2,940,141 |
147,028,415 |
149,968,556 |
PURCHASE AND REDEMPTION OF FUND SHARES
As described in the Prospectus, the Funds provide you with alternative ways of purchasing Fund shares based upon your individual investment needs and preferences.
Each class of shares of a Fund represents an interest in the same portfolio of investments. Each class of shares is identical in all respects except that each class bears its own class expenses, including distribution and administration expenses, and each class has exclusive voting rights with respect to any distribution or service plan applicable to its shares. As a result of the differences in the expenses borne by each class of shares, net income per share, dividends per share and net asset value per share will vary among a Fund’s classes of shares. There are no conversion, preemptive or other subscription rights.
Shareholders of each class will share expenses proportionately for services that are received equally by all shareholders. A particular class of shares will bear only those expenses that are directly attributable to that class, where the type or amount of services received by a class varies from one class to another. For example, class-specific expenses generally will include distribution and service fees for those classes that pay such fees.
The expenses to be borne by specific classes of shares may include (i) transfer agency fees attributable to a specific class of shares, (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class of shares, (iii) SEC and state securities registration fees incurred by a specific class of shares, (iv) the expense of administrative personnel and services required to support the shareholders of a specific class of shares, (v) litigation or other legal expenses relating to a specific class of shares, (vi) trustees’ fees or expenses incurred as a result of issues relating to a specific class of shares, (vii) accounting expenses relating to a specific class of shares and (viii) any additional incremental expenses subsequently identified and determined to be properly allocated to one or more classes of shares.
Class A Shares
Class A shares may be purchased at a public offering price equal to the applicable net asset value per share plus an up-front sales charge imposed at the time of purchase as set forth in the Prospectus. Shareholders may qualify for a reduced sales charge, or the sales charge may be waived in its entirety, as described below. Class A shares are also subject to an annual service fee of 0.25%. See “Distribution and Service Plan.” Set forth below is an example of the method of computing the offering price of the Class A shares of a Fund. The example assumes a purchase on September 30, 2021 of Class A shares of Nuveen Floating Rate Income Fund aggregating less than $50,000 subject to the schedule of sales charges set forth in the Prospectus at a price based upon the net asset value of the Class A shares.
Net asset value per share |
$ |
19.06 |
|
Per share sales charge—3.00% of public offering price (3.10% of net asset value per share) |
0.59 |
||
Per share offering price to the public |
$ |
19.65 |
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Each Fund receives the entire net asset value of all Class A shares that are sold. The Distributor retains the full applicable sales charge from which it pays the uniform reallowances shown in the Prospectus to financial intermediaries.
Investors may purchase Class A shares only for Fund accounts held with a financial advisor or other financial intermediary, and not directly with a Fund. In addition, Class A shares may not be available through certain financial intermediaries. Please consult with your financial intermediary to determine whether their policies allow for an investment in Class A shares.
Reduction or Elimination of Up-Front Sales Charge on Class A Shares
The availability of the sales charge reductions and waivers discussed below will depend on the policies of the financial intermediary through which you purchase your shares. Information on intermediaries’ variations from the reductions and waivers discussed below are disclosed in the appendix to the Prospectus titled “Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.” In all instances, it is your responsibility to notify your financial intermediary at the time of purchase of any relationship or other facts qualifying you for sales charge waivers or discounts. In order to obtain waivers and discounts that are not available through your intermediary, you will have to purchase Fund shares through another intermediary.
Rights of Accumulation. You may qualify for a reduced sales charge on a purchase of Class A shares of a Fund (and your financial advisor’s commission will be reduced accordingly) if the amount of your purchase, when added to the value that day of all of your shares of any Nuveen Mutual Fund, falls within the amounts stated in the Class A Sales Charges and Commissions table in “How You Can Buy and Sell Shares” in the Prospectus. You or your financial advisor must notify the Distributor or the Fund’s transfer agent of any cumulative discount whenever you plan to purchase Class A shares of a Fund that you wish to qualify for a reduced sales charge.
Letter of Intent. You may qualify for a reduced sales charge on a purchase of Class A shares of a Fund if you plan to purchase Class A shares of Nuveen Mutual Funds over the next 13 months and the total amount of your purchases would, if purchased at one time, qualify you for one of the reduced sales charges shown in the Class A Sales Charges and Commissions table in “How You Can Buy and Sell Shares” in the Prospectus. In order to take advantage of this option, you must complete the applicable section of the Application Form or sign and deliver to your financial advisor or other financial intermediary or to the Fund’s transfer agent a written Letter of Intent in a form acceptable to the Distributor. A Letter of Intent states that you intend, but are not obligated, to purchase over the next 13 months a stated total amount of Class A shares that would qualify you for a reduced sales charge shown above. You may count shares of all Nuveen Mutual Funds that you already own and any Class C and Class I shares of a Nuveen Mutual Fund that you purchase over the next 13 months towards completion of your investment program, but you will receive a reduced sales charge only on new Class A shares you purchase with a sales charge over the 13 months. You cannot count towards completion of your investment program Class A shares that you purchase without a sales charge through investment of distributions from a Nuveen Mutual Fund or a Nuveen Defined Portfolio (unit investment trusts offered through the Distributor prior to March 1, 2002), or otherwise.
By establishing a Letter of Intent, you agree that your first purchase of Class A shares of a Fund following execution of the Letter of Intent will be at least 5% of the total amount of your intended purchases. You further agree that shares representing 5% of the total amount of your intended purchases will be held in escrow pending completion of these purchases. All dividends and capital gain distributions on Class A shares held in escrow will be credited to your account. If total purchases, less redemptions, prior to the expiration of the 13 month period equal or exceed the amount specified in your Letter of Intent, the Class A shares held in escrow will be transferred to your account. If the total purchases, less redemptions, are less than the amount specified, you must pay the Distributor an amount equal to the difference between the amounts paid for these purchases and the amounts which would have been paid if the higher sales charge had been applied. If you do not pay the additional amount within 20 days after written request by the Distributor or your financial advisor, the Distributor will redeem an appropriate number of your escrowed Class A shares to meet the required payment. By establishing a Letter of Intent, you irrevocably appoint the Distributor as attorney to give instructions to redeem any or all of your escrowed shares, with full power of substitution in the premises.
You or your financial advisor must notify the Distributor or the Funds' transfer agent whenever you make a purchase of Fund shares that you wish to be covered under the Letter of Intent option.
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For purposes of determining whether you qualify for a reduced sales charge as described under Rights of Accumulation and Letter of Intent, you may include together with your own purchases those made by your spouse or domestic partner and your children under the age of 21 years, whether these purchases are made through a taxable or non-taxable account. You may also include purchases made by a corporation, partnership or sole proprietorship which is 100% owned, either alone or in combination, by any of the foregoing. In addition, a trustee or other fiduciary can count all shares purchased for a single trust, estate or other single fiduciary account that has multiple accounts (including one or more employee benefit plans of the same employer).
Elimination of Sales Charge on Class A Shares. Class A shares of a Fund may be purchased at net asset value without a sales charge by the following categories of investors:
· investors purchasing $1,000,000 or more ($500,000 or more in the case of Nuveen Floating Rate Income Fund);
· investors purchasing shares through the reinvestment of Nuveen Mutual Fund dividends and capital gain distributions;
· investors purchasing shares for accounts held directly with a Fund that do not have a financial intermediary of record;
· current and former trustees/directors of the Nuveen Funds;
· current and retired employees of Nuveen, LLC and its affiliates or their immediate family members (immediate family members are defined as their spouses or domestic partners, parents, children, grandparents, grandchildren, parents-in-law, sons-in-law and daughters-in-law, siblings, a sibling’s spouse and a spouse’s siblings);
· any person who, for at least the last 90 days, has been an officer, director or employee of any financial intermediary, or their immediate family members;
· bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity;
· investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program;
· employer-sponsored retirement plans as defined below, except that, in the case of employer-sponsored retirement plans held through a brokerage account, Class A shares will be available at net asset value without a sales charge only if the broker-dealer has entered into an agreement with the Distributor that allows for such purchases. Intermediaries that have entered into such an agreement are listed in the appendix to the Prospectus titled, “Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.” For this purpose, employer-sponsored retirement plans include, but are not limited to, 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, health savings accounts, defined benefit plans, non-qualified deferred compensation plans, Roth 401(k) plans and Roth 403(b) plans, and do not include SEPs, SAR-SEPs, SIMPLE IRAs (except as described below), SIMPLE 401(k) plans, Solo 401(k) plans, KEOGH plans, non-qualified deferred compensation plans and single defined benefit plans;
· SIMPLE IRAs opened before January 1, 2011 where Nuveen Securities, LLC is the broker of record;
· clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services; and
· investors purchasing through a financial intermediary that has entered into an agreement with the Distributor to offer the Funds' shares to self-directed investment brokerage accounts and that may or may not charge a transaction fee to its customers. Intermediaries that have entered into such an agreement are listed in the appendix to the Prospectus titled, “Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.”
You or your financial advisor must notify the Distributor or your Fund’s transfer agent whenever you make a purchase of Class A shares of any Fund that you wish to be covered under these special sales charge waivers.
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Class A shares of any Fund may be issued at net asset value without a sales charge in connection with the acquisition by a Fund of another investment company. All purchases under the special sales charge waivers will be subject to minimum purchase requirements as established by the Funds.
The reduced sales charge programs may be modified or discontinued by the Funds at any time. For more information about the purchase of Class A shares or the reduced sales charge program, or to obtain the required application forms, call Nuveen Funds toll-free at (800) 257-8787.
Class C Shares
You may purchase Class C shares at a public offering price equal to the applicable net asset value per share without any up-front sales charge. Class C shares are subject to an annual distribution fee of 0.75% to compensate the Distributor for paying your financial advisor or other financial intermediary an ongoing sales commission. Class C shares are also subject to an annual service fee of 0.25% to compensate financial intermediaries for providing you with ongoing financial advice and other account services. The Distributor compensates financial intermediaries for sales of Class C shares at the time of the sale at a rate of 1.00% of the amount of Class C shares purchased, which represents an advance of the first year’s distribution fee of 0.75% plus an advance on the first year’s annual service fee of 0.25%. See “Distribution and Service Plan.”
Class C share purchase orders equaling or exceeding $1,000,000 ($500,000 for Nuveen Floating Rate Income Fund) will not be accepted. In addition, Class C share purchase orders for a single purchaser that, when added to the value that day of all of such purchaser’s shares of any class of any Nuveen Mutual Fund, cause the purchaser’s cumulative total of shares in Nuveen Mutual Funds to equal or exceed $1,000,000 ($500,000 for Nuveen Floating Rate Income Fund) will not be accepted. Your financial intermediary may set a lower maximum for Class C shares. Shareholders purchasing Class C shares should consider whether they would qualify for a reduced or eliminated sales charge on Class A shares that would make purchasing Class A shares a better choice. Class A share sales charges can be reduced or eliminated based on the size of the purchase, or pursuant to a letter of intent or rights of accumulation. See “Reduction or Elimination of Up-Front Sales Charge on Class A Shares” above.
Redemption of Class C shares within 12 months of purchase may be subject to a contingent deferred sales charge (“CDSC”) of 1.00% of the lower of the purchase price or redemption proceeds. Class C shares automatically convert to Class A shares after 8 years, thus reducing future annual expenses. Conversions occur during the month in which the 8-year anniversary of the purchase occurs. The automatic conversion is based on the relative net asset values of the two share classes without the imposition of a sales charge or fee. The automatic conversion of Class C shares to Class A shares may not apply to shares held through group retirement plan recordkeeping platforms of certain financial intermediaries who hold such shares in an omnibus account and do not track participant level share lot aging to facilitate such a conversion. Furthermore, the availability of the automatic Class C share conversion and the terms under which the conversion takes place may depend on the policies and/or system limitations of the financial intermediary through which you hold your shares. Information on intermediaries’ variations from the Class C share conversion discussed above is disclosed in the appendix to the Prospectus, “Variations in Sales Charge Reductions and Waivers Through Certain Intermediaries.”
Investors may purchase Class C shares only for Fund accounts held with a financial advisor or other financial intermediary, and not directly with a Fund. In addition, Class C shares may not be available through certain financial intermediaries. Please consult with your financial intermediary to determine whether their policies allow for an investment in Class C shares.
Reduction or Elimination of Contingent Deferred Sales Charge
The availability of the sales charge reductions and waivers discussed below will depend on the policies of the financial intermediary through which you purchase your shares. Information on intermediaries’ variations from the reductions and waivers discussed below are disclosed in the appendix to the Prospectus titled “Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.” In all instances, it is your responsibility to notify your financial intermediary at the time of purchase of any relationship or other facts qualifying you for sales charge waivers or discounts. In order to obtain waivers and discounts that are not available through your intermediary, you will have to purchase Fund shares through another intermediary.
Class A shares are normally redeemed at net asset value, without any CDSC. However, in the case of Class A shares purchased at net asset value without a sales charge because the purchase amount
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exceeded $1,000,000 ($500,000 for Nuveen Floating Rate Income Fund), a CDSC is imposed on any redemption within 18 months of purchase. Class C shares are redeemed at net asset value, without any CDSC, except that a CDSC of 1.00% is imposed upon any redemption within 12 months of purchase (except in cases where a shareholder is eligible for a waiver).
In determining whether a CDSC is payable, each Fund will first redeem shares not subject to any charge and then will redeem shares held for the longest period, unless the shareholder specifies another order. No CDSC is charged on shares purchased as a result of automatic reinvestment of dividends or capital gains paid. In addition, no CDSC will be charged on exchanges of shares into another Nuveen Mutual Fund. The holding period is calculated on a monthly basis and begins on the first day of the month in which the purchase was made. The CDSC is assessed on an amount equal to the lower of the then current market value or the cost of the shares being redeemed. Accordingly, no sales charge is imposed on increases of net asset value above the initial purchase price. The Distributor receives the amount of any CDSC shareholders pay.
The CDSC may be waived or reduced under the following circumstances: (i) in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed; (ii) in the event of the death of the shareholder (including a registered joint owner); (iii) for redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of an account’s net asset value depending on the frequency of the plan as designated by the shareholder; (iv) redemptions in connection with a payment of account or plan fees; (v) redemptions in connection with the exercise of a Fund’s right to redeem all shares in an account that does not maintain a certain minimum balance; (vi) upon an optional conversion by a Fund of Class C shares held in an account which no longer has a financial intermediary of record into Class A shares; (vii) redemptions of Class C shares in cases where the Distributor did not advance the first year’s service and distribution fees when such shares were purchased; and (viii) redemptions of Class A shares where the Distributor did not pay a sales commission when such shares were purchased. If a Fund waives or reduces the CDSC, such waiver or reduction would be uniformly applied to all Fund shares in the particular category. In waiving or reducing a CDSC, the Funds will comply with the requirements of Rule 22d-1 under the 1940 Act.
In addition, the CDSC will be waived in connection with the following redemptions of shares held by an employer-sponsored qualified defined contribution retirement plan: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59½, (b) as part of a series of substantially equal periodic payments, or (c) upon separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination or transfer to another employer’s plan or IRA; and (iv) redemptions resulting from the return of an excess contribution. The CDSC will also be waived in connection with the following redemptions of shares held in an IRA account: (i) for redemptions made pursuant to an IRA systematic withdrawal based on the shareholder’s life expectancy including, but not limited to, substantially equal periodic payments described in Code Section 72(t)(A)(iv) prior to age 59½; and (ii) for redemptions to satisfy required minimum distributions from an IRA account upon reaching the qualified age based on applicable laws and regulations (with the maximum amount subject to this waiver being based only upon the shareholder’s Nuveen IRA accounts).
Class R6 Shares
Class R6 shares are available from the Funds to the following classes of investors, provided they meet the minimum investment and other eligibility requirements set forth below:
· Qualified retirement plans held in plan-level or omnibus accounts, including 401(k) plans, employer sponsored 403(b) plans, profit sharing pension plans, money purchase pension plans, target benefit plans, defined benefit pension plans and Taft Hartley multi-employer pension plans;
· Foundations and endowment funds;
· Any state, county, or city, or its instrumentality, department, authority or agency;
· 457 plans, including 457(b) governmental entity plans and tax exempt plans;
· Omnibus or other pooled accounts registered to insurance companies, trust companies, bank trust departments, registered investment advisor firms and family offices;
· Investment companies;
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· Corporations, including corporate non-qualified deferred compensation plans of such corporations;
· Collective investment trusts;
· Discretionary accounts managed by the Adviser or its affiliates;
· Health savings accounts held in plan-level or omnibus accounts; and
· 529 savings plans held in plan-level or omnibus accounts.
There is no minimum initial investment for qualified retirement plans, health savings accounts and 529 savings plans; however, the shares must be held through plan-level or omnibus accounts held on the books of the Funds. Class R6 shares are also available for purchase by clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services. Such clients may include individuals, corporations, endowments and foundations. The minimum initial investment for such clients is $100,000, but this minimum will be waived for clients of financial intermediaries that have accounts holding Class R6 shares with an aggregate value of at least $100,000. The Distributor may also waive the minimum for clients of financial intermediaries anticipated to reach this Class R6 share holdings level. All other eligible investors must meet a minimum initial investment of at least $1,000,000 in each Fund. Such minimum investment requirement may be applied collectively to affiliated accounts, in the discretion of the Distributor. Class R6 shares may be purchased through financial intermediaries only if such intermediaries have entered into an agreement with the Distributor to offer Class R6 shares. Class R6 shares are only available in cases where neither the investor nor the intermediary will receive any commission payments, account servicing fees, record keeping fees, 12b-1 fees, sub-transfer agent fees, so called “finder’s fees,” administration fees or similar fees with respect to Class R6 shares. Class R6 shares are not available directly to traditional or Roth IRAs, Coverdell Savings Accounts, Keoghs, SEPs, SARSEPs, or SIMPLE IRAs.
Class R6 shares also are available for purchase, with no minimum initial investment, by the following categories of investors:
· current and former trustees/directors of any Nuveen Fund, and their immediate family members (“immediate family members” are defined as spouses or domestic partners, parents, children, grandparents, grandchildren, parents-in-law, sons-in-law and daughters-in-law, siblings, a sibling’s spouse and a spouse’s siblings);
· officers of Nuveen, LLC and its affiliates, and their immediate family members; and
· full-time and retired employees of Nuveen, LLC and its affiliates, and their immediate family members, including any corporation, partnership, sole proprietorship or other business organization that is wholly owned by one or more of such persons.
Class I Shares
Class I shares are available for purchase by clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services. Such clients may include individuals, corporations, endowments and foundations. The minimum initial investment for such clients is $100,000, but this minimum will be lowered to $250 for clients of financial intermediaries that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of financial intermediaries anticipated to reach this Class I share holdings level.
Class I shares are also available for purchase by family offices and their clients. A family office is a company that provides certain financial and other services to a high net worth family or families. The minimum initial investment for family offices and their clients is $100,000, but this minimum will be lowered to $250 for clients of family offices that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of family offices anticipated to reach this Class I share holdings level.
Class I shares also are available for purchase, with no minimum initial investment, by the following categories of investors:
· employer-sponsored retirement plans, except SEPs, SAR-SEPs, SIMPLE IRAs and KEOGH plans;
· bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity;
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· advisory accounts of Nuveen Fund Advisors and its affiliates, including other Nuveen Mutual Funds whose investment policies permit investments in other investment companies;
· investors purchasing through a brokerage platform of a financial intermediary that has an agreement with the Distributor to offer such shares solely when acting as an agent for such investors. Investors transacting through a financial intermediary’s brokerage platform may be required to pay a commission directly to the intermediary;
· any registered investment company that is not affiliated with the Nuveen Funds and which invests in securities of other investment companies;
· any plan organized under section 529 under the Code (i.e., a 529 plan);
· participants in the TIAA IRA or TIAA-CREF Investment Solutions IRA;
· current and former trustees/directors of any Nuveen Fund, and their immediate family members (“immediate family members” are defined as spouses or domestic partners, parents, children, grandparents, grandchildren, parents-in-law, sons-in-law and daughters-in-law, siblings, a sibling’s spouse and a spouse’s siblings);
· officers of Nuveen, LLC and its affiliates, and their immediate family members;
· full-time and retired employees of Nuveen, LLC and its affiliates, and their immediate family members, including any corporation, partnership, sole proprietorship or other business organization that is wholly owned by one or more of such persons; and
· any person who, for at least the last 90 days, has been an officer, director or employee of any financial intermediary, and their immediate family members.
Holders of Class I shares may purchase additional Class I shares using dividends and capital gain distributions on their shares.
If you are eligible to purchase either Class I shares or Class A shares without a sales charge at net asset value, you should be aware of the differences between these two classes of shares. Class A shares are subject to an annual service fee to compensate financial intermediaries for providing you with ongoing account services. Class I shares are not subject to a distribution or service fee and, consequently, holders of Class I shares may not receive the same types or levels of services from financial intermediaries. In choosing between Class A shares and Class I shares, you should weigh the benefits of the services to be provided by financial intermediaries against the annual service fee imposed upon the Class A shares.
A financial intermediary through which you hold Class I shares may have the authority under its account agreement to exchange your Class I shares for another class of Fund shares having higher expenses than Class I shares if you withdraw from or are no longer eligible for the intermediary’s fee-based program or under other circumstances. You may be subject to the sales charges and service and/or distribution fees applicable to the share class that you receive in such an exchange. You should contact your financial intermediary for more information about your eligibility to purchase Class I shares and the class of shares you would receive in an exchange if you no longer meet Class I eligibility requirements.
Shareholder Programs
Exchange Privilege
You may exchange Fund shares into an identically registered account for the same class of another Nuveen Mutual Fund available in your state. Your exchange must meet the minimum purchase requirements of the fund into which you are exchanging.
You may also, under certain limited circumstances, exchange between certain classes of shares of the same Fund. You should be aware that exchanges between classes of shares of the same Fund may not be available for all accounts and may not be offered by the financial intermediary through which you may hold shares and that the financial intermediary through whom you hold shares may be authorized (e.g., under its account or similar agreement with you) to reject any share class exchange. An exchange between classes of shares of the same Fund may not be considered a taxable event; please consult your own tax advisor for further information.
If you hold your shares directly with a Fund, you may exchange your shares by either sending a written request to the applicable Fund, c/o Nuveen Funds, P.O. Box 219140, Kansas City, Missouri 64121-9140 or by calling Nuveen Funds toll free at (800) 257-8787.
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If you exchange shares between different Nuveen Mutual Funds and your shares are subject to a CDSC, no CDSC will be charged at the time of the exchange. However, if you subsequently redeem the shares acquired through the exchange, the redemption may be subject to a CDSC, depending on when you purchased your original shares and the CDSC schedule of the fund from which you exchanged your shares. If you exchange between classes of shares of the same Fund and your original shares are subject to a CDSC, the CDSC will be assessed at the time of the exchange.
For federal income tax purposes, an exchange between different Nuveen Mutual Funds constitutes a sale and purchase of shares and may result in capital gain or loss. Before making any exchange, you should obtain the Prospectus for the Nuveen Mutual Fund you are purchasing and read it carefully. If the registration of the account for the Fund you are purchasing is not exactly the same as that of the fund account from which the exchange is made, written instructions from all holders of the account from which the exchange is being made must be received, with signatures guaranteed by a member of an approved Medallion Signature Guarantee Program or in such other manner as may be acceptable to the Fund. You may also exchange shares by telephone if you authorize telephone exchanges by checking the applicable box on the Application Form or by calling Nuveen Funds toll-free at (800) 257-8787 to obtain an authorization form. Each Fund reserves the right to revise or suspend the exchange privilege, limit the amount or number of exchanges, or reject any exchange. Shareholders will be provided with at least 60 days’ notice of any material revision to or termination of the exchange privilege.
The exchange privilege is not intended to permit a Fund to be used as a vehicle for short-term trading. Excessive exchange activity may interfere with portfolio management, raise expenses and otherwise have an adverse effect on all shareholders. In order to limit excessive exchange activity and in other circumstances where Fund management believes doing so would be in the best interest of the Fund, each Fund reserves the right to revise or terminate the exchange privilege, or limit the amount or number of exchanges or reject any exchange. Shareholders would be notified of any such action to the extent required by law. See “Frequent Trading Policy” below.
Reinstatement Privilege
If you redeemed Class A or Class C shares of a Nuveen Mutual Fund, you have up to one year to reinvest all or part of the full amount of the redemption in the same class of shares of any Nuveen Mutual Fund at net asset value. This reinstatement privilege can be exercised only once for any redemption, and reinvestment will be made at the net asset value next calculated after reinstatement of the appropriate class of Fund shares. If you reinstate shares that were subject to a CDSC, any shares purchased pursuant to the reinstatement privilege will not be subject to a CDSC. The federal income tax consequences of any capital gain realized on a redemption will not be affected by reinstatement, but a capital loss may be disallowed in whole or in part depending on the timing, the amount of the reinvestment and the fund from which the redemption occurred. Your financial advisor will not receive a commission on shares purchased pursuant to the reinstatement privilege.
Suspension of Right of Redemption
Each Fund may suspend the right of redemption of Fund shares or delay payment more than seven days (a) during any period when the New York Stock Exchange (the “NYSE”) is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund normally utilizes is restricted or an emergency exists as determined by the SEC so that trading of the Fund’s investments or determination of its net asset value is not reasonably practicable, or (c) for any other periods that the SEC by order may permit for protection of Fund shareholders.
Redemption In-Kind
The Funds have reserved the right to redeem in-kind (that is, to pay redemption requests in cash and portfolio securities, or wholly in portfolio securities). Pursuant to a notice of election under Rule 18f-1, the Funds voluntarily have committed to pay in cash all requests for redemption by any shareholder, limited as to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the net asset value of a Fund at the beginning of the 90-day period.
Purchase In-Kind
Each Fund may allow the purchase of shares with investment securities (instead of cash), if it is determined that (i) the securities offered to the Fund are suitable for investment by the Fund and are appropriate, in type and amount, for investment by the Fund in light of its investment objective(s), policies and current holdings; (ii) the Fund expects to continue to hold the securities received in-kind, subject to subsequent changes in investment determinations regarding particular securities or as the need to raise
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cash by selling portfolio securities may arise; and (iii) the purchase in-kind is in the best interest of the Fund and its existing shareholders. If a Fund accepts the in-kind securities, the shareholder will receive Fund shares equal in NAV to the market value of the securities received.
Frequent Trading Policy
The Funds' Frequent Trading Policy is as follows:
Nuveen Mutual Funds are intended as long-term investments and not as short-term trading vehicles. At the same time, the Funds recognize the need of investors to periodically make purchases and redemptions of Fund shares when rebalancing their portfolios and as their financial needs or circumstances change. Nuveen Mutual Funds have adopted the following Frequent Trading Policy that seeks to balance these needs against the potential for higher operating costs, portfolio management disruption and other inefficiencies that can be caused by excessive trading of Fund shares.
1. Definition of Round Trip
A Round Trip trade is the purchase and subsequent redemption of Fund shares, including by exchange. Each side of a Round Trip trade may be comprised of either a single transaction or a series of closely-spaced transactions.
2. Round Trip Trade Limitations
Nuveen Mutual Funds limit the frequency of Round Trip trades that may be placed in a Fund. Subject to certain exceptions noted below, the Funds limit an investor to two Round Trips per trailing 60-day period.
3. Enforcement
Trades placed in violation of the foregoing policies are subject to rejection or cancellation by Nuveen Mutual Funds. Nuveen Mutual Funds may also bar an investor (and/or the investor’s financial advisor) who has violated these policies from opening new accounts with the Funds and may restrict the investor’s existing account(s) to redemptions only. Nuveen Mutual Funds reserve the right, in their sole discretion, to (a) interpret the terms and application of these policies, (b) waive unintentional or minor violations (including transactions below certain dollar thresholds) if Nuveen Mutual Funds determine that doing so does not harm the interests of Fund shareholders, and (c) exclude certain classes of redemptions from the application of the trading restrictions set forth above.
Nuveen Mutual Funds reserve the right to impose restrictions on purchases or exchanges that are more restrictive than those stated above if they determine, in their sole discretion, that a proposed transaction or series of transactions involve market timing or excessive trading that is likely to be detrimental to the Funds. The Funds may also modify or suspend the Frequent Trading Policy without notice during periods of market stress or other unusual circumstances.
The ability of Nuveen Mutual Funds to implement the Frequent Trading Policy for omnibus accounts at certain financial intermediaries may be dependent on receiving from those intermediaries sufficient shareholder information to permit monitoring of trade activity and enforcement of the Funds' Frequent Trading Policy. In addition, the Funds may rely on a financial intermediary’s policy to restrict market timing and excessive trading if the Funds believe that the policy is reasonably designed to prevent market timing that is detrimental to the Funds. Such policy may be more or less restrictive than the Funds' Policy. The Funds cannot ensure that these financial intermediaries will in all cases apply the Funds' policy or their own policies, as the case may be, to accounts under their control.
Exclusions from the Frequent Trading Policy
As stated above, certain redemptions are eligible for exclusion from the Frequent Trading Policy, including: (i) redemptions or exchanges by shareholders investing through the fee-based platforms of certain financial intermediaries (where the intermediary charges an asset-based or comprehensive “wrap” fee for its services) that are effected by the financial intermediaries in connection with systematic portfolio rebalancing; (ii) when there is a verified trade error correction, which occurs when a dealer firm sends a trade to correct an earlier trade made in error and then the firm sends an explanation to the Nuveen Mutual Funds confirming that the trade is actually an error correction; (iii) in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed; (iv) in the event of the death of the shareholder (including a registered joint owner); (v) redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of an account’s net asset value depending on the frequency of the plan as designated by the shareholder;
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(vi) redemptions of shares that were purchased through a systematic investment program; (vii) involuntary redemptions caused by operation of law; (viii) redemptions in connection with a payment of account or plan fees; (ix) redemptions or exchanges by any “fund of funds” advised by the Adviser; (x) redemptions or exchanges by certain 529 plans; and (xi) redemptions in connection with the exercise of a Fund’s right to redeem all shares in an account that does not maintain a certain minimum balance or that the Board has determined may have material adverse consequences to the shareholders of a Fund.
In addition, the following redemptions of shares by an employer-sponsored qualified defined contribution retirement plan are excluded from the Frequent Trading Policy: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59½; (b) as part of a series of substantially equal periodic payments; or (c) upon separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination, transfer to another employer’s plan or IRA or changes in a plan’s recordkeeper; and (iv) redemptions resulting from the return of an excess contribution. Also, the following redemptions of shares held in an IRA account are excluded from the application of the Frequent Trading Policy: (i) redemptions made pursuant to an IRA systematic withdrawal based on the shareholder’s life expectancy including, but not limited to, substantially equal periodic payments described in Code Section 72(t)(A)(iv) prior to age 59½; and (ii) redemptions to satisfy required minimum distributions from an IRA account due to a shareholder reaching the qualified age based on applicable laws and regulations.
Distribution and Service Plan
The Funds have adopted a plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Rule 12b-1 provides in substance that a mutual fund may not engage directly or indirectly in financing any activity which is primarily intended to result in the sale of shares, except pursuant to a plan adopted under the Rule. The Plan authorizes a Fund to pay the Distributor distribution and/or shareholder servicing fees on a Fund’s Class A and Class C shares as described below. The distribution fees under the Plan are used for the primary purpose of compensating participating intermediaries for their sales of a Fund. The shareholder servicing fees are used primarily for the purpose of providing compensation for the ongoing servicing and/or maintenance of shareholder accounts. Pursuant to the Plan, Class C shares are subject to an annual distribution fee and Class A and Class C shares are subject to the annual service fees (distribution and service fees collectively referred to herein as “12b-1 fees”). The 12b-1 fees are based on the average daily net assets of the class of shares of a Fund and are as follows:
Annual Distribution Fee |
Annual Service Fee |
Total 12b-1 Fee |
|||||||
Class A |
— |
0.25 |
% |
0.25 |
% |
||||
Class C |
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R6 and Class I shares are not subject to either distribution or service fees.
The distribution fee applicable to Class C shares under each Fund’s Plan compensates the Distributor for expenses incurred in connection with the distribution of Class C shares. These expenses include payments to financial intermediaries, including the Distributor, who are brokers of record with respect to the Class C shares, as well as, without limitation, expenses of printing and distributing Prospectuses to persons other than shareholders of each Fund, expenses of preparing, printing and distributing advertising and sales literature and reports to shareholders used in connection with the sale of Class C shares, certain other expenses associated with the distribution of Class C shares, and any other distribution-related expenses that may be authorized from time to time by the Board of Trustees.
The service fee applicable to Class A and Class C shares under each Fund’s Plan is used to compensate financial intermediaries in connection with the provision of ongoing account services to shareholders. These services may include establishing and maintaining shareholder accounts, answering shareholder inquiries and providing other personal services to shareholders.
During the fiscal year ended September 30, 2021, the Funds incurred 12b-1 fees pursuant to their respective Plan in the amounts set forth in the table below. 12b-1 fees are calculated and accrued daily and paid monthly or at such other intervals as the Board of Trustees may determine. As noted above, no 12b-1 fees are paid with respect to Class R6 or Class I shares. For this period, substantially all of the 12b-1 service fees on Class A shares were paid out as compensation to financial intermediaries for providing services to shareholders relating to their investments. To compensate for commissions advanced to financial intermediaries, all 12b-1 fees on Class C shares during the first year following a
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purchase are retained by the Distributor. After the first year following a purchase, 12b-1 fees on Class C shares are paid to financial intermediaries.
12b-1 Fees Incurred by Each Fund for the Fiscal Year Ended
|
|||
Nuveen Floating Rate Income Fund: |
|||
Class A |
$236,755 |
||
Class C |
321,984 |
||
Nuveen High Yield Income Fund: |
|||
Class A |
118,984 |
||
Class C |
334,422 |
The Plan is a “compensation-type” plan under which the Distributor is entitled to receive the distribution and shareholder servicing fees regardless of whether its actual distribution and shareholder servicing expenses are more or less than the amount of the fees. It is therefore possible that the Distributor may realize a profit in a particular year as a result of these payments. The Plan recognizes that the Distributor and the Adviser, in their discretion, may from time to time use their own assets to pay for certain additional costs of distributing Class A and Class C shares. Any such arrangements to pay such additional costs may be commenced or discontinued by the Distributor or the Adviser at any time.
Under each Fund’s Plan, the Fund will report quarterly to the Board of Trustees for its review of all amounts expended per class of shares under the Plan. The Plan may be terminated at any time with respect to any class of shares, without the payment of any penalty, by a vote of a majority of the independent trustees who have no direct or indirect financial interest in the Plan or by vote of a majority of the outstanding voting securities of such class. The Plan may be renewed from year to year if approved by a vote of the Board of Trustees and a vote of the independent trustees who have no direct or indirect financial interest in the Plan cast in person at a meeting called for the purpose of voting on the Plan. The Plan may be continued only if the trustees who vote to approve such continuance conclude, in the exercise of reasonable business judgment and in light of their fiduciary duties under applicable law, that there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders. The Plan may not be amended to increase materially the cost which a class of shares may bear under the Plan without the approval of the shareholders of the affected class, and any other material amendments of the Plan must be approved by the independent trustees by a vote cast in person at a meeting called for the purpose of considering such amendments. During the continuance of the Plan, the selection and nomination of the independent trustees of the Trust will be committed to the discretion of the independent trustees then in office. With the exception of the Distributor and its affiliates, no “interested person” of the Funds, as that term is defined in the 1940 Act, and no trustee of the Funds has a direct or indirect financial interest in the operation of the Plan or any related agreement.
If a Fund closes to new investors, it may continue to make payments under the Plan. Such payments would be made for the various services provided to existing shareholders by the participating intermediaries receiving such payments.
General Matters
The Funds have authorized one or more brokers to accept on their behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds' behalf. The Funds will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee accepts the order. Customer orders received by such broker (or their designee) will be priced at the applicable Fund’s net asset value next computed after they are accepted by an authorized broker (or their designee). Orders accepted by an authorized broker (or their designee) before the close of regular trading on the NYSE will receive that day’s share price; orders accepted after the close of trading will receive the next business day’s share price.
If you choose to invest in a Fund, an account will be opened and maintained for you by DST, the Funds' shareholder services agent. Shares will be registered in the name of the investor or the investor’s financial advisor. The Funds do not issue share certificates. A change in registration or transfer of shares held in the name of a financial advisor may only be made by an order in good standing form from the
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financial advisor acting on the investor’s behalf. Each Fund reserves the right to reject any purchase order and to waive or increase minimum investment requirements.
Distribution Arrangements
The Distributor sells shares to or through brokers, dealers, banks or other qualified financial intermediaries (collectively referred to as “Dealers”), or others, in a manner consistent with the then effective registration statement of the Trust. Pursuant to the Distribution Agreement, the Distributor, at its own expense, finances certain activities incident to the sale and distribution of the Funds' shares, including printing and distributing of prospectuses and statements of additional information to other than existing shareholders, the printing and distributing of sales literature, advertising and payment of compensation and giving of concessions to Dealers.
The Distributor receives for its services the excess, if any, of the sales price of a Fund’s shares less the net asset value of those shares, and reallows a majority or all of such amounts to the Dealers who sold the shares. The Distributor also receives distribution fees pursuant to a distribution plan adopted by the Trust pursuant to Rule 12b-1 and described herein under “Distribution and Service Plan.” The Distributor also receives any CDSCs imposed on redemptions of shares. The Distributor may also act as a Dealer.
The following tables set forth the amount of underwriting commissions paid by the Funds, the amount of such commissions retained by the Distributor, and the amount of compensation on redemptions and repurchases for the specified periods. All figures are presented in thousands and are rounded to the nearest thousand.
Total Underwriting Commissions |
||||||||||||||||||
Fund |
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
|||||||||||||||
Nuveen Floating Rate Income Fund |
$ |
173 |
$ |
132 |
$ |
234 |
||||||||||||
Nuveen High Yield Income Fund |
73 |
89 |
202 |
Underwriting Commissions Retained by
|
|||||||||||||||||
Fund |
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
||||||||||||||
Nuveen Floating Rate Income Fund |
$ |
9 |
$ |
6 |
$ |
14 |
|||||||||||
Nuveen High Yield Income Fund |
8 |
9 |
21 |
Compensation on Redemptions and
|
||||||||||||
Fund |
Fiscal Year
|
Fiscal Year
|
Fiscal Year
|
|||||||||
Nuveen Floating Rate Income Fund |
$ |
69 |
$ |
6 |
$ |
67 |
||||||
Nuveen High Yield Income Fund |
1 |
4 |
1 |
To help financial advisors and investors better understand and more efficiently use the Funds to reach their investment goals, the Distributor may advertise and create specific investment programs and systems. For example, this may include information on how to use the Funds to accumulate assets for future education needs or periodic payments such as insurance premiums. The Distributor may produce software, electronic information sites or additional sales literature to promote the advantages of using the Funds to meet these and other specific investor needs. In addition, wholesale representatives of the Distributor may visit financial advisors on a regular basis to educate them about the Funds and to encourage the sale of Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law. Nuveen wholesalers may receive additional compensation if they meet certain targets for sales of one or more Nuveen Mutual Funds.
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Additional Payments to Financial Intermediaries and Other Payments
As described in the Prospectus and elsewhere in this SAI, intermediaries that sell shares of the Nuveen Mutual Funds or provide services to their shareholders, such as brokers, dealers, banks, registered investment advisers, retirement plan administrators and other intermediaries (individually, an “Intermediary,” and collectively, “Intermediaries”), may receive sales charge payments and, out of Fund assets, may be paid Rule 12b-1 distribution and service payments and sub-transfer agency payments. The Distributor and the Adviser make additional payments out of their own assets to selected Intermediaries. These payments are made for the purposes of promoting the sale of Fund shares, maintaining share balances and/or for sub-accounting, administrative or shareholder services.
The amounts of these payments could be significant and may create an incentive for an Intermediary or its representatives to recommend or offer shares of the Nuveen Mutual Funds to its customers. The Intermediary may elevate the prominence or profile of the Funds within the Intermediary’s organization by, for example, placing the Funds on a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the Funds in various ways within the Intermediary’s organization. These payments are made pursuant to negotiated agreements with Intermediaries. The categories of payments described below are not mutually exclusive, and a single Intermediary may receive payments under all categories. Further, representatives of the Distributor and its affiliates receive additional compensation related to the Nuveen Mutual Funds.
These payments do not change the price paid by investors for the purchase of a share or the amount a Fund will receive as proceeds from such sales. Furthermore, these payments are not reflected in the fees and expenses listed in the fee table section of the Funds' Prospectus and described above because they are not paid by the Funds.
Distribution-Related Payments
The Distributor and/or the Adviser make payments (sometimes referred to as “revenue sharing” payments) to selected Intermediaries as compensation for services such as providing the Funds with “shelf space” or a higher profile for the Intermediary’s personnel or their customers, placing the Funds on the Intermediary’s preferred or recommended fund list, granting access to sales meetings, sales representatives and management representatives of the Intermediary, providing assistance in training and educating the Intermediary’s personnel on the Funds, and furnishing marketing support and other services.
The Adviser and/or the Distributor compensate Intermediaries differently depending upon, among other factors, the number or value of Nuveen Mutual Funds shares that the Intermediary sells or may sell, the value of the assets invested in the Nuveen Mutual Funds by the Intermediary’s customers, redemption rates, ability to attract and retain assets, reputation in the industry and the level and/or type of marketing assistance and educational activities provided by the Intermediary. Such payments are generally asset-based but also may include the payment of a lump sum.
Servicing Payments
The Adviser and/or the Distributor make payments to selected Intermediaries that are registered as holders or dealers of record for accounts invested in one or more of the Nuveen Mutual Funds or that make Nuveen Mutual Fund shares available through employee benefit plans or fee-based advisory programs to compensate them for the variety of services they provide.
Services for which an Intermediary receives servicing payments typically include recordkeeping, reporting, or transaction processing, but may also include services rendered in connection with fund/ investment selection and monitoring, employee enrollment and education, plan balance rollover or separation, or other similar services. An Intermediary may perform the services itself or arrange with a third party to perform such services.
TIAA-CREF Individual & Institutional Services, LLC (“TIAA-CREF IIS”), an affiliate of the Adviser and the Distributor, is one intermediary that receives servicing payments. The shareholder services agreement between TIAA-CREF IIS and the Distributor provides that in exchange for such services, TIAA-CREF IIS will receive payments of 0.25% of the average net assets of Fund shares on the TIAA-CREF IIS retirement platform on an annual basis. The Distributor pays the portion of the fee that represents 0.05% of the average net assets of Fund shares attributable to TIAA-CREF IIS and the Funds pay the remainder.
Servicing payments typically apply to employee benefit plans, such as retirement plans, or fee-based advisory programs but may apply to retail sales and assets in certain situations. The payments are based
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on such factors as the type and nature of services or support furnished by the Intermediary and are generally asset-based.
Distribution-Related and Servicing Payment Guidelines
In the case of any one Intermediary, distribution-related and servicing payments made by the Adviser and/or the Distributor are not expected, with certain limited exceptions, to exceed, in the aggregate, 0.35% of the average net assets of Fund shares attributable to that Intermediary on an annual basis. In connection with the sale of a business by U.S. Bank N.A. to Great-West Life & Annuity Insurance Company (“Great-West”), the Adviser and/or the Distributor has a services agreement with GWFS Equities, Inc., an affiliate of Great-West, which provides for payments of up to 0.60% of the average net assets of Fund shares attributable to GWFS Equities, Inc. on an annual basis (which amount also includes payments by the Funds for sub-transfer agency services).
Other Payments to Intermediaries
The Adviser and/or the Distributor, at their expense, provide other compensation to Intermediaries that sell or arrange for the sale of shares of the Funds, which may be in addition to distribution-related and servicing payments described above. For example, the Adviser and/or the Distributor may: (i) compensate Intermediaries for National Securities Clearing Corporation networking system services (e.g., shareholder communication, account statements, trade confirmations, and tax reporting) on an asset-based or per account basis; (ii) compensate Intermediaries for providing Fund shareholder trading information; (iii) make one-time or periodic payments to reimburse selected Intermediaries for items such as ticket charges (i.e., fees that an Intermediary charges its representatives for effecting transactions in Fund shares) of up to $25 per purchase or exchange order, operational charges (e.g., fees that an Intermediary charges for establishing a Fund on its trading system), and literature printing and/or distribution costs; (iv) at the direction of a retirement plan’s sponsor, reimburse or pay direct expenses of an employee benefit plan that would otherwise be payable by the plan; and (v) provide payments to broker-dealers to help defray their technology or infrastructure costs.
The Adviser and/or the Distributor pay selected Intermediaries for enabling the Adviser and/or the Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other Intermediary employees, client and investor events and other Intermediary-sponsored events, and for travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, asset retention and due diligence meetings. These payments vary depending upon the Intermediary and the nature of the event. The Adviser and/or the Distributor make payments for such events as it deems appropriate, subject to its internal guidelines and applicable law.
The Adviser and/or the Distributor occasionally sponsor due diligence meetings for Intermediaries’ registered representatives during which the registered representatives receive updates on various Nuveen Mutual Funds and are afforded the opportunity to speak with portfolio managers. Although invitations to these meetings are not conditioned on selling a specific number of shares, those who have shown an interest in Nuveen Mutual Funds are more likely to be considered. To the extent permitted by their firm’s policies and procedures, all or a portion of registered representatives’ expenses in attending these meetings may be covered by the Adviser and/or the Distributor.
Compensation to the Distributor’s Representatives
Representatives of the Distributor and its affiliates receive additional compensation from the Adviser and/or the Distributor based on whether certain targets are met for sales of one or more Nuveen Mutual Funds and other subjective factors. Such compensation varies by Fund, by distribution channel and by affiliate.
Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. Investors can ask their Intermediary for information about any payments it receives from the Adviser and/or the Distributor and the services it provides for those payments.
Investors may wish to take Intermediary payment arrangements into account when considering and evaluating any recommendations relating to Fund shares.
Intermediaries Receiving Additional Payments
The following is a list of Intermediaries eligible to receive one or more of the types of payments discussed above as of January 14, 2022:
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ADP Broker-Dealer, Inc.
AXA Advisors, LLC
American United Life Insurance Company
Ameriprise Financial Services, Inc.
Ascensus (formerly BISYS Retirement Services, Inc.)
BB&T
BMO Harris Bank N.A.
BNY Mellon, N.A.
Benefit Plans Administrative Services, Inc.
Benefit Trust Company
Cetera
Charles Schwab & Co., Inc.
Chase Investment Services
Citigroup Global Markets Inc.
Commonwealth Equity Services, LLP, DBA Commonwealth Financial Network
Davenport & Co., LLC
Digital Retirement Solutions, Inc.
Dyatech, LLC
Edward Jones
Fidelity Brokerage Services LLC/National Financial Services LLC
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)/Fidelity Advisors Retirement
Financial Data Services, Inc.
First Clearing
Genesis Employee Benefits, Inc. DBA America’s VEBA Solution
Goldman Sachs
Great West Life and Annuity Insurance Co.
GWFS Equities, Inc.
Hartford Life Insurance Company
Hartford Securities Distribution Company, Inc.
ICMA Retirement Corporation
J.J.B. Hilliard, W.L. Lyons, Inc.
J.P. Morgan Retirement Plan Services, LLC
J.P. Morgan Securities LLC
JPMorgan Chase Bank, N.A.
Janney Montgomery Scott LLC
John Hancock Trust Company
Kestra Investment Services, LLC
LPL Financial Services
Ladenburg Thalmann Advisor Network LLC
Lincoln Financial Securities Corporation
Lincoln Retirement Services Company LLC/AMG Service Corp.
Linsco/Private Ledger Corp.
Massachusetts Mutual Life Insurance Company
Mercer HR Outsourcing LLC
Merrill Lynch, Pierce, Fenner & Smith Inc.
Mid Atlantic Capital Corporation
Morgan Stanley & Co., Incorporated/Morgan Stanley Smith Barney LLC
MSCS Financial Services Division of Broadridge Business Process Outsourcing, LLC
National Financial Services, LLC
Nationwide Financial Services, Inc.
Newport Retirement Services, Inc.
Northwestern Mutual
NYLife Distributors LLC
Oppenheimer & Co.
Pershing LLC
Principal Life Insurance Company
Prudential Insurance Company of America (The)
Prudential Investment Management Services, LLC/Prudential Investments LLC
Raymond James & Associates/Raymond James Financial Services, Inc.
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RBC Capital Markets, LLC
Reliance Trust Company
Retirement Plan Company, LLC (The)
Robert W. Baird & Co., Inc.
SI Financial Advisors
Southwest Securities, Inc.
Stifel, Nicolaus & Co., Inc.
T. Rowe Price Investment Services, Inc./T. Rowe Price Retirement Plan Services, Inc.
TD Ameritrade, Inc.
TD Ameritrade Trust Company (formerly Fiserv Trust Company/International Clearing Trust Company)
TIAA-CREF Individual & Institutional Services, LLC
Trust Company of America
U.S. Bancorp Investments, Inc.
U.S. Bank N.A.
UBS Financial Services, Inc.
Unified Trust Company, N.A.
VALIC Retirement Services Company (formerly AIG Retirement Services Company)
Vanguard Group, Inc.
Voya Financial (formerly ING)
Wedbush Morgan Securities
Wells Fargo Advisors, LLC
Wells Fargo Bank, N.A.
Wells Fargo Institutional Retirement & Trust
Wilmington Trust Company
Wilmington Trust Retirement and Institutional Services Company (formerly AST Capital Trust Company)
Any additions, modifications or deletions to the list of Intermediaries identified above that have occurred since January 14, 2022 are not reflected in the list.
FINANCIAL STATEMENTS
The audited financial statements for each Fund’s most recent fiscal year appear in each Fund’s Annual Report dated September 30, 2021. Each Fund’s Annual Report is incorporated by reference into this SAI and is available without charge by calling (800) 257-8787.
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APPENDIX A
RATINGS OF INVESTMENTS
S&P Global Ratings—A brief description of the applicable S&P Global Ratings’ (“S&P”) rating symbols and their meanings (as published by S&P) follows:
Issue Credit Ratings
An S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P Global Ratings’ view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
Issue credit ratings can be either long-term or short-term. Short-term issue credit ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term issue credit ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings.
Long-Term Issue Credit Ratings*
Issue credit ratings are based, in varying degrees, on S&P Global Ratings’ analysis of the following considerations:
1. The likelihood of payment—the capacity and willingness of the obligor to meet its financial commitments on an obligation in accordance with the terms of the obligation;
2. The nature and provisions of the financial obligation, and the promise we impute; and
3. The protection afforded by, and relative position of, the financial obligation in the event of a bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
An issue rating is an assessment of default risk but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA |
An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong. |
AA |
An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong. |
A |
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong. |
BBB |
An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. |
BB, B, CCC, CC, and C |
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions. |
A-1
BB |
An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation. |
B |
An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation. |
CCC |
An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation. |
CC |
An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default. |
C |
An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher. |
|
|
D |
An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within the next five business days in the absence of a stated grace period or within the earlier of the stated grace period or the next 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed exchange offer. |
*Ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.
Short-Term Issue Credit Ratings
A-1 A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely strong.
A-2 A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.
A-3 A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.
B A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its financial commitments.
C A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
D A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five
A-2
business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed exchange offer.
Moody’s Investors Service, Inc.—A brief description of the applicable Moody’s Investors Service, Inc. (“Moody’s”) rating symbols and their meanings (as published by Moody’s) follows:
Ratings assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.
Long-Term Obligation Ratings
Aaa Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B Obligations rated B are considered speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Short-Term Obligation Ratings
P-1 Ratings of Prime-1 reflect a superior ability to repay short-term obligations.
P-2 Ratings of Prime-2 reflect a strong ability to repay short-term obligations.
P-3 Ratings of Prime-3 reflect an acceptable ability to repay short- term obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Medium-Term Note Program Ratings
Moody’s assigns provisional ratings to medium-term note (MTN) programs and definitive ratings to the individual debt securities issued from them (referred to as drawdowns or notes).
MTN program ratings are intended to reflect the ratings likely to be assigned to drawdowns issued from the program with the specified priority of claim (e.g. senior or subordinated). To capture the contingent nature of a program rating, Moody’s assigns provisional ratings to MTN programs. A provisional rating is denoted by a (P) in front of the rating. The rating assigned to a drawdown from a rated MTN or bank/deposit note program is definitive in nature, and may differ from the program rating if the drawdown is exposed to additional credit risks besides the issuer’s default, such as links to the defaults of other issuers, or has other structural features that warrant a different rating. In some circumstances, no rating may be assigned to a drawdown.
A-3
Moody’s encourages market participants to contact Moody’s Ratings Desks or visit www.moodys.com directly if they have questions regarding ratings for specific notes issued under a medium-term note program. Unrated notes issued under an MTN program may be assigned an NR (not rated) symbol.
Pledge-Specific Ratings
Pledge-specific ratings are opinions of the ability of a US state, local government, related entity, or nonprofit issuer to honor debt and debt-like obligations based upon specific security payment pledges or structural features.
U.S. Municipal Short-Term Debt and Demand Obligation Ratings
Moody’s uses the global short-term Prime rating scale for commercial paper issued by US municipalities and nonprofits. These commercial paper programs may be backed by external letters of credit or liquidity facilities, or by an issuer’s self-liquidity.
For other short-term municipal obligations, Moody’s uses one of two other short-term rating scales, the Municipal Investment Grade (MIG) and Variable Municipal Investment Grade (VMIG) scales discussed below.
MIG Ratings
Moody’s uses the MIG scale for US municipal cash flow notes, bond anticipation notes and certain other short-term obligations, which typically mature in three years or less. Under certain circumstances, we use the MIG scale for bond anticipation notes with maturities of up to five years.
MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
VMIG Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The components are a long-term rating and a short-term demand obligation rating. The long-term rating addresses the issuer’s ability to meet scheduled principal and interest payments. The short-term demand obligation rating addresses the ability of the issuer or the liquidity provider to make payments associated with the purchase-price-upon-demand feature (“demand feature”) of the VRDO. The short-term demand obligation rating uses the VMIG scale. VMIG ratings with liquidity support use as an input the short-term Counterparty Risk Assessment of the support provider, or the long-term rating of the underlying obligor in the absence of third party liquidity support. Transitions of VMIG ratings of demand obligations with conditional liquidity support differ from transitions on the Prime scale to reflect the risk that external liquidity support will terminate if the issuer’s long-term rating drops below investment grade. Please see Moody’s methodology that discusses demand obligations with conditional liquidity support.
VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections.
VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.
VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections.
SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural and/or legal protections.
Fitch Ratings—A brief description of the applicable Fitch Ratings (“Fitch”) ratings symbols and meanings (as published by Fitch) follows:
A-4
Fitch’s credit ratings relating to issuers are an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings relating to securities and obligations of an issuer can include a recovery expectation. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested. The agency’s credit ratings cover the global spectrum of corporate, sovereign financial, bank, insurance, and public finance entities (including supranational and sub-national entities) and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The terms “investment grade” and “speculative grade” have established themselves over time as shorthand to describe the categories ‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative grade). The terms investment grade and speculative grade are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred.
For the convenience of investors, Fitch may also include issues relating to a rated issuer that are not and have not been rated on its web page. Such issues are also denoted as ‘NR’.
Credit ratings express risk in relative rank order, which is to say they are ordinal measures of credit risk and are not predictive of a specific frequency of default or loss.
Fitch’s credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instrument’s documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligation’s documentation).
International Long-Term Ratings
Issuer Credit Rating Scales
AAA Highest credit quality. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A High credit quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB Good credit quality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
BB Speculative. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments.
B Highly speculative. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC Substantial credit risk. Very low margin for safety. Default is a real possibility.
CC Very high levels of credit risk. Default of some kind appears probable.
A-5
C Near default. A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’ category rating for an issuer include:
· the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
· the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation;
· the formal announcement by the issuer or their agent of a distressed debt exchange; or
· a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent.
RD Restricted default. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced:
· an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation but
· has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and
· has not otherwise ceased operating.
This would include:
· the selective payment default on a specific class or currency of debt;
· the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
· the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations.
D Default. ‘D’ ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or that has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.
International Short-Term Ratings
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.
F1 Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
A-6
F3 Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C High short-term default risk. Default is a real possibility.
RD Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
Notes to Long-Term and Short-Term ratings:
Within rating categories, Fitch may use modifiers. The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ ratings and ratings below the ‘CCC’ category.
Ratings that have been withdrawn will be indicated by the symbol ‘WD’.
Rating Watch: Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change. These are designated as “Positive”, indicating that a rating could stay at its present level or potentially be upgraded, “Negative”, to indicate that the rating could stay at its present level or potentially be downgraded, or “Evolving”, if ratings may be raised, lowered or affirmed. However, ratings can be raised or lowered without being placed on Rating Watch first.
A Rating Watch is typically event-driven and, as such, it is generally resolved over a relatively short period. The event driving the Watch may be either anticipated or have already occurred, but in both cases, the exact rating implications remain undetermined. The Watch period is typically used to gather further information and/or subject the information to further analysis.
A-7
APPENDIX B
B-1
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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T A B L E O F C O N T E N T S
7 | ||||||
1. | 8 | |||||
8 | ||||||
8 | ||||||
9 | ||||||
11 | ||||||
11 | ||||||
11 | ||||||
11 | ||||||
12 | ||||||
12 | ||||||
13 | ||||||
13 | ||||||
13 | ||||||
13 | ||||||
13 | ||||||
Unilateral Bylaw/Charter Amendments and Problematic Capital Structures |
13 | |||||
14 | ||||||
14 | ||||||
14 | ||||||
15 | ||||||
Management Proposals to Ratify Existing Charter or Bylaw Provisions |
15 | |||||
15 | ||||||
15 | ||||||
16 | ||||||
16 | ||||||
16 | ||||||
17 | ||||||
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18 | ||||||
18 | ||||||
18 | ||||||
18 | ||||||
19 | ||||||
19 | ||||||
19 | ||||||
Director and Officer Indemnification and Liability Protection |
19 | |||||
20 | ||||||
20 | ||||||
20 | ||||||
20 | ||||||
Majority of Independent Directors/Establishment of Independent Committees |
21 | |||||
21 | ||||||
21 |
I S S G O V E R N A N C E . C O M | 2 of 75 |
B-2
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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21 | ||||||
Shareholder Engagement Policy (Shareholder Advisory Committee) |
22 | |||||
2. | 23 | |||||
23 | ||||||
23 | ||||||
23 | ||||||
23 | ||||||
3. | 25 | |||||
Advance Notice Requirements for Shareholder Proposals/Nominations |
25 | |||||
25 | ||||||
25 | ||||||
25 | ||||||
26 | ||||||
26 | ||||||
26 | ||||||
26 | ||||||
26 | ||||||
26 | ||||||
27 | ||||||
27 | ||||||
27 | ||||||
28 | ||||||
Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy |
28 | |||||
28 | ||||||
Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs) |
28 | |||||
29 | ||||||
Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions |
29 | |||||
29 | ||||||
30 | ||||||
30 | ||||||
30 | ||||||
31 | ||||||
31 | ||||||
31 | ||||||
31 | ||||||
4. | 32 | |||||
32 | ||||||
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34 | ||||||
35 | ||||||
35 | ||||||
35 |
I S S G O V E R N A N C E . C O M | 3 of 75 |
B-3
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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I S S G O V E R N A N C E . C O M | 4 of 75 |
B-4
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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53 | ||||||
53 | ||||||
Compensation Consultants—Disclosure of Board or Company’s Utilization |
53 | |||||
Disclosure/Setting Levels or Types of Compensation for Executives and Directors |
53 | |||||
53 | ||||||
Hold Equity Past Retirement or for a Significant Period of Time |
53 | |||||
54 | ||||||
54 | ||||||
54 | ||||||
55 | ||||||
Prohibit Outside CEOs from Serving on Compensation Committees |
55 | |||||
Recoupment of Incentive or Stock Compensation in Specified Circumstances |
55 | |||||
56 | ||||||
56 | ||||||
56 | ||||||
56 | ||||||
56 | ||||||
6. | 58 | |||||
58 | ||||||
58 | ||||||
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58 | ||||||
58 | ||||||
7. | 59 | |||||
59 | ||||||
59 | ||||||
59 | ||||||
59 | ||||||
60 | ||||||
60 | ||||||
60 | ||||||
60 | ||||||
Reports on Potentially Controversial Business/Financial Practices |
60 | |||||
Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation |
61 | |||||
61 | ||||||
61 | ||||||
62 | ||||||
62 | ||||||
62 | ||||||
63 | ||||||
63 | ||||||
64 | ||||||
64 | ||||||
64 | ||||||
64 | ||||||
Gender Identity, Sexual Orientation, and Domestic Partner Benefits |
65 | |||||
65 | ||||||
65 |
I S S G O V E R N A N C E . C O M | 5 of 75 |
B-5
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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65 | ||||||
65 | ||||||
General Environmental Proposals and Community Impact Assessments |
66 | |||||
66 | ||||||
66 | ||||||
66 | ||||||
67 | ||||||
67 | ||||||
67 | ||||||
67 | ||||||
67 | ||||||
Environmental, Social, and Governance (ESG) Compensation-Related Proposals |
67 | |||||
Human Rights, Human Capital Management, and International Operations |
68 | |||||
68 | ||||||
68 | ||||||
69 | ||||||
69 | ||||||
69 | ||||||
69 | ||||||
70 | ||||||
70 | ||||||
70 | ||||||
70 | ||||||
8. | 71 | |||||
71 | ||||||
Closed End Funds- Unilateral Opt-In to Control Share Acquisition Statutes |
71 | |||||
71 | ||||||
71 | ||||||
71 | ||||||
71 | ||||||
72 | ||||||
72 | ||||||
Changing a Fundamental Restriction to a Nonfundamental Restriction |
72 | |||||
72 | ||||||
72 | ||||||
72 | ||||||
73 | ||||||
73 | ||||||
73 | ||||||
73 | ||||||
Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval |
73 | |||||
74 | ||||||
74 | ||||||
74 | ||||||
74 | ||||||
74 | ||||||
74 | ||||||
Terminate the Investment Advisor | 74 |
I S S G O V E R N A N C E . C O M | 6 of 75 |
B-6
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Coverage
The U.S. research team provides proxy analyses and voting recommendations for the common shareholder meetings of U.S. - incorporated companies that are publicly - traded on U.S. exchanges, as well as certain OTC companies, if they are held in our institutional investor clients’ portfolios. Coverage generally includes corporate actions for common equity holders, such as written consents and bankruptcies. ISS’ U.S. coverage includes investment companies (including open-end funds, closed-end funds, exchange-traded funds, and unit investment trusts), limited partnerships (“LPs”), master limited partnerships (“MLPs”), limited liability companies (“LLCs”), and business development companies. ISS reviews its universe of coverage on an annual basis, and the coverage is subject to change based on client need and industry trends.
Foreign-incorporated companies
In addition to U.S.- incorporated, U.S.- listed companies, ISS’ U.S. policies are applied to certain foreign-incorporated company analyses. Like the SEC, ISS distinguishes two types of companies that list but are not incorporated in the U.S.:
◾ |
U.S. Domestic Issuers – which have a majority of outstanding shares held in the U.S. and meet other criteria, as determined by the SEC, and are subject to the same disclosure and listing standards as U.S. incorporated companies (e.g. they are required to file DEF14A proxy statements) – are generally covered under standard U.S. policy guidelines. |
◾ |
Foreign Private Issuers (FPIs) – which are allowed to take exemptions from most disclosure requirements (e.g., they are allowed to file 6-K for their proxy materials) and U.S. listing standards – are generally covered under a combination of policy guidelines: |
◾ |
FPI Guidelines (see the Americas Regional Proxy Voting Guidelines), may apply to companies incorporated in governance havens, and apply certain minimum independence and disclosure standards in the evaluation of key proxy ballot items, such as the election of directors; and/or |
◾ |
Guidelines for the market that is responsible for, or most relevant to, the item on the ballot. |
U.S. incorporated companies listed only on non-U.S. exchanges are generally covered under the ISS guidelines for the market on which they are traded.
An FPI is generally covered under ISS’ approach to FPIs outlined above, even if such FPI voluntarily files a proxy statement and/or other filing normally required of a U.S. Domestic Issuer, so long as the company retains its FPI status.
In all cases – including with respect to other companies with cross-market features that may lead to ballot items related to multiple markets – items that are on the ballot solely due to the requirements of another market (listing, incorporation, or national code) may be evaluated under the policy of the relevant market, regardless of the “assigned” primary market coverage.
I S S G O V E R N A N C E . C O M | 7 of 75 |
B-7
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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1. Board of Directors
Voting on Director Nominees in Uncontested Elections
Four fundamental principles apply when determining votes on director nominees:
Independence: Boards should be sufficiently independent from management (and significant shareholders) to ensure that they are able and motivated to effectively supervise management’s performance for the benefit of all shareholders, including in setting and monitoring the execution of corporate strategy, with appropriate use of shareholder capital, and in setting and monitoring executive compensation programs that support that strategy. The chair of the board should ideally be an independent director, and all boards should have an independent leadership position or a similar role in order to help provide appropriate counterbalance to executive management, as well as having sufficiently independent committees that focus on key governance concerns such as audit, compensation, and nomination of directors.
Composition: Companies should ensure that directors add value to the board through their specific skills and expertise and by having sufficient time and commitment to serve effectively. Boards should be of a size appropriate to accommodate diversity, expertise, and independence, while ensuring active and collaborative participation by all members. Boards should be sufficiently diverse to ensure consideration of a wide range of perspectives.
Responsiveness: Directors should respond to investor input, such as that expressed through significant opposition to management proposals, significant support for shareholder proposals (whether binding or non-binding), and tender offers where a majority of shares are tendered.
Accountability: Boards should be sufficiently accountable to shareholders, including through transparency of the company’s governance practices and regular board elections, by the provision of sufficient information for shareholders to be able to assess directors and board composition, and through the ability of shareholders to remove directors.
|
General Recommendation: Generally vote for director nominees, except under the following circumstances (with new nominees1 considered on case-by-case basis): |
Independence
Vote against2 or withhold from non-independent directors (Executive Directors and Non-Independent Non-Executive Directors per ISS’ Classification of Directors) when:
◾ |
Independent directors comprise 50 percent or less of the board; |
◾ |
The non-independent director serves on the audit, compensation, or nominating committee; |
◾ |
The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; or |
◾ |
The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee. |
1 A “new nominee” is a director who is being presented for election by shareholders for the first time. Recommendations on new nominees who have served for less than one year are made on a case-by-case basis depending on the timing of their appointment and the problematic governance issue in question.
2 In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.
I S S G O V E R N A N C E . C O M | 8 of 75 |
B-8
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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ISS Classification of Directors – U.S.
1. |
Executive Director |
1.1. |
Current officer1 of the company or one of its affiliates2. |
2. |
Non-Independent Non-Executive Director |
Board Identification |
|
2.1. |
Director identified as not independent by the board. |
Controlling/Significant Shareholder |
|
2.2. |
Beneficial owner of more than 50 percent of the company’s voting power (this may be aggregated if voting power is distributed among more than one member of a group). |
Current Employment at Company or Related Company |
|
2.3. |
Non-officer employee of the firm (including employee representatives). |
2.4. |
Officer1, former officer, or general or limited partner of a joint venture or partnership with the company. |
Former Employment |
|
2.5. |
Former CEO of the company. 3, 4 |
2.6. |
Former non-CEO officer1 of the company or an affiliate2 within the past five years. |
2.7. |
Former officer1 of an acquired company within the past five years.4 |
2.8. |
Officer1 of a former parent or predecessor firm at the time the company was sold or split off within the past five years. |
2.9. |
Former interim officer if the service was longer than 18 months. If the service was between 12 and 18 months an assessment of the interim officer’s employment agreement will be made.5 |
Family Members |
|
2.10. |
Immediate family member6 of a current or former officer1 of the company or its affiliates2 within the last five years. |
2.11. |
Immediate family member6 of a current employee of company or its affiliates2 where additional factors raise concern (which may include, but are not limited to, the following: a director related to numerous employees; the company or its affiliates employ relatives of numerous board members; or a non-Section 16 officer in a key strategic role). |
Professional, Transactional, and Charitable Relationships |
|
2.12. |
Director who (or whose immediate family member6) currently provides professional services7 in excess of $10,000 per year to: the company, an affiliate2, or an individual officer of the company or an affiliate; or who is (or whose immediate family member6 is) a partner, employee, or controlling shareholder of an organization which provides the services. |
2.13. |
Director who (or whose immediate family member6) currently has any material transactional relationship8 with the company or its affiliates2; or who is (or whose immediate family member6 is) a partner in, or a controlling shareholder or an executive officer of, an organization which has the material transactional relationship8 (excluding investments in the company through a private placement). |
2.14. |
Director who (or whose immediate family member6) is a trustee, director, or employee of a charitable or non-profit organization that receives material grants or endowments8 from the company or its affiliates2. |
Other Relationships |
|
2.15. |
Party to a voting agreement9 to vote in line with management on proposals being brought to shareholder vote. |
2.16. |
Has (or an immediate family member6 has) an interlocking relationship as defined by the SEC involving members of the board of directors or its Compensation Committee.10 |
2.17. |
Founder11 of the company but not currently an employee. |
2.18. |
Director with pay comparable to Named Executive Officers. |
2.19. |
Any material12 relationship with the company. |
3. |
Independent Director |
3.1. |
No material12 connection to the company other than a board seat. |
I S S G O V E R N A N C E . C O M | 9 of 75 |
B-9
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Footnotes:
1. The definition of officer will generally follow that of a “Section 16 officer” (officers subject to Section 16 of the Securities and Exchange Act of 1934) and includes the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit, division, or policy function). Current interim officers are included in this category. For private companies, the equivalent positions are applicable. A non-employee director serving as an officer due to statutory requirements (e.g. corporate secretary) will generally be classified as a Non-Independent Non-Executive Director under “Any material relationship with the company.” However, if the company provides explicit disclosure that the director is not receiving additional compensation exceeding $10,000 per year for serving in that capacity, then the director will be classified as an Independent Director.
2. “Affiliate” includes a subsidiary, sibling company, or parent company. ISS uses 50 percent control ownership by the parent company as the standard for applying its affiliate designation. The manager/advisor of an externally managed issuer (EMI) is considered an affiliate.
3. Includes any former CEO of the company prior to the company’s initial public offering (IPO).
4. When there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, ISS will generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable listing standards determination of such director’s independence; any operating ties to the firm; and the existence of any other conflicting relationships or related party transactions.
5. ISS will look at the terms of the interim officer’s employment contract to determine if it contains severance pay, long-term health and pension benefits, or other such standard provisions typically contained in contracts of permanent, non-temporary CEOs. ISS will also consider if a formal search process was under way for a full-time officer at the time.
6. “Immediate family member” follows the SEC’s definition of such and covers spouses, parents, children, step-parents, stepchildren, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.
7. Professional services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional services generally include but are not limited to the following: investment banking/financial advisory services, commercial banking (beyond deposit services), investment services, insurance services, accounting/audit services, consulting services, marketing services, legal services, property management services, realtor services, lobbying services, executive search services, and IT consulting services. The following would generally be considered transactional relationships and not professional services: deposit services, IT tech support services, educational services, and construction services. The case of participation in a banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated materiality test) rather than a professional relationship. “Of Counsel” relationships are only considered immaterial if the individual does not receive any form of compensation (in excess of $10,000 per year) from, or is a retired partner of, the firm providing the professional service. The case of a company providing a professional service to one of its directors or to an entity with which one of its directors is affiliated, will be considered a transactional rather than a professional relationship. Insurance services and marketing services are assumed to be professional services unless the company explains why such services are not advisory.
8. A material transactional relationship, including grants to non-profit organizations, exists if the company makes annual payments to, or receives annual payments from, another entity, exceeding the greater of: $200,000 or 5 percent of the recipient’s gross revenues, for a company that follows NASDAQ listing standards; or the greater of $1,000,000 or 2 percent of the recipient’s gross revenues, for a company that follows NYSE listing standards. For a company that follows neither of the preceding standards, ISS will apply the NASDAQ-based materiality test. (The recipient is the party receiving the financial proceeds from the transaction).
9. Dissident directors who are parties to a voting agreement pursuant to a settlement or similar arrangement may be classified as Independent Directors if an analysis of the following factors indicates that the voting agreement does not compromise their alignment with all shareholders’ interests: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships or related party transactions.
10. Interlocks include: executive officers serving as directors on each other’s compensation or similar committees (or, in the absence of such a committee, on the board); or executive officers sitting on each other’s boards and at least one serves on the other’s compensation or similar committees (or, in the absence of such a committee, on the board).
I S S G O V E R N A N C E . C O M | 10 of 75 |
B-10
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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11. The operating involvement of the founder with the company will be considered; if the founder was never employed by the company, ISS may deem him or her an Independent Director.
12. For purposes of ISS’s director independence classification, “material” will be defined as a standard of relationship (financial, personal, or otherwise) that a reasonable person might conclude could potentially influence one’s objectivity in the boardroom in a manner that would have a meaningful impact on an individual’s ability to satisfy requisite fiduciary standards on behalf of shareholders.
Composition
Attendance at Board and Committee Meetings: Generally vote against or withhold from directors (except nominees who served only part of the fiscal year3) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:
◾ |
Medical issues/illness; |
◾ |
Family emergencies; and |
◾ |
Missing only one meeting (when the total of all meetings is three or fewer). |
In cases of chronic poor attendance without reasonable justification, in addition to voting against the director(s) with poor attendance, generally vote against or withhold from appropriate members of the nominating/governance committees or the full board.
If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question.
Overboarded Directors: Generally vote against or withhold from individual directors who:
◾ |
Sit on more than five public company boards; or |
◾ |
Are CEOs of public companies who sit on the boards of more than two public companies besides their own—withhold only at their outside boards4. |
Gender Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) at companies where there are no women on the company’s board. An exception will be made if there was a woman on the board at the preceding annual meeting and the board makes a firm commitment to return to a gender-diverse status within a year.
3 Nominees who served for only part of the fiscal year are generally exempted from the attendance policy.
4 Although all of a CEO’s subsidiary boards with publicly-traded common stock will be counted as separate boards, ISS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships.
I S S G O V E R N A N C E . C O M | 11 of 75 |
B-11
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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This policy will also apply for companies not in the Russell 3000 and S&P1500 indices, effective for meetings on or after Feb. 1, 2023.
Racial and/or Ethnic Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members5. An exception will be made if there was racial and/or ethnic diversity on the board at the preceding annual meeting and the board makes a firm commitment to appoint at least one racial and/or ethnic diverse member within a year.
Responsiveness
Vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:
◾ |
The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year or failed to act on a management proposal seeking to ratify an existing charter/bylaw provision that received opposition of a majority of the shares cast in the previous year. Factors that will be considered are: |
◾ |
Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
◾ |
Rationale provided in the proxy statement for the level of implementation; |
◾ |
The subject matter of the proposal; |
◾ |
The level of support for and opposition to the resolution in past meetings; |
◾ |
Actions taken by the board in response to the majority vote and its engagement with shareholders; |
◾ |
The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
◾ |
Other factors as appropriate. |
◾ |
The board failed to act on takeover offers where the majority of shares are tendered; |
◾ |
At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote. |
Vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and the Say on Pay proposal if:
◾ |
The company’s previous say-on-pay received the support of less than 70 percent of votes cast. Factors that will be considered are: |
◾ |
The company’s response, including: |
◾ |
Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated); |
◾ |
Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
◾ |
Disclosure of specific and meaningful actions taken to address shareholders’ concerns; |
◾ |
Other recent compensation actions taken by the company; |
◾ |
Whether the issues raised are recurring or isolated; |
◾ |
The company’s ownership structure; and |
◾ |
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
5 Aggregate diversity statistics provided by the board will only be considered if specific to racial and/or ethnic diversity.
I S S G O V E R N A N C E . C O M | 12 of 75 |
B-12
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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◾ |
The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast. |
Accountability
Problematic Takeover Defenses/Governance Structure
Poison Pills: Vote against or withhold from all nominees (except new nominees1, who should be considered case-by-case) if:
◾ |
The company has a poison pill that was not approved by shareholders6. However, vote case-by-case on nominees if the board adopts an initial pill with a term of one year or less, depending on the disclosed rationale for the adoption, and other factors as relevant (such as a commitment to put any renewal to a shareholder vote); |
◾ |
The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval; or |
◾ |
The pill, whether short-term7 or long-term, has a deadhand or slowhand feature. |
Classified Board Structure: The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable.
Removal of Shareholder Discretion on Classified Boards: The company has opted into, or failed to opt out of, state laws requiring a classified board structure.
Director Performance Evaluation: The board lacks mechanisms to promote accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one-, three-, and five-year total shareholder returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s operational metrics and other factors as warranted. Problematic provisions include but are not limited to:
◾ |
A classified board structure; |
◾ |
A supermajority vote requirement; |
◾ |
Either a plurality vote standard in uncontested director elections, or a majority vote standard in contested elections; |
◾ |
The inability of shareholders to call special meetings; |
◾ |
The inability of shareholders to act by written consent; |
◾ |
A multi-class capital structure; and/or |
◾ |
A non-shareholder-approved poison pill. |
Unilateral Bylaw/Charter Amendments and Problematic Capital Structures: Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if the board amends the company’s bylaws or charter without shareholder approval in a manner that materially diminishes shareholders’ rights or that could adversely impact shareholders, considering the following factors:
◾ |
The board’s rationale for adopting the bylaw/charter amendment without shareholder ratification; |
◾ |
Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
6 Public shareholders only, approval prior to a company’s becoming public is insufficient.
7 If the short-term pill with a deadhand or slowhand feature is enacted but expires before the next shareholder vote, ISS will generally still recommend withhold/against nominees at the next shareholder meeting following its adoption.
I S S G O V E R N A N C E . C O M | 13 of 75 |
B-13
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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◾ |
The level of impairment of shareholders’ rights caused by the board’s unilateral amendment to the bylaws/charter; |
◾ |
The board’s track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
◾ |
The company’s ownership structure; |
◾ |
The company’s existing governance provisions; |
◾ |
The timing of the board’s amendment to the bylaws/charter in connection with a significant business development; and |
◾ |
Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees. Generally vote against (except new nominees1, who should be considered case-by-case) if the directors:
◾ |
Classified the board; |
◾ |
Adopted supermajority vote requirements to amend the bylaws or charter; or |
◾ |
Eliminated shareholders’ ability to amend bylaws. |
Unequal Voting Rights
Problematic Capital Structure—Newly Public Companies: For 2022, for newly public companies8, generally vote against or withhold from the entire board (except new nominees1, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board implemented a multi-class capital structure in which the classes have unequal voting rights without subjecting the multi-class capital structure to a reasonable time-based sunset. In assessing the reasonableness of a time-based sunset provision, consideration will be given to the company’s lifespan, its post-IPO ownership structure and the board’s disclosed rationale for the sunset period selected. No sunset period of more than seven years from the date of the IPO will be considered to be reasonable.
Continue to vote against or withhold from incumbent directors in subsequent years, unless the problematic capital structure is reversed, removed, or subject to a newly added reasonable sunset.
Common Stock Capital Structure with Unequal Voting Rights: Starting Feb 1, 2023, generally vote withhold or against directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case), if the company employs a common stock structure with unequal voting rights9.
Exceptions to this policy will generally be limited to:
◾ |
Newly-public companies8 with a sunset provision of no more than seven years from the date of going public; |
◾ |
Limited Partnerships and the Operating Partnership (OP) unit structure of REITs; |
◾ |
Situations where the unequal voting rights are considered de minimis; or |
◾ |
The company provides sufficient protections for minority shareholders, such as allowing minority shareholders a regular binding vote on whether the capital structure should be maintained. |
8 Newly-public companies generally include companies that emerge from bankruptcy, SPAC transactions, spin-offs, direct listings, and those who complete a traditional initial public offering.
9 This generally includes classes of common stock that have additional votes per share than other shares; classes of shares that are not entitled to vote on all the same ballot items or nominees; or stock with time-phased voting rights (“loyalty shares”).
I S S G O V E R N A N C E . C O M | 14 of 75 |
B-14
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Problematic Governance Structure—Newly Public Companies: For newly public companies8, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board adopted the following bylaw or charter provisions that are considered to be materially adverse to shareholder rights:
◾ |
Supermajority vote requirements to amend the bylaws or charter; |
◾ |
A classified board structure; or |
◾ |
Other egregious provisions. |
A reasonable sunset provision will be considered a mitigating factor.
Unless the adverse provision is reversed or removed, vote case-by-case on director nominees in subsequent years.
Management Proposals to Ratify Existing Charter or Bylaw Provisions: Vote against/withhold from individual directors, members of the governance committee, or the full board, where boards ask shareholders to ratify existing charter or bylaw provisions considering the following factors:
◾ |
The presence of a shareholder proposal addressing the same issue on the same ballot; |
◾ |
The board’s rationale for seeking ratification; |
◾ |
Disclosure of actions to be taken by the board should the ratification proposal fail; |
◾ |
Disclosure of shareholder engagement regarding the board’s ratification request; |
◾ |
The level of impairment to shareholders’ rights caused by the existing provision; |
◾ |
The history of management and shareholder proposals on the provision at the company’s past meetings; |
◾ |
Whether the current provision was adopted in response to the shareholder proposal; |
◾ |
The company’s ownership structure; and |
◾ |
Previous use of ratification proposals to exclude shareholder proposals. |
Restrictions on Shareholders’ Rights
Restricting Binding Shareholder Proposals: Generally vote against or withhold from the members of the governance committee if:
◾ |
The company’s governing documents impose undue restrictions on shareholders’ ability to amend the bylaws. Such restrictions include but are not limited to: outright prohibition on the submission of binding shareholder proposals or share ownership requirements, subject matter restrictions, or time holding requirements in excess of SEC Rule 14a-8. Vote against or withhold on an ongoing basis. |
Submission of management proposals to approve or ratify requirements in excess of SEC Rule 14a-8 for the submission of binding bylaw amendments will generally be viewed as an insufficient restoration of shareholders’ rights. Generally continue to vote against or withhold on an ongoing basis until shareholders are provided with an unfettered ability to amend the bylaws or a proposal providing for such unfettered right is submitted for shareholder approval.
Problematic Audit-Related Practices
Generally vote against or withhold from the members of the Audit Committee if:
◾ |
The non-audit fees paid to the auditor are excessive; |
◾ |
The company receives an adverse opinion on the company’s financial statements from its auditor; or |
◾ |
There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm. |
I S S G O V E R N A N C E . C O M | 15 of 75 |
B-15
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Vote case-by-case on members of the Audit Committee and potentially the full board if:
◾ |
Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted. |
Problematic Compensation Practices
In the absence of an Advisory Vote on Executive Compensation (Say on Pay) ballot item or in egregious situations, vote against or withhold from the members of the Compensation Committee and potentially the full board if:
◾ |
There is an unmitigated misalignment between CEO pay and company performance (pay for performance); |
◾ |
The company maintains significant problematic pay practices; or |
◾ |
The board exhibits a significant level of poor communication and responsiveness to shareholders. |
Generally vote against or withhold from the Compensation Committee chair, other committee members, or potentially the full board if:
◾ |
The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of say on pay; or |
◾ |
The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions. |
Generally vote against members of the board committee responsible for approving/setting non-employee director compensation if there is a pattern (i.e. two or more years) of awarding excessive non-employee director compensation without disclosing a compelling rationale or other mitigating factors.
Problematic Pledging of Company Stock:
Vote against the members of the committee that oversees risks related to pledging, or the full board, where a significant level of pledged company sto1ck by executives or directors raises concerns. The following factors will be considered:
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The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging activity; |
◾ |
The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, and trading volume; |
◾ |
Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over time; |
◾ |
Disclosure in the proxy statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and |
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Any other relevant factors. |
Climate Accountability
For companies that are significant greenhouse gas (GHG) emitters, through their operations or value chain10, generally vote against or withhold from the incumbent chair of the responsible committee (or other directors on a case-by-case basis) in cases where ISS determines that the company is not taking the minimum steps needed to understand, assess, and mitigate risks related to climate change to the company and the larger economy.
10 For 2022, companies defined as “significant GHG emitters” will be those on the current Climate Action 100+ Focus Group list.
I S S G O V E R N A N C E . C O M | 16 of 75 |
B-16
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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For 2022, minimum steps to understand and mitigate those risks are considered to be the following. Both minimum criteria will be required to be in compliance:
◾ |
Detailed disclosure of climate-related risks, such as according to the framework established by the Task Force on Climate-related Financial Disclosures (TCFD), including: |
◾ |
Board governance measures; |
◾ |
Corporate strategy; |
◾ |
Risk management analyses; and |
◾ |
Metrics and targets. |
◾ |
Appropriate GHG emissions reduction targets. |
For 2022, “appropriate GHG emissions reductions targets” will be any well-defined GHG reduction targets. Targets for Scope 3 emissions will not be required for 2022 but the targets should cover at least a significant portion of the company’s direct emissions. Expectations about what constitutes “minimum steps to mitigate risks related to climate change” will increase over time.
Governance Failures
Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to:
◾ |
Material failures of governance, stewardship, risk oversight11, or fiduciary responsibilities at the company; |
◾ |
Failure to replace management as appropriate; or |
◾ |
Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. |
Voting on Director Nominees in Contested Elections
Vote-No Campaigns
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General Recommendation: In cases where companies are targeted in connection with public “vote-no” campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. Take into consideration the arguments submitted by shareholders and other publicly available information. |
Proxy Contests/Proxy Access
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General Recommendation: Vote case-by-case on the election of directors in contested elections, considering the following factors: |
◾ |
Long-term financial performance of the company relative to its industry; |
◾ |
Management’s track record; |
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Background to the contested election; |
◾ |
Nominee qualifications and any compensatory arrangements; |
◾ |
Strategic plan of dissident slate and quality of the critique against management; |
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Likelihood that the proposed goals and objectives can be achieved (both slates); and |
11 Examples of failure of risk oversight include but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; demonstrably poor risk oversight of environmental and social issues, including climate change; significant adverse legal judgments or settlement; or hedging of company stock.
I S S G O V E R N A N C E . C O M | 17 of 75 |
B-17
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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◾ |
Stock ownership positions. |
In the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether there are more candidates than board seats).
Other Board-Related Proposals
Adopt Anti-Hedging/Pledging/Speculative Investments Policy
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General Recommendation: Generally vote for proposals seeking a policy that prohibits named executive officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin account, or pledging stock as collateral for a loan. However, the company’s existing policies regarding responsible use of company stock will be considered. |
Board Refreshment
Board refreshment is best implemented through an ongoing program of individual director evaluations, conducted annually, to ensure the evolving needs of the board are met and to bring in fresh perspectives, skills, and diversity as needed.
Term/Tenure Limits
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General Recommendation: Vote case-by-case on management proposals regarding director term/tenure limits, considering: |
◾ |
The rationale provided for adoption of the term/tenure limit; |
◾ |
The robustness of the company’s board evaluation process; |
◾ |
Whether the limit is of sufficient length to allow for a broad range of director tenures; |
◾ |
Whether the limit would disadvantage independent directors compared to non-independent directors; and |
◾ |
Whether the board will impose the limit evenly, and not have the ability to waive it in a discriminatory manner. |
Vote case-by-case on shareholder proposals asking for the company to adopt director term/tenure limits, considering:
◾ |
The scope of the shareholder proposal; and |
◾ |
Evidence of problematic issues at the company combined with, or exacerbated by, a lack of board refreshment. |
Age Limits
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General Recommendation: Generally vote against management and shareholder proposals to limit the tenure of independent directors through mandatory retirement ages. Vote for proposals to remove mandatory age limits. |
Board Size
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General Recommendation: Vote for proposals seeking to fix the board size or designate a range for the board size. |
Vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
I S S G O V E R N A N C E . C O M | 18 of 75 |
B-18
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Classification/Declassification of the Board
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General Recommendation: Vote against proposals to classify (stagger) the board. |
Vote for proposals to repeal classified boards and to elect all directors annually.
CEO Succession Planning
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General Recommendation: Generally vote for proposals seeking disclosure on a CEO succession planning policy, considering, at a minimum, the following factors: |
◾ |
The reasonableness/scope of the request; and |
◾ |
The company’s existing disclosure on its current CEO succession planning process. |
Cumulative Voting
|
General Recommendation: Generally vote against management proposals to eliminate cumulate voting, and for shareholder proposals to restore or provide for cumulative voting, unless: |
◾ |
The company has proxy access12, thereby allowing shareholders to nominate directors to the company’s ballot; and |
◾ |
The company has adopted a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections. |
Vote for proposals for cumulative voting at controlled companies (insider voting power > 50%).
Director and Officer Indemnification and Liability Protection
|
General Recommendation: Vote case-by-case on proposals on director and officer indemnification and liability protection. |
Vote against proposals that would:
◾ |
Eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care. |
◾ |
Expand coverage beyond just legal expenses to liability for acts that are more serious violations of fiduciary obligation than mere carelessness. |
◾ |
Expand the scope of indemnification to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide indemnification for, at the discretion of the company’s board (i.e., “permissive indemnification”), but that previously the company was not required to indemnify. |
Vote for only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if both of the following apply:
◾ |
If the director was found to have acted in good faith and in a manner that s/he reasonably believed was in the best interests of the company; and |
◾ |
If only the director’s legal expenses would be covered. |
12 A proxy access right that meets the recommended guidelines.
I S S G O V E R N A N C E . C O M | 19 of 75 |
B-19
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Establish/Amend Nominee Qualifications
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General Recommendation: Vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on the reasonableness of the criteria and the degree to which they may preclude dissident nominees from joining the board. |
Vote case-by-case on shareholder resolutions seeking a director nominee who possesses a particular subject matter expertise, considering:
◾ |
The company’s board committee structure, existing subject matter expertise, and board nomination provisions relative to that of its peers; |
◾ |
The company’s existing board and management oversight mechanisms regarding the issue for which board oversight is sought; |
◾ |
The company’s disclosure and performance relating to the issue for which board oversight is sought and any significant related controversies; and |
◾ |
The scope and structure of the proposal. |
Establish Other Board Committee Proposals
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General Recommendation: Generally vote against shareholder proposals to establish a new board committee, as such proposals seek a specific oversight mechanism/structure that potentially limits a company’s flexibility to determine an appropriate oversight mechanism for itself. However, the following factors will be considered: |
◾ |
Existing oversight mechanisms (including current committee structure) regarding the issue for which board oversight is sought; |
◾ |
Level of disclosure regarding the issue for which board oversight is sought; |
◾ |
Company performance related to the issue for which board oversight is sought; |
◾ |
Board committee structure compared to that of other companies in its industry sector; and |
◾ |
The scope and structure of the proposal. |
Filling Vacancies/Removal of Directors
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General Recommendation: Vote against proposals that provide that directors may be removed only for cause. |
Vote for proposals to restore shareholders’ ability to remove directors with or without cause.
Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies. Vote for proposals that permit shareholders to elect directors to fill board vacancies.
Independent Board Chair
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General Recommendation: Generally vote for shareholder proposals requiring that the board chair position be filled by an independent director, taking into consideration the following: |
◾ |
The scope and rationale of the proposal; |
◾ |
The company’s current board leadership structure; |
◾ |
The company’s governance structure and practices; |
◾ |
Company performance; and |
◾ |
Any other relevant factors that may be applicable. |
The following factors will increase the likelihood of a “for” recommendation:
◾ |
A majority non-independent board and/or the presence of non-independent directors on key board committees; |
I S S G O V E R N A N C E . C O M | 20 of 75 |
B-20
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
A weak or poorly-defined lead independent director role that fails to serve as an appropriate counterbalance to a combined CEO/chair role; |
◾ |
The presence of an executive or non-independent chair in addition to the CEO, a recent recombination of the role of CEO and chair, and/or departure from a structure with an independent chair; |
◾ |
Evidence that the board has failed to oversee and address material risks facing the company; |
◾ |
A material governance failure, particularly if the board has failed to adequately respond to shareholder concerns or if the board has materially diminished shareholder rights; or |
◾ |
Evidence that the board has failed to intervene when management’s interests are contrary to shareholders’ interests. |
Majority of Independent Directors/Establishment of Independent Committees
|
General Recommendation: Vote for shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by ISS’ definition of Independent Director (See ISS’ Classification of Directors.) |
Vote for shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors unless they currently meet that standard.
Majority Vote Standard for the Election of Directors
|
General Recommendation: Generally vote for management proposals to adopt a majority of votes cast standard for directors in uncontested elections. Vote against if no carve-out for a plurality vote standard in contested elections is included. |
Generally vote for precatory and binding shareholder resolutions requesting that the board change the company’s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats.
Companies are strongly encouraged to also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.
Proxy Access
|
General Recommendation: Generally vote for management and shareholder proposals for proxy access with the following provisions: |
◾ |
Ownership threshold: maximum requirement not more than three percent (3%) of the voting power; |
◾ |
Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group; |
◾ |
Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group; |
◾ |
Cap: cap on nominees of generally twenty-five percent (25%) of the board. |
Review for reasonableness any other restrictions on the right of proxy access.
Generally vote against proposals that are more restrictive than these guidelines.
Require More Nominees than Open Seats
|
General Recommendation: Vote against shareholder proposals that would require a company to nominate more candidates than the number of open board seats. |
I S S G O V E R N A N C E . C O M | 21 of 75 |
B-21
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
Shareholder Engagement Policy (Shareholder Advisory Committee)
|
General Recommendation: Generally vote for shareholder proposals requesting that the board establish an internal mechanism/process, which may include a committee, in order to improve communications between directors and shareholders, unless the company has the following features, as appropriate: |
◾ |
Established a communication structure that goes beyond the exchange requirements to facilitate the exchange of information between shareholders and members of the board; |
◾ |
Effectively disclosed information with respect to this structure to its shareholders; |
◾ |
Company has not ignored majority-supported shareholder proposals, or a majority withhold vote on a director nominee; and |
◾ |
The company has an independent chair or a lead director, according to ISS’ definition. This individual must be made available for periodic consultation and direct communication with major shareholders. |
I S S G O V E R N A N C E . C O M | 22 of 75 |
B-22
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
2. Audit-Related
Auditor Indemnification and Limitation of Liability
|
General Recommendation: Vote case-by-case on the issue of auditor indemnification and limitation of liability. Factors to be assessed include, but are not limited to: |
◾ |
The terms of the auditor agreement—the degree to which these agreements impact shareholders’ rights; |
◾ |
The motivation and rationale for establishing the agreements; |
◾ |
The quality of the company’s disclosure; and |
◾ |
The company’s historical practices in the audit area. |
Vote against or withhold from members of an audit committee in situations where there is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.
Auditor Ratification
|
General Recommendation: Vote for proposals to ratify auditors unless any of the following apply: |
◾ |
An auditor has a financial interest in or association with the company, and is therefore not independent; |
◾ |
There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position; |
◾ |
Poor accounting practices are identified that rise to a serious level of concern, such as fraud or misapplication of GAAP; or |
◾ |
Fees for non-audit services (“Other” fees) are excessive. |
Non-audit fees are excessive if:
◾ |
Non-audit (“other”) fees > audit fees + audit-related fees + tax compliance/preparation fees |
Tax compliance and preparation include the preparation of original and amended tax returns and refund claims, and tax payment planning. All other services in the tax category, such as tax advice, planning, or consulting, should be added to “Other” fees. If the breakout of tax fees cannot be determined, add all tax fees to “Other” fees.
In circumstances where “Other” fees include fees related to significant one-time capital structure events (such as initial public offerings, bankruptcy emergence, and spin-offs) and the company makes public disclosure of the amount and nature of those fees that are an exception to the standard “non-audit fee” category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
Shareholder Proposals Limiting Non-Audit Services
|
General Recommendation: Vote case-by-case on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services. |
Shareholder Proposals on Audit Firm Rotation
|
General Recommendation: Vote case-by-case on shareholder proposals asking for audit firm rotation, taking into account: |
◾ |
The tenure of the audit firm; |
I S S G O V E R N A N C E . C O M | 23 of 75 |
B-23
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
The length of rotation specified in the proposal; |
◾ |
Any significant audit-related issues at the company; |
◾ |
The number of Audit Committee meetings held each year; |
◾ |
The number of financial experts serving on the committee; and |
◾ |
Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality and competitive price. |
I S S G O V E R N A N C E . C O M | 24 of 75 |
B-24
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
3. Shareholder Rights & Defenses
Advance Notice Requirements for Shareholder Proposals/Nominations
|
General Recommendation: Vote case-by-case on advance notice proposals, giving support to those proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory, and shareholder review. |
To be reasonable, the company’s deadline for shareholder notice of a proposal/nominations must be no earlier than 120 days prior to the anniversary of the previous year’s meeting and have a submittal window of no shorter than 30 days from the beginning of the notice period (also known as a 90-120-day window). The submittal window is the period under which shareholders must file their proposals/nominations prior to the deadline.
In general, support additional efforts by companies to ensure full disclosure in regard to a proponent’s economic and voting position in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information to review such proposals.
Amend Bylaws without Shareholder Consent
|
General Recommendation: Vote against proposals giving the board exclusive authority to amend the bylaws. |
Vote case-by-case on proposals giving the board the ability to amend the bylaws in addition to shareholders, taking into account the following:
◾ |
Any impediments to shareholders’ ability to amend the bylaws (i.e. supermajority voting requirements); |
◾ |
The company’s ownership structure and historical voting turnout; |
◾ |
Whether the board could amend bylaws adopted by shareholders; and |
◾ |
Whether shareholders would retain the ability to ratify any board-initiated amendments. |
Control Share Acquisition Provisions
|
General Recommendation: Vote for proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders. |
Vote against proposals to amend the charter to include control share acquisition provisions.
Vote for proposals to restore voting rights to the control shares.
Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. Voting rights for those shares exceeding ownership limits may only be restored by approval of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement if the bidder continues buying up a large block of shares.
Control Share Cash-Out Provisions
|
General Recommendation: Vote for proposals to opt out of control share cash-out statutes. |
Control share cash-out statutes give dissident shareholders the right to “cash-out” of their position in a company at the expense of the shareholder who has taken a control position. In other words, when an investor crosses a
I S S G O V E R N A N C E . C O M | 25 of 75 |
B-25
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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preset threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.
Disgorgement Provisions
|
General Recommendation: Vote for proposals to opt out of state disgorgement provisions. |
Disgorgement provisions require an acquirer or potential acquirer of more than a certain percentage of a company’s stock to disgorge, or pay back, to the company any profits realized from the sale of that company’s stock purchased 24 months before achieving control status. All sales of company stock by the acquirer occurring within a certain period of time (between 18 months and 24 months) prior to the investor’s gaining control status are subject to these recapture-of-profits provisions.
Fair Price Provisions
|
General Recommendation: Vote case-by-case on proposals to adopt fair price provisions (provisions that stipulate that an acquirer must pay the same price to acquire all shares as it paid to acquire the control shares), evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price. |
Generally vote against fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Freeze-Out Provisions
|
General Recommendation: Vote for proposals to opt out of state freeze-out provisions. Freeze-out provisions force an investor who surpasses a certain ownership threshold in a company to wait a specified period of time before gaining control of the company. |
Greenmail
|
General Recommendation: Vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments. |
Vote case-by-case on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
Greenmail payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since only the hostile party receives payment, usually at a substantial premium over the market value of its shares, the practice discriminates against all other shareholders.
Shareholder Litigation Rights
Federal Forum Selection Provisions
Federal forum selection provisions require that U.S. federal courts be the sole forum for shareholders to litigate claims arising under federal securities law.
|
General Recommendation: Generally vote for federal forum selection provisions in the charter or bylaws that specify “the district courts of the United States” as the exclusive forum for federal securities law matters, in the absence of serious concerns about corporate governance or board responsiveness to shareholders. |
Vote against provisions that restrict the forum to a particular federal district court; unilateral adoption (without a shareholder vote) of such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.
I S S G O V E R N A N C E . C O M | 26 of 75 |
B-26
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Exclusive Forum Provisions for State Law Matters
Exclusive forum provisions in the charter or bylaws restrict shareholders’ ability to bring derivative lawsuits against the company, for claims arising out of state corporate law, to the courts of a particular state (generally the state of incorporation).
|
General Recommendation: Generally vote for charter or bylaw provisions that specify courts located within the state of Delaware as the exclusive forum for corporate law matters for Delaware corporations, in the absence of serious concerns about corporate governance or board responsiveness to shareholders. |
For states other than Delaware, vote case-by-case on exclusive forum provisions, taking into consideration:
◾ |
The company’s stated rationale for adopting such a provision; |
◾ |
Disclosure of past harm from duplicative shareholder lawsuits in more than one forum; |
◾ |
The breadth of application of the charter or bylaw provision, including the types of lawsuits to which it would apply and the definition of key terms; and |
◾ |
Governance features such as shareholders’ ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt to amend the charter or bylaws) and their ability to hold directors accountable through annual director elections and a majority vote standard in uncontested elections. |
Generally vote against provisions that specify a state other than the state of incorporation as the exclusive forum for corporate law matters, or that specify a particular local court within the state; unilateral adoption of such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.
Fee shifting
Fee-shifting provisions in the charter or bylaws require that a shareholder who sues a company unsuccessfully pay all litigation expenses of the defendant corporation and its directors and officers.
|
General Recommendation: Generally vote against provisions that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., including cases where the plaintiffs are partially successful). |
Unilateral adoption of a fee-shifting provision will generally be considered an ongoing failure under the Unilateral Bylaw/Charter Amendments policy.
Net Operating Loss (NOL) Protective Amendments
|
General Recommendation: Vote against proposals to adopt a protective amendment for the stated purpose of protecting a company’s net operating losses (NOL) if the effective term of the protective amendment would exceed the shorter of three years and the exhaustion of the NOL. |
Vote case-by-case, considering the following factors, for management proposals to adopt an NOL protective amendment that would remain in effect for the shorter of three years (or less) and the exhaustion of the NOL:
◾ |
The ownership threshold (NOL protective amendments generally prohibit stock ownership transfers that would result in a new 5-percent holder or increase the stock ownership percentage of an existing 5-percent holder); |
◾ |
The value of the NOLs; |
I S S G O V E R N A N C E . C O M | 27 of 75 |
B-27
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL); |
◾ |
The company’s existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and |
◾ |
Any other factors that may be applicable. |
Poison Pills (Shareholder Rights Plans)
Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy
|
General Recommendation: Vote for shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it unless the company has: (1) A shareholder-approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either: |
◾ |
Shareholders have approved the adoption of the plan; or |
◾ |
The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e., the “fiduciary out” provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within 12 months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate. |
If the shareholder proposal calls for a time period of less than 12 months for shareholder ratification after adoption, vote for the proposal, but add the caveat that a vote within 12 months would be considered sufficient implementation.
Management Proposals to Ratify a Poison Pill
|
General Recommendation: Vote case-by-case on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes: |
◾ |
No lower than a 20 percent trigger, flip-in or flip-over; |
◾ |
A term of no more than three years; |
◾ |
No deadhand, slowhand, no-hand, or similar feature that limits the ability of a future board to redeem the pill; |
◾ |
Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill. |
In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.
Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)
|
General Recommendation: Vote against proposals to adopt a poison pill for the stated purpose of protecting a company’s net operating losses (NOL) if the term of the pill would exceed the shorter of three years and the exhaustion of the NOL. |
Vote case-by-case on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:
◾ |
The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent); |
◾ |
The value of the NOLs; |
I S S G O V E R N A N C E . C O M | 28 of 75 |
B-28
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs); |
◾ |
The company’s existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and |
◾ |
Any other factors that may be applicable. |
Proxy Voting Disclosure, Confidentiality, and Tabulation
|
General Recommendation: Vote case-by-case on proposals regarding proxy voting mechanics, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder rights. Specific issues covered under the policy include, but are not limited to, confidential voting of individual proxies and ballots, confidentiality of running vote tallies, and the treatment of abstentions and/or broker non-votes in the company’s vote-counting methodology. |
While a variety of factors may be considered in each analysis, the guiding principles are: transparency, consistency, and fairness in the proxy voting process. The factors considered, as applicable to the proposal, may include:
◾ |
The scope and structure of the proposal; |
◾ |
The company’s stated confidential voting policy (or other relevant policies) and whether it ensures a “level playing field” by providing shareholder proponents with equal access to vote information prior to the annual meeting; |
◾ |
The company’s vote standard for management and shareholder proposals and whether it ensures consistency and fairness in the proxy voting process and maintains the integrity of vote results; |
◾ |
Whether the company’s disclosure regarding its vote counting method and other relevant voting policies with respect to management and shareholder proposals are consistent and clear; |
◾ |
Any recent controversies or concerns related to the company’s proxy voting mechanics; |
◾ |
Any unintended consequences resulting from implementation of the proposal; and |
◾ |
Any other factors that may be relevant. |
Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions
|
General Recommendation: Generally vote against management proposals to ratify provisions of the company’s existing charter or bylaws, unless these governance provisions align with best practice. |
In addition, voting against/withhold from individual directors, members of the governance committee, or the full board may be warranted, considering:
◾ |
The presence of a shareholder proposal addressing the same issue on the same ballot; |
◾ |
The board’s rationale for seeking ratification; |
◾ |
Disclosure of actions to be taken by the board should the ratification proposal fail; |
◾ |
Disclosure of shareholder engagement regarding the board’s ratification request; |
◾ |
The level of impairment to shareholders’ rights caused by the existing provision; |
◾ |
The history of management and shareholder proposals on the provision at the company’s past meetings; |
◾ |
Whether the current provision was adopted in response to the shareholder proposal; |
◾ |
The company’s ownership structure; and |
◾ |
Previous use of ratification proposals to exclude shareholder proposals. |
Reimbursing Proxy Solicitation Expenses
|
General Recommendation: Vote case-by-case on proposals to reimburse proxy solicitation expenses. |
When voting in conjunction with support of a dissident slate, vote for the reimbursement of all appropriate proxy solicitation expenses associated with the election.
Generally vote for shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:
I S S G O V E R N A N C E . C O M | 29 of 75 |
B-29
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
The election of fewer than 50 percent of the directors to be elected is contested in the election; |
◾ |
One or more of the dissident’s candidates is elected; |
◾ |
Shareholders are not permitted to cumulate their votes for directors; and |
◾ |
The election occurred, and the expenses were incurred, after the adoption of this bylaw. |
Reincorporation Proposals
|
General Recommendation: Management or shareholder proposals to change a company’s state of incorporation should be evaluated case-by-case, giving consideration to both financial and corporate governance concerns including the following: |
◾ |
Reasons for reincorporation; |
◾ |
Comparison of company’s governance practices and provisions prior to and following the reincorporation; and |
◾ |
Comparison of corporation laws of original state and destination state. |
Vote for reincorporation when the economic factors outweigh any neutral or negative governance changes.
Shareholder Ability to Act by Written Consent
|
General Recommendation: Generally vote against management and shareholder proposals to restrict or prohibit shareholders’ ability to act by written consent. |
Generally vote for management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account the following factors:
◾ |
Shareholders’ current right to act by written consent; |
◾ |
The consent threshold; |
◾ |
The inclusion of exclusionary or prohibitive language; |
◾ |
Investor ownership structure; and |
◾ |
Shareholder support of, and management’s response to, previous shareholder proposals. |
Vote case-by-case on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions:
◾ |
An unfettered13 right for shareholders to call special meetings at a 10 percent threshold; |
◾ |
A majority vote standard in uncontested director elections; |
◾ |
No non-shareholder-approved pill; and |
◾ |
An annually elected board. |
Shareholder Ability to Call Special Meetings
|
General Recommendation: Vote against management or shareholder proposals to restrict or prohibit shareholders’ ability to call special meetings. |
Generally vote for management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the following factors:
◾ |
Shareholders’ current right to call special meetings; |
◾ |
Minimum ownership threshold necessary to call special meetings (10 percent preferred); |
◾ |
The inclusion of exclusionary or prohibitive language; |
13 “Unfettered” means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.
I S S G O V E R N A N C E . C O M | 30 of 75 |
B-30
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Investor ownership structure; and |
◾ |
Shareholder support of, and management’s response to, previous shareholder proposals. |
Stakeholder Provisions
General Recommendation: Vote against proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination. |
State Antitakeover Statutes
|
General Recommendation: Vote case-by-case on proposals to opt in or out of state takeover statutes (including fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, and anti-greenmail provisions). |
Supermajority Vote Requirements
|
General Recommendation: Vote against proposals to require a supermajority shareholder vote. |
◾ |
Vote for management or shareholder proposals to reduce supermajority vote requirements. However, for companies with shareholder(s) who have significant ownership levels, vote case-by-case, taking into account: |
◾ |
Ownership structure; |
◾ |
Quorum requirements; and |
◾ |
Vote requirements. |
Virtual Shareholder Meetings
|
General Recommendation: Generally vote for management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only14 meetings would be held, and to allow for comparable rights and opportunities for shareholders to participate electronically as they would have during an in-person meeting. |
Vote case-by-case on shareholder proposals concerning virtual-only meetings, considering:
◾ |
Scope and rationale of the proposal; and |
◾ |
Concerns identified with the company’s prior meeting practices. |
14 Virtual-only shareholder meeting” refers to a meeting of shareholders that is held exclusively using technology without a corresponding in-person meeting.
I S S G O V E R N A N C E . C O M | 31 of 75 |
B-31
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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4. Capital/Restructuring
Capital
Adjustments to Par Value of Common Stock
|
General Recommendation: Vote for management proposals to reduce the par value of common stock unless the action is being taken to facilitate an anti-takeover device or some other negative corporate governance action. |
Vote for management proposals to eliminate par value.
Common Stock Authorization
General Authorization Requests
|
General Recommendation: Vote case-by-case on proposals to increase the number of authorized shares of common stock that are to be used for general corporate purposes: |
◾ |
If share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50% of current authorized shares. |
◾ |
If share usage is 50% to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares. |
◾ |
If share usage is greater than current authorized shares, vote for an increase of up to the current share usage. |
◾ |
In the case of a stock split, the allowable increase is calculated (per above) based on the post-split adjusted authorization. |
Generally vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized shares is problematic, including, but not limited to:
◾ |
The proposal seeks to increase the number of authorized shares of the class of common stock that has superior voting rights to other share classes; |
◾ |
On the same ballot is a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share authorization; |
◾ |
The company has a non-shareholder approved poison pill (including an NOL pill); or |
◾ |
The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting rights, without shareholder approval. |
However, generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe risks to shareholders of not approving the request, such as:
◾ |
In, or subsequent to, the company’s most recent 10-K filing, the company discloses that there is substantial doubt about its ability to continue as a going concern; |
◾ |
The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or |
◾ |
A government body has in the past year required the company to increase its capital ratios. |
For companies incorporated in states that allow increases in authorized capital without shareholder approval, generally vote withhold or against all nominees if a unilateral capital authorization increase does not conform to the above policies.
I S S G O V E R N A N C E . C O M | 32 of 75 |
B-32
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Specific Authorization Requests
|
General Recommendation: Generally vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions, the allowable increase will be the greater of: |
◾ |
twice the amount needed to support the transactions on the ballot, and |
◾ |
the allowable increase as calculated for general issuances above. |
Dual Class Structure
|
General Recommendation: Generally vote against proposals to create a new class of common stock unless: |
◾ |
The company discloses a compelling rationale for the dual-class capital structure, such as: |
◾ |
The company’s auditor has concluded that there is substantial doubt about the company’s ability to continue as a going concern; or |
◾ |
The new class of shares will be transitory; |
◾ |
The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and |
◾ |
The new class is not designed to preserve or increase the voting power of an insider or significant shareholder. |
Issue Stock for Use with Rights Plan
|
General Recommendation: Vote against proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder-approved shareholder rights plan (poison pill). |
Preemptive Rights
|
General Recommendation: Vote case-by-case on shareholder proposals that seek preemptive rights, taking into consideration: |
◾ |
The size of the company; |
◾ |
The shareholder base; and |
◾ |
The liquidity of the stock. |
Preferred Stock Authorization
General Authorization Requests
|
General Recommendation: Vote case-by-case on proposals to increase the number of authorized shares of preferred stock that are to be used for general corporate purposes: |
◾ |
If share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50% of current authorized shares. |
◾ |
If share usage is 50% to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares. |
◾ |
If share usage is greater than current authorized shares, vote for an increase of up to the current share usage. |
◾ |
In the case of a stock split, the allowable increase is calculated (per above) based on the post-split adjusted authorization. |
◾ |
If no preferred shares are currently issued and outstanding, vote against the request, unless the company discloses a specific use for the shares. |
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Generally vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized shares is problematic, including, but not limited to:
◾ |
If the shares requested are blank check preferred shares that can be used for antitakeover purposes;15 |
◾ |
The company seeks to increase a class of non-convertible preferred shares entitled to more than one vote per share on matters that do not solely affect the rights of preferred stockholders “supervoting shares”); |
◾ |
The company seeks to increase a class of convertible preferred shares entitled to a number of votes greater than the number of common shares into which they are convertible (“supervoting shares”) on matters that do not solely affect the rights of preferred stockholders; |
◾ |
The stated intent of the increase in the general authorization is to allow the company to increase an existing designated class of supervoting preferred shares; |
◾ |
On the same ballot is a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share authorization; |
◾ |
The company has a non-shareholder approved poison pill (including an NOL pill); or |
◾ |
The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting rights, without shareholder approval. |
However, generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe risks to shareholders of not approving the request, such as:
◾ |
In, or subsequent to, the company’s most recent 10-K filing, the company discloses that there is substantial doubt about its ability to continue as a going concern; |
◾ |
The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or |
◾ |
A government body has in the past year required the company to increase its capital ratios. |
For companies incorporated in states that allow increases in authorized capital without shareholder approval, generally vote withhold or against all nominees if a unilateral capital authorization increase does not conform to the above policies.
Specific Authorization Requests
|
General Recommendation: Generally vote for proposals to increase the number of authorized preferred shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions, the allowable increase will be the greater of: |
◾ |
twice the amount needed to support the transactions on the ballot, and |
◾ |
the allowable increase as calculated for general issuances above. |
Recapitalization Plans
|
General Recommendation: Vote case-by-case on recapitalizations (reclassifications of securities), taking into account the following: |
◾ |
More simplified capital structure; |
◾ |
Enhanced liquidity; |
◾ |
Fairness of conversion terms; |
◾ |
Impact on voting power and dividends; |
◾ |
Reasons for the reclassification; |
15 To be acceptable, appropriate disclosure would be needed that the shares are “declawed”: i.e., representation by the board that it will not, without prior stockholder approval, issue or use the preferred stock for any defensive or anti-takeover purpose or for the purpose of implementing any stockholder rights plan.
I S S G O V E R N A N C E . C O M | 34 of 75 |
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U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Conflicts of interest; and |
◾ |
Other alternatives considered. |
Reverse Stock Splits
|
General Recommendation: Vote for management proposals to implement a reverse stock split if: |
◾ |
The number of authorized shares will be proportionately reduced; or |
◾ |
The effective increase in authorized shares is equal to or less than the allowable increase calculated in accordance with ISS’ Common Stock Authorization policy. |
Vote case-by-case on proposals that do not meet either of the above conditions, taking into consideration the following factors:
◾ |
Stock exchange notification to the company of a potential delisting; |
◾ |
Disclosure of substantial doubt about the company’s ability to continue as a going concern without additional financing; |
◾ |
The company’s rationale; or |
◾ |
Other factors as applicable. |
Share Repurchase Programs
|
General Recommendation: For U.S.-incorporated companies, and foreign-incorporated U.S. Domestic Issuers that are traded solely on U.S. exchanges, vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, or to grant the board authority to conduct open-market repurchases, in the absence of company-specific concerns regarding: |
◾ |
Greenmail, |
◾ |
The use of buybacks to inappropriately manipulate incentive compensation metrics, |
◾ |
Threats to the company’s long-term viability, or |
◾ |
Other company-specific factors as warranted. |
Vote case-by-case on proposals to repurchase shares directly from specified shareholders, balancing the stated rationale against the possibility for the repurchase authority to be misused, such as to repurchase shares from insiders at a premium to market price.
Share Repurchase Programs Shareholder Proposals
|
General Recommendation: Generally vote against shareholder proposals prohibiting executives from selling shares of company stock during periods in which the company has announced that it may or will be repurchasing shares of its stock. Vote for the proposal when there is a pattern of abuse by executives exercising options or selling shares during periods of share buybacks. |
Stock Distributions: Splits and Dividends
|
General Recommendation: Generally vote for management proposals to increase the common share authorization for stock split or stock dividend, provided that the effective increase in authorized shares is equal to or is less than the allowable increase calculated in accordance with ISS’ Common Stock Authorization policy. |
Tracking Stock
|
General Recommendation: Vote case-by-case on the creation of tracking stock, weighing the strategic value of the transaction against such factors as: |
◾ |
Adverse governance changes; |
◾ |
Excessive increases in authorized capital stock; |
I S S G O V E R N A N C E . C O M | 35 of 75 |
B-35
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Unfair method of distribution; |
◾ |
Diminution of voting rights; |
◾ |
Adverse conversion features; |
◾ |
Negative impact on stock option plans; and |
◾ |
Alternatives such as spin-off. |
Restructuring
Appraisal Rights
|
General Recommendation: Vote for proposals to restore or provide shareholders with rights of appraisal. |
Asset Purchases
|
General Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors: |
◾ |
Purchase price; |
◾ |
Fairness opinion; |
◾ |
Financial and strategic benefits; |
◾ |
How the deal was negotiated; |
◾ |
Conflicts of interest; |
◾ |
Other alternatives for the business; |
◾ |
Non-completion risk. |
Asset Sales
|
General Recommendation: Vote case-by-case on asset sales, considering the following factors: |
◾ |
Impact on the balance sheet/working capital; |
◾ |
Potential elimination of diseconomies; |
◾ |
Anticipated financial and operating benefits; |
◾ |
Anticipated use of funds; |
◾ |
Value received for the asset; |
◾ |
Fairness opinion; |
◾ |
How the deal was negotiated; |
◾ |
Conflicts of interest. |
Bundled Proposals
|
General Recommendation: Vote case-by-case on bundled or “conditional” proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, vote against the proposals. If the combined effect is positive, support such proposals. |
Conversion of Securities
|
General Recommendation: Vote case-by-case on proposals regarding conversion of securities. When evaluating these proposals, the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest. |
Vote for the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.
I S S G O V E R N A N C E . C O M | 36 of 75 |
B-36
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans
|
General Recommendation: Vote case-by-case on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan, after evaluating: |
◾ |
Dilution to existing shareholders’ positions; |
◾ |
Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion; termination penalties; exit strategy; |
◾ |
Financial issues - company’s financial situation; degree of need for capital; use of proceeds; effect of the financing on the company’s cost of capital; |
◾ |
Management’s efforts to pursue other alternatives; |
◾ |
Control issues - change in management; change in control, guaranteed board and committee seats; standstill provisions; voting agreements; veto power over certain corporate actions; and |
◾ |
Conflict of interest - arm’s length transaction, managerial incentives. |
Vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.
Formation of Holding Company
|
General Recommendation: Vote case-by-case on proposals regarding the formation of a holding company, taking into consideration the following: |
◾ |
The reasons for the change; |
◾ |
Any financial or tax benefits; |
◾ |
Regulatory benefits; |
◾ |
Increases in capital structure; and |
◾ |
Changes to the articles of incorporation or bylaws of the company. |
Absent compelling financial reasons to recommend for the transaction, vote against the formation of a holding company if the transaction would include either of the following:
◾ |
Increases in common or preferred stock in excess of the allowable maximum (see discussion under “Capital”); or |
◾ |
Adverse changes in shareholder rights. |
Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)
|
General Recommendation: Vote case-by-case on going private transactions, taking into account the following: |
◾ |
Offer price/premium; |
◾ |
Fairness opinion; |
◾ |
How the deal was negotiated; |
◾ |
Conflicts of interest; |
◾ |
Other alternatives/offers considered; and |
◾ |
Non-completion risk. |
Vote case-by-case on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:
◾ |
Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock); |
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U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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◾ |
Balanced interests of continuing vs. cashed-out shareholders, taking into account the following: |
◾ |
Are all shareholders able to participate in the transaction? |
◾ |
Will there be a liquid market for remaining shareholders following the transaction? |
◾ |
Does the company have strong corporate governance? |
◾ |
Will insiders reap the gains of control following the proposed transaction? |
◾ |
Does the state of incorporation have laws requiring continued reporting that may benefit shareholders? |
Joint Ventures
|
General Recommendation: Vote case-by-case on proposals to form joint ventures, taking into account the following: |
◾ |
Percentage of assets/business contributed; |
◾ |
Percentage ownership; |
◾ |
Financial and strategic benefits; |
◾ |
Governance structure; |
◾ |
Conflicts of interest; |
◾ |
Other alternatives; and |
◾ |
Non-completion risk. |
Liquidations
|
General Recommendation: Vote case-by-case on liquidations, taking into account the following: |
◾ |
Management’s efforts to pursue other alternatives; |
◾ |
Appraisal value of assets; and |
◾ |
The compensation plan for executives managing the liquidation. |
Vote for the liquidation if the company will file for bankruptcy if the proposal is not approved.
Mergers and Acquisitions
|
General Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including: |
◾ |
Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction, and strategic rationale. |
◾ |
Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
◾ |
Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions. |
◾ |
Negotiations and process - Were the terms of the transaction negotiated at arm’s-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify the deal makers’ competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
◾ |
Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. |
I S S G O V E R N A N C E . C O M | 38 of 75 |
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U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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The CIC figure presented in the “ISS Transaction Summary” section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists. |
◾ |
Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
Private Placements/Warrants/Convertible Debentures
|
General Recommendation: Vote case-by-case on proposals regarding private placements, warrants, and convertible debentures taking into consideration: |
◾ |
Dilution to existing shareholders’ position: The amount and timing of shareholder ownership dilution should be weighed against the needs and proposed shareholder benefits of the capital infusion. Although newly issued common stock, absent preemptive rights, is typically dilutive to existing shareholders, share price appreciation is often the necessary event to trigger the exercise of “out of the money” warrants and convertible debt. In these instances from a value standpoint, the negative impact of dilution is mitigated by the increase in the company’s stock price that must occur to trigger the dilutive event. |
◾ |
Terms of the offer (discount/premium in purchase price to investor, including any fairness opinion, conversion features, termination penalties, exit strategy): |
◾ |
The terms of the offer should be weighed against the alternatives of the company and in light of company’s financial condition. Ideally, the conversion price for convertible debt and the exercise price for warrants should be at a premium to the then prevailing stock price at the time of private placement. |
◾ |
When evaluating the magnitude of a private placement discount or premium, consider factors that influence the discount or premium, such as, liquidity, due diligence costs, control and monitoring costs, capital scarcity, information asymmetry, and anticipation of future performance. |
◾ |
Financial issues: |
◾ |
The company’s financial condition; |
◾ |
Degree of need for capital; |
◾ |
Use of proceeds; |
◾ |
Effect of the financing on the company’s cost of capital; |
◾ |
Current and proposed cash burn rate; |
◾ |
Going concern viability and the state of the capital and credit markets. |
◾ |
Management’s efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives: A fair, unconstrained process helps to ensure the best price for shareholders. Financing alternatives can include joint ventures, partnership, merger, or sale of part or all of the company. |
◾ |
Control issues: |
◾ |
Change in management; |
◾ |
Change in control; |
◾ |
Guaranteed board and committee seats; |
◾ |
Standstill provisions; |
◾ |
Voting agreements; |
◾ |
Veto power over certain corporate actions; and |
◾ |
Minority versus majority ownership and corresponding minority discount or majority control premium. |
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U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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◾ |
Conflicts of interest: |
◾ |
Conflicts of interest should be viewed from the perspective of the company and the investor. |
◾ |
Were the terms of the transaction negotiated at arm’s length? Are managerial incentives aligned with shareholder interests? |
◾ |
Market reaction: |
◾ |
The market’s response to the proposed deal. A negative market reaction is a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price. |
Vote for the private placement, or for the issuance of warrants and/or convertible debentures in a private placement, if it is expected that the company will file for bankruptcy if the transaction is not approved.
Reorganization/Restructuring Plan (Bankruptcy)
|
General Recommendation: Vote case-by-case on proposals to common shareholders on bankruptcy plans of reorganization, considering the following factors including, but not limited to: |
◾ |
Estimated value and financial prospects of the reorganized company; |
◾ |
Percentage ownership of current shareholders in the reorganized company; |
◾ |
Whether shareholders are adequately represented in the reorganization process (particularly through the existence of an Official Equity Committee); |
◾ |
The cause(s) of the bankruptcy filing, and the extent to which the plan of reorganization addresses the cause(s); |
◾ |
Existence of a superior alternative to the plan of reorganization; and |
◾ |
Governance of the reorganized company. |
Special Purpose Acquisition Corporations (SPACs)
|
General Recommendation: Vote case-by-case on SPAC mergers and acquisitions taking into account the following: |
◾ |
Valuation - Is the value being paid by the SPAC reasonable? SPACs generally lack an independent fairness opinion and the financials on the target may be limited. Compare the conversion price with the intrinsic value of the target company provided in the fairness opinion. Also, evaluate the proportionate value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of SPAC. Additionally, a private company discount may be applied to the target if it is a private entity. |
◾ |
Market reaction - How has the market responded to the proposed deal? A negative market reaction may be a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price. |
◾ |
Deal timing - A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation, market reaction, and potential conflicts of interest for deals that are announced close to the liquidation date. |
◾ |
Negotiations and process - What was the process undertaken to identify potential target companies within specified industry or location specified in charter? Consider the background of the sponsors. |
◾ |
Conflicts of interest - How are sponsors benefiting from the transaction compared to IPO shareholders? Potential conflicts could arise if a fairness opinion is issued by the insiders to qualify the deal rather than a third party or if management is encouraged to pay a higher price for the target because of an 80 percent rule (the charter requires that the fair market value of the target is at least equal to 80 percent of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to close the deal since its charter typically requires a transaction to be completed within the 18-24-month timeframe. |
◾ |
Voting agreements - Are the sponsors entering into enter into any voting agreements/tender offers with shareholders who are likely to vote against the proposed merger or exercise conversion rights? |
◾ |
Governance - What is the impact of having the SPAC CEO or founder on key committees following the proposed merger? |
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U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions
|
General Recommendation: Vote case-by-case on SPAC extension proposals taking into account the length of the requested extension, the status of any pending transaction(s) or progression of the acquisition process, any added incentive for non-redeeming shareholders, and any prior extension requests. |
◾ |
Length of request: Typically, extension requests range from two to six months, depending on the progression of the SPAC’s acquistion process. |
◾ |
Pending transaction(s) or progression of the acquisition process: Sometimes an intial business combination was already put to a shareholder vote, but, for varying reasons, the transaction could not be consummated by the termination date and the SPAC is requesting an extension. Other times, the SPAC has entered into a definitive transaction agreement, but needs additional time to consummate or hold the shareholder meeting. |
◾ |
Added incentive for non-redeeming shareholders: Sometimes the SPAC sponsor (or other insiders) will contribute, typically as a loan to the company, additional funds that will be added to the redemption value of each public share as long as such shares are not redeemed in connection with the extension request. The purpose of the “equity kicker” is to incentivize shareholders to hold their shares through the end of the requested extension or until the time the transaction is put to a shareholder vote, rather than electing redeemption at the extension proposal meeting. |
◾ |
Prior extension requests: Some SPACs request additional time beyond the extension period sought in prior extension requests. |
Spin-offs
|
General Recommendation: Vote case-by-case on spin-offs, considering: |
◾ |
Tax and regulatory advantages; |
◾ |
Planned use of the sale proceeds; |
◾ |
Valuation of spinoff; |
◾ |
Fairness opinion; |
◾ |
Benefits to the parent company; |
◾ |
Conflicts of interest; |
◾ |
Managerial incentives; |
◾ |
Corporate governance changes; |
◾ |
Changes in the capital structure. |
Value Maximization Shareholder Proposals
|
General Recommendation: Vote case-by-case on shareholder proposals seeking to maximize shareholder value by: |
◾ |
Hiring a financial advisor to explore strategic alternatives; |
◾ |
Selling the company; or |
◾ |
Liquidating the company and distributing the proceeds to shareholders. |
These proposals should be evaluated based on the following factors:
◾ |
Prolonged poor performance with no turnaround in sight; |
◾ |
Signs of entrenched board and management (such as the adoption of takeover defenses); |
◾ |
Strategic plan in place for improving value; |
◾ |
Likelihood of receiving reasonable value in a sale or dissolution; and |
◾ |
The company actively exploring its strategic options, including retaining a financial advisor. |
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U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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5. Compensation
Executive Pay Evaluation
Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:
1. |
Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs; |
2. |
Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
3. |
Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed); |
4. |
Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly; |
5. |
Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors is reasonable and does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices. |
Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay)
|
General Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation. |
Vote against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if:
◾ |
There is an unmitigated misalignment between CEO pay and company performance (pay for performance); |
◾ |
The company maintains significant problematic pay practices; |
◾ |
The board exhibits a significant level of poor communication and responsiveness to shareholders. |
Vote against or withhold from the members of the Compensation Committee and potentially the full board if:
◾ |
There is no SOP on the ballot, and an against vote on an SOP would otherwise be warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
◾ |
The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast; |
◾ |
The company has recently practiced or approved problematic pay practices, such as option repricing or option backdating; or |
◾ |
The situation is egregious. |
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Primary Evaluation Factors for Executive Pay
Pay-for-Performance Evaluation
ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the S&P1500, Russell 3000, or Russell 3000E Indices16, this analysis considers the following:
1. |
Peer Group17 Alignment: |
◾ |
The degree of alignment between the company’s annualized TSR rank and the CEO’s annualized total pay rank within a peer group, each measured over a three-year period. |
◾ |
The rankings of CEO total pay and company financial performance within a peer group, each measured over a three-year period. |
◾ |
The multiple of the CEO’s total pay relative to the peer group median in the most recent fiscal year. |
2. |
Absolute Alignment18 – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period. |
If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of companies outside the Russell indices, a misalignment between pay and performance is otherwise suggested, our analysis may include any of the following qualitative factors, as relevant to an evaluation of how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:
◾ |
The ratio of performance- to time-based incentive awards; |
◾ |
The overall ratio of performance-based compensation to fixed or discretionary pay; |
◾ |
The rigor of performance goals; |
◾ |
The complexity and risks around pay program design; |
◾ |
The transparency and clarity of disclosure; |
◾ |
The company’s peer group benchmarking practices; |
◾ |
Financial/operational results, both absolute and relative to peers; |
◾ |
Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
◾ |
Realizable pay19 compared to grant pay; and |
◾ |
Any other factors deemed relevant. |
Problematic Pay Practices
The focus is on executive compensation practices that contravene the global pay principles, including:
◾ |
Problematic practices related to non-performance-based compensation elements; |
16 The Russell 3000E Index includes approximately 4,000 of the largest U.S. equity securities.
17 The revised peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for certain financial firms), GICS industry group, and company’s selected peers’ GICS industry group, with size constraints, via a process designed to select peers that are comparable to the subject company in terms of revenue/assets and industry, and also within a market-cap bucket that is reflective of the company’s market cap. For Oil, Gas & Consumable Fuels companies, market cap is the only size determinant.
18 Only Russell 3000 Index companies are subject to the Absolute Alignment analysis.
19 ISS research reports include realizable pay for S&P1500 companies.
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Incentives that may motivate excessive risk-taking or present a windfall risk; and |
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Pay decisions that circumvent pay-for-performance, such as options backdating or waiving performance requirements. |
Problematic Pay Practices related to Non-Performance-Based Compensation Elements
Pay elements that are not directly based on performance are generally evaluated case-by-case considering the context of a company’s overall pay program and demonstrated pay-for-performance philosophy. Please refer to ISS’ U.S. Compensation Policies FAQ document for detail on specific pay practices that have been identified as potentially problematic and may lead to negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list below highlights the problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:
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Repricing or replacing of underwater stock options/SARs without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options); |
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Extraordinary perquisites or tax gross-ups; |
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New or materially amended agreements that provide for: |
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Excessive termination or CIC severance payments (generally exceeding 3 times base salary and average/target/most recent bonus); |
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CIC severance payments without involuntary job loss or substantial diminution of duties (“single” or “modified single” triggers) or in connection with a problematic Good Reason definition; |
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CIC excise tax gross-up entitlements (including “modified” gross-ups); |
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Multi-year guaranteed awards that are not at risk due to rigorous performance conditions; |
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Liberal CIC definition combined with any single-trigger CIC benefits; |
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Insufficient executive compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI’s executives is not possible; |
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Any other provision or practice deemed to be egregious and present a significant risk to investors. |
Options Backdating
The following factors should be examined case-by-case to allow for distinctions to be made between “sloppy” plan administration versus deliberate action or fraud:
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Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
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Duration of options backdating; |
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Size of restatement due to options backdating; |
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Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
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Adoption of a grant policy that prohibits backdating and creates a fixed grant schedule or window period for equity grants in the future. |
Compensation Committee Communications and Responsiveness
Consider the following factors case-by-case when evaluating ballot items related to executive pay on the board’s responsiveness to investor input and engagement on compensation issues:
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Failure to respond to majority-supported shareholder proposals on executive pay topics; or |
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Failure to adequately respond to the company’s previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
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Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated); |
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Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
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Disclosure of specific and meaningful actions taken to address shareholders’ concerns; |
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Other recent compensation actions taken by the company; |
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Whether the issues raised are recurring or isolated; |
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The company’s ownership structure; and |
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Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Frequency of Advisory Vote on Executive Compensation (“Say When on Pay”)
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General Recommendation: Vote for annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies’ executive pay programs. |
Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale
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General Recommendation: Vote case-by-case on say on Golden Parachute proposals, including consideration of existing change-in-control arrangements maintained with named executive officers but also considering new or extended arrangements. |
Features that may result in an “against” recommendation include one or more of the following, depending on the number, magnitude, and/or timing of issue(s):
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Single- or modified-single-trigger cash severance; |
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Single-trigger acceleration of unvested equity awards; |
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Full acceleration of equity awards granted shortly before the change in control; |
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Acceleration of performance awards above the target level of performance without compelling rationale; |
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Excessive cash severance (generally >3x base salary and bonus); |
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Excise tax gross-ups triggered and payable; |
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Excessive golden parachute payments (on an absolute basis or as a percentage of transaction equity value); or |
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Recent amendments that incorporate any problematic features (such as those above) or recent actions (such as extraordinary equity grants) that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders; or |
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The company’s assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote. |
Recent amendment(s) that incorporate problematic features will tend to carry more weight on the overall analysis. However, the presence of multiple legacy problematic features will also be closely scrutinized.
In cases where the golden parachute vote is incorporated into a company’s advisory vote on compensation (management say-on-pay), ISS will evaluate the say-on-pay proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.
Equity-Based and Other Incentive Plans
Please refer to ISS’ U.S. Equity Compensation Plans FAQ document for additional details on the Equity Plan Scorecard policy.
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General Recommendation: Vote case-by-case on certain equity-based compensation plans20 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an “Equity Plan Scorecard” (EPSC) approach with three pillars: |
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Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: |
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SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
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SVT based only on new shares requested plus shares remaining for future grants. |
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Plan Features: |
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Quality of disclosure around vesting upon a change in control (CIC); |
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Discretionary vesting authority; |
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Liberal share recycling on various award types; |
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Lack of minimum vesting period for grants made under the plan; |
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Dividends payable prior to award vesting. |
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Grant Practices: |
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The company’s three-year burn rate relative to its industry/market cap peers; |
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Vesting requirements in CEO’s recent equity grants (3-year look-back); |
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The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
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The proportion of the CEO’s most recent equity grants/awards subject to performance conditions; |
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Whether the company maintains a sufficient claw-back policy; |
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Whether the company maintains sufficient post-exercise/vesting share-holding requirements. |
Generally vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders’ interests, or if any of the following egregious factors (“overriding factors”) apply:
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Awards may vest in connection with a liberal change-of-control definition; |
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The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it – for NYSE and Nasdaq listed companies – or by not prohibiting it when the company has a history of repricing – for non-listed companies); |
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The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; |
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The plan is excessively dilutive to shareholders’ holdings; |
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The plan contains an evergreen (automatic share replenishment) feature; or |
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Any other plan features are determined to have a significant negative impact on shareholder interests. |
Further Information on certain EPSC Factors:
Shareholder Value Transfer (SVT)
The cost of the equity plans is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model that assesses the amount of shareholders’ equity flowing out of the company to employees and directors. SVT is expressed as both a dollar amount and as a percentage of market value, and includes the new shares
20 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will be further evaluated case-by-case.
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proposed, shares available under existing plans, and shares granted but unexercised (using two measures, in the case of plans subject to the Equity Plan Scorecard evaluation, as noted above). All award types are valued. For omnibus plans, unless limitations are placed on the most expensive types of awards (for example, full-value awards), the assumption is made that all awards to be granted will be the most expensive types.
For proposals that are not subject to the Equity Plan Scorecard evaluation, Shareholder Value Transfer is reasonable if it falls below a company-specific benchmark. The benchmark is determined as follows: The top quartile performers in each industry group (using the Global Industry Classification Standard: GICS) are identified. Benchmark SVT levels for each industry are established based on these top performers’ historic SVT. Regression analyses are run on each industry group to identify the variables most strongly correlated to SVT. The benchmark industry SVT level is then adjusted upwards or downwards for the specific company by plugging the company-specific performance measures, size, and cash compensation into the industry cap equations to arrive at the company’s benchmark.21
Three-Year Burn Rate
For meetings held prior to February 1, 2023, burn-rate benchmarks (utilized in Equity Plan Scorecard evaluations) are calculated as the greater of: (1) the mean (µ) plus one standard deviation (s) of the company’s GICS group segmented by S&P 500, Russell 3000 index (less the S&P500), and non-Russell 3000 index; and (2) two percent of weighted common shares outstanding. In addition, year-over-year burn-rate benchmark changes will be limited to a maximum of two (2) percentage points plus or minus the prior year’s burn-rate benchmark. See the U.S. Equity Compensation Plans FAQ for the benchmarks.
For meetings held prior to February 1, 2023, a company’s adjusted burn rate is calculated as follows:
Burn Rate = (# of appreciation awards granted + # of full value awards granted * Volatility Multiplier) / Weighted average common shares outstanding
The Volatility Multiplier is used to provide more equivalent valuation between stock options and full value shares, based on the company’s historical stock price volatility.
Effective for meetings held on or after February 1, 2023, a “Value-Adjusted Burn Rate” will instead be used for stock plan evaluations. Value-Adjusted Burn Rate benchmarks will be calculated as the greater of: (1) an industry-specific threshold based on three-year burn rates within the company’s GICS group segmented by S&P 500, Russell 3000 index (less the S&P 500) and non-Russell 3000 index; and (2) a de minimis threshold established separately for each of the S&P 500, the Russell 3000 index less the S&P 500, and the non-Russell 3000 index. Year-over-year burn-rate benchmark changes will be limited to a predetermined range above or below the prior year’s burn-rate benchmark.
The Value-Adjusted Burn Rate will be calculated as follows:
Value-Adjusted Burn Rate = ((# of options * option’s dollar value using a Black-Scholes model) + (# of full-value awards * stock price)) / (Weighted average common shares * stock price).
21 For plans evaluated under the Equity Plan Scorecard policy, the company’s SVT benchmark is considered along with other factors.
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Egregious Factors
Liberal Change in Control Definition
Generally vote against equity plans if the plan has a liberal definition of change in control and the equity awards could vest upon such liberal definition of change in control, even though an actual change in control may not occur. Examples of such a definition include, but are not limited to, announcement or commencement of a tender offer, provisions for acceleration upon a “potential” takeover, shareholder approval of a merger or other transactions, or similar language.
Repricing Provisions
Vote against plans that expressly permit the repricing or exchange of underwater stock options/stock appreciate rights (SARs) without prior shareholder approval. “Repricing” typically includes the ability to do any of the following:
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Amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs; |
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Cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs; |
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Cancel underwater options in exchange for stock awards; or |
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Provide cash buyouts of underwater options. |
While the above cover most types of repricing, ISS may view other provisions as akin to repricing depending on the facts and circumstances.
Also, vote against or withhold from members of the Compensation Committee who approved repricing (as defined above or otherwise determined by ISS), without prior shareholder approval, even if such repricings are allowed in their equity plan.
Vote against plans that do not expressly prohibit repricing or cash buyout of underwater options without shareholder approval if the company has a history of repricing/buyouts without shareholder approval, and the applicable listing standards would not preclude them from doing so.
Problematic Pay Practices or Significant Pay-for-Performance Disconnect
If the equity plan on the ballot is a vehicle for problematic pay practices, vote against the plan.
ISS may recommend a vote against the equity plan if the plan is determined to be a vehicle for pay-for-performance misalignment. Considerations in voting against the equity plan may include, but are not limited to:
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Severity of the pay-for-performance misalignment; |
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Whether problematic equity grant practices are driving the misalignment; and/or |
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Whether equity plan awards have been heavily concentrated to the CEO and/or the other NEOs. |
Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m))
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General Recommendation: Vote case-by-case on amendments to cash and equity incentive plans. |
Generally vote for proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
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Addresses administrative features only; or |
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Seeks approval for Section 162(m) purposes only, and the plan administering committee consists entirely of independent directors, per ISS’ Classification of Directors. Note that if the company is presenting the plan to shareholders for the first time for any reason (including after the company’s initial public offering), or if the proposal is bundled with other material plan amendments, then the recommendation will be case-by-case (see below). |
Vote against proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
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Seeks approval for Section 162(m) purposes only, and the plan administering committee does not consist entirely of independent directors, per ISS’ Classification of Directors. |
Vote case-by-case on all other proposals to amend cash incentive plans. This includes plans presented to shareholders for the first time after the company’s IPO and/or proposals that bundle material amendment(s) other than those for Section 162(m) purposes.
Vote case-by-case on all other proposals to amend equity incentive plans, considering the following:
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If the proposal requests additional shares and/or the amendments include a term extension or addition of full value awards as an award type, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of the amendments. |
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If the plan is being presented to shareholders for the first time (including after the company’s IPO), whether or not additional shares are being requested, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of any amendments. |
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If there is no request for additional shares and the amendments do not include a term extension or addition of full value awards as an award type, then the recommendation will be based entirely on an analysis of the overall impact of the amendments, and the EPSC evaluation will be shown only for informational purposes. |
In the first two case-by-case evaluation scenarios, the EPSC evaluation/score is the more heavily weighted consideration.
Specific Treatment of Certain Award Types in Equity Plan Evaluations
Dividend Equivalent Rights
Options that have Dividend Equivalent Rights (DERs) associated with them will have a higher calculated award value than those without DERs under the binomial model, based on the value of these dividend streams. The higher value will be applied to new shares, shares available under existing plans, and shares awarded but not exercised per the plan specifications. DERS transfer more shareholder equity to employees and non-employee directors and this cost should be captured.
Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)
For Real Estate Investment Trusts (REITS), include the common shares issuable upon conversion of outstanding Operating Partnership (OP) units in the share count for the purposes of determining: (1) market capitalization in the Shareholder Value Transfer (SVT) analysis and (2) shares outstanding in the burn rate analysis.
Other Compensation Plans
401(k) Employee Benefit Plans
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General Recommendation: Vote for proposals to implement a 401(k) savings plan for employees. |
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Employee Stock Ownership Plans (ESOPs)
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General Recommendation: Vote for proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares). |
Employee Stock Purchase Plans—Qualified Plans
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General Recommendation: Vote case-by-case on qualified employee stock purchase plans. Vote for employee stock purchase plans where all of the following apply: |
◾ |
Purchase price is at least 85 percent of fair market value; |
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Offering period is 27 months or less; and |
◾ |
The number of shares allocated to the plan is 10 percent or less of the outstanding shares. |
Vote against qualified employee stock purchase plans where when the plan features do not meet all of the above criteria.
Employee Stock Purchase Plans—Non-Qualified Plans
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General Recommendation: Vote case-by-case on nonqualified employee stock purchase plans. Vote for nonqualified employee stock purchase plans with all the following features: |
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Broad-based participation; |
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Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary; |
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Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value; and |
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No discount on the stock price on the date of purchase when there is a company matching contribution. |
Vote against nonqualified employee stock purchase plans when the plan features do not meet all of the above criteria. If the matching contribution or effective discount exceeds the above, ISS may evaluate the SVT cost of the plan as part of the assessment.
Option Exchange Programs/Repricing Options
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General Recommendation: Vote case-by-case on management proposals seeking approval to exchange/reprice options taking into consideration: |
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Historic trading patterns – the stock price should not be so volatile that the options are likely to be back “in-the-money” over the near term; |
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Rationale for the re-pricing – was the stock price decline beyond management’s control?; |
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Is this a value-for-value exchange?; |
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Are surrendered stock options added back to the plan reserve?; |
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Timing – repricing should occur at least one year out from any precipitous drop in company’s stock price; |
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Option vesting – does the new option vest immediately or is there a black-out period?; |
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Term of the option – the term should remain the same as that of the replaced option; |
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Exercise price – should be set at fair market or a premium to market; |
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Participants – executive officers and directors must be excluded. |
If the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the company’s total cost of equity plans and its three-year average burn rate.
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In addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent precipitous drop in the company’s stock price demonstrates poor timing and warrants additional scrutiny. Also, consider the terms of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three years) so as not to suggest that repricings are being done to take advantage of short-term downward price movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.
Vote for shareholder proposals to put option repricings to a shareholder vote.
Stock Plans in Lieu of Cash
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General Recommendation: Vote case-by-case on plans that provide participants with the option of taking all or a portion of their cash compensation in the form of stock. |
Vote for non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.
Vote case-by-case on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort to capture the total cost of total compensation, ISS will not make any adjustments to carve out the in-lieu-of cash compensation.
Transfer Stock Option (TSO) Programs
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General Recommendation: One-time Transfers: Vote against or withhold from compensation committee members if they fail to submit one-time transfers to shareholders for approval. |
Vote case-by-case on one-time transfers. Vote for if:
◾ |
Executive officers and non-employee directors are excluded from participating; |
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Stock options are purchased by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate financial models; and |
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There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants. |
Additionally, management should provide a clear explanation of why options are being transferred to a third-party institution and whether the events leading up to a decline in stock price were beyond management’s control. A review of the company’s historic stock price volatility should indicate if the options are likely to be back “in-the-money” over the near term.
Ongoing TSO program: Vote against equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO program, structure, and mechanics must be disclosed to shareholders. The specific criteria to be considered in evaluating these proposals include, but not limited, to the following:
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Eligibility; |
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Vesting; |
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Bid-price; |
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Term of options; |
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Cost of the program and impact of the TSOs on company’s total option expense; and |
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Option repricing policy. |
Amendments to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment shall be transferable.
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Director Compensation
Shareholder Ratification of Director Pay Programs
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General Recommendation: Vote case-by-case on management proposals seeking ratification of non-employee director compensation, based on the following factors: |
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If the equity plan under which non-employee director grants are made is on the ballot, whether or not it warrants support; and |
◾ |
An assessment of the following qualitative factors: |
◾ |
The relative magnitude of director compensation as compared to companies of a similar profile; |
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The presence of problematic pay practices relating to director compensation; |
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Director stock ownership guidelines and holding requirements; |
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Equity award vesting schedules; |
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The mix of cash and equity-based compensation; |
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Meaningful limits on director compensation; |
◾ |
The availability of retirement benefits or perquisites; and |
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The quality of disclosure surrounding director compensation. |
Equity Plans for Non-Employee Directors
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General Recommendation: Vote case-by-case on compensation plans for non-employee directors, based on: |
◾ |
The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; |
◾ |
The company’s three-year burn rate relative to its industry/market cap peers (in certain circumstances); and |
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The presence of any egregious plan features (such as an option repricing provision or liberal CIC vesting risk). |
On occasion, non-employee director stock plans will exceed the plan cost or burn-rate benchmarks when combined with employee or executive stock plans. In such cases, vote case-by-case on the plan taking into consideration the following qualitative factors:
◾ |
The relative magnitude of director compensation as compared to companies of a similar profile; |
◾ |
The presence of problematic pay practices relating to director compensation; |
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Director stock ownership guidelines and holding requirements; |
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Equity award vesting schedules; |
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The mix of cash and equity-based compensation; |
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Meaningful limits on director compensation; |
◾ |
The availability of retirement benefits or perquisites; and |
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The quality of disclosure surrounding director compensation. |
Non-Employee Director Retirement Plans
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General Recommendation: Vote against retirement plans for non-employee directors. Vote for shareholder proposals to eliminate retirement plans for non-employee directors. |
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Shareholder Proposals on Compensation
Bonus Banking/Bonus Banking “Plus”
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General Recommendation: Vote case-by-case on proposals seeking deferral of a portion of annual bonus pay, with ultimate payout linked to sustained results for the performance metrics on which the bonus was earned (whether for the named executive officers or a wider group of employees), taking into account the following factors: |
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The company’s past practices regarding equity and cash compensation; |
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Whether the company has a holding period or stock ownership requirements in place, such as a meaningful retention ratio (at least 50 percent for full tenure); and |
◾ |
Whether the company has a rigorous claw-back policy in place. |
Compensation Consultants—Disclosure of Board or Company’s Utilization
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General Recommendation: Generally vote for shareholder proposals seeking disclosure regarding the company, board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s), and fees paid. |
Disclosure/Setting Levels or Types of Compensation for Executives and Directors
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General Recommendation: Generally vote for shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company. |
Generally vote against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation (such as types of compensation elements or specific metrics) to be used for executive or directors.
Generally vote against shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.
Vote case-by-case on all other shareholder proposals regarding executive and director pay, taking into account relevant factors, including but not limited to: company performance, pay level and design versus peers, history of compensation concerns or pay-for-performance disconnect, and/or the scope and prescriptive nature of the proposal.
Golden Coffins/Executive Death Benefits
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General Recommendation: Generally vote for proposals calling for companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals for which the broad-based employee population is eligible. |
Hold Equity Past Retirement or for a Significant Period of Time
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General Recommendation: Vote case-by-case on shareholder proposals asking companies to adopt policies requiring senior executive officers to retain a portion of net shares acquired through compensation plans. The following factors will be taken into account: |
◾ |
The percentage/ratio of net shares required to be retained; |
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The time period required to retain the shares; |
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◾ |
Whether the company has equity retention, holding period, and/or stock ownership requirements in place and the robustness of such requirements; |
◾ |
Whether the company has any other policies aimed at mitigating risk taking by executives; |
◾ |
Executives’ actual stock ownership and the degree to which it meets or exceeds the proponent’s suggested holding period/retention ratio or the company’s existing requirements; and |
◾ |
Problematic pay practices, current and past, which may demonstrate a short-term versus long-term focus. |
Pay Disparity
|
General Recommendation: Vote case-by-case on proposals calling for an analysis of the pay disparity between corporate executives and other non-executive employees. The following factors will be considered: |
◾ |
The company’s current level of disclosure of its executive compensation setting process, including how the company considers pay disparity; |
◾ |
If any problematic pay practices or pay-for-performance concerns have been identified at the company; and |
◾ |
The level of shareholder support for the company’s pay programs. |
Generally vote against proposals calling for the company to use the pay disparity analysis or pay ratio in a specific way to set or limit executive pay.
Pay for Performance/Performance-Based Awards
|
General Recommendation: Vote case-by-case on shareholder proposals requesting that a significant amount of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt and disclose challenging performance metrics to shareholders, based on the following analytical steps: |
◾ |
First, vote for shareholder proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options, or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a “substantial” portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced options should have a meaningful premium to be considered performance-based awards. |
◾ |
Second, assess the rigor of the company’s performance-based equity program. If the bar set for the performance-based program is too low based on the company’s historical or peer group comparison, generally vote for the proposal. Furthermore, if target performance results in an above target payout, vote for the shareholder proposal due to program’s poor design. If the company does not disclose the performance metric of the performance-based equity program, vote for the shareholder proposal regardless of the outcome of the first step to the test. |
In general, vote for the shareholder proposal if the company does not meet both of the above two steps.
Pay for Superior Performance
|
General Recommendation: Vote case-by-case on shareholder proposals that request the board establish a pay-for-superior performance standard in the company’s executive compensation plan for senior executives. These proposals generally include the following principles: |
◾ |
Set compensation targets for the plan’s annual and long-term incentive pay components at or below the peer group median; |
◾ |
Deliver a majority of the plan’s target long-term compensation through performance-vested, not simply time-vested, equity awards; |
◾ |
Provide the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan; |
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◾ |
Establish performance targets for each plan financial metric relative to the performance of the company’s peer companies; |
◾ |
Limit payment under the annual and performance-vested long-term incentive components of the plan to when the company’s performance on its selected financial performance metrics exceeds peer group median performance. |
Consider the following factors in evaluating this proposal:
◾ |
What aspects of the company’s annual and long-term equity incentive programs are performance driven? |
◾ |
If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group? |
◾ |
Can shareholders assess the correlation between pay and performance based on the current disclosure? |
◾ |
What type of industry and stage of business cycle does the company belong to? |
Pre-Arranged Trading Plans (10b5-1 Plans)
|
General Recommendation: Generally vote for shareholder proposals calling for the addition of certain safeguards in prearranged trading plans (10b5-1 plans) for executives. Safeguards may include: |
◾ |
Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed in a Form 8-K; |
◾ |
Amendment or early termination of a 10b5-1 Plan allowed only under extraordinary circumstances, as determined by the board; |
◾ |
Request that a certain number of days that must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan; |
◾ |
Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan; |
◾ |
An executive may not trade in company stock outside the 10b5-1 Plan; |
◾ |
Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive. |
Prohibit Outside CEOs from Serving on Compensation Committees
|
General Recommendation: Generally vote against proposals seeking a policy to prohibit any outside CEO from serving on a company’s compensation committee, unless the company has demonstrated problematic pay practices that raise concerns about the performance and composition of the committee. |
Recoupment of Incentive or Stock Compensation in Specified Circumstances
|
General Recommendation: Vote case-by-case on proposals to recoup incentive cash or stock compensation made to senior executives if it is later determined that the figures upon which incentive compensation is earned turn out to have been in error, or if the senior executive has breached company policy or has engaged in misconduct that may be significantly detrimental to the company’s financial position or reputation, or if the senior executive failed to manage or monitor risks that subsequently led to significant financial or reputational harm to the company. Many companies have adopted policies that permit recoupment in cases where an executive’s fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation. However, such policies may be narrow given that not all misconduct or negligence may result in significant financial restatements. Misconduct, negligence, or lack of sufficient oversight by senior executives may lead to significant financial loss or reputational damage that may have long-lasting impact. |
In considering whether to support such shareholder proposals, ISS will take into consideration the following factors:
◾ |
If the company has adopted a formal recoupment policy; |
◾ |
The rigor of the recoupment policy focusing on how and under what circumstances the company may recoup incentive or stock compensation; |
◾ |
Whether the company has chronic restatement history or material financial problems; |
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◾ |
Whether the company’s policy substantially addresses the concerns raised by the proponent; |
◾ |
Disclosure of recoupment of incentive or stock compensation from senior executives or lack thereof; or |
◾ |
Any other relevant factors. |
Severance Agreements for Executives/Golden Parachutes
|
General Recommendation: Vote for shareholder proposals requiring that golden parachutes or executive severance agreements be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. |
Vote case-by-case on proposals to ratify or cancel golden parachutes. An acceptable parachute should include, but is not limited to, the following:
◾ |
The triggering mechanism should be beyond the control of management; |
◾ |
The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in which the change of control occurs); |
◾ |
Change-in-control payments should be double-triggered, i.e., (1) after a change in control has taken place, and (2) termination of the executive as a result of the change in control. Change in control is defined as a change in the company ownership structure. |
Share Buyback Impact on Incentive Program Metrics
|
General Recommendation: Vote case-by-case on proposals requesting the company exclude the impact of share buybacks from the calculation of incentive program metrics, considering the following factors: |
◾ |
The frequency and timing of the company’s share buybacks; |
◾ |
The use of per-share metrics in incentive plans; |
◾ |
The effect of recent buybacks on incentive metric results and payouts; and |
◾ |
Whether there is any indication of metric result manipulation. |
Supplemental Executive Retirement Plans (SERPs)
|
General Recommendation: Generally vote for shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. |
Generally vote for shareholder proposals requesting to limit the executive benefits provided under the company’s supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executive’s annual salary or those pay elements covered for the general employee population.
Tax Gross-Up Proposals
|
General Recommendation: Generally vote for proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan, policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate tax equalization policy. |
Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity
|
General Recommendation: Vote case-by-case on shareholder proposals seeking a policy requiring termination of employment prior to severance payment and/or eliminating accelerated vesting of unvested equity. |
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The following factors will be considered:
◾ |
The company’s current treatment of equity upon employment termination and/or in change-in-control situations (i.e., vesting is double triggered and/or pro rata, does it allow for the assumption of equity by acquiring company, the treatment of performance shares, etc.); |
◾ |
Current employment agreements, including potential poor pay practices such as gross-ups embedded in those agreements. |
Generally vote for proposals seeking a policy that prohibits automatic acceleration of the vesting of equity awards to senior executives upon a voluntary termination of employment or in the event of a change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the award date and the change in control).
I S S G O V E R N A N C E . C O M | 57 of 75 |
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6. Routine/Miscellaneous
Adjourn Meeting
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General Recommendation: Generally vote against proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal. |
Vote for proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction. Vote against proposals if the wording is too vague or if the proposal includes “other business.”
Amend Quorum Requirements
|
General Recommendation: Vote against proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal. |
Amend Minor Bylaws
|
General Recommendation: Vote for bylaw or charter changes that are of a housekeeping nature (updates or corrections). |
Change Company Name
|
General Recommendation: Vote for proposals to change the corporate name unless there is compelling evidence that the change would adversely impact shareholder value. |
Change Date, Time, or Location of Annual Meeting
|
General Recommendation: Vote for management proposals to change the date, time, or location of the annual meeting unless the proposed change is unreasonable. |
Vote against shareholder proposals to change the date, time, or location of the annual meeting unless the current scheduling or location is unreasonable.
Other Business
|
General Recommendation: Vote against proposals to approve other business when it appears as a voting item. |
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7. Social and Environmental Issues
Global Approach
Issues covered under the policy include a wide range of topics, including consumer and product safety, environment and energy, labor standards and human rights, workplace and board diversity, and corporate political issues. While a variety of factors goes into each analysis, the overall principle guiding all vote recommendations focuses on how the proposal may enhance or protect shareholder value in either the short or long term.
|
General Recommendation: Generally vote case-by-case, examining primarily whether implementation of the proposal is likely to enhance or protect shareholder value. The following factors will be considered: |
◾ |
If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation; |
◾ |
If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
◾ |
Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive; |
◾ |
The company’s approach compared with any industry standard practices for addressing the issue(s) raised by the proposal; |
◾ |
Whether there are significant controversies, fines, penalties, or litigation associated with the company’s environmental or social practices; |
◾ |
If the proposal requests increased disclosure or greater transparency, whether reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and |
◾ |
If the proposal requests increased disclosure or greater transparency, whether implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
Endorsement of Principles
|
General Recommendation: Generally vote against proposals seeking a company’s endorsement of principles that support a particular public policy position. Endorsing a set of principles may require a company to take a stand on an issue that is beyond its own control and may limit its flexibility with respect to future developments. Management and the board should be afforded the flexibility to make decisions on specific public policy positions based on their own assessment of the most beneficial strategies for the company. |
Animal Welfare
Animal Welfare Policies
|
General Recommendation: Generally vote for proposals seeking a report on a company’s animal welfare standards, or animal welfare-related risks, unless: |
◾ |
The company has already published a set of animal welfare standards and monitors compliance; |
◾ |
The company’s standards are comparable to industry peers; and |
◾ |
There are no recent significant fines, litigation, or controversies related to the company’s and/or its suppliers’ treatment of animals. |
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Animal Testing
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General Recommendation: Generally vote against proposals to phase out the use of animals in product testing, unless: |
◾ |
The company is conducting animal testing programs that are unnecessary or not required by regulation; |
◾ |
The company is conducting animal testing when suitable alternatives are commonly accepted and used by industry peers; or |
◾ |
There are recent, significant fines or litigation related to the company’s treatment of animals. |
Animal Slaughter
|
General Recommendation: Generally vote against proposals requesting the implementation of Controlled Atmosphere Killing (CAK) methods at company and/or supplier operations unless such methods are required by legislation or generally accepted as the industry standard. |
Vote case-by-case on proposals requesting a report on the feasibility of implementing CAK methods at company and/or supplier operations considering the availability of existing research conducted by the company or industry groups on this topic and any fines or litigation related to current animal processing procedures at the company.
Consumer Issues
Genetically Modified Ingredients
|
General Recommendation: Generally vote against proposals requesting that a company voluntarily label genetically engineered (GE) ingredients in its products. The labeling of products with GE ingredients is best left to the appropriate regulatory authorities. |
Vote case-by-case on proposals asking for a report on the feasibility of labeling products containing GE ingredients, taking into account:
◾ |
The potential impact of such labeling on the company’s business; |
◾ |
The quality of the company’s disclosure on GE product labeling, related voluntary initiatives, and how this disclosure compares with industry peer disclosure; and |
◾ |
Company’s current disclosure on the feasibility of GE product labeling. |
Generally vote against proposals seeking a report on the social, health, and environmental effects of genetically modified organisms (GMOs). Studies of this sort are better undertaken by regulators and the scientific community.
Generally vote against proposals to eliminate GE ingredients from the company’s products, or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company’s products. Such decisions are more appropriately made by management with consideration of current regulations.
Reports on Potentially Controversial Business/Financial Practices
|
General Recommendation: Vote case-by-case on requests for reports on a company’s potentially controversial business or financial practices or products, taking into account: |
◾ |
Whether the company has adequately disclosed mechanisms in place to prevent abuses; |
◾ |
Whether the company has adequately disclosed the financial risks of the products/practices in question; |
◾ |
Whether the company has been subject to violations of related laws or serious controversies; and |
◾ |
Peer companies’ policies/practices in this area. |
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Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation
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General Recommendation: Generally vote against proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing practices. |
Vote case-by-case on proposals requesting that a company report on its product pricing or access to medicine policies, considering:
◾ |
The potential for reputational, market, and regulatory risk exposure; |
◾ |
Existing disclosure of relevant policies; |
◾ |
Deviation from established industry norms; |
◾ |
Relevant company initiatives to provide research and/or products to disadvantaged consumers; |
◾ |
Whether the proposal focuses on specific products or geographic regions; |
◾ |
The potential burden and scope of the requested report; |
◾ |
Recent significant controversies, litigation, or fines at the company. |
Generally vote for proposals requesting that a company report on the financial and legal impact of its prescription drug reimportation policies unless such information is already publicly disclosed.
Generally vote against proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation. Such matters are more appropriately the province of legislative activity and may place the company at a competitive disadvantage relative to its peers.
Product Safety and Toxic/Hazardous Materials
|
General Recommendation: Generally vote for proposals requesting that a company report on its policies, initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety in its supply chain, unless: |
◾ |
The company already discloses similar information through existing reports such as a supplier code of conduct and/or a sustainability report; |
◾ |
The company has formally committed to the implementation of a toxic/hazardous materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; and |
◾ |
The company has not been recently involved in relevant significant controversies, fines, or litigation. |
Vote case-by-case on resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic/hazardous materials, or evaluate and disclose the potential financial and legal risks associated with utilizing certain materials, considering:
◾ |
The company’s current level of disclosure regarding its product safety policies, initiatives, and oversight mechanisms; |
◾ |
Current regulations in the markets in which the company operates; and |
◾ |
Recent significant controversies, litigation, or fines stemming from toxic/hazardous materials at the company. |
Generally vote against resolutions requiring that a company reformulate its products.
Tobacco-Related Proposals
|
General Recommendation: Vote case-by-case on resolutions regarding the advertisement of tobacco products, considering: |
◾ |
Recent related fines, controversies, or significant litigation; |
◾ |
Whether the company complies with relevant laws and regulations on the marketing of tobacco; |
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◾ |
Whether the company’s advertising restrictions deviate from those of industry peers; |
◾ |
Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco to youth; and |
◾ |
Whether restrictions on marketing to youth extend to foreign countries. |
Vote case-by-case on proposals regarding second-hand smoke, considering;
◾ |
Whether the company complies with all laws and regulations; |
◾ |
The degree that voluntary restrictions beyond those mandated by law might hurt the company’s competitiveness; and |
◾ |
The risk of any health-related liabilities. |
Generally vote against resolutions to cease production of tobacco-related products, to avoid selling products to tobacco companies, to spin-off tobacco-related businesses, or prohibit investment in tobacco equities. Such business decisions are better left to company management or portfolio managers.
Generally vote against proposals regarding tobacco product warnings. Such decisions are better left to public health authorities.
Climate Change
Say on Climate (SoC) Management Proposals
|
General Recommendation: Vote case-by-case on management proposals that request shareholders to approve the company’s climate transition action plan22, taking into account the completeness and rigor of the plan. Information that will be considered where available includes the following: |
◾ |
The extent to which the company’s climate related disclosures are in line with TCFD recommendations and meet other market standards; |
◾ |
Disclosure of its operational and supply chain GHG emissions (Scopes 1, 2, and 3); |
◾ |
The completeness and rigor of company’s short-, medium-, and long-term targets for reducing operational and supply chain GHG emissions (Scopes 1, 2, and 3 if relevant); |
◾ |
Whether the company has sought and received third-party approval that its targets are science-based; |
◾ |
Whether the company has made a commitment to be “net zero” for operational and supply chain emissions (Scopes 1, 2, and 3) by 2050; |
◾ |
Whether the company discloses a commitment to report on the implementation of its plan in subsequent years; |
◾ |
Whether the company’s climate data has received third-party assurance; |
◾ |
Disclosure of how the company’s lobbying activities and its capital expenditures align with company strategy; |
◾ |
Whether there are specific industry decarbonization challenges; and |
◾ |
The company’s related commitment, disclosure, and performance compared to its industry peers. |
Say on Climate (SoC) Shareholder Proposals
|
General Recommendation: Vote case-by-case on shareholder proposals that request the company to disclose a report providing its GHG emissions levels and reduction targets and/or its upcoming/approved climate transition action plan and provide shareholders the opportunity to express approval or disapproval of its GHG emissions reduction plan, taking into account information such as the following: |
22 Variations of this request also include climate transition related ambitions, or commitment to reporting on the implementation of a climate plan.
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◾ |
The completeness and rigor of the company’s climate-related disclosure; |
◾ |
The company’s actual GHG emissions performance; |
◾ |
Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to its GHG emissions; and |
◾ |
Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive. |
Climate Change/Greenhouse Gas (GHG) Emissions
|
General Recommendation: Generally vote for resolutions requesting that a company disclose information on the financial, physical, or regulatory risks it faces related to climate change on its operations and investments or on how the company identifies, measures, and manages such risks, considering: |
◾ |
Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
◾ |
The company’s level of disclosure compared to industry peers; and |
◾ |
Whether there are significant controversies, fines, penalties, or litigation associated with the company’s climate change-related performance. |
Generally vote for proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:
◾ |
The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
◾ |
The company’s level of disclosure is comparable to that of industry peers; and |
◾ |
There are no significant, controversies, fines, penalties, or litigation associated with the company’s GHG |
emissions.
Vote case-by-case on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
◾ |
Whether the company provides disclosure of year-over-year GHG emissions performance data; |
◾ |
Whether company disclosure lags behind industry peers; |
◾ |
The company’s actual GHG emissions performance; |
◾ |
The company’s current GHG emission policies, oversight mechanisms, and related initiatives; and |
◾ |
Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
Energy Efficiency
|
General Recommendation: Generally vote for proposals requesting that a company report on its energy efficiency policies, unless: |
◾ |
The company complies with applicable energy efficiency regulations and laws, and discloses its participation in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance measures; or |
◾ |
The proponent requests adoption of specific energy efficiency goals within specific timelines. |
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Renewable Energy
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General Recommendation: Generally vote for requests for reports on the feasibility of developing renewable energy resources unless the report would be duplicative of existing disclosure or irrelevant to the company’s line of business. |
Generally vote against proposals requesting that the company invest in renewable energy resources. Such decisions are best left to management’s evaluation of the feasibility and financial impact that such programs may have on the company.
Generally vote against proposals that call for the adoption of renewable energy goals, taking into account:
◾ |
The scope and structure of the proposal; |
◾ |
The company’s current level of disclosure on renewable energy use and GHG emissions; and |
◾ |
The company’s disclosure of policies, practices, and oversight implemented to manage GHG emissions and mitigate climate change risks. |
Diversity
Board Diversity
General Recommendation: Generally vote for requests for reports on a company’s efforts to diversify the board, unless: |
◾ |
The gender and racial minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; and |
◾ |
The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
Vote case-by-case on proposals asking a company to increase the gender and racial minority representation on its board, taking into account:
◾ |
The degree of existing gender and racial minority diversity on the company’s board and among its executive officers; |
◾ |
The level of gender and racial minority representation that exists at the company’s industry peers; |
◾ |
The company’s established process for addressing gender and racial minority board representation; |
◾ |
Whether the proposal includes an overly prescriptive request to amend nominating committee charter language; |
◾ |
The independence of the company’s nominating committee; |
◾ |
Whether the company uses an outside search firm to identify potential director nominees; and |
◾ |
Whether the company has had recent controversies, fines, or litigation regarding equal employment practices. |
Equality of Opportunity
|
General Recommendation: Generally vote for proposals requesting a company disclose its diversity policies or initiatives, or proposals requesting disclosure of a company’s comprehensive workforce diversity data, including requests for EEO-1 data, unless: |
◾ |
The company publicly discloses equal opportunity policies and initiatives in a comprehensive manner; |
◾ |
The company already publicly discloses comprehensive workforce diversity data; and |
◾ |
The company has no recent significant EEO-related violations or litigation. |
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Generally vote against proposals seeking information on the diversity efforts of suppliers and service providers. Such requests may pose a significant burden on the company.
Gender Identity, Sexual Orientation, and Domestic Partner Benefits
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General Recommendation: Generally vote for proposals seeking to amend a company’s EEO statement or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would be unduly burdensome. |
Generally vote against proposals to extend company benefits to, or eliminate benefits from, domestic partners. Decisions regarding benefits should be left to the discretion of the company.
Gender, Race/Ethnicity Pay Gap
|
General Recommendation: Vote case-by-case on requests for reports on a company’s pay data by gender or race/ ethnicity, or a report on a company’s policies and goals to reduce any gender or race/ethnicity pay gaps, taking into account: |
◾ |
The company’s current policies and disclosure related to both its diversity and inclusion policies and practices and its compensation philosophy on fair and equitable compensation practices; |
◾ |
Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to gender, race, or ethnicity pay gap issues; |
◾ |
The company’s disclosure regarding gender, race, or ethnicity pay gap policies or initiatives compared to its industry peers; and |
◾ |
Local laws regarding categorization of race and/or ethnicity and definitions of ethnic and/or racial minorities. |
Racial Equity and/or Civil Rights Audit Guidelines
|
General Recommendation: Vote case-by-case on proposals asking a company to conduct an independent racial equity and/or civil rights audit, taking into account: |
◾ |
The company’s established process or framework for addressing racial inequity and discrimination internally; |
◾ |
Whether the company has issued a public statement related to its racial justice efforts in recent years, or has committed to internal policy review; |
◾ |
Whether the company has engaged with impacted communities, stakeholders, and civil rights experts, |
◾ |
The company’s track record in recent years of racial justice measures and outreach externally; |
◾ |
Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to racial inequity or discrimination; and |
◾ |
Whether the company’s actions are aligned with market norms on civil rights, and racial or ethnic diversity. |
Environment and Sustainability
Facility and Workplace Safety
|
General Recommendation: Vote case-by-case on requests for workplace safety reports, including reports on accident risk reduction efforts, taking into account: |
◾ |
The company’s current level of disclosure of its workplace health and safety performance data, health and safety management policies, initiatives, and oversight mechanisms; |
◾ |
The nature of the company’s business, specifically regarding company and employee exposure to health and safety risks; |
◾ |
Recent significant controversies, fines, or violations related to workplace health and safety; and |
◾ |
The company’s workplace health and safety performance relative to industry peers. |
I S S G O V E R N A N C E . C O M | 65 of 75 |
B-65
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Vote case-by-case on resolutions requesting that a company report on safety and/or security risks associated with its operations and/or facilities, considering:
◾ |
The company’s compliance with applicable regulations and guidelines; |
◾ |
The company’s current level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and |
◾ |
The existence of recent, significant violations, fines, or controversy regarding the safety and security of the company’s operations and/or facilities. |
General Environmental Proposals and Community Impact Assessments
|
General Recommendation: Vote case-by-case on requests for reports on policies and/or the potential (community) social and/or environmental impact of company operations, considering: |
◾ |
Current disclosure of applicable policies and risk assessment report(s) and risk management procedures; |
◾ |
The impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be associated with failure to manage the company’s operations in question, including the management of relevant community and stakeholder relations; |
◾ |
The nature, purpose, and scope of the company’s operations in the specific region(s); |
◾ |
The degree to which company policies and procedures are consistent with industry norms; and |
◾ |
The scope of the resolution. |
Hydraulic Fracturing
|
General Recommendation: Generally vote for proposals requesting greater disclosure of a company’s (natural gas) hydraulic fracturing operations, including measures the company has taken to manage and mitigate the potential community and environmental impacts of those operations, considering: |
◾ |
The company’s current level of disclosure of relevant policies and oversight mechanisms; |
◾ |
The company’s current level of such disclosure relative to its industry peers; |
◾ |
Potential relevant local, state, or national regulatory developments; and |
◾ |
Controversies, fines, or litigation related to the company’s hydraulic fracturing operations. |
Operations in Protected Areas
|
General Recommendation: Generally vote for requests for reports on potential environmental damage as a result of company operations in protected regions, unless: |
◾ |
Operations in the specified regions are not permitted by current laws or regulations; |
◾ |
The company does not currently have operations or plans to develop operations in these protected regions; or |
◾ |
The company’s disclosure of its operations and environmental policies in these regions is comparable to industry peers. |
Recycling
|
General Recommendation: Vote case-by-case on proposals to report on an existing recycling program, or adopt a new recycling program, taking into account: |
◾ |
The nature of the company’s business; |
◾ |
The current level of disclosure of the company’s existing related programs; |
◾ |
The timetable and methods of program implementation prescribed by the proposal; |
◾ |
The company’s ability to address the issues raised in the proposal; and |
◾ |
How the company’s recycling programs compare to similar programs of its industry peers. |
I S S G O V E R N A N C E . C O M | 66 of 75 |
B-66
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Sustainability Reporting
|
General Recommendation: Generally vote for proposals requesting that a company report on its policies, initiatives, and oversight mechanisms related to social, economic, and environmental sustainability, unless: |
◾ |
The company already discloses similar information through existing reports or policies such as an environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity report; or |
◾ |
The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame. |
Water Issues
|
General Recommendation: Vote case-by-case on proposals requesting a company report on, or adopt a new policy on, water-related risks and concerns, taking into account: |
◾ |
The company’s current disclosure of relevant policies, initiatives, oversight mechanisms, and water usage metrics; |
◾ |
Whether or not the company’s existing water-related policies and practices are consistent with relevant internationally recognized standards and national/local regulations; |
◾ |
The potential financial impact or risk to the company associated with water-related concerns or issues; and |
◾ |
Recent, significant company controversies, fines, or litigation regarding water use by the company and its suppliers. |
General Corporate Issues
Charitable Contributions
|
General Recommendation: Vote against proposals restricting a company from making charitable contributions. Charitable contributions are generally useful for assisting worthwhile causes and for creating goodwill in the community. In the absence of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions are in the best interests of the company. |
Data Security, Privacy, and Internet Issues
|
General Recommendation: Vote case-by-case on proposals requesting the disclosure or implementation of data security, privacy, or information access and management policies and procedures, considering: |
◾ |
The level of disclosure of company policies and procedures relating to data security, privacy, freedom of speech, information access and management, and Internet censorship; |
◾ |
Engagement in dialogue with governments or relevant groups with respect to data security, privacy, or the free flow of information on the Internet; |
◾ |
The scope of business involvement and of investment in countries whose governments censor or monitor the Internet and other telecommunications; |
◾ |
Applicable market-specific laws or regulations that may be imposed on the company; and |
◾ |
Controversies, fines, or litigation related to data security, privacy, freedom of speech, or Internet censorship. |
Environmental, Social, and Governance (ESG) Compensation-Related Proposals
|
General Recommendation: Vote case-by-case on proposals to link, or report on linking, executive compensation to sustainability (environmental and social) criteria, considering: |
◾ |
The scope and prescriptive nature of the proposal; |
◾ |
Whether the company has significant and/or persistent controversies or regulatory violations regarding social and/or environmental issues; |
I S S G O V E R N A N C E . C O M | 67 of 75 |
B-67
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
|
◾ |
Whether the company has management systems and oversight mechanisms in place regarding its social and environmental performance; |
◾ |
The degree to which industry peers have incorporated similar non-financial performance criteria in their executive compensation practices; and |
◾ |
The company’s current level of disclosure regarding its environmental and social performance. |
Human Rights, Human Capital Management, and International Operations
Human Rights Proposals
|
General Recommendation: Generally vote for proposals requesting a report on company or company supplier labor and/or human rights standards and policies unless such information is already publicly disclosed. |
Vote case-by-case on proposals to implement company or company supplier labor and/or human rights standards and policies, considering:
◾ |
The degree to which existing relevant policies and practices are disclosed; |
◾ |
Whether or not existing relevant policies are consistent with internationally recognized standards; |
◾ |
Whether company facilities and those of its suppliers are monitored and how; |
◾ |
Company participation in fair labor organizations or other internationally recognized human rights initiatives; |
◾ |
Scope and nature of business conducted in markets known to have higher risk of workplace labor/human rights abuse; |
◾ |
Recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers; |
◾ |
The scope of the request; and |
◾ |
Deviation from industry sector peer company standards and practices. |
Vote case-by-case on proposals requesting that a company conduct an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights risk assessment process, considering:
◾ |
The degree to which existing relevant policies and practices are disclosed, including information on the implementation of these policies and any related oversight mechanisms; |
◾ |
The company’s industry and whether the company or its suppliers operate in countries or areas where there is a history of human rights concerns; |
◾ |
Recent significant controversies, fines, or litigation regarding human rights involving the company or its suppliers, and whether the company has taken remedial steps; and |
◾ |
Whether the proposal is unduly burdensome or overly prescriptive. |
Mandatory Arbitration
|
General Recommendation: Vote case-by-case on requests for a report on a company’s use of mandatory arbitration on employment-related claims, taking into account: |
◾ |
The company’s current policies and practices related to the use of mandatory arbitration agreements on workplace claims; |
◾ |
Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to the use of mandatory arbitration agreements on workplace claims; and |
◾ |
The company’s disclosure of its policies and practices related to the use of mandatory arbitration agreements compared to its peers. |
I S S G O V E R N A N C E . C O M | 68 of 75 |
B-68
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Operations in High Risk Markets
|
General Recommendation: Vote case-by-case on requests for a report on a company’s potential financial and reputational risks associated with operations in “high-risk” markets, such as a terrorism-sponsoring state or politically/socially unstable region, taking into account: |
◾ |
The nature, purpose, and scope of the operations and business involved that could be affected by social or political disruption; |
◾ |
Current disclosure of applicable risk assessment(s) and risk management procedures; |
◾ |
Compliance with U.S. sanctions and laws; |
◾ |
Consideration of other international policies, standards, and laws; and |
◾ |
Whether the company has been recently involved in recent, significant controversies, fines, or litigation related to its operations in “high-risk” markets. |
Outsourcing/Offshoring
|
General Recommendation: Vote case-by-case on proposals calling for companies to report on the risks associated with outsourcing/plant closures, considering: |
◾ |
Controversies surrounding operations in the relevant market(s); |
◾ |
The value of the requested report to shareholders; |
◾ |
The company’s current level of disclosure of relevant information on outsourcing and plant closure procedures; and |
◾ |
The company’s existing human rights standards relative to industry peers. |
Sexual Harassment
|
General Recommendation: Vote case-by-case on requests for a report on company actions taken to strengthen policies and oversight to prevent workplace sexual harassment, or a report on risks posed by a company’s failure to prevent workplace sexual harassment, taking into account: |
◾ |
The company’s current policies, practices, oversight mechanisms related to preventing workplace sexual harassment; |
◾ |
Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to workplace sexual harassment issues; and |
◾ |
The company’s disclosure regarding workplace sexual harassment policies or initiatives compared to its industry peers. |
Weapons and Military Sales
|
General Recommendation: Vote against reports on foreign military sales or offsets. Such disclosures may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign military sales. |
Generally vote against proposals asking a company to cease production or report on the risks associated with the use of depleted uranium munitions or nuclear weapons components and delivery systems, including disengaging from current and proposed contracts. Such contracts are monitored by government agencies, serve multiple military and non-military uses, and withdrawal from these contracts could have a negative impact on the company’s business.
I S S G O V E R N A N C E . C O M | 69 of 75 |
B-69
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Political Activities
Lobbying
|
General Recommendation: Vote case-by-case on proposals requesting information on a company’s lobbying (including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering: |
◾ |
The company’s current disclosure of relevant lobbying policies, and management and board oversight; |
◾ |
The company’s disclosure regarding trade associations or other groups that it supports, or is a member of, that engage in lobbying activities; and |
◾ |
Recent significant controversies, fines, or litigation regarding the company’s lobbying-related activities. |
Political Contributions
|
General Recommendation: Generally vote for proposals requesting greater disclosure of a company’s political contributions and trade association spending policies and activities, considering: |
◾ |
The company’s policies, and management and board oversight related to its direct political contributions and payments to trade associations or other groups that may be used for political purposes; |
◾ |
The company’s disclosure regarding its support of, and participation in, trade associations or other groups that may make political contributions; and |
◾ |
Recent significant controversies, fines, or litigation related to the company’s political contributions or political activities. |
Vote against proposals barring a company from making political contributions. Businesses are affected by legislation at the federal, state, and local level; barring political contributions can put the company at a competitive disadvantage.
Vote against proposals to publish in newspapers and other media a company’s political contributions. Such publications could present significant cost to the company without providing commensurate value to shareholders.
Political Ties
|
General Recommendation: Generally vote against proposals asking a company to affirm political nonpartisanship in the workplace, so long as: |
◾ |
There are no recent, significant controversies, fines, or litigation regarding the company’s political contributions or trade association spending; and |
◾ |
The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibit coercion. |
Vote against proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to prepare without providing any meaningful information to shareholders.
I S S G O V E R N A N C E . C O M | 70 of 75 |
B-70
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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8. Mutual Fund Proxies
Election of Directors
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General Recommendation: Vote case-by-case on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of this committee. |
Closed End Funds- Unilateral Opt-In to Control Share Acquisition Statutes
|
General Recommendation: For closed-end management investment companies (CEFs), vote against or withhold from nominating/governance committee members (or other directors on a case-by-case basis) at CEFs that have not provided a compelling rationale for opting-in to a Control Share Acquisition statute, nor submitted a by-law amendment to a shareholder vote. |
Converting Closed-end Fund to Open-end Fund
|
General Recommendation: Vote case-by-case on conversion proposals, considering the following factors: |
◾ |
Past performance as a closed-end fund; |
◾ |
Market in which the fund invests; |
◾ |
Measures taken by the board to address the discount; and |
◾ |
Past shareholder activism, board activity, and votes on related proposals. |
Proxy Contests
|
General Recommendation: Vote case-by-case on proxy contests, considering the following factors: |
◾ |
Past performance relative to its peers; |
◾ |
Market in which the fund invests; |
◾ |
Measures taken by the board to address the issues; |
◾ |
Past shareholder activism, board activity, and votes on related proposals; |
◾ |
Strategy of the incumbents versus the dissidents; |
◾ |
Independence of directors; |
◾ |
Experience and skills of director candidates; |
◾ |
Governance profile of the company; |
◾ |
Evidence of management entrenchment. |
Investment Advisory Agreements
|
General Recommendation: Vote case-by-case on investment advisory agreements, considering the following factors: |
◾ |
Proposed and current fee schedules; |
◾ |
Fund category/investment objective; |
◾ |
Performance benchmarks; |
◾ |
Share price performance as compared with peers; |
◾ |
Resulting fees relative to peers; |
◾ |
Assignments (where the advisor undergoes a change of control). |
Approving New Classes or Series of Shares
|
General Recommendation: Vote for the establishment of new classes or series of shares. |
I S S G O V E R N A N C E . C O M | 71 of 75 |
B-71
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Preferred Stock Proposals
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General Recommendation: Vote case-by-case on the authorization for or increase in preferred shares, considering the following factors: |
◾ |
Stated specific financing purpose; |
◾ |
Possible dilution for common shares; |
◾ |
Whether the shares can be used for antitakeover purposes. |
1940 Act Policies
|
General Recommendation: Vote case-by-case on policies under the Investment Advisor Act of 1940, considering the following factors: |
◾ |
Potential competitiveness; |
◾ |
Regulatory developments; |
◾ |
Current and potential returns; and |
◾ |
Current and potential risk. |
Generally vote for these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation.
Changing a Fundamental Restriction to a Nonfundamental Restriction
|
General Recommendation: Vote case-by-case on proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors: |
◾ |
The fund’s target investments; |
◾ |
The reasons given by the fund for the change; and |
◾ |
The projected impact of the change on the portfolio. |
Change Fundamental Investment Objective to Nonfundamental
|
General Recommendation: Vote against proposals to change a fund’s fundamental investment objective to non-fundamental. |
Name Change Proposals
|
General Recommendation: Vote case-by-case on name change proposals, considering the following factors: |
◾ |
Political/economic changes in the target market; |
◾ |
Consolidation in the target market; and |
◾ |
Current asset composition. |
Change in Fund’s Subclassification
|
General Recommendation: Vote case-by-case on changes in a fund’s sub-classification, considering the following factors: |
◾ |
Potential competitiveness; |
◾ |
Current and potential returns; |
◾ |
Risk of concentration; |
◾ |
Consolidation in target industry. |
I S S G O V E R N A N C E . C O M | 72 of 75 |
B-72
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value
|
General Recommendation: Vote for proposals authorizing the board to issue shares below Net Asset Value (NAV) if: |
◾ |
The proposal to allow share issuances below NAV has an expiration date no more than one year from the date shareholders approve the underlying proposal, as required under the Investment Company Act of 1940; |
◾ |
The sale is deemed to be in the best interests of shareholders by (1) a majority of the company’s independent directors and (2) a majority of the company’s directors who have no financial interest in the issuance; and |
◾ |
The company has demonstrated responsible past use of share issuances by either: |
◾ |
Outperforming peers in its 8-digit GICS group as measured by one- and three-year median TSRs; or |
◾ |
Providing disclosure that its past share issuances were priced at levels that resulted in only small or moderate discounts to NAV and economic dilution to existing non-participating shareholders. |
Disposition of Assets/Termination/Liquidation
|
General Recommendation: Vote case-by-case on proposals to dispose of assets, to terminate or liquidate, considering the following factors: |
◾ |
Strategies employed to salvage the company; |
◾ |
The fund’s past performance; |
◾ |
The terms of the liquidation. |
Changes to the Charter Document
|
General Recommendation: Vote case-by-case on changes to the charter document, considering the following factors: |
◾ |
The degree of change implied by the proposal; |
◾ |
The efficiencies that could result; |
◾ |
The state of incorporation; |
◾ |
Regulatory standards and implications. |
Vote against any of the following changes:
◾ |
Removal of shareholder approval requirement to reorganize or terminate the trust or any of its series; |
◾ |
Removal of shareholder approval requirement for amendments to the new declaration of trust; |
◾ |
Removal of shareholder approval requirement to amend the fund’s management contract, allowing the contract to be modified by the investment manager and the trust management, as permitted by the 1940 Act; |
◾ |
Allow the trustees to impose other fees in addition to sales charges on investment in a fund, such as deferred sales charges and redemption fees that may be imposed upon redemption of a fund’s shares; |
◾ |
Removal of shareholder approval requirement to engage in and terminate subadvisory arrangements; |
◾ |
Removal of shareholder approval requirement to change the domicile of the fund. |
Changing the Domicile of a Fund
|
General Recommendation: Vote case-by-case on re-incorporations, considering the following factors: |
◾ |
Regulations of both states; |
◾ |
Required fundamental policies of both states; |
◾ |
The increased flexibility available. |
Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval
|
General Recommendation: Vote against proposals authorizing the board to hire or terminate subadvisers without shareholder approval if the investment adviser currently employs only one subadviser. |
I S S G O V E R N A N C E . C O M | 73 of 75 |
B-73
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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Distribution Agreements
|
General Recommendation: Vote case-by-case on distribution agreement proposals, considering the following factors: |
◾ |
Fees charged to comparably sized funds with similar objectives; |
◾ |
The proposed distributor’s reputation and past performance; |
◾ |
The competitiveness of the fund in the industry; |
◾ |
The terms of the agreement. |
Master-Feeder Structure
|
General Recommendation: Vote for the establishment of a master-feeder structure. |
Mergers
|
General Recommendation: Vote case-by-case on merger proposals, considering the following factors: |
◾ |
Resulting fee structure; |
◾ |
Performance of both funds; |
◾ |
Continuity of management personnel; |
◾ |
Changes in corporate governance and their impact on shareholder rights. |
Shareholder Proposals for Mutual Funds
Establish Director Ownership Requirement
|
General Recommendation: Generally vote against shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. |
Reimburse Shareholder for Expenses Incurred
|
General Recommendation: Vote case-by-case on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote for the reimbursement of the proxy solicitation expenses. |
Terminate the Investment Advisor
|
General Recommendation: Vote case-by-case on proposals to terminate the investment advisor, considering the following factors: |
◾ |
Performance of the fund’s Net Asset Value (NAV); |
◾ |
The fund’s history of shareholder relations; |
◾ |
The performance of other funds under the advisor’s management. |
I S S G O V E R N A N C E . C O M | 74 of 75 |
B-74
U N I T E D S T A T E S P R O X Y V O T I N G G U I D E L I N E S |
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The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.
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© 2021 | Institutional Shareholder Services and/or its affiliates
I S S G O V E R N A N C E . C O M | 75 of 75 |
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MAI-FRHYI-0122D |
PART C—OTHER INFORMATION
Item 28. Exhibits
C-1
C-2
Item 29. Persons Controlled by or under Common Control with the Fund
Not applicable.
Item 30. Indemnification
Section 4 of Article XII of Registrant’s Declaration of Trust provides as follows:
Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to final
C-3
disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a “Disinterested Trustee” is one (x) who is not an Interested Person of the Trust (including, as such Disinterested Trustee, anyone who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.
As used in this Section 4, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the word “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
The trustees and officers of the Registrant are covered by joint errors and omissions insurance policies against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, subject to such policies’ coverage limits, exclusions and retention.
Insofar as the indemnification for liabilities arising under the Securities Act of 1933, as amended, (the “1933 Act”) may be permitted to the officers, trustees or controlling persons of the Registrant pursuant to the Declaration of Trust of the Registrant or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by an officer or trustee or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such officer, trustee or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser
(a) Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”) (formerly known as Nuveen Fund Advisors, Inc. and Nuveen Asset Management) manages the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment companies. The principal business address for all of these investment companies and the persons named below is 333 West Wacker Drive, Chicago, Illinois 60606.
A description of any business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Fund Advisors who serve as officers or trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer,
C-4
employee, partner or trustee appears under “Management” in the Statement of Additional Information. Such information for the remaining senior officers of Nuveen Fund Advisors appears below:
Name and Position with Nuveen Fund Advisors |
Other Business, Profession, Vocation or
|
|
Oluseun Salami, Executive Vice President and Chief Financial Officer |
Senior Vice President (since 2020) NIS/R&T, Inc.; Senior Vice President and Chief Financial Officer, Nuveen Alternative Advisors LLC (since 2020), Nuveen, LLC (since 2020), Teachers Advisors, LLC (since 2020), TIAA-CREF Asset Management LLC (since 2020) and TIAA-CREF Investment Management, LLC (since 2020); Senior Vice President, Chief Financial Officer (since 2018), formerly, Business Finance and Planning (2020) Chief Accounting Officer (2019-2020), Corporate Controller (2018-2020), Teachers Insurance and Annuity Association of America; Senior Vice President, Corporate Controller, College Retirement Equities Fund, TIAA Board of Overseers, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds (2018-2020). |
|
Erik Mogavero, Managing Director and Chief Compliance Officer |
Formerly employed by Deutsche Bank (2013-2017) as Managing Director, Head of Asset Management and Wealth Management Compliance for the Americas region and Chief Compliance Officer of Deutsche Investment Management Americas. |
|
Michael A. Perry, Executive Vice President | Co-Chief Executive Officer (since April 2019), formerly, Executive Vice President (2017-2019), formerly, Managing Director (2015-2017) of Nuveen Securities, LLC; and Executive Vice President (since 2017) of Nuveen Alternative Investments, LLC. | |
Megan Sendlak, Managing Director and Controller | Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Asset Management, LLC, Nuveen Investments, Inc., Teachers Advisors, LLC, and TIAA-CREF Investment Management, LLC; Managing Director and Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021) of NIS/R&T, INC.; Vice President and Controller of Winslow Capital Management, LLC. |
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(b) Nuveen Asset Management, LLC (“Nuveen Asset Management”) acts as the sub-investment adviser to Nuveen Flexible Income Fund and Nuveen Preferred Securities and Income Fund, and also serves as sub-investment adviser to other open-end and closed-end funds and investment adviser to separately managed accounts. The following is a list of the senior officers of Nuveen Asset Management. The principal business address of each person is 333 West Wacker Drive, Chicago, Illinois 60606.
A description of any business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Asset Management who serve as officers or trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under “Management” in the Statement of Additional Information. Such information for the remaining senior officers of Nuveen Asset Management appears below:
Name |
Position and Offices with
|
Other Business, Profession, Vocation or
|
||
William T. Huffman | President | Executive Vice President (since 2020) of Nuveen Securities, LLC and Nuveen, LLC; President, Nuveen Investments, Inc. (since 2020), Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2019); Senior Managing Director (since 2019) of Nuveen Alternative Advisors LLC; Chairman (since 2019) of Churchill Asset Management LLC. | ||
Stuart J. Cohen | Managing Director and Head of Legal | Managing Director and Assistant Secretary (since 2002) of Nuveen Securities, LLC; Managing Director (since 2007) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary (since 2019) of Teachers Advisors, LLC; Managing Director, General Counsel and Assistant Secretary (since 2019) of TIAA-CREF Investment Management, LLC; Vice President and Assistant Secretary (since 2008) of Winslow Capital Management, LLC. | ||
Travis M. Pauley | Managing Director and Chief Compliance Officer | Regional Head of Compliance and Regulatory Legal (2013-2020) of AXA Investment Managers. | ||
Megan Sendlak | Managing Director and Controller | Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Investments, Inc., Nuveen Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021) of NIS/R&T, INC.; Vice President and Controller of Winslow Capital Management, LLC. |
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Item 32. Principal Underwriters
(a) Nuveen Securities, LLC (“Nuveen”) acts as principal underwriter to the following open-end management type investment companies: Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV, Nuveen Municipal Trust, Nuveen Managed Accounts Portfolios Trust, Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Funds, Inc., NuShares ETF Trust, TIAA-CREF Life Funds, TIAA-CREF Funds and the Registrant.
(b)
Name and Principal
Business Address |
Positions and Offices
|
Positions and Offices
|
||
Deann D. Morgan 730 Third Avenue New York, NY 10017 |
Co-Chief Executive Officer | Vice President | ||
Michael A. Perry 333 West Wacker Drive Chicago, IL 60606 |
Co-Chief Executive Officer | None | ||
William Huffman 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President | None | ||
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 |
Senior Managing Director and Assistant Secretary | Vice President and Assistant Secretary | ||
Christopher M. Rohrbacher 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and Assistant Secretary | Vice President and Assistant Secretary | ||
Lucas A. Satre 333 West Wacker Drive Chicago, IL 60606 |
Managing Director, Secretary and General Counsel | None | ||
Mark J. Czarniecki 901 Marquette Avenue Minneapolis, MN 55402 |
Vice President and Assistant Secretary | Vice President and Secretary |
(c) Not applicable.
Item 33. Location of Accounts and Records
Nuveen Fund Advisors, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Declaration of Trust, By-Laws, minutes of trustees and shareholder meetings and contracts of the Registrant and all advisory material of the investment adviser.
State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111, currently maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records not maintained by Nuveen Fund Advisors.
DST Asset Manager Solutions, Inc., P.O. Box 219140, Kansas City, Missouri 64121-9140, maintains all the required records in its capacity as transfer, dividend paying, and shareholder service agent for the Registrant.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this post-effective amendment to its registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Chicago and State of Illinois, on the 28th day of January, 2022.
NUVEEN INVESTMENT TRUST V | ||
BY: | /S/ MARK J. CZARNIECKI | |
Mark J. Czarniecki Vice President and Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date |
||||||
/S/ E. SCOTT WICKERHAM E. SCOTT WICKERHAM |
Vice President and Controller (principal financial and accounting officer) | January 28, 2022 | ||||||
/S/ CHRISTOPHER E. STICKROD CHRISTOPHER E. STICKROD |
Chief Administrative Officer (principal executive officer) | January 28, 2022 | ||||||
TERENCE J. TOTH* | Chairman of the Board and Trustee |
ü
ï ï ï ï ï ï ï ï ï ï ï ý ï ï ï ï ï ï ï ï ï ï ï þ |
By: |
/S/ MARK J. CZARNIECKI MARK J. CZARNIECKI
Attorney-in-Fact
|
||||
JACK B. EVANS* | Trustee | |||||||
WILLIAM C. HUNTER* | Trustee | |||||||
AMY B.R. LANCELLOTTA* | Trustee | |||||||
JOANNE T. MEDERO* | Trustee | |||||||
ALBIN F. MOSCHNER* | Trustee | |||||||
JOHN K. NELSON* | Trustee | |||||||
JUDITH M. STOCKDALE* | Trustee | |||||||
CAROLE E. STONE* | Trustee | |||||||
MATTHEW THORNTON III* | Trustee | |||||||
MARGARET L. WOLFF* | Trustee | |||||||
ROBERT L. YOUNG* | Trustee |
* |
An original power of dated November 19, 2020 or June 1, 2021 attorney authorizing, among others, Mark J. Czarniecki and Christopher M. Rohrbacher to execute this registration statement, and amendments thereto, for each of the trustees of the Registrant on whose behalf this registration statement is filed, has been executed and has previously been filed with the Securities and Exchange Commission and is incorporated by reference herein or is filed herewith. |
EXHIBIT INDEX
Exhibit Number |
Exhibit |
|
(a)(3) | Amended and Restated Designation of Series, dated December 7, 2021. | |
(b) | By-Laws of Registrant, amended and restated as of October 20, 2021. | |
(d)(4) | Continuance of Management Agreement between Registrant and Nuveen Fund Advisors, LLC, dated July 30, 2021. | |
(d)(7) | Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC, dated July 30, 2021. | |
(d)(8) | Amended and Restated Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC, dated December 31, 2021. | |
(e)(4) |
Renewal of Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated August 13, 2021. |
|
(h)(6) | Funds of Funds Investment Agreement for TIAA-CREF Funds of Funds as Acquiring Funds and Nuveen Funds/ETFs as Acquired Funds, dated January 19, 2022. | |
(h)(7) | Rule 12d1-4 Investment Agreement between Registrant and VanEck ETF Trust, dated January 19, 2022. | |
(h)(8) | Rule 12d1-4 Investment Agreement between Registrant, Thrivent Mutual Funds and Thrivent Series Fund, Inc., dated January 19, 2022. | |
(h)(9) | Rule 12d1-4 Investment Agreement between Registrant and MainStay Funds Trust, dated January 19, 2022. | |
(h)(10) | Rule 12d1-4 Investment Agreement between Registrant and Litman Gregory Funds Trust, dated January 21, 2022. | |
(j) | Consent of Independent Registered Public Accounting Firm, dated January 27, 2022. | |
(p)(1) | Code of Ethics, as amended August 9, 2021. | |
(q)(2) | Original Powers of Attorney of Mss. Lancellotta and Medero, dated June 1, 2021. | |
101.INS | XBRL Instance Document—the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | XBRL Taxonomy Extension Schema Document. | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
NUVEEN INVESTMENT TRUST V
AMENDED AND RESTATED DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST
WHEREAS, pursuant to Section 2 of Article IV of the Declaration of Trust dated September 27, 2006 (the Declaration), of Nuveen Investment Trust V, a Massachusetts business trust (the Trust), the Trustees of the Trust, on September 27, 2006 established and designated one series of Shares (as defined in the Declaration) of the Trust by the execution of instruments establishing and designating such series and setting forth the special and relative rights of such series (the Designation). Such series was entitled: Nuveen Preferred Securities Fund;
WHEREAS, the Trustees of the Trust, effective August 24, 2009, amended and restated the Designation to establish and designate one additional series of Shares, Nuveen NWQ Preferred Securities Fund;
WHEREAS, the Trustees of the Trust, effective March 12, 2012, changed the name of the Nuveen NWQ Preferred Securities Fund to Nuveen NWQ Flexible Income Fund;
WHEREAS, the Trustees of the Trust, effective April 18, 2012, amended and restated the Designation to establish and designate two additional series of Shares, Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund;
WHEREAS, the Trustees of the Trust, effective May 26, 2016, established and designated two additional series of Shares, Nuveen Multi-Asset Income Fund and Nuveen Multi-Asset Income Tax-Aware Fund;
WHEREAS, on April 24, 2017 Nuveen Gresham Long/Short Commodity Strategy Fund was liquidated and terminated as a series of the Trust pursuant to approval by the Trustees at meetings held February 21-23, 2017;
WHEREAS, the Trustees of the Trust, effective September 29, 2017, amended and restated the Designation, to change the name of the series designated Nuveen Preferred Securities Fund to Nuveen Preferred Securities and Income Fund;
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WHEREAS, the Trustees of the Trust, effective December 14, 2017, amended and restated the Designation, to establish and designate an additional series of Shares, Nuveen Global Real Estate Securities Fund;
WHEREAS, the Trustees of the Trust, effective March 15, 2018, amended and restated the Designation, to establish and designate an additional series of Shares, Nuveen Gresham Managed Futures Strategy Fund;
WHEREAS, on September 15, 2018 Nuveen Multi-Asset Income Tax Aware Fund was liquidated and terminated as a series of the Trust pursuant to approval by the Trustees at meetings held August 7-9, 2018;
WHEREAS, on May 17, 2019 Nuveen Multi-Asset Income Fund was liquidated and terminated as a series of the Trust pursuant to approval by the Trustees at meetings held April 17-18, 2019;
WHEREAS, on July 24, 2020 Nuveen Gresham Diversified Commodity Strategy Fund was liquidated and terminated as a series of the Trust pursuant to approval by the Trustees at meetings held May 18-21, 2020; and
WHEREAS, on November 20, 2020 Nuveen Gresham Managed Futures Strategy Fund was liquidated and terminated as a series of the Trust pursuant to approval by the Trustees at a meeting held September 22, 2020;
WHEREAS, the Trustees of the Trust, effective December 31, 2021, desire to amend and restate the Designation solely to change the name of the series designated Nuveen NWQ Flexible Income Fund to Nuveen Flexible Income Fund;
NOW THEREFORE, the Trustees of the Trust, effective December 31, 2021, hereby amend and restate the Designation as follows:
1. |
The following Funds are established and designated: |
Nuveen Global Real Estate Securities Fund |
Nuveen Flexible Income Fund |
Nuveen Preferred Securities and Income Fund |
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2. Each Fund shall be authorized to hold cash, invest in securities, instruments and other property and use investment techniques as from time to time described in the Trusts then currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of such Fund. Each Share of each Fund shall be redeemable, shall be entitled to one vote (or fraction thereof in respect of a fractional share) on matters on which Shareholders of that Fund may vote in accordance with the Declaration, shall represent a pro rata beneficial interest in the assets allocated or belonging to such Fund, and shall be entitled to receive its pro rata share of the net assets of such Fund upon liquidation of such Fund, all as provided in Article IV, Sections 2 and 5 of the Declaration. The proceeds of the sale of Shares of such Fund, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to such Fund, unless otherwise required by law.
3. Shareholders of each Fund shall vote separately as a class on any matter to the extent required by, and any matter shall be deemed to have been effectively acted upon with respect to such Fund as provided in Rule 18f-2, as from time to time in effect, under the Investment Company Act of 1940, as amended, or any successor rules, and by the Declaration.
4. The assets and liabilities of the Trust shall be allocated among each Fund as set forth in Article IV, Section 5 of the Declaration.
5. The designation of the Fund hereby shall not impair the power of the Trustees from time to time to designate additional series of Shares of the Trust.
6. Subject to the applicable provisions of the 1940 Act and the provisions of Article IV, Sections 2 and 5 of the Declaration, the Trustees shall have the right at any time and from time to time to reallocate assets and expenses or to change the designation of each Fund now or hereafter created, or to otherwise change the special relative rights of the Funds designated hereby without any action or consent of the Shareholders.
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IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of the Trust, have executed this instrument as of this 7th day of December, 2021.
/s/ Jack B. Evans |
/s/ William C. Hunter |
|||||
Jack B. Evans, | William C. Hunter, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
/s/ Amy B.R. Lancellotta |
/s/ Joanne T. Medero |
|||||
Amy B.R. Lancellotta, | Joanne T. Medero, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
/s/ Albin F. Moschner |
/s/ John K. Nelson |
|||||
Albin F. Moschner, | John K. Nelson, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
/s/ Judith M. Stockdale |
|
|||||
Judith M. Stockdale, | Carole E. Stone, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
/s/ Matthew Thornton III |
/s/ Terence J. Toth |
|||||
Matthew Thornton III, | Terence J. Toth, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
/s/ Margaret L. Wolff |
/s/ Robert L. Young |
|||||
Margaret L. Wolff, | Robert L. Young, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 |
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IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of the Trust, have executed this instrument as of this 8th day of December, 2021.
|
|
|||||
Jack B. Evans, | William C. Hunter, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
|
|
|||||
Amy B.R. Lancellotta, | Joanne T. Medero, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
|
|
|||||
Albin F. Moschner, | John K. Nelson, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
|
/s/ Carole E. Stone |
|||||
Judith M. Stockdale, | Carole E. Stone, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
|
|
|||||
Matthew Thornton III, | Terence J. Toth, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
|
|
|||||
Margaret L. Wolff, | Robert L. Young, | |||||
as Trustee | as Trustee | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 |
BY-LAWS
OF
NUVEEN OPEN END FUNDS
ORGANIZED AS
MASSACHUSETTS BUSINESS TRUSTS
(Amended and Restated as of October 20, 2021)
ARTICLE I
DECLARATION OF TRUST AND OFFICES
Section 1.1 The Trust; Declaration of Trust. These are the By-Laws of each Trust listed on Exhibit A, each a Massachusetts business trust established by its own Declaration of Trust (each such Trust being referred to individually as the Trust) and each series of such Trust (each such series being referred to individually as a Series). The Trust shall be subject to the Declaration of Trust, as from time to time in effect (the Declaration of Trust). Each Shareholder of a Series of the Trust, by virtue of having become a Shareholder, shall be held to have expressly assented and agreed to be bound by the terms of the Declaration of Trust and these By-Laws.
Section 1.2 Registered Agent. The registered agent of the Trust in the Commonwealth of Massachusetts shall be CT Corporation System, 155 Federal Street, Boston, Massachusetts, or such other agent as may be fixed by the Trustees.
Section 1.3 Other Offices. The Trust may have such other offices and places of business within or without the Commonwealth of Massachusetts as the Trustees shall determine.
ARTICLE II
SHAREHOLDERS
Section 2.1 Place of Meetings.
(a) Meetings of the Shareholders may be held at such place or places within or without the Commonwealth of Massachusetts as shall be fixed by the Trustees or by the officers of the Trust and stated in the notice of the meeting, or in accordance with the following paragraph (b).
(b) Notwithstanding anything to the contrary in these By-Laws, the Trustees or the officers of the Trust may determine at any time, including, without limitation, after the calling of any meeting of Shareholders, that any meeting of Shareholders be held solely by means of remote communication or both at a physical location and by means of remote communication. Notwithstanding anything to the contrary in these By-Laws, if it is determined after notice of the meeting has been delivered to Shareholders that participation by Shareholders in the meeting shall or may be conducted by means of remote communication, announcement of such change may be made at any time by press release or any other means as may be permitted or required by applicable law. Shareholders and proxy holders entitled to be present and to vote at the meeting that are not physically present at such a meeting but participate by means of remote communication shall be considered present in person for all purposes under these By-
Laws and may vote at such a meeting. Subject to any guidelines and procedures that the Trustees or the officers of the Trust may adopt, any meeting at which Shareholders or proxy holders are permitted to participate by means of remote communication shall be conducted in accordance with the following, except to the extent otherwise permitted by the federal securities laws and the rules thereunder applicable to the Trust, including any exemptive, interpretive or other relief (including no-action relief) or guidance issued by the Securities and Exchange Commission or the Staff of the Securities and Exchange Commission.
(i) The Trust shall implement, at the direction of the Chief Administrative Officer or his or her designee, reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a Shareholder or proxy holder;
(ii) The Trust shall implement, at the direction of the Chief Administrative Officer or his or her designee, reasonable measures to provide the Shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and
(iii) In the event any Shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the Trust.
Section 2.2 Regular Meetings. There shall be no annual or other regular meetings of Shareholders except as otherwise required by applicable law.
Section 2.3 Special Meetings.
(a) Special meetings of the Shareholders for any purpose or purposes may be called by the Trustees.
(b) Special meetings of the Shareholders must be called upon the written request of holders of at least one-tenth of the outstanding shares of beneficial interest entitled to vote at such meeting (the Required Shares). In order to be deemed properly submitted to the Trust, a written request of Shareholders to call a special meeting (a Special Meeting Request) must comply with this Section 2.3(b).
(i) Any Shareholder(s) seeking to request a special meeting shall send the Special Meeting Request to the Secretary by registered mail, return receipt requested, requesting the Secretary to call a special meeting. Proof of the requesting Shareholders ownership of the Required Shares at the time of giving the Special Meeting Request must accompany the requesting Shareholders Special Meeting Request. The Special Meeting Request shall: (1) set forth the purpose of the meeting, which must be to act on a matter upon which the requesting Shareholder(s) are entitled to vote under the terms of the Declaration of Trust, (2) be signed by each requesting Shareholder (or its duly authorized agent), (3) bear the date of signature of each requesting Shareholder (or its duly authorized agent), (4) set forth all information that each requesting Shareholder, and with respect to the beneficial owners of Required Shares on whose behalf such request is being made, each
2
such beneficial owner of Shares, would be required to disclose in a proxy statement or other filings required to be made in connection with solicitations of proxies with respect to the proposed business to be brought before the meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations thereunder, whether or not such Person intends to deliver a proxy statement or solicit proxies, and (5) include or be accompanied by all additional information required by Section 2.6 of these By-Laws. If information submitted pursuant to this Section 2.3(b)(i) shall be incomplete or inaccurate at the time of its submission to the Trust, the Special Meeting Request shall be ineffective for failure to satisfy the requirements of these By-Laws.
(ii) Upon receiving a properly submitted Special Meeting Request, the Trustees shall in their discretion fix a date for the special meeting. In fixing a date for any special meeting, the Trustees may consider such factors as they deem relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Trustees to call a special meeting.
(iii) Any requesting Shareholder (or its duly authorized agent) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary.
(iv) If written revocation of the Special Meeting Request has been delivered to the Secretary by one or more requesting Shareholders and the result of such revocation(s) is that holders of less than the Required Shares have delivered, and not revoked, requests for a special meeting to the Secretary: (1) if the notice of meeting has not already been delivered, the Secretary shall refrain from delivering the notice of the meeting and send to all requesting Shareholders who have not revoked such requests written notice of such revocations and written notice that the Trust intends to not deliver notice of the meeting, or (2) if the notice of meeting has been delivered and if the Secretary first sends to all requesting Shareholders who have not revoked such requests written notice of such revocations and written notice of the Trusts intention to revoke the notice of the meeting or for the chair of the meeting to adjourn the meeting without action on the matter, (A) the Secretary may revoke the notice of the meeting at any time at least ten (10) days before the commencement of the meeting or (B) the chair of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any Special Meeting Request received after a revocation by the Secretary of a notice of a meeting shall be considered a request for a new special meeting.
(v) The Trustees or an officer of the Trust may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the Secretary until the earlier of (1) five (5) business days after actual receipt by the Secretary of such purported request and (2) such date as the independent inspectors certify to the Trust that the valid requests received by the Secretary represent holders of not less than the Required Shares. Nothing contained in this paragraph
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(v) shall in any way be construed to suggest or imply that the Trust or any Shareholder shall not be entitled to contest the validity of any request, whether during or after such five (5) business day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
(c) No business shall be conducted at a special meeting of the Shareholders except such business as shall be set forth in the Trusts notice of meeting, in accordance with the procedures set forth in this Section 2.3 and in compliance with Section 2.5 and Section 2.6 of these By-Laws and Article IX of the Declaration of Trust. If the chair of a special meeting determines that proposed business was not properly brought before such meeting in accordance with this Section 2.3(c), the chair of the meeting shall declare to the meeting that the proposed business was not properly brought before the meeting and such proposed business shall not be transacted; provided, however, that such proposed business shall not be presumed to be valid in the absence of such a declaration. Determinations of the chair of a meeting pursuant to this Section 2.3(c) shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.
Section 2.4 Chair and Secretary of Meetings.
(a) The Secretary of the Trust, or another officer designated by the Secretary of the Trust, shall serve as chair of the meeting. If neither the Secretary of the Trust nor any other officer designated by the Secretary of the Trust to serve as chair is present (in person or by means of remote communication) at the meeting, Shareholders may designate a chair of the meeting by the vote of a majority of the votes cast by Shareholders present in person or by proxy. The chair of the meeting may by means of remote communication call the meeting to order, preside at the meeting and adjourn the meeting in accordance with Section 2.12 of these By-Laws, regardless of whether such meeting is held in person or by means of remote communication.
(b) An individual appointed by the Trustees or, in the absence of such appointment, an individual appointed by the chair of the meeting shall act as secretary of the meeting. The secretary of the meeting may participate in the meeting by means of remote communication, regardless of whether such meeting is held in person or by means of remote communication.
Section 2.5 Notice of Meetings. Notice of all meetings stating the time, place and purpose or purposes of the meeting shall be delivered to each Shareholder entitled to vote at the meeting not less than ten (10) nor more than one hundred twenty (120) days prior to the date set for the meeting. For any matter to be properly before any meeting, the matter must be (i) specified in the notice of meeting given by or at the direction of the Chief Administrative Officer or the Trustees or (ii) brought before the meeting by a Shareholder in the manner specified in Section 2.6 of these By-Laws.
Section 2.6 Requirements for Matters to be Considered.
(a) With the exception of Shareholder proposals duly submitted in accordance with the requirements of Rule 14a-8 under the Exchange Act (or any successor provision thereto) upon which a requesting Shareholder is entitled to vote and required to be included therein by applicable law, only matters proposed by the Chief Administrative Officer or the Trustees may be included in the Trusts proxy materials.
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(b) In the event that the Trust has called a special meeting of Shareholders for the purpose of electing one or more individuals as Trustees, a Shareholder may nominate an individual or individuals (as the case may be) for election as Trustee at such meeting only by (1) complying with all requirements under all applicable federal and state laws, including the Exchange Act and the rules and regulations thereunder, and the Declaration of Trust and these By-Laws, and (2) providing written notice (the Nomination Notice) that is delivered to or mailed and received at the principal executive offices of the Trust not more than one hundred twenty (120) days prior to the date set for the meeting and not later than the close of business on the later of (x) the date ninety (90) days prior to the date set for the meeting or (y) the earlier of (i) the tenth (10th) business day following the date the meeting and the number of Trustees to be elected at such meeting is first publicly announced or disclosed or (ii) five (5) days prior to the date set for the meeting.
(c) Any such Nomination Notice shall include:
(i) a statement in writing setting forth with respect to each individual proposed to be nominated for election as a Trustee of the Trust (each a Proposed Nominee):
(1) the name, age, date of birth, business address, residence address and nationality of such Proposed Nominee;
(2) the class and number of all Shares of each Series of the Trust owned of record or beneficially by such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, as reported to such Shareholder by such Proposed Nominee;
(3) the name of each nominee holder of Shares owned beneficially but not of record by such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, and the number of such Shares held by each such nominee holder;
(4) a description of any agreement, arrangement or understanding, whether written or oral (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares), that has been entered into as of the date of the Nomination Notice or on behalf of such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, with respect to Shares of any Series of the Trust;
(5) any other information regarding such Proposed Nominee required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Exchange Act (or any successor provision thereto);
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(6) a description of all agreements, arrangements or understandings (whether written or oral) between such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee related to such nomination and any material interest of such Proposed Nominee Associate in such nomination, including any anticipated benefit therefrom to such Proposed Nominee Associate;
(7) a description of all agreements, arrangements or understandings (whether written or oral) between such Proposed Nominee or each Proposed Nominee Associate of such Proposed Nominee and the nominating Shareholder or any Shareholder Associate of such nominating Shareholder related to such nomination, including with respect to the voting of any matters to come before the Trustees or any anticipated benefit therefrom to such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee;
(8) a description of all commercial and professional relationships and transactions between or among such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, and any other Person or Persons known to such Proposed Nominee or any Proposed Nominee Associate of such Proposed Nominee to have a material interest in such nomination;
(9) a representation as to whether such Proposed Nominee is or will be an interested person (as defined in the 1940 Act) of the Trust and information regarding such Proposed Nominee that will be sufficient, in the discretion of the Trustees, to make such determination;
(10) a representation as to whether such Proposed Nominee satisfies the qualifications of persons nominated or seated as Trustees as set forth in Section 3.10 of these By-Laws, together with information regarding such Proposed Nominee that will be sufficient, in the discretion of the Trustees, to examine such representation;
(11) a representation as to whether such Proposed Nominee meets all applicable legal requirements relevant to service as a Trustee, including, but not limited to, Rule 10A-3 under the Exchange Act (or any successor provision thereto), Article 2-01 of Regulation S-X under the Exchange Act with respect to the Trusts independent registered public accounting firm (or any successor provision thereto) and any other criteria established by the 1940 Act related to service as a trustee of a management investment company or the permitted composition of the board of trustees of a management investment company, together with information
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regarding such Proposed Nominee that will be sufficient, in the discretion of the Trustees, to examine such representation; and
(12) any other information regarding such Proposed Nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of Trustees pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, whether or not the nominating Shareholder intends to deliver a proxy statement or solicit proxies;
(ii) the written and signed consent of each Proposed Nominee to be named as a nominee and to serve as a Trustee if elected; and
(iii) the written and signed certification of each Proposed Nominee that (a) all information regarding such Proposed Nominee included in and/or accompanying the Nomination Notice is true, complete and accurate, (b) such Proposed Nominee is not, and will not become a party to, any agreement, arrangement or understanding (whether written or oral) with any Person other than the Trust in connection with service or action as a Trustee of the Trust that has not been disclosed to the Trust, (c) the Proposed Nominee satisfies the qualifications of persons nominated or seated as Trustees as set forth in Section 3.10 of these By-Laws at the time of their nomination, and (d) such Proposed Nominee will continue to satisfy the qualifications of persons nominated or seated as Trustees as set forth in Section 3.10 of these By-Laws at the time of their election, if elected.
(d) In addition:
(i) Each Proposed Nominee and/or any nominating Shareholder shall furnish any other information as the Trustees may reasonably request regarding any such Proposed Nominee and/or such nominating Shareholder, and such other information shall be received by the Secretary at the principal executive offices of the Trust not later than seven (7) calendar days after the first request by or on behalf of the Trustees for such other information was sent to such Shareholder, group of Shareholders or Proposed Nominee. Any request for any such other information that is not answered in a reasonably complete, accurate, diligent and good faith manner, or that is not timely received by the Trust in accordance with this Section 2.6(d)(i), will render the nomination ineffective for failure to satisfy the requirements of these By-Laws. If the same request for such other information is sent to multiple Persons, then the earliest such date and time on which such request for information was sent shall apply for the purpose of determining compliance with this Section 2.6(d)(i).
(ii) Without limiting the foregoing, each Proposed Nominee shall, as required by the Trustees, complete and duly execute a questionnaire (which questionnaire shall be provided by the Trust and designed to obtain information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such
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solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, would be necessary to establish that the Proposed Nominee satisfies the qualifications of persons nominated or seated as Trustees set forth in Section 3.10 of these By-Laws or would be necessary to comply with legal and regulatory requirements applicable to the Trust) (the Questionnaire); any Questionnaire that is not completed in a reasonably complete, diligent, accurate and good faith manner, or that is not duly executed and received by the Secretary of the Trust at the principal executive offices of the Trust not later than seven (7) calendar days after the Trustees or its designee first sends the Questionnaire to such Proposed Nominee, will render the nomination ineffective for failure to satisfy the requirements of these By-Laws.
(iii) Each Proposed Nominee shall, as required by the Trustees, sit for an interview with one or more Trustees or their representatives, which interview may, in the discretion of the Trustees, be conducted by means of remote communication. Refusal by a Proposed Nominee to participate in such interview will render the nomination ineffective for failure to satisfy the requirements of these By-Laws.
(iv) Each Proposed Nominee shall, as required by the Trustees, consent to and cooperate with a background screening conducted by a background screening company with experience in conducting background screenings of public company directors selected by the Trustees. Refusal by a Proposed Nominee to cooperate with such a background screening will render the nomination ineffective for failure to satisfy the requirements of these By-Laws.
(v) Each Proposed Nominee shall, as required by the Trustees, agree to Board Conduct Policies adopted by the Trustees pursuant to Section 3.8 of these By-Laws. Refusal by a Proposed Nominee to agree to such Board Conduct Policies will render the nomination ineffective for failure to satisfy the requirements of these By-Laws.
(e) Without limiting the foregoing, any Nomination Notice or Special Meeting Request submitted by a Shareholder shall include:
(i) a brief written statement of the reasons why the Shareholder is making the nomination or proposal; any material interest of such Shareholder and each beneficial owner, if any, on whose behalf the nomination or proposal is made in such business; and a description of and text of any proposal to be presented (including the text of any resolutions proposed for consideration); and
(ii) as to the Shareholder and each beneficial owner, if any, on whose behalf the nomination or proposal is made:
(1) the name and address of such Shareholder, as they appear on the Trusts books, and of such beneficial owners;
(2) the class or series and number of Shares which are owned beneficially and of record by such Shareholder and such beneficial owners and their respective Shareholder Associates;
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(3) the name of each nominee holder of Shares owned beneficially but not of record by such Shareholder and such beneficial owners and their respective Shareholder Associates, and the number of such Shares held by each such nominee holder;
(4) a description of any agreement, arrangement or understanding (whether written or oral) with respect to the nomination or proposal between or among such Shareholder and such beneficial owners, any of their respective Shareholder Associates, and any others Person or Persons (including their names) in connection with the proposal of such business and any material interest of such Person in such business, including any anticipated benefit therefrom to such Person;
(5) a description of any agreement, arrangement or understanding, whether written or oral (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares), that has been entered into by, or on behalf of, such Shareholder and such beneficial owners or their respective Shareholder Associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Shareholder or such beneficial owners or their respective Shareholder Associates, with respect to Shares of the Trust; and
(6) a description of all commercial and professional relationships and transactions between or among such Shareholder and such beneficial owners or their respective Shareholder Associates, and any other Person or Persons known to such Shareholder and such beneficial owners or their respective Shareholder Associates to have a material interest in the matter that is the subject of such notice;
(iii) any other information relating to the Shareholder and each beneficial owner, if any, on whose behalf the nomination or proposal is made that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such Person with respect to the proposed business to be brought by such Person before the special meeting pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, whether or not the Shareholder submitting the Nomination Notice or Special Meeting Request intends to deliver a proxy statement or solicit proxies;
(iv) a representation that the Shareholder is a holder of record of Shares of the Trust entitled to vote on such nomination or proposal at such meeting and intends to appear in person or by proxy at the meeting to make such nomination or proposal; and
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(v) a representation whether the Shareholder or each beneficial owner, if any, on whose behalf the nomination or proposal is made is part of, or intends to form, a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Trusts outstanding Shares required to elect the nominee or approve or adopt the proposal and/or (2) otherwise to solicit proxies from Shareholders in support of such nomination or proposal.
(f) If information submitted pursuant to this Section 2.6 by a Shareholder providing a Nomination Notice or a Proposed Nominee shall be incomplete or inaccurate at the time of its submission to the Trust, the Nomination Notice shall be ineffective for failure to satisfy the requirements of these By-Laws.
(g) If information submitted pursuant to this Section 2.6 by a Shareholder providing a Nomination Notice or a Proposed Nominee shall subsequently become incomplete or inaccurate in any way, such Shareholder or Proposed Nominee shall notify the Trust in writing of any inaccuracy or change and update and supplement such information to cause it to be complete and accurate within seven (7) calendar days of becoming aware of such inaccuracy. If such Shareholder or Proposed Nominee fails to provide such written notification and update within such period, the information that was or becomes inaccurate shall be deemed not to have been provided in accordance with this Section 2.6 and, accordingly, will render the Nomination Notice ineffective for failure to satisfy the requirements of these By-Laws.
(h) Upon written request by the Secretary of the Trust or the Trustees, a Shareholder providing a Nomination Notice or a Proposed Nominee shall provide, within seven (7) calendar days of the sending of such request, a written certification of the accuracy of all information submitted by such Shareholder or Proposed Nominee pursuant to this Section 2.6 (as updated or supplemented pursuant to paragraph (g)) as of the date of such written request. Failure to provide such written certification in a timely manner will render the Nomination Notice ineffective for failure to satisfy the requirements of these By-Laws.
(i) Within seven (7) calendar days after the record date for determining the Shareholders entitled to receive notice of the meeting of Shareholders, a Shareholder providing a Nomination Notice and a Proposed Nominee shall provide a written certification of the accuracy of all information submitted by each of them pursuant to this Section 2.6 (as updated or supplemented pursuant to paragraph (g)) as of the record date. Failure to provide such written certification in a timely manner will render the Nomination Notice ineffective for failure to satisfy the requirements of these By-Laws.
(j) The notice requirements of this Section 2.6 shall be deemed satisfied by a Shareholder with respect to business other than a nomination if the Shareholder has notified the Trust in compliance with Rule 14a-8 promulgated under the Exchange Act (or any successor provision of law) of his, her or its intention to present a proposal upon which such Shareholder is entitled to vote at a meeting of Shareholders and such Shareholders proposal has been included in a proxy statement that has been prepared by the Trust to solicit proxies for such special meeting. Nothing in this Section 2.6(j) shall limit the Trusts ability to exclude such a proposal in accordance with Rule 14a-8 (or any successor provision thereto).
(k) In no event shall an adjournment or postponement (or a public announcement thereof) of a meeting of Shareholders commence a new time period (or extend any time period) for the giving of notice as provided in this Section 2.6.
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(l) Except as otherwise provided by law, the chair of any meeting of Shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty:
(i) to determine whether a nomination or proposal was made or proposed, as the case may be, in accordance with the procedures set forth in Section 2.6 (including whether the Shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such Shareholders nominee or proposal in compliance with such Shareholders representation as required by Section 2.6), and
(ii) if any nomination or proposal was not made or proposed in compliance with Section 2.6, to declare that such nomination or proposal shall be disregarded; provided, however, that such nomination or proposal shall not be presumed to be valid in the absence of such a declaration.
(m) Determinations by the Trustees or the chair of a meeting of Shareholders with respect to the compliance of any proposed nomination or business and/or any information submitted to the Trust by a Shareholder or Proposed Nominee pursuant to this Section 2.6 shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.
(n) Notwithstanding anything to the contrary in this Section 2.6 or otherwise in these By-Laws, unless required by applicable law, no matter shall be considered at or brought before any meeting of Shareholders unless such matter has been deemed a proper matter for Shareholder action by the Chief Administrative Officer or the Trustees.
Section 2.7 Quorum and Action.
(a) The holders of one-third of the Shares entitled to vote at a meeting are a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, the Shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required for a quorum. For the purposes of establishing whether a quorum is present, all Shares entitled under the provisions of the Declaration of Trust or these By-Laws to vote at the meeting and present in person or by properly submitted proxy, including abstentions and broker non-votes, shall be counted.
(b) The Shareholders shall take action by the affirmative vote of the holders of a majority of the Shares present and entitled to vote at a meeting of Shareholders at which a quorum is present, except as may be otherwise required by the 1940 Act and the Declaration of Trust; provided that, with respect to the election of Trustees, the affirmative vote of a plurality of the Shares present and entitled to vote at a meeting of Shareholders at which a quorum is present shall be the act of the Shareholders with respect to such matter.
(c) Any purported vote of any Shareholders at any meeting of Shareholders that does not meet the requirements of applicable state or federal law may be disregarded as invalid if so determined by the Trustees or the chair of such meeting. In such event, such Shares may nevertheless be counted for purposes of determining whether or not a quorum is present at such meeting.
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Section 2.8 Voting.
(a) At each meeting of Shareholders, every holder of Shares then entitled to vote may vote in person or by proxy and, except as otherwise provided by the 1940 Act or the Declaration of Trust, shall have one vote for each Share, and a proportional fractional vote for each fractional Share, registered in his or her or its name.
(b) On any matter submitted to a vote of the Shareholders of the Trust, all Shares of all Series and Classes then entitled to vote shall be voted together, except that (i) when required by the 1940 Act to be voted by individual Series or Class, Shares shall be voted by individual Series or Class, and (ii) when the Trustees have determined that the matter affects only the interests of Shareholders of one or more Series or Classes, only Shareholders of such one or more Series or Classes shall be entitled to vote thereon.
(c) Whenever a matter is required to be voted upon by Shareholders of the Trust in the aggregate under the Declaration or these By-Laws, the Trust may either hold a meeting of Shareholders of all Series to vote on such matter, or hold separate meetings of Shareholders of one or more of the individual Series to vote on such matter, provided that (i) such separate meetings shall be held within one year of each other and (ii) a quorum of the individual Series shall be present at each such separate meeting, and the votes of Shareholders at all such separate meetings shall be aggregated in order to determine if sufficient votes have been cast for such matter to be approved.
(d) Only Shareholders who are owners of record on the books of the Trust with respect to a Series or Class of such Series on the applicable record date will be entitled to vote on a matter. For the avoidance of doubt, the Trust shall be entitled to rely on any vote cast by a Shareholder and, without any further or independent investigation, shall deem any vote cast by a Shareholder that holds of record Shares on behalf of one or more beneficial owners of Shares to have been taken in accordance with all applicable laws and regulations governing the relationship between the Shareholder and its beneficial owners and/or any contractual provision or other arrangement with any beneficial owner of Shares holding through such Shareholder.
Section 2.9 Proxy Representation. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Trustees or officers may direct, for verification prior to the time at which such vote shall be taken. In connection with the solicitation of proxies by the Trustees, a Shareholder may give instructions, through telephonic or electronic methods of communication or via the Internet, for another person to execute his or her proxy if, in each case, such method has been authorized by the Trust by its officers, and pursuant in each case to procedures established or approved by the officers of the Trust or agents employed by the Trust for such purpose as reasonably designed to verify that such instructions have been authorized by such Shareholder; and the placing of a Shareholders name on a proxy pursuant to such instructions shall constitute execution of such proxy by or on behalf of such Shareholder. Pursuant to a vote of the Trustees, proxies may be solicited by the Trustees in the name of one or more Trustees and/or one or more of the officers of the Trust, in each case with right of substitution. If a proxy is solicited by any Person other than the Trustees, such a proxy may be authorized by a Shareholder only by written instrument or through telephonic or electronic methods of communication or via the Internet pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder. When any Share is
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held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting, in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share, but shall be counted as present at the meeting for all other purposes. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, such Share may be voted by such guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any postponement or adjournment of a meeting, and no proxy shall be valid after eleven months from its date unless a longer period is expressly provided in the appointment. No appointment is irrevocable unless the appointment is coupled with an interest in the Shares or in the Trust. A Shareholder who has submitted a proxy may revoke or withdraw the proxy with respect to any matter to be considered at a meeting or any adjournment or postponement thereof if such revocation or withdrawal is properly received prior to the vote on that matter, by delivering a duly executed proxy bearing a later date or by attending the meeting or the adjournment or postponement thereof and voting in person on the matter or matters. The determination by the Trust to accept or reject the validity of a proxy purported to be executed by a Shareholder, in the reasonable judgment of the Secretary or such other officer or agent authorized to determine the authenticity, validity and effect of proxies, acting in good faith, shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.
Section 2.10 Inspectors of Election. In advance of any meeting of Shareholders, the Trustees, or at any such meeting, the Trustees or the chair of the meeting, may appoint one or more persons to act as inspectors of election at the meeting or any adjournment thereof (Inspectors of Election). Unless otherwise instructed by the Trustees, or by the chair of the meeting, the Inspectors of Election shall (a) determine (i) the number of Shares outstanding on the record date and entitled to vote and the number of such Shares represented at the meeting, (ii) the existence of a quorum, and (iii) the authenticity, validity and effect of proxies; (b) receive votes, ballots or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (iv) count and tabulate all votes and consents and determine the results; and (v) take such other actions as may be proper to conduct the election or vote.
Section 2.11 Conduct of Meetings. The Trustees may adopt by resolution such rules and regulations for the conduct of any meeting of the Shareholders as they shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Trustees, or if no such rules and regulations are so adopted, the chair of any meeting of Shareholders shall have the authority to prescribe such rules, regulations and procedures and to take all such actions as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Trustees or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at and participation in the meeting to Shareholders, their duly authorized and constituted proxies or such other Persons as the chair of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; (vi) limitations on the time allotted to questions or comments by Shareholders; and (vii) the extent to which, if any, other participants are permitted to speak.
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Section 2.12 Adjourned and Postponed Meetings. Any meeting of Shareholders, whether or not a quorum is present, may, by announcement by the chair of the meeting, be adjourned with respect to one or more or all matters to be considered at the meeting from time to time to a designated time and place (or to be held in accordance with Section 2.1(b) hereof), even if the new date of the meeting is more than one hundred twenty (120) days after the date initially set for the meeting. No notice of the adjournment need be given where the date, time and place of the meeting were announced at the time of the adjournment. Any meeting of Shareholders may be postponed prior to the meeting by the Trustees or by the officers of the Trust, and announcement of such postponement may be made by press release or other means of public communication as permitted or required by applicable law. Any adjourned or postponed meeting may reconvene or convene as designated or announced, and when a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.
Section 2.13 Action by Written Consent in Lieu of Meeting of Shareholders. See Section 6.3 of these By-Laws.
Section 2.14 Rights under Contracts. For the avoidance of doubt, unless expressly set forth therein and authorized by the Trustees, Shareholders shall have no rights, privileges, claims, or remedies under any contract or agreement entered into by the Trust or any Series with any service provider or other agent to or contractor with the Trust or any Series, including, without limitation, any third party beneficiary rights.
Section 2.15 Disclosure of Shareholder Holdings. The holders of Shares shall upon demand disclose to the Trust in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code; to comply with the requirements of any other law or regulation; or as the Trustees may otherwise decide. Ownership of Shares may be disclosed by the Trust if so required by applicable law or as the Trustees may otherwise decide, consistent with any privacy policies adopted by the Trust.
ARTICLE III
TRUSTEES
Section 3.1 Qualifications, Number, and Vacancies.
(a) Each Trustee shall be a natural person. A Trustee need not be a Shareholder, a citizen of the United States, or a resident of the Commonwealth of Massachusetts. The number of Trustees of the Trust and the filling of vacancies shall be as provided in the Declaration of Trust.
(b) The Trustees shall only be elected at a special meeting of Shareholders at which Trustees are to be elected as determined by the Trustees and set forth in the Trusts notice of meeting pursuant to Section 2.5. Shareholders may not call a special meeting for the purpose of electing Trustees, but, if Trustees are to be elected at a special meeting of Shareholders as determined by the Trustees, Shareholders may nominate individuals for election at such meeting in accordance with Section 2.6.
Section 3.2 Powers. The business and affairs of the Trust shall be managed under the direction of the Trustees. All powers of the Trust may be exercised by or under the authority of the
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Trustees, except those conferred on or reserved to the Shareholders by statute, the Declaration of Trust or these By-Laws.
Section 3.3 Meetings. Regular meetings of the Trustees may be held without notice at such times as the Trustees shall fix, except to the extent notice of such meeting is required by the Declaration of Trust, these By-Laws or applicable law, in which case at least twenty-four (24) hours notice shall be given. Special meetings of the Trustees may be called by the Chair of the Board of Trustees (the Chair) or the Chief Administrative Officer, and shall be called at the written request of two or more Trustees. Unless waived by each Trustee, twenty-four (24) hours notice of special meetings shall be given to each Trustee in person, by mail, by telephone, by means of electronic communication, or by any other means that reasonably may be expected to provide similar notice. Except as otherwise provided in these By-Laws, notice of special meetings need not state the purpose or purposes thereof. Meetings of the Trustees may be held at any place within or outside the Commonwealth of Massachusetts. Meetings of the Trustees or a committee of the Trustees may be held by any means of remote communication through which the Trustees may simultaneously hear each other or both at a physical location and by means of such remote communication, provided that the notice requirements have been met (or waived) and if the number of Trustees participating would be sufficient to constitute a quorum at such meeting. Subject to applicable law, participation in such meeting by means of remote communication constitutes presence at the meeting.
Section 3.4 Quorum and Action. A majority of the Trustees currently holding office, or in the case of a meeting of a committee of the Trustees, a majority of the members of such committee, shall constitute a quorum for the transaction of business at any meeting. If a quorum is present when a duly called or held meeting is convened, the Trustees present may continue to transact business until adjournment, even though the withdrawal of a number of Trustees originally present leaves less than the proportion or number otherwise required for a quorum. At any duly held meeting at which a quorum is present, the affirmative vote of the majority of the Trustees present shall be the act of the Trustees or the committee, as the case may be, on any question, except where the act of a greater number is required by applicable law, these By-Laws or by the Declaration of Trust.
Section 3.5 Emergencies. Notwithstanding any other provision in the Declaration of Trust or these By-Laws, this Section 3.5 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Trustees under Section 3.4 of these By-Laws cannot readily be obtained (an Emergency). During any Emergency, unless otherwise provided by the Trustees, (i) a meeting of the Trustees or a committee of the Trustees may be called by any Trustee or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Trustees during such an Emergency may be given upon less than the time period otherwise required by these By-Laws to as many Trustees and by such means as may be feasible at the time; and (iii) the number of Trustees necessary to constitute a quorum shall be one-third of the Trustees.
Section 3.6 Action by Written Consent in Lieu of Meetings of Trustees. See Section 6.3 of these By-Laws.
Section 3.7 Committees. The Trustees, by resolution adopted by the affirmative vote of a majority of the Trustees, may designate from their members an Executive Committee, an Audit Committee and any other committee or committees, each such committee to consist of two or more Trustees and to have such powers and authority (to the extent permitted by law) as may be provided in such
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resolution. Any such committee may be terminated at any time by the affirmative vote of a majority of the Trustees.
Section 3.8 Board Conduct Policies. The Trustees may from time to time require all Trustees (and any nominee or Proposed Nominee) to agree in writing as to matters of corporate governance, business ethics and confidentiality (Board Conduct Policies) while such person serves as a Trustee, such agreement to be on the terms and in a form determined satisfactory by the Trustees, as amended and supplemented from time to time in the discretion of the Trustees. Such Board Conduct Policies may provide that the Trustees may determine that willful violations by a Trustee of such Board Conduct Policies shall constitute willful misconduct by such Trustee.
Section 3.9 Ratification. The Trustees may ratify any act, omission, failure to act or determination made not to act (an Act) by the Trust or its officers to the extent that the Trustees could have originally authorized the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Trust and its Shareholders. Any Act questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or Shareholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Trustees, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned Act.
Section 3.10 Qualifications of Persons Nominated or Seated as Trustees. After any Shares have been publicly offered, only individuals satisfying the following qualification requirements applicable to all Trustees may be nominated, elected, appointed, qualified or seated (nominated or seated) to serve as a Trustee unless a majority of the Trustees then in office shall have determined by resolution that failure to satisfy a particular qualification requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Trustee or the free flow of information among Trustees or between the Trusts investment adviser and the Trustees:
(a) An individual nominated or seated as a Trustee shall not have been charged with a criminal offense involving moral turpitude, dishonesty or breach of trust.
(b) An individual nominated or seated as a Trustee shall not have been convicted or have plead guilty or nolo contendere with respect to a felony under the laws of the United States or any state thereof.
(c) An individual nominated or seated as a Trustee shall not be, and shall not at any time have been, subject to any censure, order, consent decree (including consent decrees in which the individual has neither admitted nor denied the findings) or adverse final action of any federal, state or foreign governmental or regulatory authority (including self-regulatory organizations), barring or suspending such individual from participation in or association with any investment-related business or restricting such individuals activities with respect to any investment-related business.
(d) An individual nominated or seated as a Trustee shall not have engaged in any conduct which has resulted in the Securities and Exchange Commission censuring, placing limitations on the activities, functions, or operations of, suspending, or revoking the registration of any investment adviser under Section 203(e) or (f) of the Investment Advisers Act of 1940.
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(e) An individual nominated or seated as a Trustee shall not be, and shall not at any time have been, ineligible to serve or act in the capacity of employee, officer, director, member of an advisory board, investment adviser, or depositor of any registered investment company pursuant to Section 9(a) of the 1940 Act in the absence of an exemptive order under Section 9(c) of the 1940 Act.
(f) An individual nominated or seated as a Trustee shall not have been charged, convicted, have pled guilty or nolo contendere, been subject to any censure, order, consent decree (including consent decrees in which the individual has neither admitted nor denied the findings) or final action or finding of any federal, state or foreign governmental or regulatory authority (including self-regulatory organizations) with respect to any conduct that pursuant to Section 9(b) of the 1940 Act could constitute a basis for the Securities and Exchange Commission to by order prohibit, conditionally or unconditionally, such individual from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for a registered investment company, regardless of whether or not any such prohibition has been ordered.
(g) An individual nominated or seated as a Trustee shall not fail to comply with any other criteria established by or pursuant to the 1940 Act related to service as a trustee of a management investment company.
(h) An individual nominated or seated as a Trustee shall not cause (in the case of a nomination, if seated) the Trust to fail to comply with any criteria established by or pursuant to the 1940 Act governing the permitted composition of the board of trustees of a registered investment company.
(i) An individual nominated or seated as a Trustee shall not serve as a trustee or director (or person performing similar functions) of more than three (3) companies having securities registered under the Exchange Act or treated as public reporting companies under any comparable regulatory regime (the Trust and all other investment companies having the same investment adviser or investment advisers in a control relationship with each other shall all be counted as a single company for this purpose).
(j) An individual nominated or seated as a Trustee shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, be, have been, or have been nominated or seated as, officer, general partner, manager, managing member, member of an advisory board, trustee or director (or person performing similar functions) of any investment company registered under the 1940 Act or other collective investment vehicle that would be an investment company, as defined in the 1940 Act, but for Section 3(c)(1), 3(c)(7) or 3(c)(11) of the 1940 Act (other than the Trust and other investment vehicles having the same investment adviser as the Trust or an investment adviser in a control relationship with the investment adviser of the Trust).
(k) Only individuals satisfying the following additional qualification requirements applicable to Non-Management Trustees may be nominated or seated to serve as Non-Management Trustees:
(i) An individual nominated or seated as a Non-Management Trustee shall not be an interested person (as defined in the 1940 Act) of the Trust.
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(ii) An individual nominated or seated as a Non-Management Trustee shall not be an affiliated person (as defined in the 1940 Act) of the Trust or an affiliated person of such a person.
(iii) An individual nominated or seated as a Non-Management Trustee shall not directly or indirectly own beneficially, or be a member of a group of Shareholders party to an agreement, arrangement or practice for sharing information or decisions concerning Shareholder actions or the acquisition, disposition or voting of Shares, who together directly or indirectly own beneficially five percent (5%) or more of the outstanding Shares of any Series of the Trust (each such Person and each member of such a group, a 5% Holder), may not control or act in concert with a 5% Holder, and may not be an immediate family member of a 5% Holder or of a Person who controls or acts in concert with a 5% Holder.
(iv) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such nominee shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, be or have been an employee, officer, general partner, manager, managing member, trustee or director (or person performing similar functions) of a 5% Holder or any Person in a control relationship with or who acts in concert with a 5% Holder.
(v) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such nominee shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, accept or have accepted directly or indirectly any consulting, advisory, or other compensatory fee from a 5% Holder or from any Person in a control relationship with or who acts in concert with a 5% Holder.
(vi) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such individual shall not, control or act in concert with any 12(d) Holder or any Person in a control relationship with a 12(d) Holder.
(vii) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such individual shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, be or have been an employee, officer, general partner, manager, managing member, trustee or director (or person performing similar functions) of a 12(d) Holder or any Person in a control relationship with a 12(d) Holder or who acts in concert with a 12(d) Holder.
(viii) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such individual shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, accept or have accepted any consulting, advisory, or other compensatory fee from a 12(d) Holder or a Person in a control relationship with a 12(d) Holder or who acts in concert with a 12(d) Holder.
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Section 3.11 The Chair of the Board of Trustees. The Chair shall be elected from among the Trustees. He or she shall when present, preside at all meetings of the Trustees. He or she shall perform all duties incident to the office of Chair of the Board and such other duties as from time to time may be assigned to him or her by the Trustees or by these By-Laws.
Section 3.12 No Increased Liability For Certain Trustees. The appointment, designation, or identification (including in any proxy or registration statement or other document) of a Trustee as Chair, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert) or as having experience, attributes or skills in any area, or any other appointment, designation, or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the absence of the appointment, designation, or identification, and no Trustee who has special attributes, skills, experience, or expertise, or is appointed, designated, or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation, or identification of a Trustee as aforesaid shall affect in any way that Trustees rights or entitlement to indemnification or advancement of expenses.
ARTICLE IV
OFFICERS
Section 4.1 Number and Qualifications. The officers of the Trust shall include a Chief Administrative Officer, a Controller, one or more Vice Presidents, a Treasurer, a Secretary and the Chief Compliance Officer. Any two or more offices may be held by the same person. Unless otherwise determined by the Trustees, each officer shall be appointed by the Trustees for a term which shall continue until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall have resigned or have been removed, as hereinafter provided in these By-Laws. The Trustees may from time to time elect, or delegate to the Chair or the Chief Administrative Officer, or both, the power to appoint, such officers (including one or more Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries) and such agents as may be necessary or desirable for the business of the Trust. Such other officers shall hold office for such terms as may be prescribed by the Trustees or by the appointing authority. The Chair is not deemed to be an officer of the Trust by virtue of serving as Chair.
Section 4.2 Resignations. Any officer of the Trust may resign at any time by giving written notice of his or her resignation to the Trustees, the Chair, the Chief Administrative Officer or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.3 Removal. The Chief Administrative Officer, the Controller, any Vice President, the Treasurer, the Secretary or the Chief Compliance Officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the Trustees present at a duly convened meeting of the Trustees. Any other officer may be removed at any time, with or without cause, by the Chair, the Chief Administrative Office or the Trustees.
Section 4.4 Vacancies. A vacancy in the office of the Chief Administrative Officer, the Controller, any Vice President, the Treasurer, the Secretary or the Chief Compliance Officer
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because of death, resignation, removal, disqualification or any other cause, may be filled by appointment made by the Trustees, and the vacancy of any other office may be filled by appointment made by the Chair or the Chief Administrative Officer.
Section 4.5 The Chief Administrative Officer. The Chief Administrative Officer shall be the chief executive and operating officer of the Trust and, subject to the oversight of the Board, he or she shall have general authority over and general management and control of the business and affairs of the Trust. In general, he or she shall discharge all duties incident to the offices of Chief Administrative Officer, chief executive, chief operating officer and president of the Trust and such other duties as may be prescribed by the Trustees from time to time. The Chief Administrative Officer shall be authorized to do or cause to be done all things necessary or appropriate, including preparation, execution and filing of any documents, to effectuate the registration from time to time of the Shares of the Trust with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the Securities Act). Without limiting the foregoing, the Chief Administrative Officer shall have any and all of the powers and duties, if any, assigned to the President of the Trust under the Declaration of Trust.
In the absence of the Chief Administrative Officer or in the event of his or her disability, or inability to act or to continue to act, the Trustees may appoint a temporary Chief Administrative Officer who, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Administrative Officer. In the absence of any such appointment, the Secretary shall perform the duties of the Chief Administrative Officer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Administrative Officer.
Section 4.6 Vice Presidents. Each Vice-President shall perform all such duties as from time to time may be assigned to him or her by the Trustees or the Chief Administrative Officer.
Section 4.7 Controller. The Controller shall serve as chief accounting officer and in general, perform all the duties incident to the office of Controller and such other duties as from time to time may be assigned to him or her by the Trustees or the Chief Administrative Officer.
Section 4.8 Treasurer. The Treasurer shall in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Trustees or the Chief Administrative Officer.
Section 4.9 Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Trustees, the committees of the Trustees and the Shareholders;
(b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by applicable law;
(c) be custodian of the records of the Trust, other than those kept by other officers or agents;
(d) see that the books, reports, statements, certificates and other documents and records required by applicable law to be kept and filed are properly kept and filed; and
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(e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Trustees or the Chief Administrative Officer.
Section 4.10 Chief Compliance Officer. The Chief Compliance Officer shall be the principal compliance officer of the Trust. The Chief Compliance Officer shall have the authority, duties and responsibilities of a chief compliance officer as set forth in Rule 38a-1 under the 1940 Act. The Chief Compliance Officer shall be appointed by, and may only be removed by, and his or her compensation shall be subject to approval of, the Trustees, including a majority of the Trustees who are not interested persons of the Trust within the meaning of the 1940 Act.
Section 4.11 Compensation. The compensation, if any, of all officers shall be fixed by the Trustees.
ARTICLE V
SHARES
Section 5.1 Shares. Shares shall be held on the books of the Trust by one or more transfer agents appointed in accordance with the Declaration of Trust (each, a Transfer Agent) in uncertificated form, and the record holders of such Shares shall be treated for all purposes as Shareholders under the Declaration of Trust, provided however that the Trust on behalf of a Series may issue one or more global certificates to a depository or similar agency in connection with the book-entry holding of Shares.
Section 5.2 Share Transfers. Transfers of Shares of the Trust shall be made only on the books of the Trust, as maintained by the Transfer Agent with respect to such Shares, by the registered holder thereof, or by his, her or its attorney thereunto authorized by power of attorney duly executed and filed with the Transfer Agent for such Shares. Except as may be otherwise provided by applicable law or these By-Laws, the person in whose name Shares stand on the books of the Trust (a Record Shareholder) shall be deemed the owner thereof for all purposes as regards the Trust; provided that properly documented pledges of Shares as collateral security may be accounted for by the Transfer Agent in accordance with its standard procedures with respect thereto.
Section 5.3 Regulations. The Trustees may make such additional rules and regulations, not inconsistent with these By-Laws, as they may deem expedient concerning the issue, certification, transfer and registration of Shares of the Trust.
Section 5.4 Record Date; Certification of Beneficial Owner.
(a) The Trustees may fix a date, or may authorize the officers to fix a date, not more than one hundred twenty (120) days before the date of a meeting of Shareholders as the date for the determination of the holders of Shares entitled to notice of and entitled to vote at the meeting or any adjournment thereof. In the event for any reason a new record date is set for a meeting of Shareholders, a proxy received by the Trust from a Shareholder who was a Record Shareholder on both the record date originally set for the meeting and the new record date for such meeting shall remain in full force and effect unless explicitly revoked by such Shareholder.
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(b) The Trustees may fix a date for determining Shareholders entitled to receive payment of any dividend or distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares.
(c) In the absence of a record date fixed in accordance with the provisions above, (i) the date for determination of Shareholders entitled to notice of and entitled to vote at a meeting of Shareholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before the meeting, and (ii) the date for determining Shareholders entitled to receive payment of any dividend or distribution shall be the close of business on the day on which the resolution of the Trustees is adopted.
(d) A resolution approved by the affirmative vote of a majority of the Trustees present may establish a procedure whereby a Shareholder may certify in writing to the Trust that all or a portion of the Shares registered in the name of the Shareholder are held for the account of one or more beneficial owners. Upon receipt by the Trust of the writing in accordance with such procedure, if established, the persons specified as beneficial owners, rather than the actual Shareholders, are deemed the Shareholders for the purposes specified in the writing.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Fiscal Year. The fiscal year of each Series of the Trust shall be as fixed by the Trustees of the Trust.
Section 6.2 Notice and Waiver of Notice.
(a) Any notice of a meeting required to be given under these By-Laws to Shareholders or Trustees, or both, may be waived by any such person (i) orally or in writing signed by such person before, at or after the meeting or (ii) by attendance at the meeting, including in the case of a Shareholder, by proxy.
(b) Except as otherwise specifically provided herein or by applicable law, all notices required by these By-Laws shall be printed or written, and shall be delivered either personally, by telecopy, telegraph or cable, by electronic transmission, posting on a website, or by mail or courier or delivery service, and, if mailed, shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the Shareholder or Trustee at his or her address as it appears on the records of the Trust.
Section 6.3 Action by Written Consent in Lieu of Meeting.
(a) An action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting by written action signed by all Shareholders entitled to vote on that action. The written action is effective when it has been signed by all such Shareholders, unless a different effective time is provided in the written action.
(b) An action which is required or permitted to be taken at a meeting of the Trustees or a committee of the Trustees may be taken by written action signed by the number of Trustees that would
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be required to take the same action at a meeting of the Trustees or committee, as the case may be, at which all Trustees were present. The written action is effective when signed by the required number of Trustees, unless a different effective time is provided in the written action. When written action is taken by less than all Trustees, all Trustees shall be notified immediately of its text and effective date.
Section 6.4 Provisions in Conflict with Law or Regulations. The provisions of these By-Laws are severable. If any provision of these By-Laws shall be held invalid or unenforceable, in whole or in part, in any jurisdiction, such invalidity or unenforceability shall attach only to such provision, or such part or parts thereof, in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of these By-Laws in any jurisdiction. In the event of any inconsistency between the terms of these By-Laws and the terms of the Declaration of Trust or applicable law, the terms of the Declaration of Trust or of such applicable law shall control. No provision of these By-Laws shall be effective to require a waiver of compliance with any provision of, or restrict any Shareholder rights expressly granted by, the Securities Act, the Exchange Act or the 1940 Act, or of any valid rule, regulation, or order of the Securities and Exchange Commission thereunder.
Section 6.5 Derivative and Direct Actions.
(a) No Shareholder may bring a derivative or similar action or proceeding in the right of or name of or on behalf of the Trust or any Series or Class to recover a judgment in its favor (a derivative action) unless each of the following conditions is met:
(i) The Shareholder (the Complaining Shareholder) was a Shareholder of the Trust or, if brought in the right of or name of or on behalf of a Series or Class, of the Series or Class on behalf of or in the right of or name of which the derivative action is proposed to be brought (the affected Series or Class) at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time, provided however that a claim may not be brought in the right of or name of or on behalf of the Trust unless the action or failure to act complained of affects all of the Series and Classes of the Trust in the same manner, and a claim may not be brought in the right of or name of or on behalf of a Series or Class, unless the action or failure to act complained of affects that affected Series or Class;
(ii) The Complaining Shareholder was a Shareholder of the Trust or, if brought in the right of or name of or on behalf of a Series or Class, the affected Series or Class at the time the demand required by subparagraph (iii) below was made;
(iii) Prior to the commencement of such derivative action, the Complaining Shareholder has made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the Trust or the affected Series or Class (a demand), which demand shall include at least the following:
(1) a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made, and the reasonably estimated damages or other relief sought;
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(2) a statement to the effect that the Complaining Shareholder believes in good faith that the Complaining Shareholder will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the rights of the Trust, or, if applicable, the affected Series or Class, and an explanation of why the Complaining Shareholder believes that to be the case;
(3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (a) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification;
(4) a list of all other derivative or class actions in which the Complaining Shareholder is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs, and the outcome or current status of such actions;
(5) a certification by the Complaining Shareholder of the number of Shares of the Trust or, if brought in the right of or name of or on behalf of a Series or Class, the affected Series or Class owned beneficially or of record owned beneficially or of record by the Complaining Shareholder at the time set forth in subparagraphs (i) and (ii) of this paragraph (a) and an undertaking that the Complaining Shareholder will be a Shareholder of the Trust or, if applicable, the affected Series or Class, as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer, or other disposition by the Complaining Shareholder of any such Shares within three (3) business days thereof; and
(6) an acknowledgement of paragraph (e) below; and
(iv) the derivative action has not been barred in accordance with paragraph (c) below.
(b) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand (as used in this Section 6.5, the independent Trustees) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust or the affected Series or Class, as applicable, or if the matter should be submitted to a vote of Shareholders to the extent permitted under Section 1 of Article IX of the Declaration of Trust. If, during this 90-day period, the independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, or if a decision is made to submit the matter to a vote of Shareholders, the independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period, or, if the decision is made to submit the matter to a vote of Shareholders, not to exceed such period as the Trustees shall determine is reasonable and practical for the
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submission of the matter to Shareholders (such 90-day period, as may be extended as provided hereunder, the review period). Written notice of any such decision to extend the review period shall be sent to the Complaining Shareholder, or the Shareholders counsel if represented by counsel, within five (5) business days of any decision to extend the period. Trustees who are not interested persons of the Trust (as defined in the 1940 Act) are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) the fact that such Trustee receives remuneration for his or her service as a Trustee of the Trust or as a trustee or director of one or more investment companies with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders.
(c) If the demand has been properly made under paragraph (a) of this Section 6.5, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust or the affected Series or Class, as applicable, the demand shall be rejected and the Complaining Shareholder shall not be permitted to maintain a derivative action unless the Shareholder first sustains the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively, or permit the Complaining Shareholder to proceed derivatively, provided however that any counsel representing the interests of the Trust or the affected Series or Class shall be approved by the Trustees. Notwithstanding the foregoing, in their sole discretion, the Trustees may, as and to the extent provided in Section 1 of Article IX of the Declaration of Trust, submit the matter to a vote of Shareholders of the Trust or the affected Series or Class and if so submitted, any decision by the independent Trustees to bring or maintain a court action, proceeding, or suit on behalf of the Trust shall be subject to any right of the Shareholders under Section 1 of Article IX of the Declaration of Trust to vote, by vote of a majority of the outstanding voting securities of the Trust (as defined in the 1940 Act), on whether or not such court action, proceeding, or suit should or should not be brought or maintained. Any decision by the independent Trustees to submit the matter to a vote of Shareholders, shall be made by the Trustees in their business judgment and shall be binding upon the Shareholders. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholder of any decision reached under this paragraph (c) by sending written notice to the Complaining Shareholder, or the Shareholders counsel, if represented by counsel, within five (5) business days of such decision having been reached.
(d) If notice of a decision has not been sent to the Complaining Shareholder or the Shareholders counsel within the time permitted by paragraph (c) above, and subparagraphs (i) through (iv) of paragraph (a) above have been complied with, the Complaining Shareholder shall not be barred by these By-Laws from commencing a derivative action.
(e) No Shareholder may bring a direct action claiming injury as a Shareholder of the Trust or an affected Series or Class where the matters alleged (if true) would give rise to a claim by the Trust or by the Trust on behalf of an affected Series or Class, unless the Shareholder has suffered an injury distinct from that suffered by the Shareholders of the Trust or the affected Series or Class, generally, and a
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direct action may not be brought with respect to the Trust unless the action or failure to act complained affects all of the Series and Classes of the Trust in the same manner, and a direct action may not be brought with respect to a Series or Class, unless the action or failure to act complained of affects that affected Series or Class. Without limiting the generality of the foregoing, claims to vindicate a Shareholders contractual voting rights constitute direct claims only when the alleged injury to the Shareholder relating to the claim about his, her, or its voting rights is distinct from injury alleged to be suffered by the Shareholders of the Trust, or the affected Series or Class, generally. A Shareholder bringing a direct claim must be a Shareholder of the Trust or, as applicable, the affected Series or Class against which the direct action is brought, at the time of the injury complained of, or have acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time.
(f) Any claim subject to this Section 6.5 shall be subject to Article VIII of these By-Laws.
ARTICLE VII
BOOKS AND RECORDS
Section 7.1 Inspection of Books and Records.
(a) Upon at least five (5) business days advance written notice to the Trust, a Shareholder of any Series or Class of a Series is entitled to inspect and copy, during regular business hours at the office where they are maintained, copies of any of the following records of the Trust or any Series thereof or Class of a Series thereof of which he or she is a Shareholder:
(i) the Declaration of Trust and all amendments thereto currently in effect;
(ii) these By-Laws and all amendments thereto currently in effect;
(iii) resolutions adopted by the Trustees creating one or more Series or Classes of Shares, and fixing their relative rights, preferences, and limitations, if any Shares issued pursuant to those resolutions are outstanding;
(iv) with respect to the Trust, or a Series or Class thereof, as applicable, the minutes of all Shareholders meetings, and records of all action taken by Shareholders without a meeting, for the past three (3) years;
(v) with respect to the Trust, or a Series or Class thereof, as applicable, all written communications to Shareholders generally within the past three (3) years;
(vi) a list of the names and business addresses of the current Trustees and officers; and
(vii) the most recent annual report delivered to the Secretary of State of the Commonwealth of Massachusetts.
26
(b) With respect to the Trust, or a Series or Class thereof, as applicable, upon at least five (5) business days advance written notice to the Trust, a Shareholder is entitled to inspect and copy, during regular business hours at the office where they are maintained, copies of any of the following records of the Trust, only to the extent that the written notice describes with reasonable particularity the purpose of the demand and the records the Shareholder desires to inspect, the demand is made in good faith and for a proper purpose, the records requested are directly connected with such purpose, and the Trustees shall not have determined in good faith that disclosure of the records sought would adversely affect the Trust in the conduct of its business or constitute material non-public information at the time when the Shareholders notice of demand to inspect and copy is received by the Trust:
(i) with respect to the Trust, or a Series or Class thereof, as applicable, excerpts from minutes reflecting action taken at any meeting of the Trustees, records of any action of a committee of the Trustees while acting in place of the Trustees on behalf of the Trust, minutes of any meeting of the Shareholders, and records of action taken by the Shareholders or Trustees without a meeting, to the extent not subject to inspection under Section 7.1(a);
(ii) with respect to the Trust, or a Series or Class thereof, as applicable, the financial statements of the Trust, or such Series or Class, as applicable, and the supporting schedules reasonably necessary to verify any line item on those financial statements; and
(iii) a list of the names and addresses of all Shareholders of record, in alphabetical order by Series and Class, showing the number and Class of Shares of a Series held by each Shareholder of record.
Section 7.2 Scope of Inspection.
(a) The Trust may satisfy the right of a Shareholder to copy records under Section 7.1 by furnishing to the Shareholder copies by photocopy or other means chosen by the Trust, including copies furnished through an electronic transmission or by directing the Shareholder to a publicly accessible website, if available, where copies of any such records are available electronically.
(b) The Trust may impose a reasonable charge, covering the costs of labor, material, transmission and delivery, for copies of any documents provided to the Shareholder, which charge shall not exceed the estimated cost of production, reproduction, transmission or delivery of the records.
(c) The Trust may impose reasonable restrictions on the use or distribution of records by the demanding Shareholder, including by requiring the Shareholder to enter into a confidentiality agreement on terms acceptable to the Trustees in their sole discretion.
(d) Any determinations made by the Trustees related to a Shareholders request to inspect the Trusts books and records pursuant to this Article VII, including, but not limited to, (i) whether such demand is made in good faith and for a proper purpose, (ii) whether the records requested are directly connected with such purpose, (iii) whether disclosure of the records sought would adversely affect the Trust in the conduct of its business or (iv) whether the records sought constitute material non-public information,
27
shall be conclusive and any Shareholder challenging such determination shall have the burden of proving that the Trustees acted in bad faith in making any such determination.
(e) A Shareholder of a particular Series or Class of a Series of the Trust shall not be entitled in such capacity to inspect records on behalf of any other Series or Class of Series of the Trust. No Shareholder shall have any right to inspect any records, accounts, books or documents of the Trust except as provided for by this Article VII or otherwise authorized by the Trustees.
ARTICLE VIII
EXCLUSIVE FORUM FOR CERTAIN LITIGATION; WAIVER OF JURY TRIAL
Section 8.1 Exclusive Forum for Certain Litigation. Unless the Trust consents in writing to the selection of an alternative forum, the United States District Court for the District of Massachusetts (Boston Division) or, to the extent such court does not have jurisdiction, the Business Litigation Session of the Massachusetts Superior Court in Suffolk County, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Trust, (b) any action asserting a claim of breach of any duty owed by any Trustee or officer or other employee of the Trust to the Trust or to the Shareholders of the Trust, (c) any action asserting a claim against the Trust or any Trustee or officer or other employee of the Trust arising pursuant to Massachusetts business trust law or the Declaration of Trust or these By-Laws, or (d) any other action asserting a claim against the Trust or any Trustee or officer or other employee of the Trust that is governed by the internal affairs doctrine (Covered Action). If a Shareholder or group of Shareholders bring a Covered Action in a jurisdiction other than as specified above, and venue for such Covered Action is subsequently changed through legal process to the United States District Court for the District of Massachusetts or the Superior Court of Suffolk County for the Commonwealth of Massachusetts, such Shareholder(s) shall reimburse all expenses incurred by the Trust or any other person in effecting such change of venue. This Article VIII does not apply to any claim under the U.S. federal securities laws.
Section 8.2 Waiver of Jury Trial. In any Covered Action, there shall be no right to a jury trial. THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED BY THE PARTIES TO SUCH COVERED ACTION TO THE FULLEST EXTENT PERMITTED BY LAW.
ARTICLE IX
AMENDMENTS
These By-Laws may be amended or repealed, or new By-Laws may be adopted, by a vote of a majority of the Trustees at any meeting thereof or by action of the Trustees by written consent in lieu of a meeting. These By-Laws may not be amended or repealed and new By-Laws may not be adopted by the Shareholders of the Trust.
28
ARTICLE X
DEFINITIONS
Section 10.1 Capitalized Terms. All words and terms capitalized in these By-Laws and not defined herein shall have the meaning or meanings set forth for such words or terms in the Declaration of Trust.
Section 10.2 Certain Definitions. As used in these By-Laws, the following term shall have the meanings ascribed to them:
(a) 12(d) Holder shall mean any investment fund (as defined herein), but excluding any investment fund managed by the Trusts investment adviser or an investment adviser in a control relationship with the Trusts investment adviser, and any company or companies controlled by such investment fund in the aggregate owning beneficially or of record (A) more than three percent (3%) of the outstanding voting Shares of the Trust, (B) securities issued by the Trust having an aggregate value in excess of five percent (5%) of the total assets of such investment fund and any company or companies controlled by such investment fund, (C) securities issued by the Trust and by all other investment funds having an aggregate value in excess of ten percent (10%) of the total assets of the investment fund making such investment and any company or companies controlled by the investment fund making such investment, or (D) together with other investment funds having the same investment adviser, investment manager, general partner or managing member (or investment advisers, investment managers, general partners or managing members in a control relationship) and companies controlled by such investment funds, more than ten percent (10%) of the total outstanding Shares of the Trust.
(b) 1940 Act shall mean the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.
(c) beneficial owner of a security shall mean any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (A) has or shares: (1) voting power which includes the power to vote, or to direct the voting of, such security; and/or, (2) investment power which includes the power to dispose, or to direct the disposition, of such security or (B) owns, controls or holds with power to vote such security. A Person shall be deemed to be the beneficial owner of shares if that Person has the right to acquire beneficial ownership of such shares at any time, whether or not within sixty days of the date of such determination. Beneficially own, own beneficially and related terms shall have correlative meaning.
(d) control shall mean the power to exercise a controlling influence over a Person, which in the case of a company means the power to exercise a controlling influence over the management or policies of such company, unless such power is solely the result of an official position with such company.
(e) control relationship with respect to any Person shall mean control over such Person, being controlled by such Person or being under common control with such Person.
(f) immediate family member shall mean shall mean any parent, child, spouse, spouse of a parent, spouse of a child, brother or sister (including step and adoptive relationships).
29
(g) investment fund shall mean any collective investment vehicle, including the Trust, primarily engaged in the business of investing in investment securities (as defined in the 1940 Act).
(h) Non-Management Trustee shall mean a Trustee who is not an interested person (as defined in the 1940 Act) of the Trusts investment adviser.
(i) Person shall mean and include individuals, corporations, partnerships, trusts, limited liability companies, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof.
(j) Proposed Nominee Associate of any Proposed Nominee shall mean (i) any person acting in concert with such Proposed Nominee, (ii) any beneficial owner of Shares of the Trust owned of record or beneficially by such Proposed Nominee (other than a Shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Proposed Nominee or such Proposed Nominee Associate.
(k) publicly announced or disclosed shall mean disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, in a document publicly filed by the Trust with the Securities and Exchange Commission, or in a Web site accessible to the public maintained by the Trust or by its investment adviser.
(l) Shareholder Associate of any Shareholder shall mean (i) any person acting in concert with such Shareholder, (ii) any beneficial owner of Shares of the Trust owned of record or beneficially by such Shareholder (other than a Shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Shareholder or such Shareholder Associate.
30
EXHIBIT A
NUVEEN OPEN-END FUNDS
(Organized as Massachusetts Business Trusts)
Updated as of October 20, 2021
Trust |
||
Nuveen Investment Trust |
||
Nuveen Investment Trust II |
||
Nuveen Investment Trust III |
||
Nuveen Investment Trust V |
||
Nuveen Managed Accounts Portfolio Trust |
||
Nuveen Municipal Trust |
||
Nuveen Multistate Trust I |
||
Nuveen Multistate Trust II |
||
Nuveen Multistate Trust III |
||
Nuveen Multistate Trust IV |
31
CONTINUANCE OF MANAGEMENT AGREEMENTS
Agreement made as of this 30th day of July 2021, by and between the entities listed on Appendix A (the Funds), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the Adviser), to be effective August 1, 2021.
WITNESSETH THAT:
WHEREAS, the parties hereto are the contracting parties under each certain Investment Management Agreement (the Agreements) pursuant to which the Adviser furnishes investment management and other services to each Fund ; and
WHEREAS, each Agreement terminates August 1, 2021 unless continued in the manner required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors/Trustees, at meetings held May 25-27, 2021, have approved each Agreement, as amended as set forth in Appendix B hereto, and its continuance until August 1, 2022 in the manner required by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in each Agreement the parties hereto do hereby continue each Agreement in effect until August 1, 2022 and ratify and confirm the Agreements in all respects.
On behalf of the Nuveen Funds |
||
Listed on Appendix A |
||
By: |
/s/ Mark L. Winget |
|
Vice President |
||
NUVEEN FUND ADVISORS, LLC |
||
By: |
/s/ Christopher M. Rohrbacher |
|
Managing Director |
Appendix A
As of August 1, 2021
NUVEEN CLOSED-END FUNDS
TICKER SYMBOLS | ||
Nuveen AMT-Free Municipal Credit Income Fund |
NVG |
|
Nuveen AMT-Free Municipal Value Fund |
NUW |
|
Nuveen AMT-Free Quality Municipal Income Fund |
NEA |
|
Nuveen Arizona Quality Municipal Income Fund |
NAZ |
|
Nuveen California AMT-Free Quality Municipal Income Fund |
NKX |
|
Nuveen California Municipal Value Fund |
NCA |
|
Nuveen California Quality Municipal Income Fund |
NAC |
|
Nuveen California Select Tax-Free Income Portfolio |
NXC |
|
Nuveen Core Equity Alpha Fund |
JCE |
|
Nuveen Credit Opportunities 2022 Target Term Fund |
JCO |
|
Nuveen Credit Strategies Income Fund |
JQC |
|
Nuveen Diversified Dividend and Income Fund |
JDD |
|
Nuveen Dow 30SM Dynamic Overwrite Fund |
DIAX |
|
Nuveen Dynamic Municipal Opportunities Fund |
NDMO |
|
Nuveen Emerging Markets Debt 2022 Target Term Fund |
JEMD |
|
Nuveen Enhanced Municipal Value Fund |
NEV |
|
Nuveen Floating Rate Income Fund |
JFR |
|
Nuveen Floating Rate Income Opportunity Fund |
JRO |
|
Nuveen Georgia Quality Municipal Income Fund |
NKG |
|
Nuveen Global High Income Fund |
JGH |
|
Nuveen High Income 2023 Target Term Fund |
JHAA |
|
Nuveen High Income November 2021 Target Term Fund |
JHB |
|
Nuveen Intermediate Duration Municipal Term Fund |
NID |
|
Nuveen Intermediate Duration Quality Municipal Term Fund |
NIQ |
|
Nuveen Massachusetts Quality Municipal Income Fund |
NMT |
|
Nuveen Minnesota Quality Municipal Income Fund |
NMS |
|
Nuveen Missouri Quality Municipal Income Fund |
NOM |
|
Nuveen Mortgage and Income Fund |
JLS |
|
Nuveen Multi-Market Income Fund |
JMM |
|
Nuveen Municipal Credit Income Fund |
NZF |
|
Nuveen Municipal Credit Opportunities Fund |
NMCO |
|
Nuveen Municipal High Income Opportunity Fund |
NMZ |
|
Nuveen Municipal Income Fund, Inc. |
NMI |
|
Nuveen Municipal Value Fund, Inc. |
NUV |
|
Nuveen NASDAQ 100 Dynamic Overwrite Fund |
QQQX |
|
Nuveen New Jersey Quality Municipal Income Fund |
NXJ |
|
Nuveen New York AMT-Free Quality Municipal Income Fund |
NRK |
|
Nuveen New York Municipal Value Fund |
NNY |
|
Nuveen New York Quality Municipal Income Fund |
NAN |
|
Nuveen New York Select Tax-Free Income Portfolio |
NXN |
|
Nuveen Ohio Quality Municipal Income Fund |
NUO |
|
Nuveen Pennsylvania Quality Municipal Income Fund |
NQP |
|
Nuveen Preferred & Income Opportunities Fund |
JPC |
|
Nuveen Preferred & Income Securities Fund |
JPS |
|
Nuveen Preferred and Income 2022 Term Fund |
JPT |
|
Nuveen Preferred and Income Term Fund |
JPI |
Nuveen Quality Municipal Income Fund |
NAD |
|
Nuveen Real Asset Income and Growth Fund |
JRI |
|
Nuveen Real Estate Income Fund |
JRS |
|
Nuveen S&P 500 Dynamic Overwrite Fund |
SPXX |
|
Nuveen S&P 500 Buy-Write Income Fund |
BXMX |
|
Nuveen Select Maturities Municipal Fund |
NIM |
|
Nuveen Select Tax-Free Income Portfolio 2 |
NXQ |
|
Nuveen Select Tax-Free Income Portfolio 3 |
NXR |
|
Nuveen Select Tax-Free Income Portfolio |
NXP |
|
Nuveen Senior Income Fund |
NSL |
|
Nuveen Short Duration Credit Opportunities Fund |
JSD |
|
Nuveen Taxable Municipal Income Fund |
NBB |
|
Nuveen Tax-Advantaged Dividend Growth Fund |
JTD |
|
Nuveen Tax-Advantaged Total Return Strategy Fund |
JTA |
|
Nuveen Virginia Quality Municipal Income Fund |
NPV |
NUVEEN INTERVAL FUNDS
Nuveen Enhanced High Yield Municipal Bond Fund
NUVEEN OPEN-END FUNDS
NUVEEN MUNICIPAL TRUST |
Nuveen All-American Municipal Bond Fund |
Nuveen High Yield Municipal Bond Fund |
Nuveen Intermediate Duration Municipal Bond Fund |
Nuveen Limited Term Municipal Bond Fund |
Nuveen Short Duration High Yield Municipal Bond Fund |
Nuveen Strategic Municipal Opportunities Fund |
NUVEEN MULTISTATE TRUST I |
Nuveen Arizona Municipal Bond Fund |
Nuveen Colorado Municipal Bond Fund |
Nuveen Maryland Municipal Bond Fund |
Nuveen New Mexico Municipal Bond Fund |
Nuveen Pennsylvania Municipal Bond Fund |
Nuveen Virginia Municipal Bond Fund |
NUVEEN MULTISTATE TRUST II |
Nuveen California Municipal Bond Fund |
Nuveen California High Yield Municipal Bond Fund |
Nuveen Connecticut Municipal Bond Fund |
Nuveen Massachusetts Municipal Bond Fund |
Nuveen New Jersey Municipal Bond Fund |
Nuveen New York Municipal Bond Fund |
NUVEEN MULTISTATE TRUST III |
Nuveen Georgia Municipal Bond Fund |
Nuveen Louisiana Municipal Bond Fund |
Nuveen North Carolina Municipal Bond Fund |
NUVEEN MULTISTATE TRUST IV |
Nuveen Kansas Municipal Bond Fund |
Nuveen Kentucky Municipal Bond Fund |
Nuveen Michigan Municipal Bond Fund |
Nuveen Missouri Municipal Bond Fund |
Nuveen Ohio Municipal Bond Fund |
Nuveen Wisconsin Municipal Bond Fund |
NUVEEN INVESTMENT TRUST |
Nuveen Large Cap Core Fund |
Nuveen NWQ Global Equity Income Fund |
Nuveen NWQ Multi-Cap Value Fund |
Nuveen NWQ Small-Cap Value Fund |
Nuveen NWQ Large-Cap Value Fund |
Nuveen NWQ Small/Mid-Cap Value Fund |
NUVEEN INVESTMENT TRUST II |
Nuveen Emerging Markets Equity Fund |
Nuveen Equity Long/Short Fund |
Nuveen International Growth Fund |
Nuveen NWQ International Value Fund |
Nuveen Santa Barbara Dividend Growth Fund |
Nuveen Santa Barbara Global Dividend Growth Fund |
Nuveen Santa Barbara International Dividend Growth Fund |
Nuveen Winslow International Large Cap Fund |
Nuveen Winslow International Small Cap Fund |
Nuveen Winslow Large-Cap Growth ESG Fund |
NUVEEN INVESTMENT TRUST III |
Nuveen Floating Rate Income Fund f/k/a Nuveen Symphony Floating Rate Income Fund |
Nuveen High Yield Income Fund f/k/a Nuveen Symphony High Yield Income Fund |
NUVEEN INVESTMENT TRUST V |
Nuveen Global Real Estate Securities Fund |
Nuveen NWQ Flexible Income Fund |
Nuveen Preferred Securities and Income Fund |
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST |
Municipal Total Return Managed Accounts Portfolio |
Nuveen Core Impact Bond Managed Accounts Portfolio |
NUVEEN INVESTMENT FUNDS, INC. |
Nuveen Dividend Value Fund |
Nuveen Global Infrastructure Fund |
Nuveen Credit Income Fund |
Nuveen Large Cap Select Fund |
Nuveen Mid Cap Growth Opportunities Fund |
Nuveen Mid Cap Value Fund |
Nuveen Minnesota Intermediate Municipal Bond Fund |
Nuveen Minnesota Municipal Bond Fund |
Nuveen Nebraska Municipal Bond Fund |
Nuveen Oregon Intermediate Municipal Bond Fund |
Nuveen Real Asset Income Fund |
Nuveen Real Estate Securities Fund |
Nuveen Short Term Municipal Bond Fund |
Nuveen Small Cap Growth Opportunities Fund |
Nuveen Small Cap Select Fund |
Nuveen Small Cap Value Fund |
Nuveen Strategic Income Fund |
NuSHARES ETF TRUST |
Nuveen Enhanced Yield U.S. Aggregate Bond ETF (NUAG) |
Nuveen Short-Term REIT ETF (NURE) |
Nuveen ESG Large-Cap Growth ETF (NULG) |
Nuveen ESG Large-Cap Value ETF (NULV) |
Nuveen ESG Mid-Cap Growth ETF (NUMG) |
Nuveen ESG Mid-Cap Value ETF (NUMV) |
Nuveen ESG Small-Cap ETF (NUSC) |
Nuveen Enhanced Yield 1-5 Year U.S. Aggregate Bond ETF (NUSA) |
Nuveen ESG Emerging Markets Equity ETF (NUEM) |
Nuveen ESG International Developed Markets Equity ETF (NUDM) |
Nuveen ESG U.S. Aggregate Bond ETF (NUBD) |
Nuveen ESG Large-Cap ETF (NULC) |
Nuveen ESG High Yield Corporate Bond ETF (NUHY) |
NUVEEN FUNDS
NOTICE OF CONTINUANCE OF INVESTMENT SUB-ADVISORY AGREEMENTS
WHEREAS, Nuveen Fund Advisors, LLC, a Delaware limited liability company (the Manager ) and Nuveen Asset Management, LLC, a Delaware limited liability company (the Sub-Adviser) have entered into Sub-Advisory Agreements (the Agreements), pursuant to which the Sub-Adviser furnishes investment advisory services to the funds listed on Schedule A (the Funds); and
WHEREAS, pursuant to the terms of the Agreements, the Agreements shall continue in force from year to year, provided that such continuance is specifically approved for each Fund (as defined in each Agreement) at least annually in the manner required by the Investment Company Act of 1940 and the rules and regulations thereunder.
NOW THEREFORE, this Notice memorializes between the parties that the Board of Directors/Trustees of each Fund, including the independent Directors/Trustees, at a meeting called in part for the purpose of reviewing the Agreement, have approved the continuance of the Agreement with respect to each Fund until August 1, 2022, in the manner required by the Investment Company Act of 1940.
Dated as of July 30, 2021
NUVEEN FUND ADVISORS, LLC | ||
By: | /s/ Christopher M. Rohrbacher | |
Its: | Managing Director | |
NUVEEN ASSET MANAGEMENT, LLC | ||
By: | /s/ Stuart Cohen | |
Its: | Managing Director |
Schedule A
Closed-End Fund/ticker |
Date of
Contract |
Date of
Renewal |
||
Nuveen AMT-Free Municipal Credit Income Fund (NVG) | 4-11-16 | 8-1-21 | ||
Nuveen AMT-Free Municipal Value Fund (NUW) | 10-1-14 | 8-1-21 | ||
Nuveen AMT-Free Quality Municipal Income Fund (NEA) | 10-1-14 | 8-1-21 | ||
Nuveen Arizona Quality Municipal Income Fund (NAZ) | 10-1-14 | 8-1-21 | ||
Nuveen California AMT-Free Quality Municipal Income Fund (NKX) | 10-1-14 | 8-1-21 | ||
Nuveen California Municipal Value Fund (NCA) | 10-1-14 | 8-1-21 | ||
Nuveen California Quality Municipal Income Fund (NAC) | 10-1-14 | 8-1-21 | ||
Nuveen California Select Tax-Free Income Portfolio (NXC) | 10-1-14 | 8-1-21 | ||
Nuveen Core Equity Alpha Fund (JCE) | 10-26-20 | 8-1-21 | ||
Nuveen Credit Opportunities 2022 Target Term Fund (JCO) | 12-31-20 | 8-1-21 | ||
Nuveen Credit Strategies Income Fund (JQC) | 12-31-20 | 8-1-21 | ||
Nuveen Diversified Divdend and Income Fund (JDD) | 12-31-20 | 8-1-21 | ||
Nuveen Dynamic Municipal Opportunities Fund (NDMO) | 7-10-20 | 8-1-21 | ||
Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX) | 12-5-14 | 8-1-21 | ||
Nuveen Enhanced Municipal Value Fund (NEV) | 10-1-14 | 8-1-21 | ||
Nuveen Enhanced High Yield Municipal Bond Fund | 1-13-20 | 8-1-21 | ||
Nuveen Floating Rate Income Fund (JFR) | 12-31-20 | 8-1-21 | ||
Nuveen Floating Rate Income Opportunity Fund (JRO) | 12-31-20 | 8-1-21 | ||
Nuveen Georgia Quality Municipal Income Fund (NKG) | 10-1-14 | 8-1-21 | ||
Nuveen Global High Income Fund (JGH) | 11-7-14 | 8-1-21 | ||
Nuveen High Income 2023 Target Term Fund (JHAA) | 10-24-18 | 8-1-21 | ||
Nuveen High Income November 2021 Target Term Fund (JHB) | 2-11-16 | 8-1-21 | ||
Nuveen Intermediate Duration Municipal Term Fund (NID) | 10-1-14 | 8-1-21 | ||
Nuveen Intermediate Duration Quality Municipal Term Fund (NIQ) | 10-1-14 | 8-1-21 | ||
Nuveen Massachusetts Quality Municipal Income Fund (NMT) | 10-1-14 | 8-1-21 | ||
Nuveen Minnesota Quality Municipal Income Fund (NMS) | 10-6-14 | 8-1-21 | ||
Nuveen Missouri Quality Municipal Income Fund (NOM) | 10-1-14 | 8-1-21 | ||
Nuveen Multi-Market Income Fund (JMM) | 11-19-14 | 8-1-21 | ||
Nuveen Municipal Credit Income Fund (NZF) | 4-11-16 | 8-1-21 | ||
Nuveen Municipal Credit Opportunities Fund (NMCO) | 8-8-19 | 8-1-21 | ||
Nuveen Municipal High Income Opportunity Fund (NMZ) | 10-1-14 | 8-1-21 | ||
Nuveen Municipal Income Fund, Inc. (NMI) | 10-1-14 | 8-1-21 | ||
Nuveen Municipal Value Fund, Inc. (NUV) | 10-1-14 | 8-1-21 | ||
Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX) | 12-5-14 | 8-1-21 | ||
Nuveen New Jersey Quality Municipal Income Fund (NXJ) | 10-1-14 | 8-1-21 | ||
Nuveen New York AMT-Free Quality Municipal Income Fund (NRK) | 10-1-14 | 8-1-21 | ||
Nuveen New York Municipal Value Fund (NNY) | 10-1-14 | 8-1-21 | ||
Nuveen New York Quality Municipal Income Fund (NAN) | 10-1-14 | 8-1-21 | ||
Nuveen New York Select Tax-Free Income Portfolio (NXN) | 10-1-14 | 8-1-21 | ||
Nuveen Ohio Quality Municipal Income Fund (NUO) | 10-1-14 | 8-1-21 | ||
Nuveen Pennsylvania Quality Municipal Income Fund (NQP) | 10-1-14 | 8-1-21 | ||
Nuveen Preferred & Income Opportunities Fund (JPC) | 10-1-14 | 8-1-21 | ||
Nuveen Preferred and Income 2022 Term Fund (JPT) | 11-16-16 | 8-1-21 | ||
Nuveen Preferred and Income Term Fund (JPI) | 10-1-14 | 8-1-21 | ||
Nuveen Quality Municipal Income Fund (NAD) | 10-1-14 | 8-1-21 | ||
Nuveen Real Asset Income and Growth Fund (JRI) | 10-1-14 | 8-1-21 | ||
Nuveen S&P 500 Dynamic Overwrite Fund (SPXX) | 12-1-14 | 8-1-21 | ||
Nuveen Select Maturities Municipal Fund (NIM) | 10-1-14 | 8-1-21 |
Nuveen Select Tax-Free Income Portfolio (NXP) | 10-1-14 | 8-1-21 | ||
Nuveen Select Tax-Free Income Portfolio 2 (NXQ) | 10-1-14 | 8-1-21 | ||
Nuveen Select Tax-Free Income Portfolio 3 (NXR) | 10-1-14 | 8-1-21 | ||
Nuveen Senior Income Fund (NSL) | 12-31-20 | 8-1-21 | ||
Nuveen Short Duration Credit Opportunities Fund (JSD) | 12-31-20 | 8-1-21 | ||
Nuveen Tax-Advantaged Dividend Growth Fund (JTD) | 10-1-14 | 8-1-21 | ||
Nuveen Tax-Advantaged Total Return Strategy Fund (JTA) | 12-31-20 | 8-1-21 | ||
Nuveen Taxable Municipal Income Fund (NBB) | 10-1-14 | 8-1-21 | ||
Nuveen Virginia Quality Municipal Income Fund (NPV) | 10-1-14 | 8-1-21 |
OPEN-END FUNDS
REGISTRANT | FUND | Date of Contract | Date of Renewal | |||
NUVEEN MUNICIPAL TRUST |
Nuveen All-American Municipal Bond Fund | 10-1-14 | 8-1-21 | |||
Nuveen High Yield Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Intermediate Duration Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Limited Term Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Short Duration High Yield Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Strategic Municipal Opportunities Fund | 12-16-14 | 8-1-21 | ||||
NUVEEN MULTI-STATE TRUST I |
Nuveen Arizona Municipal Bond Fund | 10-1-14 | 8-1-21 | |||
Nuveen Colorado Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Maryland Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen New Mexico Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Pennsylvania Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Virginia Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
NUVEEN MULTI-STATE TRUST II |
Nuveen California High Yield Municipal Bond Fund | 10-1-14 | 8-1-21 | |||
Nuveen California Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Connecticut Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Massachusetts Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen New Jersey Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen New York Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
NUVEEN MULTI-STATE TRUST III |
Nuveen Georgia Municipal Bond Fund | 10-1-14 | 8-1-21 | |||
Nuveen Louisiana Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen North Carolina Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
NUVEEN MULTI-STATE TRUST IV |
Nuveen Kansas Municipal Bond Fund | 10-1-14 | 8-1-21 | |||
Nuveen Kentucky Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Michigan Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Missouri Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Ohio Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Wisconsin Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
NUVEEN INVESTMENT TRUST | Nuveen Large Cap Core Fund | 10-1-14 | 8-1-21 | |||
REGISTRANT | FUND | Date of Contract | Date of Renewal | |||
NUVEEN INVESTMENT TRUST II |
Nuveen Emerging Markets Equity Fund | 11-5-18 | 8-1-21 | |||
Nuveen Equity Long/Short Fund | 10-15-14 | 8-1-21 | ||||
Nuveen International Growth Fund | 10-1-14 | 8-1-21 | ||||
NUVEEN INVESTMENT TRUST III |
Nuveen High Yield Income Fund | 12-31-20 | 8-1-21 | |||
Nuveen Floating Rate Income Fund | 12-31-20 | 8-1-21 | ||||
NUVEEN INVESTMENT TRUST V |
Nuveen Global Real Estate Securities Fund | 3-20-18 | 8-1-21 | |||
Nuveen Preferred Securities and Income Fund | 10-1-14 | 8-1-21 | ||||
8-1-21 | ||||||
NUVEEN MANAGED |
Municipal Total Return Managed Accounts Portfolio | 10-1-14 | 8-1-21 | |||
ACCOUNTS PORTFOLIOS | Nuveen Core Impact Bond Managed Accounts Portfolio | 7-9-20 | 8-1-21 | |||
TRUST | ||||||
NUVEEN INVESTMENT FUNDS, INC. |
Nuveen Credit Income Fund f/k/a Nuveen High Income Bond Fund | 10-1-14 | 8-1-21 | |||
Nuveen Dividend Value Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Global Infrastructure Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Large Cap Select Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Mid Cap Growth Opportunities Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Mid Cap Value Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Minnesota Intermediate Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Minnesota Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Nebraska Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Oregon Intermediate Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Real Asset Income Fund |
10-1-14 | 8-1-21 | ||||
Nuveen Real Estate Securities Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Short Term Municipal Bond Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Small Cap Growth Opportunities Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Small Cap Select Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Small Cap Value Fund | 10-1-14 | 8-1-21 | ||||
Nuveen Strategic Income Fund | 10-1-14 | 8-1-21 |
AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT effective as of this 31st day of December 2021 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a registered investment adviser (Manager), and Nuveen Asset Management, LLC, a Delaware limited liability company and a registered investment adviser (NAM or Sub-Adviser).
WHEREAS, Manager is the investment manager for Nuveen Flexible Income Fund (the Fund), a series of Nuveen Investment Trust V (the Trust), an open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act); and
WHEREAS, NWQ Investment Management Company, LLC (NWQ) previously served as sub-adviser to the Fund pursuant to investment sub-advisory agreement dated October 1, 2014 (the Prior Agreement); and
WHEREAS, NAM assumed the Prior Agreement effective December 31, 2021, pursuant to an Assignment and Assumption Agreement between NAM and NWQ; and
WHEREAS, Manager and NAM desire to amend and restate the Prior Agreement in order to reflect NAMs assumption thereof;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Appointment. Manager hereby appoints Sub-Adviser to provide certain sub-investment advisory services to the Fund for the period and on the terms set forth in this Agreement. Sub-Adviser accepts such appointments and agrees to furnish the services herein set forth for the compensation herein provided.
2. Services to be Performed. Subject always to the supervision of Trusts Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Funds investments, and will comply with the provisions of the Trusts Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trusts Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Advisers performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program.
Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trusts orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its
having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Advisers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers;
Sub-Adviser further agrees that it:
(a) |
will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; |
(b) |
will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; |
(c) |
will report regularly to Manager and to the Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; |
(d) |
will prepare such books and records with respect to the Funds securities transactions as required by law, the Funds compliance policies and procedures or as reasonably requested by the Manager and will furnish Manager and Trusts Board of Trustees such periodic and special reports as the Board or Manager may reasonably request; and |
(e) |
will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Advisers portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such |
2
an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities. |
3. |
Expenses. During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commission, if any) purchased for the Trust. |
4. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee for the Fund equal to 50.0000% of the remainder of (a) the investment management fee payable by the Fund to the Manager based on average daily net assets pursuant to the Management Agreement, less (b) any management fee waivers, expense reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Manager in respect of the Fund.
The management fee shall accrue on each calendar day, and shall be payable monthly on the fifth business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of the Trust, determined in the manner established by the Board of Trustees, as of the close of business on the last preceding business day on which the Trusts net asset value was determined.
For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.
5. Services to Others. Manager understands, and has advised the Trusts Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one other investment company that is not a series of the Trust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised the Trusts Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised the Trusts Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Advisers duties under this Agreement will not devote their full such efforts and service to the Trust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.
6. Limitation of Liability. Manager will not take any action against Sub-Adviser to hold Sub-Adviser liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of Sub-Advisers duties under this Agreement, except for a loss resulting from Sub-Advisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
3
7. Term; Termination; Amendment. This Agreement shall become effective and shall run for an initial period until August 1, 2022. This Agreement shall continue in force from year to year after the initial period with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party on sixty (60) days written notice to the Sub-Adviser. This Agreement may also be terminated by the Trust with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on sixty (60) days written notice to the Sub-Adviser by the Trust.
This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action which results in a breach of the covenants of the Sub-Adviser set forth herein.
The terms assignment and vote of a majority of the outstanding voting securities shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Investment Management Agreement between the Manager and the Trust is terminated, assigned or not renewed.
This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.
4
8. Notice. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party
If to the Manager: | If to the Sub-Adviser: | |||||
Nuveen Fund Advisors, LLC | Nuveen Asset Management, LLC | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
Attention: Deann D. Morgan | Attention: William T. Huffman | |||||
With a copy to: | With a copy to: | |||||
Nuveen Investments, Inc. | Nuveen Asset Management, LLC | |||||
333 West Wacker Drive | 333 West Wacker Drive | |||||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||||
Attention: General Counsel | Attention: General Counsel |
or such address as such party may designate for the receipt of such notice.
9. Limitations on Liability. All parties hereto are expressly put on notice of the Trusts Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Trust entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Trust individually but are binding upon only the assets and property of the Trust, and persons dealing with the Trust must look solely to the assets of the Trust and those assets belonging to the subject Fund, for the enforcement of any claims.
10. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
11. Applicable Law. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 9 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.
5
IN WITNESS WHEREOF, the Manager and the Sub-Adviser have caused this Agreement to be executed as of the day and year first above written.
NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company |
NUVEEN ASSET MANAGEMENT, LLC, a Delaware limited liability company |
|||||||
By: |
/s/ Christopher Rohrbacher |
By: |
/s/ Mark Czarniecki |
|||||
Title: Managing Director | Title: Vice President |
6
RENEWAL OF DISTRIBUTION AGREEMENTS
Agreement made this 13th day of August, 2021 by and between the entities listed on Appendix A (each a Fund), and NUVEEN SECURITIES, LLC, a Delaware limited liability company (the Underwriter);
WHEREAS, the parties hereto are the contracting parties under certain Distribution Agreements (the Agreements) pursuant to which the Underwriter acts as agent for the distribution of shares of the Funds; and
WHEREAS, the Agreements terminate August 15, 2021 unless continued in the manner required by the Investment Company Act of 1940;
WHEREAS, the Board of Directors/Trustees of the Funds, at a meeting called for the purpose of reviewing the Agreements, has approved the Agreements and their continuance until August 15, 2022 in the manner required by the Investment Company Act of 1940;
NOW THEREFORE, in consideration of the mutual covenants contained in the Agreements the parties hereto do hereby continue the Agreements in effect until August 15, 2022 and ratify and confirm the Agreements in all respects.
On behalf of the Nuveen Funds |
||||
Listed on Appendix A |
||||
By: |
/s/ Diana Gonzalez |
|||
Vice President of the Funds |
||||
NUVEEN SECURITIES, LLC |
||||
By: |
/s/ Mark Winget |
|||
Vice President |
Appendix A
FUND AND, IF
APPLICABLE,
THE ORIGINAL AGREEMENT |
TYPE OF ENTITY |
NUVEEN SECURITIES, LLC AND, IF APPLICABLE, FORMERLY KNOWN AS NAME IN THE ORIGINAL AGREEMENT |
||
NuShares ETF Trust | Massachusetts Business Trust | NUVEEN SECURITIES, LLC | ||
Nuveen Investment Funds, Inc., formerly, First American Investment Funds, Inc. | Maryland Corporation | NUVEEN SECURITIES, LLC, formerly, Nuveen Investments, LLC | ||
Nuveen Investment Trust | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, John Nuveen & Co. Incorporated | ||
Nuveen Investment Trust II | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, John Nuveen & Co. Incorporated | ||
Nuveen Investment Trust III | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, Nuveen Investments, LLC | ||
Nuveen Investment Trust V | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, Nuveen Investments, LLC | ||
Nuveen Managed Accounts Portfolios Trust | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, Nuveen Investments, LLC | ||
Nuveen Municipal Trust, formerly, Nuveen Flagship Municipal Trust | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, John Nuveen & Co. Incorporated | ||
Nuveen Multistate Trust I, formerly, Nuveen Flagship Multistate Trust I | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, John Nuveen & Co. Incorporated | ||
Nuveen Multistate Trust II, formerly, Nuveen Flagship Multistate Trust II | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, John Nuveen & Co. Incorporated | ||
Nuveen Multistate Trust III, formerly, Nuveen Flagship Multistate Trust III | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, John Nuveen & Co. Incorporated | ||
Nuveen Multistate Trust IV, formerly, Nuveen Flagship Multistate Trust IV | Massachusetts Business Trust | NUVEEN SECURITIES, LLC, formerly, John Nuveen & Co. Incorporated |
RULE 12d1-4
FUNDS OF FUNDS INVESTMENT
AGREEMENT FOR TIAA-CREF FUNDS OF
FUNDS AS ACQUIRING FUNDS AND NUVEEN
FUNDS/ETFS AS ACQUIRED FUNDS
THIS AGREEMENT is entered into as of January 19, 2022, among TIAA-CREF Funds (the Acquiring Trust), on behalf of itself and its separate series listed on Schedule A, as amended from time to time, severally and not jointly (each an Acquiring Fund and collectively, the Acquiring Funds), and Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV, Nuveen Municipal Trust, Nuveen Investment Funds, Inc., Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Trust V, Nuveen Managed Accounts Portfolios Trust, Nuveen Strategy Funds, Inc., NuShares ETF Trust (each an Acquired Trust and collectively, the Acquired Trusts), each on behalf of its itself and its separate series listed on Schedule B, as amended from time to time or as such additional series are deemed to be added in the future, severally and not jointly (each, an Acquired Fund and collectively, the Acquired Funds).
WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (SEC) as an investment company under the Investment Company Act of 1940, as amended, (the 1940 Act);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act, in relevant part, limits the extent to which an investment company, and any company or companies controlled by such company, may invest in shares of registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered open-end investment company to other investment companies, or any company or companies controlled by such companies, and Section 12(d)(1)(C) limits the extent to which an investment company, and any company or companies controlled by such company, may invest in the shares of a registered closed-end investment company;
WHEREAS, Rule 12d1-4 under the 1940 Act (the Rule) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule;
WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;
WHEREAS, the investment adviser of the Acquiring Funds and the investment adviser of the Acquired Funds will each make the findings requisite findings mandated by the Rule in connection with any investments made under this Agreement and report such findings to their respective Boards initially and annually thereafter; and
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule.
1
1. |
Terms of Investment |
(a) In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Funds investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:
(i) In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Funds registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind.
(ii) Timing/advance notice of redemptions. The Acquiring Fund will use reasonable efforts to spread large redemption requests (generally greater than 5% of the Acquired Funds total outstanding shares) over multiple days or to provide advance notification of large redemption requests to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Funds best interests. The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. For the avoidance of doubt, in the instance where the Acquired Fund is an exchange-traded fund, the requirements of this paragraph (ii) shall not apply to transactions in which an Acquiring Fund does not submit a redemption request directly to an Acquired Fund shares even if such transaction results in the redemption of Acquired Fund shares (such as where an Acquiring Fund sells Acquired Fund shares in the secondary market resulting in a subsequent redemption transaction between the Acquired Fund and an authorized participant).
(iii) Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.
(b) In order to assist the Acquiring Funds investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund (and without limiting the ability of the Board of Trustees of an Acquiring Fund to reasonably request additional information relevant to it in its other oversight functions), each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule.
2. |
Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply
2
with the Rule with respect to an investment by the Acquiring Fund or this Agreement.
3. |
Representations of the Acquiring Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund or this Agreement.
4. |
Addition of New Funds |
Schedule A lists the Acquiring Funds in existence as of the date of this Agreement, and Schedule B lists the Acquired Funds in existence as of the date of this Agreement. Additional series of the Acquired Trusts and Acquiring Trusts may become Acquired Funds or Acquiring Funds, respectively, subsequent to the execution of this Agreement and Acquiring Funds and Acquired Funds may be newly created from time to time. The parties agree that in the event a series of a Trust desires to become an Acquiring Fund or Acquired Fund after the date of this Agreement based upon a desired investment in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule, such investment shall be governed by the terms of this Agreement and the relevant Acquiring Fund and/or Acquired Fund shall be deemed to be added to Schedule A or Schedule B, as applicable, as of the date of the initial investment by an Acquiring Fund in an Acquired Fund in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule.
5. |
Notices |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below.
If to the Acquiring Fund: | If to an Acquired Fund: | |||
Rachael Zufall |
Christopher Rohrbacher |
|||
Teachers Advisors, LLC |
Nuveen Fund Advisors, LLC |
|||
8625 Andrew Carnegie Blvd. |
333 West Wacker Drive |
|||
Charlotte, NC 28262 |
Chicago, Illinois 60062 |
|||
rachael.zufall@nuveen.com |
christopher.rohrbacher@nuveen.com |
6. |
Term and Termination; Assignment; Amendment |
(a) This Agreement shall be effective for the duration of the Acquired Funds and the Acquiring Funds reliance on the Rule. While the terms of the Agreement shall only be applicable to investments by Acquiring Funds in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b).
(b) This Agreement shall continue with respect to an Acquiring Fund and an Acquired Fund until terminated in writing by either party upon 60 days notice to the other party. Upon termination of this Agreement with respect to an Acquiring Fund and an Acquired Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section
3
12(d)(1)(A) limits in reliance on the Rule.
(c) This Agreement may not be assigned by a party without the prior written consent of the other affected party.
(d) This Agreement, with the exception of modifications of Schedule A and Schedule B consistent with Section 4 of this Agreement, may be amended only by a writing that is signed by each affected party.
(e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that are involved in the matter in controversy and not to any other Acquiring Funds or other funds.
(f) In any action involving the Acquired Trusts or Acquired Funds under this Agreement, each Acquiring Trust or Acquiring Fund agrees to look solely to the individual Acquired Trust(s) or Acquired Fund(s) that are involved in the matter in controversy and not to any other Acquired Trusts, Acquired Funds or other funds.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
TIAA-CREF Funds on behalf of each Acquiring Fund |
||
Signature: |
||
/s/ Rachael Zufall |
||
Name: |
Rachael Zufall | |
Title: Assistant Secretary |
Nuveen Multistate Trust I |
Nuveen Multistate Trust II |
Nuveen Multistate Trust III |
Nuveen Multistate Trust IV |
Nuveen Municipal Trust |
Nuveen Investment Funds, Inc. |
Nuveen Investment Trust |
Nuveen Investment Trust II |
Nuveen Investment Trust III |
Nuveen Investment Trust V |
Nuveen Managed Accounts Portfolios Trust |
Nuveen Strategy Funds, Inc. |
NuShares ETF Trust on behalf of each Acquired Fund |
Signature: |
||||
/s/ Christopher Rohrbacher |
||||
Name: |
Christopher Rohrbacher | |||
Title: Vice President and Assistant Secretary |
5
SCHEDULE A
Acquiring Funds to Which the Agreement Applies
TIAA-CREF Funds
--all series within the TIAA-CREF Lifecycle Funds suite
--all series within the TIAA-CREF Lifecycle Index Funds suite
-- all series within the TIAA-CREF Lifestyle Funds suite
TIAA-CREF Life Funds
--TIAA-CREF Life Balanced Fund
A-1
SCHEDULE B
Acquired Funds to Which the Agreement Applies
[to be completed]
2
EXECUTION VERSION
Nuveen Mutual Funds and ETFs
RULE 12d1-4 INVESTMENT AGREEMENT
THIS RULE 12d1-4 INVESTMENT AGREEMENT (the Agreement), dated as of January 19, 2022 (the Effective Date), is made by and between each registered investment company (each, a Registrant), on behalf of each series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no series, then the relevant Registrant (as applicable, each an Acquiring Fund or Acquired Fund pursuant to the applicable schedule), each severally and not jointly.
WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (SEC) as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the Rule) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act subject to compliance with the conditions of the Rule; and
WHEREAS, pursuant to this Agreement, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations set forth in Section 12(d)(1)(A) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.
1. |
Terms of Investment. |
(a) |
In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Funds investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows: |
(i) |
In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Funds registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind), even where such |
Acquired Fund does not ordinarily satisfy redemption requests in-kind (particularly in the case of Acquired Funds that are not exchange-traded funds). |
(ii) |
Timing/advance notice of redemptions. |
1. |
With respect to Acquired Funds designated as Enumerated Funds on the 12d1-4 List (as defined below), the Acquiring Fund will use reasonable efforts to provide advanced notification to the Acquired Fund in the event that it anticipates redeeming more than 5% of the Acquired Funds net asset value within a period of 5 business days. Such notice shall be provided to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Funds best interests. For the avoidance of doubt, in the instance where an Acquired Fund is an exchange-traded fund, the requirements of this paragraph (1) shall not apply to transactions in which an Acquiring Fund did not know or have reason to know that such transaction would result in a redemption transaction with the Acquired Fund (such as where an Acquiring Fund sells shares in the secondary market). |
2. |
The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. |
(iii) |
Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated scale and timeline of investments in the Acquired Fund by the Acquiring Fund. The Acquired Fund acknowledges and agrees that any summary information provided pursuant to the foregoing is not a commitment to purchase the Acquired Fund shares in any amount, nor a limitation thereof, and constitutes an estimate that may differ materially from the amount, timing and manner in which the Acquiring Fund may acquire shares of the Acquired Fund, if at all. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and to use such information only for purposes contemplated by this Agreement. |
(b) |
In order to assist an Acquiring Funds investment adviser or, in the case of Acquiring Fund that is a unit investment trust, its principal underwriter or depositor with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund. In accordance with the foregoing and in recognition of each Acquired Funds obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, the Acquiring Funds and Acquired |
2
Funds agree that the information on the fees and expenses of each Acquired Fund shall be provided through delivery of or access to publicly available documents. |
2. |
Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act, the Acquired Fund agrees to: (i) comply with all conditions of the Rule applicable to the Acquired Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund or this Agreement.
3. |
Representations of the Acquiring Funds. |
(a) |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule, the Acquiring Fund agrees to: (i) comply with all conditions of the Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund or this Agreement. |
(b) |
An Acquiring Fund shall promptly notify an Acquired Fund: |
(i) |
when the Acquiring Fund acquires or ceases to hold more than 3% and more than 5% of such Acquired Funds total outstanding voting securities; and |
(ii) |
when the Acquiring Fund and its advisory group, individually or in the aggregate, acquires or ceases to hold more than 10%, 15%, 20% and 25% of such Acquired Funds total outstanding voting securities. |
(c) |
Notwithstanding anything herein to the contrary, any Acquiring Fund that has an affiliated person (as defined under the 1940 Act) that is (i) a broker-dealer (not including any limited purpose broker-dealer that does not execute securities transactions for an Acquired Fund and does not invest in an Acquired Fund for its own principal account), (ii) a broker-dealer or bank that borrows as part of a securities lending program or (iii) a futures commission merchant or a swap dealer will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Funds total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies. |
(d) |
An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of investments by the Acquiring Fund and its advisory group in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Funds reasonable request. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and |
3
to use such information only for purposes contemplated by this Agreement. |
(e) |
Each Acquiring Fund acknowledges that: |
(i) |
it may not rely on this Agreement to invest in Acquired Funds designated as Ineligible Funds on the list of Ineligible Funds and Enumerated Funds attached as Schedule C hereto (the 12d1-4 List); |
(ii) |
investments in Enumerated Funds as designated on the 12d1-4 List are subject to the additional conditions set forth in Section 1(a)(ii) hereof; and |
(iii) |
the 12d1-4 List may be updated from time to time, and such updated 12d1-4 List shall be effective as of the date and time of its distribution to the Acquiring Fund via electronic mail at the address provided by the Acquiring Fund pursuant to Section 6 of this Agreement, and it is the Acquiring Funds obligation to review the most recently distributed 12d1-4 List prior to making investments under this Agreement. |
4. |
Indemnification. |
(a) |
Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (Claims) asserted against the Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to the terms and conditions of this Agreement. |
(b) |
Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to the terms and conditions of this Agreement. |
(c) |
Any liability pursuant to the forgoing provisions shall be several and not joint. In |
4
any action involving the parties under this Agreement implicating individual series of a Registrant, the parties agree to look solely to the individual series that is/are involved in the matter in controversy and not to any other series. |
5. |
Use of Name. |
(a) |
To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (but not in the financial statements of the Acquiring Fund when the Acquired Fund is listed as a holding), each Acquiring Fund agrees to: |
(i) |
Refer to such Acquired Fund by its legal name upon first reference to such Acquired Fund; and |
(ii) |
Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable: |
Nuveen is a registered trademark of Nuveen Investments, Inc. (Nuveen), the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). Neither TIAA nor Nuveen nor the Nuveen Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].
(b) |
No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund, Nuveen or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or Nuveen. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund, Nuveen or any of their affiliates without entering into a separate trademark license agreement with Nuveen or the affiliate, as applicable. |
6. |
Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered via electronic mail to the address for each party specified below. Either party may notify the other in writing via electronic mail of any changes to these notice provisions.
If to the Acquiring Funds: | If to the Acquired Funds: | |
VanEck Compliance Department |
Nuveen12d1-4@nuveen.com |
|
c/o Van Eck Associates Corporation |
||
666 Third Avenue, 9th Floor |
||
New York, NY 10017 |
||
Email: compliance@vaneck.com |
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With a copy to: |
||
Van Eck Associates Corporation |
||
Attn: Legal Dept. 666 Third Avenue, 9th Floor |
||
New York, NY 10017 |
||
Email: legalnotices@vaneck.com |
7. |
Additional Acquiring Funds. |
In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing via electronic mail, and if the Acquired Fund agrees in writing via electronic mail, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.
8. |
Governing Law; Counterparts. |
(a) |
This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without regard to choice of law principles. |
(b) |
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document. |
9. |
Term and Termination; Assignment; Amendment. |
(a) |
This Agreement shall be effective for the duration of the Acquired Funds and the Acquiring Funds reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . |
(b) |
This Agreement shall continue until terminated in writing by either party upon 60 days notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. |
(c) |
If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant |
6
to this Agreement. |
(d) |
This Agreement may not be assigned by either party without the prior written consent of the other. |
(e) |
Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. |
(f) |
The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. |
(g) |
With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a Massachusetts Trust), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement. |
10. |
Termination of Prior Agreements. |
The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the Prior Section 12 Agreements). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES
By: /s/ Laura I. Martinez | ||
Name: | Laura I. Martinez | |
Title: | Vice President and Associate General Counsel |
EACH ACQUIRED FUND REGISTRANT LISTED ON SCHEDULE B HERETO, ON BEHALF OF ITS APPLICABLE SERIES
By: /s/ Christopher M. Rohrbacher | ||
Name: | Christopher M. Rohrbacher | |
Title: | Vice President and Assistant Secretary |
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Schedule A: Acquiring Funds
Registrant: VanEck ETF Trust
Series: VanEck Inflation Allocation ETF
VanEck Long/Flat Trend ETF
VanEck Muni Allocation ETF
Schedule B: Acquired Funds
Mutual Funds:
Nuveen Investment Trust
All existing and future series
Nuveen Investment Trust II
All existing and future series
Nuveen Investment Trust III
All existing and future series
Nuveen Investment Trust V
All existing and future series
Nuveen Municipal Trust
All existing and future series
Nuveen Multistate Trust I
All existing and future series
Nuveen Multistate Trust II
All existing and future series
Nuveen Multistate Trust III
All existing and future series
Nuveen Multistate Trust IV
All existing and future series
Nuveen Investment Funds, Inc.
All existing and future series
Exchange-Traded Funds:
NuShares ETF Trust
All existing and future series
This Schedule B is amended and supplemented by reference to the most recently distributed 12d1-4 List. This Schedule B may be amended from time to time to include additional Registrants or to remove Registrants, any such amendment effective as of the date and time of its distribution to an Acquiring Fund.
Schedule C: 12d1-4 List
Nuveen Mutual Funds and ETFs
Rule 12d1-4 List Effective January 19, 2022
Ineligible and Enumerated Funds
Rule 12d1-4 (the Rule) under the Investment Company Act of 1940 (the 1940 Act) grants funds (Acquiring Funds) registered under the 1940 Act the ability to invest in certain Nuveen-sponsored mutual funds and ETFs (Nuveen Funds) in excess of statutory limits set forth in Section 12(d)(1)(A) of the 1940 Act provided such Acquiring Funds comply with the requirements of the Rule and the conditions of the Rule 12d1-4 Investment Agreement with the Nuveen Funds (the Agreement).
This document sets forth (1) the Nuveen Funds which are not eligible to be acquired by an Acquiring Fund in reliance on the Rule (Ineligible Funds) and (2) the Nuveen Funds which are subject to the provisions regarding advanced notification of redemptions by an Acquiring Fund pursuant to Section 1(a)(ii) of the Agreement (Enumerated Funds).
The information provided below may be updated from time to time, such update effective as of the date and time of its distribution to an Acquiring Fund.
Ineligible Funds
Mutual funds:
Nuveen California High Yield Municipal Bond Fund Nuveen High Yield Municipal Bond Fund
ETFs:
None
Enumerated Funds
Mutual funds:
Nuveen Short Duration High Yield Municipal Bond Fund Nuveen High Yield Income Fund Nuveen Floating Rate Income Fund Nuveen Strategic Municipal Opportunities Fund
ETFs:
None |
EXECUTION VERSION
Nuveen Mutual Funds and ETFs
RULE 12d1-4 INVESTMENT AGREEMENT
THIS RULE 12d1-4 INVESTMENT AGREEMENT (the Agreement), dated as of January 19, 2022 (the Effective Date), is made by and between each registered investment company (each, a Registrant), on behalf of each series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no series, then the relevant Registrant (as applicable, each an Acquiring Fund or Acquired Fund pursuant to the applicable schedule), each severally and not jointly.
WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (SEC) as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the Rule) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act subject to compliance with the conditions of the Rule; and
WHEREAS, pursuant to this Agreement, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations set forth in Section 12(d)(1)(A) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.
1. |
Terms of Investment. |
(a) |
In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Funds investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows: |
(i) |
In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Funds registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind), even where such |
Acquired Fund does not ordinarily satisfy redemption requests in-kind (particularly in the case of Acquired Funds that are not exchange-traded funds). |
(ii) |
Timing/advance notice of redemptions. |
1. |
With respect to Acquired Funds designated as Enumerated Funds on the 12d1-4 List (as defined below), the Acquiring Fund will use reasonable efforts to provide advanced notification to the Acquired Fund in the event that it anticipates redeeming more than 5% of the Acquired Funds net asset value within a period of 5 business days. Such notice shall be provided to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Funds best interests. For the avoidance of doubt, in the instance where an Acquired Fund is an exchange-traded fund, the requirements of this paragraph (1) shall not apply to transactions in which an Acquiring Fund did not know or have reason to know that such transaction would result in a redemption transaction with the Acquired Fund (such as where an Acquiring Fund sells shares in the secondary market). |
2. |
The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. |
(iii) |
Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated scale and timeline of investments in the Acquired Fund by the Acquiring Fund. The Acquired Fund acknowledges and agrees that any summary information provided pursuant to the foregoing is not a commitment to purchase the Acquired Fund shares in any amount, nor a limitation thereof, and constitutes an estimate that may differ materially from the amount, timing and manner in which the Acquiring Fund may acquire shares of the Acquired Fund, if at all. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and to use such information only for purposes contemplated by this Agreement. |
(b) |
In order to assist an Acquiring Funds investment adviser or, in the case of Acquiring Fund that is a unit investment trust, its principal underwriter or depositor with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund. In accordance with the foregoing and in recognition of each Acquired Funds obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, the Acquiring Funds and Acquired |
2
Funds agree that the information on the fees and expenses of each Acquired Fund shall be provided through delivery of or access to publicly available documents. |
2. |
Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act, the Acquired Fund agrees to: (i) comply with all conditions of the Rule applicable to the Acquired Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund or this Agreement.
3. |
Representations of the Acquiring Funds. |
(a) |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule, the Acquiring Fund agrees to: (i) comply with all conditions of the Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund or this Agreement. |
(b) |
An Acquiring Fund shall promptly notify an Acquired Fund: |
(i) |
when the Acquiring Fund acquires or ceases to hold more than 3% and more than 5% of such Acquired Funds total outstanding voting securities; and |
(ii) |
when the Acquiring Fund and its advisory group, individually or in the aggregate, acquires or ceases to hold more than 10%, 15%, 20% and 25% of such Acquired Funds total outstanding voting securities. |
(c) |
Notwithstanding anything herein to the contrary, any Acquiring Fund that has an affiliated person (as defined under the 1940 Act) that is (i) a broker-dealer (not including any limited purpose broker-dealer that does not execute securities transactions for an Acquired Fund and does not invest in an Acquired Fund for its own principal account), (ii) a broker-dealer or bank that borrows as part of a securities lending program or (iii) a futures commission merchant or a swap dealer will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Funds total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies. |
(d) |
An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of investments by the Acquiring Fund and its advisory group in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Funds reasonable request. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and |
3
to use such information only for purposes contemplated by this Agreement. |
(e) |
Each Acquiring Fund acknowledges that: |
(i) |
it may not rely on this Agreement to invest in Acquired Funds designated as Ineligible Funds on the list of Ineligible Funds and Enumerated Funds attached as Schedule C hereto (the 12d1-4 List); |
(ii) |
investments in Enumerated Funds as designated on the 12d1-4 List are subject to the additional conditions set forth in Section 1(a)(ii) hereof; and |
(iii) |
the 12d1-4 List may be updated from time to time, and such updated 12d1-4 List shall be effective as of the date and time of its distribution to the Acquiring Fund via electronic mail at the address provided by the Acquiring Fund pursuant to Section 6 of this Agreement, and it is the Acquiring Funds obligation to review the most recently distributed 12d1-4 List prior to making investments under this Agreement. |
4. |
Indemnification. |
(a) |
Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (Claims) asserted against the Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to the terms and conditions of this Agreement. |
(b) |
Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to the terms and conditions of this Agreement. |
(c) |
Any liability pursuant to the forgoing provisions shall be several and not joint. In |
4
any action involving the parties under this Agreement implicating individual series of a Registrant, the parties agree to look solely to the individual series that is/are involved in the matter in controversy and not to any other series. |
5. |
Use of Name. |
(a) |
To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (but not in the financial statements of the Acquiring Fund when the Acquired Fund is listed as a holding), each Acquiring Fund agrees to: |
(i) |
Refer to such Acquired Fund by its legal name upon first reference to such Acquired Fund; and |
(ii) |
Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable: |
Nuveen is a registered trademark of Nuveen Investments, Inc. (Nuveen), the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). Neither TIAA nor Nuveen nor the Nuveen Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].
(b) |
No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund, Nuveen or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or Nuveen. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund, Nuveen or any of their affiliates without entering into a separate trademark license agreement with Nuveen or the affiliate, as applicable. |
6. |
Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered via electronic mail to the address for each party specified below. Either party may notify the other in writing via electronic mail of any changes to these notice provisions.
If to the Acquiring Funds: | If to the Acquired Funds: | |
jay.jackson@thrivent.com | Nuveen12d1-4@nuveen.com |
7. |
Additional Acquiring Funds. |
In the event that an Acquiring Fund wishes to include one or more series in addition to
5
those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing via electronic mail, and if the Acquired Fund agrees in writing via electronic mail, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.
8. |
Governing Law; Counterparts. |
(a) |
This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without regard to choice of law principles. |
(b) |
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document. |
9. |
Term and Termination; Assignment; Amendment. |
(a) |
This Agreement shall be effective for the duration of the Acquired Funds and the Acquiring Funds reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b). |
(b) |
This Agreement shall continue until terminated in writing by either party upon 60 days notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. |
(c) |
If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. |
(d) |
This Agreement may not be assigned by either party without the prior written consent of the other. |
(e) |
Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. |
(f) |
The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. |
6
(g) |
With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a Massachusetts Trust), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement. |
10. |
Termination of Prior Agreements. |
The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the Prior Section 12 Agreements). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.
[Remainder of page intentionally left blank]
7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES
By: /s/ Michael W. Kremenak |
||
Name: |
Michael W. Kremenak | |
Title: |
Senior Vice President |
EACH ACQUIRED FUND REGISTRANT LISTED ON SCHEDULE B HERETO, ON BEHALF OF ITS APPLICABLE SERIES
By: /s/ Christopher M. Rohrbacher |
||
Name: |
Christopher M. Rohrbacher | |
Title: |
Vice President and Assistant Secretary |
8
Schedule A: Acquiring Funds
Registrant: Thrivent Mutual Funds
Series: Thrivent Multidimensional Income Fund
Registrant: Thrivent Series Fund, Inc.
Series: Thrivent Multidimensional Income Portfolio
Schedule B: Acquired Funds
Mutual Funds:
Nuveen Investment Trust
All existing and future series
Nuveen Investment Trust II
All existing and future series
Nuveen Investment Trust III
All existing and future series
Nuveen Investment Trust V
All existing and future series
Nuveen Municipal Trust
All existing and future series
Nuveen Multistate Trust I
All existing and future series
Nuveen Multistate Trust II
All existing and future series
Nuveen Multistate Trust III
All existing and future series
Nuveen Multistate Trust IV
All existing and future series
Nuveen Investment Funds, Inc.
All existing and future series
Exchange-Traded Funds:
NuShares ETF Trust
All existing and future series
This Schedule B is amended and supplemented by reference to the most recently distributed 12d1-4 List. This Schedule B may be amended from time to time to include additional Registrants or to remove Registrants, any such amendment effective as of the date and time of its distribution to an Acquiring Fund.
Schedule C: 12d1-4 List
Nuveen Mutual Funds and ETFs
Rule 12d1-4 List Effective January 19, 2022
Ineligible and Enumerated Funds
Rule 12d1-4 (the Rule) under the Investment Company Act of 1940 (the 1940 Act) grants funds (Acquiring Funds) registered under the 1940 Act the ability to invest in certain Nuveen-sponsored mutual funds and ETFs (Nuveen Funds) in excess of statutory limits set forth in Section 12(d)(1)(A) of the 1940 Act provided such Acquiring Funds comply with the requirements of the Rule and the conditions of the Rule 12d1-4 Investment Agreement with the Nuveen Funds (the Agreement).
This document sets forth (1) the Nuveen Funds which are not eligible to be acquired by an Acquiring Fund in reliance on the Rule (Ineligible Funds) and (2) the Nuveen Funds which are subject to the provisions regarding advanced notification of redemptions by an Acquiring Fund pursuant to Section 1(a)(ii) of the Agreement (Enumerated Funds).
The information provided below may be updated from time to time, such update effective as of the date and time of its distribution to an Acquiring Fund.
Ineligible Funds
Mutual funds:
Nuveen California High Yield Municipal Bond Fund Nuveen High Yield Municipal Bond Fund
ETFs:
None
Enumerated Funds
Mutual funds:
Nuveen Short Duration High Yield Municipal Bond Fund Nuveen High Yield Income Fund Nuveen Floating Rate Income Fund Nuveen Strategic Municipal Opportunities Fund
ETFs:
None |
EXECUTION VERSION
Nuveen Mutual Funds and ETFs
RULE 12d1-4 INVESTMENT AGREEMENT
THIS RULE 12d1-4 INVESTMENT AGREEMENT (the Agreement), dated as of January 19, 2022 (the Effective Date), is made by and between each registered investment company (each, a Registrant), on behalf of each series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no series, then the relevant Registrant (as applicable, each an Acquiring Fund or Acquired Fund pursuant to the applicable schedule), each severally and not jointly.
WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (SEC) as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the Rule) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act subject to compliance with the conditions of the Rule; and
WHEREAS, pursuant to this Agreement, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations set forth in Section 12(d)(1)(A) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.
1. |
Terms of Investment. |
(a) |
In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Funds investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows: |
(i) |
In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Funds registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind), even where such |
Acquired Fund does not ordinarily satisfy redemption requests in-kind (particularly in the case of Acquired Funds that are not exchange-traded funds). |
(ii) |
Timing/advance notice of redemptions. |
1. |
With respect to Acquired Funds designated as Enumerated Funds on the 12d1-4 List (as defined below), the Acquiring Fund will use reasonable efforts to provide advanced notification to the Acquired Fund in the event that it anticipates redeeming more than 5% of the Acquired Funds net asset value within a period of 5 business days. Such notice shall be provided to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Funds best interests. For the avoidance of doubt, in the instance where an Acquired Fund is an exchange-traded fund, the requirements of this paragraph (1) shall not apply to transactions in which an Acquiring Fund did not know or have reason to know that such transaction would result in a redemption transaction with the Acquired Fund (such as where an Acquiring Fund sells shares in the secondary market). |
2. |
The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. |
(iii) |
Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated scale and timeline of investments in the Acquired Fund by the Acquiring Fund. The Acquired Fund acknowledges and agrees that any summary information provided pursuant to the foregoing is not a commitment to purchase the Acquired Fund shares in any amount, nor a limitation thereof, and constitutes an estimate that may differ materially from the amount, timing and manner in which the Acquiring Fund may acquire shares of the Acquired Fund, if at all. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and to use such information only for purposes contemplated by this Agreement. |
(b) |
In order to assist an Acquiring Funds investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund. In accordance with the foregoing and in recognition of each Acquired Funds obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, the Acquiring Funds and Acquired Funds agree that the information on the fees and expenses of each Acquired Fund shall be provided |
2
through delivery of or access to publicly available documents. |
2. |
Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act, the Acquired Fund agrees to: (i) comply with all conditions of the Rule applicable to the Acquired Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund or this Agreement.
3. |
Representations of the Acquiring Funds. |
(a) |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule, the Acquiring Fund agrees to: (i) comply with all conditions of the Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund or this Agreement. |
(b) |
An Acquiring Fund shall promptly notify an Acquired Fund: |
(i) |
when the Acquiring Fund acquires or ceases to hold more than 3% and more than 5% of such Acquired Funds total outstanding voting securities; and |
(ii) |
when the Acquiring Fund and its advisory group, individually or in the aggregate, acquires or ceases to hold more than 10%, 15%, 20% and 25% of such Acquired Funds total outstanding voting securities. |
(c) |
Notwithstanding anything herein to the contrary, any Acquiring Fund that has an affiliated person (as defined under the 1940 Act) that is (i) a broker-dealer (not including any limited purpose broker-dealer that does not execute securities transactions for an Acquired Fund and does not invest in an Acquired Fund for its own principal account), (ii) a broker-dealer or bank that borrows as part of a securities lending program or (iii) a futures commission merchant or a swap dealer will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Funds total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies. |
(d) |
An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of investments by the Acquiring Fund and its advisory group in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Funds reasonable request. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and to use such information only for purposes contemplated by this Agreement. |
3
(e) |
Each Acquiring Fund acknowledges that: |
(i) |
it may not rely on this Agreement to invest in Acquired Funds designated as Ineligible Funds on the list of Ineligible Funds and Enumerated Funds attached as Schedule C hereto (the 12d1-4 List); |
(ii) |
investments in Enumerated Funds as designated on the 12d1-4 List are subject to the additional conditions set forth in Section 1(a)(ii) hereof; and |
(iii) |
the 12d1-4 List may be updated from time to time, and such updated 12d1-4 List shall be effective as of the date and time of its distribution to the Acquiring Fund via electronic mail at the address provided by the Acquiring Fund pursuant to Section 6 of this Agreement, and it is the Acquiring Funds obligation to review the most recently distributed 12d1-4 List prior to making investments under this Agreement. |
4. |
Indemnification. |
(a) |
Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (Claims) asserted against the Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to the terms and conditions of this Agreement. |
(b) |
Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to the terms and conditions of this Agreement. |
(c) |
Any liability pursuant to the forgoing provisions shall be several and not joint. In any action involving the parties under this Agreement implicating individual series |
4
of a Registrant, the parties agree to look solely to the individual series that is/are involved in the matter in controversy and not to any other series. |
5. |
Use of Name. |
(a) |
To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (except when the reference to an Acquired Fund is included in a list of holdings), each Acquiring Fund agrees to: |
(i) |
Refer to such Acquired Fund by its legal name upon first reference to such Acquired Fund; and |
(ii) |
Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable: |
Nuveen is a registered trademark of Nuveen Investments, Inc. (Nuveen), the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). Neither TIAA nor Nuveen nor the Nuveen Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].
(b) |
No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund, Nuveen or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or Nuveen. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund, Nuveen or any of their affiliates without entering into a separate trademark license agreement with Nuveen or the affiliate, as applicable. |
6. |
Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered via electronic mail to the address for each party specified below. Either party may notify the other in writing via electronic mail of any changes to these notice provisions.
If to the Acquiring Funds: |
If to the Acquired Funds: | |
Kevin_Gao@nylim.com |
Nuveen12d1-4@nuveen.com |
7. |
Additional Acquiring Funds. |
In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired
5
Fund in writing via electronic mail, and if the Acquired Fund agrees in writing via electronic mail, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.
8. |
Governing Law; Counterparts. |
(a) |
This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without regard to choice of law principles. |
(b) |
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document. |
9. |
Term and Termination; Assignment; Amendment. |
(a) |
This Agreement shall be effective for the duration of the Acquired Funds and the Acquiring Funds reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . |
(b) |
This Agreement shall continue until terminated in writing by either party upon 60 days notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. |
(c) |
If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. |
(d) |
This Agreement may not be assigned by either party without the prior written consent of the other. |
(e) |
Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. |
(f) |
The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. |
6
(g) |
With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a Massachusetts Trust), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement. |
10. |
Termination of Prior Agreements. |
The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the Prior Section 12 Agreements). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.
[Remainder of page intentionally left blank]
7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES
By: /s/ Kirk C. Lehneis | ||
Name: | Kirk C. Lehneis | |
Title: | President |
EACH ACQUIRED FUND REGISTRANT LISTED ON SCHEDULE B HERETO, ON BEHALF OF ITS APPLICABLE SERIES
By: /s/ Christopher M. Rohrbacher | ||
Name: | Christopher M. Rohrbacher | |
Title: | Vice President and Assistant Secretary |
8
Schedule A: Acquiring Funds
Registrant: MainStay Funds Trust
Series: MainStay ESG Multi-Asset Allocation Fund
Schedule B: Acquired Funds
Mutual Funds:
Nuveen Investment Trust
All existing and future series
Nuveen Investment Trust II
All existing and future series
Nuveen Investment Trust III
All existing and future series
Nuveen Investment Trust V
All existing and future series
Nuveen Municipal Trust
All existing and future series
Nuveen Multistate Trust I
All existing and future series
Nuveen Multistate Trust II
All existing and future series
Nuveen Multistate Trust III
All existing and future series
Nuveen Multistate Trust IV
All existing and future series
Nuveen Investment Funds, Inc.
All existing and future series
Exchange-Traded Funds:
NuShares ETF Trust
All existing and future series
This Schedule B is amended and supplemented by reference to the most recently distributed 12d1-4 List. This Schedule B may be amended from time to time to include additional Registrants or to remove Registrants, any such amendment effective as of the date and time of its distribution to an Acquiring Fund.
Schedule C: 12d1-4 List
Nuveen Mutual Funds and ETFs
Rule 12d1-4 List Effective January 19, 2022
Ineligible and Enumerated Funds
Rule 12d1-4 (the Rule) under the Investment Company Act of 1940 (the 1940 Act) grants funds (Acquiring Funds) registered under the 1940 Act the ability to invest in certain Nuveen-sponsored mutual funds and ETFs (Nuveen Funds) in excess of statutory limits set forth in Section 12(d)(1)(A) of the 1940 Act provided such Acquiring Funds comply with the requirements of the Rule and the conditions of the Rule 12d1-4 Investment Agreement with the Nuveen Funds (the Agreement).
This document sets forth (1) the Nuveen Funds which are not eligible to be acquired by an Acquiring Fund in reliance on the Rule (Ineligible Funds) and (2) the Nuveen Funds which are subject to the provisions regarding advanced notification of redemptions by an Acquiring Fund pursuant to Section 1(a)(ii) of the Agreement (Enumerated Funds).
The information provided below may be updated from time to time, such update effective as of the date and time of its distribution to an Acquiring Fund. |
Ineligible Funds | ||
Mutual funds: | ||
Nuveen California High Yield Municipal Bond Fund | ||
Nuveen High Yield Municipal Bond Fund | ||
ETFs: | ||
None | ||
Enumerated Funds | ||
Mutual funds: | ||
Nuveen Short Duration High Yield Municipal Bond Fund | ||
Nuveen High Yield Income Fund | ||
Nuveen Floating Rate Income Fund | ||
Nuveen Strategic Municipal Opportunities Fund | ||
ETFs: | ||
None |
EXECUTION VERSION
Nuveen Mutual Funds and ETFs
RULE 12d1-4 INVESTMENT AGREEMENT
THIS RULE 12d1-4 INVESTMENT AGREEMENT (the Agreement), dated as of January 21, 2022 (the Effective Date), is made by and between each registered investment company (each, a Registrant), on behalf of each series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no series, then the relevant Registrant (as applicable, each an Acquiring Fund or Acquired Fund pursuant to the applicable schedule), each severally and not jointly.
WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (SEC) as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the Rule) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act subject to compliance with the conditions of the Rule; and
WHEREAS, pursuant to this Agreement, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations set forth in Section 12(d)(1)(A) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.
1. |
Terms of Investment. |
(a) |
In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Funds investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows: |
(i) |
In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Funds registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind), even where such |
Acquired Fund does not ordinarily satisfy redemption requests in-kind (particularly in the case of Acquired Funds that are not exchange-traded funds). |
(ii) |
Timing/advance notice of redemptions. |
1. |
With respect to Acquired Funds designated as Enumerated Funds on the 12d1-4 List (as defined below), the Acquiring Fund will use reasonable efforts to provide advanced notification to the Acquired Fund in the event that it anticipates redeeming more than 5% of the Acquired Funds net asset value within a period of 5 business days. Such notice shall be provided to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Funds best interests. For the avoidance of doubt, in the instance where an Acquired Fund is an exchange-traded fund, the requirements of this paragraph (1) shall not apply to transactions in which an Acquiring Fund did not know or have reason to know that such transaction would result in a redemption transaction with the Acquired Fund (such as where an Acquiring Fund sells shares in the secondary market). |
2. |
The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. |
(iii) |
Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated scale and timeline of investments in the Acquired Fund by the Acquiring Fund. The Acquired Fund acknowledges and agrees that any summary information provided pursuant to the foregoing is not a commitment to purchase the Acquired Fund shares in any amount, nor a limitation thereof, and constitutes an estimate that may differ materially from the amount, timing and manner in which the Acquiring Fund may acquire shares of the Acquired Fund, if at all. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and to use such information only for purposes contemplated by this Agreement. |
(b) |
In order to assist an Acquiring Funds investment adviser or, in the case of Acquiring Fund that is a unit investment trust, its principal underwriter or depositor with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund. In accordance with the foregoing and in recognition of each Acquired Funds obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, the Acquiring Funds and Acquired |
2
Funds agree that the information on the fees and expenses of each Acquired Fund shall be provided through delivery of or access to publicly available documents. |
2. |
Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule, the Acquired Fund agrees to: (i) comply with all conditions of the Rule applicable to the Acquired Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund or this Agreement.
3. |
Representations of the Acquiring Funds. |
(a) |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule, the Acquiring Fund agrees to: (i) comply with all conditions of the Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund or this Agreement. |
(b) |
An Acquiring Fund shall promptly notify an Acquired Fund: |
(i) |
when the Acquiring Fund acquires or ceases to hold more than 3% and more than 5% of such Acquired Funds total outstanding voting securities; and |
(ii) |
when the Acquiring Fund and its advisory group, individually or in the aggregate, acquires or ceases to hold more than 10%, 15%, 20% and 25% of such Acquired Funds total outstanding voting securities. |
(c) |
Notwithstanding anything herein to the contrary, any Acquiring Fund that has an affiliated person (as defined under the 1940 Act) that is (i) a broker-dealer (not including any limited purpose broker-dealer that does not execute securities transactions for an Acquired Fund and does not invest in an Acquired Fund for its own principal account), (ii) a broker-dealer or bank that borrows as part of a securities lending program or (iii) a futures commission merchant or a swap dealer will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Funds total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies. |
(d) |
An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of investments by the Acquiring Fund and its advisory group in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Funds reasonable request. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and |
3
to use such information only for purposes contemplated by this Agreement. |
(e) |
Each Acquiring Fund acknowledges that: |
(i) |
it may not rely on this Agreement to invest in Acquired Funds designated as Ineligible Funds on the list of Ineligible Funds and Enumerated Funds attached as Schedule C hereto (the 12d1-4 List); |
(ii) |
investments in Enumerated Funds as designated on the 12d1-4 List are subject to the additional conditions set forth in Section 1(a)(ii) hereof; and |
(iii) |
the 12d1-4 List may be updated from time to time, and such updated 12d1-4 List shall be effective as of the date and time of its distribution to the Acquiring Fund via electronic mail at the address provided by the Acquiring Fund pursuant to Section 6 of this Agreement, and it is the Acquiring Funds obligation to review the most recently distributed 12d1-4 List prior to making investments under this Agreement. |
4. |
Indemnification. |
(a) |
Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (Claims) asserted against the Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to the terms and conditions of this Agreement. |
(b) |
Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to the terms and conditions of this Agreement. |
(c) |
Any liability pursuant to the forgoing provisions shall be several and not joint. In |
4
any action involving the parties under this Agreement implicating individual series of a Registrant, the parties agree to look solely to the individual series that is/are involved in the matter in controversy and not to any other series. |
5. |
Use of Name. |
(a) |
To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (except when the reference to an Acquired Fund is included in a list of holdings), each Acquiring Fund agrees to: |
(i) |
Refer to such Acquired Fund by its legal name upon first reference to such Acquired Fund; and |
(ii) |
Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable: |
Nuveen is a registered trademark of Nuveen Investments, Inc. (Nuveen), the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). Neither TIAA nor Nuveen nor the Nuveen Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].
(b) |
No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund, Nuveen or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or Nuveen. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund, Nuveen or any of their affiliates without entering into a separate trademark license agreement with Nuveen or the affiliate, as applicable. |
6. |
Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered via electronic mail to the address for each party specified below. Either party may notify the other in writing via electronic mail of any changes to these notice provisions.
If to the Acquiring Funds: | If to the Acquired Funds: | |
j.coughlan@imgp.com j.seeley@imgp.com |
Nuveen12d1-4@nuveen.com |
5
7. |
Additional Acquiring Funds. |
In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing via electronic mail, and if the Acquired Fund agrees in writing via electronic mail, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.
8. |
Governing Law; Counterparts. |
(a) |
This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without regard to choice of law principles. |
(b) |
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document. |
9. |
Term and Termination; Assignment; Amendment. |
(a) |
This Agreement shall be effective for the duration of the Acquired Funds and the Acquiring Funds reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . |
(b) |
This Agreement shall continue until terminated in writing by either party upon 60 days notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. |
(c) |
If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. |
(d) |
This Agreement may not be assigned by either party without the prior written consent of the other. |
(e) |
Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. |
6
(f) |
The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. |
(g) |
With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a Massachusetts Trust), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement. |
10. |
Termination of Prior Agreements. |
The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the Prior Section 12 Agreements). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.
[Remainder of page intentionally left blank]
7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES
By: /s/ John Coughlan | ||
Name: | John Coughlan | |
Title: | Treasurer |
EACH ACQUIRED FUND REGISTRANT LISTED ON SCHEDULE B HERETO, ON BEHALF OF ITS APPLICABLE SERIES
By: /s/ Christopher M. Rohrbacher | ||
Name: | Christopher M. Rohrbacher | |
Title: | Vice President and Assistant Secretary |
8
Schedule A: Acquiring Funds
Registrant: Litman Gregory Funds Trust
Series: iMGP RBA Responsible Global Allocation ETF
Schedule B: Acquired Funds
Mutual Funds:
Nuveen Investment Trust
All existing and future series
Nuveen Investment Trust II
All existing and future series
Nuveen Investment Trust III
All existing and future series
Nuveen Investment Trust V
All existing and future series
Nuveen Municipal Trust
All existing and future series
Nuveen Multistate Trust I
All existing and future series
Nuveen Multistate Trust II
All existing and future series
Nuveen Multistate Trust III
All existing and future series
Nuveen Multistate Trust IV
All existing and future series
Nuveen Investment Funds, Inc.
All existing and future series
Exchange-Traded Funds:
NuShares ETF Trust
All existing and future series
This Schedule B is amended and supplemented by reference to the most recently distributed 12d1-4 List. This Schedule B may be amended from time to time to include additional Registrants or to remove Registrants, any such amendment effective as of the date and time of its distribution to an Acquiring Fund.
Schedule C: 12d1-4 List
Nuveen Mutual Funds and ETFs
Rule 12d1-4 List Effective January 19, 2022
Ineligible and Enumerated Funds
Rule 12d1-4 (the Rule) under the Investment Company Act of 1940 (the 1940 Act) grants funds (Acquiring Funds) registered under the 1940 Act the ability to invest in certain Nuveen-sponsored mutual funds and ETFs (Nuveen Funds) in excess of statutory limits set forth in Section 12(d)(1)(A) of the 1940 Act provided such Acquiring Funds comply with the requirements of the Rule and the conditions of the Rule 12d1-4 Investment Agreement with the Nuveen Funds (the Agreement).
This document sets forth (1) the Nuveen Funds which are not eligible to be acquired by an Acquiring Fund in reliance on the Rule (Ineligible Funds) and (2) the Nuveen Funds which are subject to the provisions regarding advanced notification of redemptions by an Acquiring Fund pursuant to Section 1(a)(ii) of the Agreement (Enumerated Funds).
The information provided below may be updated from time to time, such update effective as of the date and time of its distribution to an Acquiring Fund.
Ineligible Funds
Mutual funds:
Nuveen California High Yield Municipal Bond Fund Nuveen High Yield Municipal Bond Fund
ETFs:
None
Enumerated Funds
Mutual funds:
Nuveen Short Duration High Yield Municipal Bond Fund Nuveen High Yield Income Fund Nuveen Floating Rate Income Fund Nuveen Strategic Municipal Opportunities Fund
ETFs:
None |
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated November 24, 2021, with respect to the financial statements and financial highlights of Nuveen Preferred Securities and Income Fund and Nuveen Flexible Income Fund (formerly, Nuveen NWQ Flexible Income Fund), each a series of Nuveen Investment Trust V, as of September 30, 2021, incorporated herein by reference, and to the references to our firm under the headings Financial Highlights in the Prospectus and Independent Registered Public Accounting Firm in the Statement of Additional Information.
/s/ KPMG LLP
Chicago, Illinois
January 27, 2022
|
Nuveen Compliance | 9 August 2021 |
Code of Ethics
SUMMARY AND SCOPE
What the Code is about
Helping to ensure that Nuveen personnel place the interests of Nuveen clients ahead of their own personal interests.
Who the Code applies to and what the implications are
This Code applies to individuals in the following categories:
| Nuveen Employees based in the US or Canada (except employees of Gresham Investment Management LLC, Westchester Group Investment Management, Inc., and any employees of Greenwood Resources, Inc. who are based outside of Portland, Oregon). |
| Employees of any US-registered investment adviser who are based outside the US, except Gresham Investment Management LLC and Greenwood Resources, Inc. |
| Consultants, interns, and temporary workers based in the US or Canada whose contract length is 90 days or more, unless the Nuveen Ethics Office determines otherwise. |
TIAA employees designated as Access Persons by the TIAA-CREF Funds Chief Compliance Officer or the Nuveen Ethics Office are subject to the TIAA Corporate Code of Ethics with the same restrictions and requirements as this Code.
Independent directors and trustees of the TIAA-CREF Funds Complex and Nuveen-sponsored or -branded funds have their own Code of Ethics and are not subject to this one.
For individuals who are subject to the Code, there are two designations with different implications: Access Person and Investment Person.
ACCESS PERSON
All Nuveen Employees who are subject to the Code are considered Access Persons, since they have, or could have, access to non-public information about securities transactions and other investments, holdings, or recommendations for Affiliate-Advised Accounts or Portfolios.
Key characteristics of this designation. An individual may be considered an Access Person of multiple advisers affiliated with Nuveen, or of only one. If your regular duties give you access to non-public information, or you are an officer of a Nuveen or TIAA-CREF sponsored or branded fund, your personal trading is generally monitored only against the trading activity of the specific adviser(s) or Affiliated Funds
with which you are involved. For other employees, personal trading is typically monitored against the trading activities of all advisers affiliated with Nuveen. You will generally not be permitted to execute transactions in a security on any day when an Affiliate-Advised Account or Portfolio managed by the adviser(s) that you are monitored against has a pending buy or sell order for that security.
INVESTMENT PERSON
An Access Person who meets any of the following criteria will in addition be considered an Investment Person:
| The Access Person is a Portfolio Manager, Research Analyst or Research Assistant, or they otherwise participate in making recommendations or decisions concerning the purchase or sale of securities in any Affiliate-Advised Account or Portfolio. |
| The Access Person has been designated an Investment Person by the affiliate Chief Compliance Officer or the Nuveen Ethics Office. |
Key characteristics of this designation. The vast majority of Investment Persons are employees of Nuveens affiliated investment advisers.
An Investment Person is prohibited from transacting in securities during the period starting 7 calendar days before, and ending 7 calendar days after, any trade in an Affiliate-Advised Account or Portfolio for which he/she has responsibility. In addition, an Investment Persons personal transactions will be reviewed for conflicts in the period starting 7 calendar days before, and ending 7 calendar days after, all trades by their associated investment adviser(s). In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as determined by the Nuveen Ethics Office. These consequences can apply whether or not the trade was pre-cleared.
The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser(s) for which they have been designated an Investment Person.
WHO TO CONTACT
Nuveen Ethics Office (Americas)
Hotline: 1 800 842 2733 extension 22-5599 nuveenethicsoffice@nuveen.com
Code of Ethics |
Page 2 of 8 |
Important to understand
Some of our affiliated investment advisers may have supplemental policies of their own that impose additional rules on the same topics covered in this Code. Check with your manager or local/designated Chief Compliance Officer if you have questions.
Personal trading is a privilege, not a right. Nuveen Employees are expected to follow the law and adhere to the highest standards of behaviorincluding with respect to personal trading. Any violation of the Code could have severe adverse effects on you, your co-workers, and Nuveen. You may be held personally liable for your conduct and be subject to fines, regulatory sanctions, and even criminal penalties.
Because Nuveen can restrict your trading or take actions such as forcing you to hold a position or to disgorge profits, personal trading carries risks beyond normal market risks.
Some requirements in this Code apply to Household Members. Each Household Member (see Terms with Special Meanings at right) is subject to the same personal trading restrictions and requirements that apply to his/her related Nuveen Employee.
The Code does not address every ethical issue that might arise. If you have any doubt at all after consulting the Code, contact the Nuveen Ethics Office for direction.
The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a client or regulator).
You are expected to follow the Code both in letter and in spirit. Literal compliance, such as pre-clearing a transaction, does not necessarily protect you from liability for conduct that violates the spirit of the Code. If you have questions about how to comply with this Code, consult the Nuveen Ethics Office.
TERMS WITH SPECIAL MEANINGS | ||
Within this policy, these terms are defined as follows:
Affiliate-Advised Account or Portfolio Any Affiliated Fund, or any portfolio or client account advised or sub-advised by Nuveen.
Affiliated Fund Any TIAA-CREF or Nuveen branded or sponsored open-end fund, closed-end fund, or Exchange Traded Fund (ETF), and any third-party fund advised or sub-advised by Nuveen.
Automatic Investment Plan Any program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and allocation.
Beneficial Ownership Any interest by which you or any Household Memberdirectly or indirectlyderives a monetary benefit from purchasing, selling, or owning a security or account, or exercises investment discretion.
You have Beneficial Ownership of securities held in accounts in your own name, or any Household Members name, and in all other accounts over which you or any Household Member exercises or may exercise investment decision-making powers, or other influence or control, including trust, partnership, estate, and corporate accounts or other joint ownership or pooling arrangements.
Code This Code of Ethics.
Domestic Partner An individual who is neither a relative of or legally married to a Nuveen Employee, but shares a residence and is in a mutual commitment similar to marriage with such Nuveen Employee.
Federal Securities Laws The applicable portions of any of the following laws, as amended, and of any rules adopted under them by the Securities and Exchange Commission or the Department of the Treasury:
Securities Act of 1933. Securities Exchange Act of 1934. Investment Company Act of 1940. Investment Advisers Act of 1940. Sarbanes-Oxley Act of 2002. Title V of the Gramm-Leach-Bliley Act. The Bank Secrecy Act.
Household Member Any of the following who reside, or are expected to reside for at least 90 days a year, in the same household as a Nuveen Employee:
Spouse or Domestic Partner. Sibling. Child, stepchild, grandchild. Parent, stepparent, grandparent. In-laws (mother, father, son, daughter, brother, sister).
Independent Director Any director or trustee of an Affiliated Fund who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended.
Managed Account Any account, including robo-advised accounts, in which you or a Household Member has Beneficial Ownership and for which you have delegated full investment discretion in writing to a third-party broker or investment manager.
|
Code of Ethics |
Page 3 of 8 |
TERMS WITH SPECIAL MEANINGS (continued) | ||||
Nuveen Nuveen, LLC and all of its direct or indirect subsidiaries worldwide.
Nuveen Employee Any full- or part-time employee of Nuveen, and any consultants, interns or temporary workers designated by the Nuveen Ethics Office.
Private Placement Any offering exempt from registration under the Securities Act of 1933, such as a private equity investment, hedge fund, or limited partnership. A private investment in public equity (PIPE) is also considered a Private Placement.
Reportable Account Any account for which you or a Household Member has Beneficial Ownership AND in which securities can be bought, sold or held. This includes, among others:
All brokerage, IRA, custodial and trust accounts. All Managed Accounts. All 529 College Savings Plan accounts. Any TIAA 401(k) plan account. Any 401(k) plan account from a previous employer that permits transactions in any Reportable Security. Any direct holding in an Affiliated Fund. Any health savings account (HSA) that permits the purchase of any security. Any employee stock purchase plan (ESPP) or employee stock ownership plan (ESOP).
The following are NOT considered Reportable Accounts: Charitable giving accounts. Any 401(k) plan account or any other account held directly with a mutual fund complex or mutual fund-only platform in which open-end, non-Affiliated Funds are the only possible investment. Any cash management account with a broker in which a security cannot be purchased or sold. Any accounts that can invest only in cryptocurrency such as Bitcoin or Ethereum. |
Reportable Security Any security EXCEPT:
Direct obligations of the US government (indirect obligations, such as Fannie Mae and Freddie Mac securities, are reportable). Certificates of deposit, bankers acceptances, commercial paper, and high quality short-term debt (including repurchase agreements). Money market funds. Open-end funds that are not Affiliated Funds. Note that closed-end funds are Reportable Securities.
Reportable Transaction Any transaction involving a Reportable Security EXCEPT: Transactions in Managed Accounts. Section 16 Persons: Transactions involving Nuveen closed-end funds in any of your Managed Accounts are reportable. Transactions under an Automatic Investment Plan; note that transactions that override the pre-set schedule or allocation are reportable. Dividends. Interest Accrued.
Section 16 Person Section 16 of the Exchange Act and the rules thereunder impose certain obligations on persons specified in section 30(h) of the Investment Company Act of 1940, as well as insiders of any public company that trades on a national stock exchange (such as a Nuveen closed-end fund). For purposes of Section 16, an insider is:
A director of a public company. A designated officer of a public company. A person who beneficially owns 10% or more of any class of equity security that is registered under Section 12 of the Exchange Act. A portfolio manager of a Nuveen closed-end fund.
Persons subject to Section 16 include portfolio managers of the Nuveen closed-end funds. |
GENERAL RESTRICTIONS AND REQUIREMENTS
BASIC PRINCIPLES
1. |
Never abuse a clients trust, rights, or interests. |
This means you must never do any of the following:
| Engage in any plan or action, or use any device, that would defraud or deceive a client. |
| Make any material statements of fact that are incorrect or misleading, either as to what they include or omit. |
| Engage in any manipulative practice. |
| Use your position (including any knowledge or access to opportunities you have gained by virtue of your position) to personal advantage or to a clients disadvantage. This would include, for example, front- running or tailgating (trading directly before or after the execution of a large client trade order), or any attempt to influence a clients |
trading to enhance the value of your personal holdings. |
| Conduct personal trading in any way that could be inconsistent with your fiduciary duties to a client (even if it does not technically violate the Code). |
2. |
Handle conflicts of interest appropriately. This applies not only to actual conflicts of interest, but also to any situation that might appear to an outside observer to be improper or a breach of fiduciary duty. |
3. |
Keep confidential information confidential. Always properly safeguard any confidential information you obtain in the course of your work. This includes confidential information related to any of the following: |
| Any Affiliate-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen. |
Code of Ethics |
Page 4 of 8 |
| New products, product changes, or business initiatives. |
| Past, current, and prospective clients, including their identities, investments, and account activity. |
Keeping information confidential means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others.
This includes:
| Making sure no confidential information is visible on your computer screen and desk when you are not there. |
| Not sharing passwords with others. |
| Using caution when discussing business in any location where your conversation could be overheard. Confidential information may be released only as required by law or as permitted under the applicable privacy policy(ies). Consult the Nuveen Ethics Office or your local/designated CCO before releasing any confidential information. |
4. |
Handle Material Non-Public Information properly. Follow all of the terms described in Material Non-Public Information below. Be aware that any failure to handle such information properly is a serious offense and may lead to disciplinary action from Nuveen as well as serious civil or criminal liability. |
5. |
Comply with Federal Securities Laws. Any violation of these laws is punishable as a violation of the Code. |
6. |
Never do anything indirectly that, if done directly, would violate the Code. Such actions will be considered the equivalent of direct Code violations. |
7. |
Promptly alert the Nuveen Ethics Office or your local/designated CCO of any actual or suspected wrongdoing. Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code. If you prefer to report confidentially, call the TIAA Confidential Helpline at 1-877-774-6492. Note that failure to report suspected wrongdoing in a timely fashion is itself a violation of the Code. |
PRE-CLEARANCE AND
HOLDING REQUIREMENTS
8. |
Pre-clear any trade in Reportable Securities, including certain Affiliated Funds (see box on next page for additional information). |
If your trade requires pre-clearance, request approval through the Protegent PTA system (PTA) before you or any Household Member places an order to buy or sell any Reportable Security. Any approval you receive expires at the end of the day it was granted; however, you may place after-hours trades in international markets until 11:59 PM local time on that day. When requesting pre-clearance, follow this process:
| Request pre-clearance on the same day you want to trade, during standard US trading hours (9:30 AM to 4:00 PM ET). Be sure your pre-clearance request is accurate as to security and direction of trade. |
| Wait for approval to be displayed before trading. If you receive approval, you may only trade that same day, and only within the scope of approval. If you do not receive approval, do not trade. |
| Place day orders only. Do not place good-till-canceled orders or limit orders that expire beyond the day of pre-clearance approval. You may place orders for an after-hours trading session or in foreign markets using that days pre-clearance approval, but you must not place any order that could remain open into the next days trading session. |
9. |
Hold positions in securities that are subject to pre-clearance for 60 calendar days, or be prepared to forfeit any gains. Several things to note: |
| You may be required to surrender any gains realized (net of commissions) through a violation of this rule. |
| The 60-day holding requirement is tested on a last-in-first-out basis, across all of your holdings (not just within individual accounts). |
| The 60-day holding requirement extends to any options or other transactions that may have the same effect as a purchase or sale, and to all Reportable Securities except Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs), Unit Investment Trusts (UITs), and open-end Affiliated Funds. Nuveen-branded or sponsored closed-end funds are subject to the 60-day holding requirement. |
| You may sell the security on the 60th day after purchase, provided you obtain pre-clearance or an approved exemption applies. |
| You may re-purchase a security immediately after executing a sale of that same security, which will trigger a new 60 calendar day holding period. |
| You may close a position at a loss at any time provided pre-clearance approval has been obtained, or an approved exemption applies. If your pre-clearance has been denied, it is advisable that you contact the Nuveen Ethics Office if you are seeking to sell at a loss within 60 days of your purchase. |
10. |
Comply with trading restrictions described in the prospectuses for all Affiliated Funds. This includes restrictions on frequent trading in shares of any open-end Affiliated Fund. |
11. |
Pre-clear any transaction in a Managed Account that involves your influence. You must also immediately consult with the Nuveen Ethics Office to discuss whether the account in question can properly remain classified as a Managed Account. |
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12. |
Obtain the required approvals before any transaction in a Private Placement, including PIPEs. Participation and approval for all transactions in Private Placements advised or sub-advised by Nuveen, is facilitated by the Nuveen Employee Investment Program (NuveenEIP@nuveen.com). |
For all other Private Placements, you must obtain approval for initial and subsequent commitments to invest but not sales/redemptions. Be aware that sales/redemptions are Reportable Transactions. Approval is required even if the investment is made in a Managed Account.
WHAT NEEDS TO BE PRE-CLEARED | ||||
Pre-clearance required
All actively initiated trades in Reportable Securities, except those listed here under No pre-clearance required. The sale of restricted stock or employee stock options accrued during prior employment or a Household Members employment require pre-clearance. If pre-clearance is denied, you may contact the Nuveen Ethics Office to request reconsideration.
Be aware that pre-clearance can be withdrawn even after it has been granted, and even after you have traded, if Nuveen later becomes aware of Affiliate-Advised Account or Portfolio trades whose existence would have resulted in denial of pre-clearance. In these cases you may be required to reverse a trade and/or forfeit an appropriate portion of any profit, as determined by the Nuveen Ethics Office. Be aware that trades initiated by a broker to address the financial standing of an account can result in violations and will generally not be protected by the Codes actively initiated trade language for trades requiring pre-clearances. Example include, but are not limited to, brokers initiating trades in margin accounts, brokers initiating trades to cover account fees, and brokers initiating trades to remediate a minimum or negative cash balance in an account. |
Pre-clearance not required Shares of any open-end mutual fund (including Affiliated Funds). ETFs, ETNs, UITs (including options on ETFs and ETNs). CDs and commercial paper. Securities acquired or disposed of through actions outside your control or issued pro rata to all holders of the same class of investment, such as automatic dividend reinvestments, stock splits, mergers, spin-offs, or rights subscriptions. The automatic exercise or liquidation by an exchange of a derivative instrument upon expiration or the delivery of securities pursuant to a written option that is exercised against you, and the assignment of options. Sales pursuant to a bona fide tender offer. Trades made through an Automatic Investment Plan that have been disclosed to the Nuveen Ethics Office in advance. Trades in a Managed Account (except that you must pre-clear any trades that involve your influence, any initial purchases of Private Placements, purchases in any equity IPO, and any sales or redemptions of Private Placements that are branded, sponsored, advised or sub-advised by Nuveen). Foreign currencies, including futures. Commodity instruments. Index options and index futures. Direct investments in cryptocurrencies. Crypto instruments that are comprised of and invest solely in cryptocurrencies. |
OTHER RESTRICTIONS
13. |
Never knowingly trade any security being traded or considered for trade by any Affiliate-Advised Account or Portfolio. This applies to employee transactions in securities that are exempt from pre-clearance, and includes equivalent or related securities. |
For example, if a companys common stock is being traded, you may face restrictions on trading any of the companys debt, preferred, or foreign equivalent securities, and from trading or exercising any options based on the companys securities.
14. |
Always prioritize client trades over personal trades. Your fiduciary duties to the client are far more important than your personal trading, which is a privilege and not a right. Never delay or in any way alter the timing or terms of a client trade for your personal benefit. |
15. |
Do not engage in trading that involves single stock futures. |
16. |
Do not engage in uncovered short sales of individual securities. |
17. |
You may trade options on individual securities, subject to the 60-day holding period. Options traded must have an expiration of at least 60 days from the date that you enter into the contract. You are not permitted to close an option at a profit within 60 days of having entered into the contract. The option contract can be closed in less than 60 days at a loss, provided pre-clearance approval has been obtained. |
18. |
Never participate in an investment club or similar entity. |
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19. |
Do not engage in excessive or inappropriate trading activity. Never let personal trading interfere with your professional duties. The Nuveen Ethics Office and/or your local/designated CCO, in consultation with your manager, will determine what constitutes excessive or inappropriate trading. |
20. |
Pre-clear the sale of securities in a margin account. Margin accounts are permitted, however you must obtain pre-clearance when selling to meet a margin call, even if the transaction is initiated by a broker. |
21. |
Never purchase an IPO without advance approval. This includes Managed Accounts. Equity IPO participation is generally prohibited but approval may be granted in special circumstances, such as when: |
| You already have equity in the company and are offered shares. |
| You are a policy holder or depositor in a company that is demutualizing. |
| A Household Member has been offered shares as an employee. |
Purchases of initial offerings of SPACs, fixed income securities, convertible securities, preferred securities, open- and closed-end funds, commodity pools, and secondary equity offerings are generally permitted subject to prior approval from the Nuveen Ethics Office.
REPORTING REQUIREMENTS
UPON BECOMING A NUVEEN EMPLOYEE
22. |
Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code. This includes certifying that you have read the Code, understand it, recognize that you are subject to it, have complied with all of its applicable requirements, and have submitted all Code-required reports. |
23. |
Within 10 calendar days of starting at Nuveen, use PTA to report all of your Reportable Accounts and holdings in Reportable Securities. |
For each Reportable Account that permits the purchase of Reportable Securities, upload the most recent statement, making sure that it includes information about the broker, dealer, or bank through which the account is held and the
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type of account. For each Reportable Security, provide the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and the principal amount (dollar value).
This information must be no older than 45 calendar days before your first day of employment.
Note that there are separate procedures for Managed Accounts, as described below in item 24. Within 10 calendar days of starting at Nuveen, report all current investments in Private Placements (limited offerings). Limited offerings are Reportable Securities.
24. |
Within 30 calendar days of starting at Nuveen, move or close any Reportable Account that is not at an approved firm. This does not include Reportable Accounts that are 401(k), HSA, ESPP/ESOP, or 529 plans. Accounts held directly with a mutual fund complex or mutual fund only platform in which open-end non- Affiliated Funds are the only possible investment are not reportable. Contact the Nuveen Ethics Office if you are unsure whether your account must be held with an approved firm. The list of approved firms is maintained by the Nuveen Ethics Office and may be accessed on PTA. |
Under very limited circumstances, it may be possible to obtain a waiver to keep a Reportable Account at a non-approved firm. Examples include:
| An account owned by a Household Member who works at another financial firm with comparable restrictions. |
| An account that holds securities that cannot be transferred. |
| An account that cannot be moved because of a trust agreement. |
To apply for an exception, contact the Nuveen Ethics Office. For any account granted an exception, you are required to upload statements for the account in PTA based on the frequency with which a statement is generated for the account (e.g. monthly, quarterly). In all cases, if your accounts are not held at an approved firm, you must manually enter all Reportable Transactions in PTA within 5 days of execution.
Consultants and temporary workers are generally not required to move or close Reportable Accounts.
25. |
Within 30 calendar days of starting at Nuveen, seek approval to liquidate any securities held prior to starting at Nuveen that you do not wish to continue to hold. If you wish to liquidate securities that you held prior to joining Nuveen, seek approval by contacting the Nuveen Ethics Office within 30 calendar days of starting at Nuveen. If you do not liquidate securities during this time, you will generally forfeit this consideration for liquidation. |
WHEN OPENING ANY MANAGED ACCOUNT
26. |
Get pre-approval for any new Managed Account before any trading activity commences and report the account within 10 calendar days of the date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event. Using the appropriate form which may be accessed in PTA, provide representations that support the classification of the account as a Managed Account. For an account to be classified as a Managed Account, the account owner must have no direct or indirect influence or control over the securities in the account. The form must be signed by the accounts broker or investment manager and by all account owners. You may be asked periodically to confirm these representations or submit an updated form to confirm such. |
Note that upon request, you are also responsible for providing duplicate statements for the Managed Account to the Ethics Office
WHEN OPENING ANY NEW
REPORTABLE ACCOUNT
27. |
Report any new Reportable Account, including Managed Accounts. Do this in PTA within 10 calendar days of the date you or a Household member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event. |
EVERY QUARTER
28. |
Within 30 calendar days of the end of each calendar quarter, verify in PTA that all Reportable Transactions made during that quarter have been reported. PTA will display all transactions of yours for which it has received notice (except transactions in your TIAA pension and retirement plan accounts, which you are not required to report because the firm accesses this information directly). For any other Reportable Transactions not displayed, or displayed inaccurately, you are responsible for making any necessary revisions in PTA prior to completing your certification. |
29. |
For each Reportable Transaction, you must provide, as applicable, the transaction date, security name and type, ticker symbol or CUSIP, interest rate (coupon) and maturity date, number of shares, price at which the transaction was effected, principal amount (dollar value), the nature of the trade (buy or sell), and the name of the broker, dealer, or bank that effected the transaction. It is very important that you carefully review and verify the transactions and related details displayed on PTA, checking for accuracy and completeness. Once again, if you find any errors or omissions, correct or add to your list of transactions in PTA. |
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EVERY YEAR
30. |
Within 45 calendar days of the end of each calendar year, acknowledge receipt of the most recent version of the Code and certify in PTA as to your annual Reportable Security holdings and Reportable Accounts. |
The reporting must contain the information described in item 23 above, and include your certification that you have reported all Reportable Accounts, and all holdings in Reportable Securities at year end. You are responsible for ensuring that all of your Reportable Accounts have been accurately reported in PTA. If any of your holdings in Reportable Securities are not displayed in PTA or are displayed inaccurately, you are responsible for entering adjustments and trade confirms or making any necessary revisions in PTA to complete your certification.
In addition, you must affirm each year through PTA that each Managed Account is properly classified as a Managed Account, for yourself and on behalf of any Household Member. This separate certification does not require broker or investment manager involvement.
You also must acknowledge any amendments to the Code that occur during the course of the year.
ADDITIONAL RULES FOR SECTION 16 PERSONS
Pre-clear (through PTA) any transactions in Nuveen closed-end funds and any other closed-end funds of which you are a Section 16 Person. Your request will be reviewed by Legal. Pre-clear buy/sell transactions involving any Nuveen closed-end funds within your Managed Account(s). When selling for a gain any securities you buy that are issued by the entity of which you are a Section 16 Person, make sure it is at least 6 months after your most recent purchase of that security. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in-first-out basis. You may be required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are a Section 16 Person, no exception from pre-clearance is available. Promptly email details of all executed transactions in these securities to the appropriate contact in Legal. See the Nuveen Funds Section 16 Policy and Procedures for additional information.
If you are unsure whether you are a Section 16 Person, contact Legal or the Nuveen Ethics Office. |
CODE ADMINISTRATION
Training
You will be required to participate in training on the Code when joining Nuveen as well as periodically during the time you are subject to the Code.
Exceptions
The Code exists to prevent violations of law. The Nuveen Ethics Office may, under certain circumstances, grant waivers from a Code requirement. No waivers or exceptions that would violate any law will be granted.
Monitoring
The Nuveen Ethics Office is responsible for monitoring accounts, transactions, holdings and certifications for any violations of this Code.
Consequences of violation
Any individual who violates the Code is subject to penalty. Penalties could include, among other possibilities, a written warning, restriction of trading privileges, unwinding or reversing trades, disgorgement of trading profits, fines, and suspension or termination of employment.
Applicable rules
The Code has been adopted in recognition of Nuveens fiduciary obligations to clients and in accordance with various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Affiliated Funds advised by Nuveen Fund Advisors, LLC, TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC under Rule 17j-1.
Some elements of the Code also constitute part of Nuveens response to Financial Industry Regulatory Authority (FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC. |
NUVEEN OPEN-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director/trustee of the above-referenced organizations listed on Appendix A, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her on her behalf and in Registration Statements on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization has hereunto set her hand this 1st day of June 2021.
/s/ Amy B.R. Lancellotta |
||
Amy B.R. Lancellotta |
APPENDIX A
NUVEEN INVESTMENT FUNDS, INC.
NUVEEN INVESTMENT TRUST
NUVEEN INVESTMENT TRUST II
NUVEEN INVESTMENT TRUST III
NUVEEN INVESTMENT TRUST V
NUVEEN MUNICIPAL TRUST
NUVEEN MULTISTATE TRUST I
NUVEEN MULTISTATE TRUST II
NUVEEN MULTISTATE TRUST III
NUVEEN MULTISTATE TRUST IV
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST
NUVEEN OPEN-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director/trustee of the above-referenced organizations listed on Appendix A, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her on her behalf and in Registration Statements on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization has hereunto set her hand this 1st day of June 2021.
/s/ Joanne T. Medero |
||
Joanne T. Medero |
APPENDIX A
NUVEEN INVESTMENT FUNDS, INC.
NUVEEN INVESTMENT TRUST
NUVEEN INVESTMENT TRUST II
NUVEEN INVESTMENT TRUST III
NUVEEN INVESTMENT TRUST V
NUVEEN MUNICIPAL TRUST
NUVEEN MULTISTATE TRUST I
NUVEEN MULTISTATE TRUST II
NUVEEN MULTISTATE TRUST III
NUVEEN MULTISTATE TRUST IV
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST