Filed Pursuant to Rule 424(b)(3)
File No. 333-259086
File No. 333-254678
NUVEEN DYNAMIC MUNICIPAL OPPORTUNITIES FUND (NYSE: NDMO)
NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND (NYSE: NMCO)
(EACH, A “FUND”)
SUPPLEMENT DATED SEPTEMBER 30, 2022
TO EACH FUND’S STATEMENT OF
ADDITIONAL INFORMATION (“SAI”)
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| Nuveen Dynamic Municipal Opportunities Fund |
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Nuveen Municipal Credit Opportunities Fund |
| SAI dated August 26, 2021, as supplemented |
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SAI dated March 24, 2021, as supplemented |
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1. |
The section of each Fund’s SAI entitled “Portfolio Composition and Other Information –
Segregation of Assets” is hereby deleted in its entirety. As a general matter, to the extent the SAI otherwise discusses the Fund’s obligation to segregate assets with respect to its investments in derivative instruments, such disclosure
is hereby deleted and, instead, the Fund will comply with the applicable investment limitations and requirements of Rule 18f-4 under the 1940 Act. |
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2. |
Additionally, add the following as a new paragraph after the fifth paragraph under the section of each SAI
entitled “Portfolio Composition and Other Information – Hedging Strategies and Other Uses of Derivatives”: |
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. Under Rule 18f-4 under the 1940 Act, a registered investment company’s
derivatives exposure, which includes short positions for this purpose, is limited through a value-at-risk test and Rule 18f-4
requires the adoption and implementation of a derivatives risk management program for certain derivatives users. However, subject to certain conditions, limited derivatives users (as defined in Rule 18f-4) are
not subject to the full requirements of Rule 18f-4. Rule 18f-4 could limit the Fund’s ability to engage in certain derivatives transactions and/or increase the
costs of such derivatives transactions, which could adversely affect the value or performance of the Fund. Moreover, there may be asset coverage requirements for certain arrangements. In order to engage in certain transactions in derivatives, the
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. Changes in the value of a derivative may also create margin delivery or settlement payment
obligations for the Fund. In addition, the Fund’s ability to use derivative instruments may be limited by tax considerations.
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3. |
The disclosure under the section of the SAI entitled “Proxy Voting Policies and Procedures” is
hereby deleted and replaced with the following: |
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Your 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.
In the rare event
that a municipal issuer held by the Fund were to issue a proxy, or that the Fund were to receive a proxy issued by a cash management security, the Sub-Adviser will vote proxies in accordance with the Nuveen
Proxy Voting Guidelines, which are attached, along with the Nuveen Proxy Voting Policy and Nuveen Proxy Voting Conflicts of Interest Policy and Procedures, as Appendix B to this SAI.
Voted Proxies. Information regarding how your Fund voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available without charge by accessing the Fund’s Proxy Voting Report on Form N-PX, which is available
through both Nuveen’s website at http://www.nuveen.com/en-us/closed-end-funds or the SEC’s website at
http://www.sec.gov.
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4. |
Appendix B to the SAI is hereby deleted and replaced with the following: |
Appendix B
Nuveen Proxy Voting Policies
Nuveen proxy voting guidelines
Nuveen Asset Management, LLC, Teachers
Advisors, LLC and TIAA-CREF Investment Management, LLC
Applicability
These Guidelines apply to employees of Nuveen acting on behalf of Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC
(“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”) (each an “Adviser” and collectively referred to as the “Advisers”)
Our voting practices are guided by our obligations to our clients.
These Guidelines set forth the manner in which the Advisers intend to vote on proxy matters involving publicly traded portfolio companies held in
client portfolios, and serve to assist clients, portfolio companies and other interested parties in understanding how the Advisers intend to vote on proxy-related issues. As indicated in these Guidelines, we monitor portfolio companies’
environmental, social and governance (ESG) practices in an effort to ensure that boards consider these factors in the context of their strategic deliberations. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will
ultimately vote with respect to any proposal or resolution.
We vote proxies in accordance with what we believe is in the best interest of our
clients. In making those decisions, we are principally guided by advancing long-term shareholder value and may take into account many factors, including input from our investment teams and third-party research. Among other factors, we consider
specific company context, including ESG practices and financial performance. It is our belief that a one-size-fits-all approach
to proxy voting is not appropriate.
Our proxy voting decisions with respect to shareholder resolutions may be influenced by several additional
factors: (i) whether the shareholder resolution process is the appropriate means of addressing the issue; (ii) whether the
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resolution promotes economic performance and shareholder value; (iii) whether the resolution promotes ESG best practices; and (iv) whether the information and actions recommended by the
resolution are reasonable and practical.
The Guidelines are implemented by Nuveen’s Responsible Investing Team (RI Team) and applied in
consideration of the facts and circumstances of the particular resolution. The RI Team relies on its professional judgment informed by proprietary research and reports provided by a various third-party research providers. The portfolio managers of
the Advisers maintain the ultimate decision-making authority with respect to how proxies will be voted, and may determine to vote contrary to the Guidelines if such portfolio manager determines it is in the best interest of the respective
Adviser’s clients to do so. The rationale for votes submitted contrary to the Guidelines will be documented and maintained.
| II. |
Accountability and transparency |
General Policy: We generally vote in favor of the board’s nominees but will consider withholding or voting against some or all directors in
the following circumstances:
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When we conclude that the actions of directors are unlawful, unethical, negligent, or do not meet fiduciary standards of
care and loyalty, or are otherwise not in the best interest of shareholders. Such actions would include: |
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Egregious compensation practices |
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Lack of responsiveness to a failed vote |
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Unequal treatment of shareholders |
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Adoption of inappropriate antitakeover devices |
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When a director has consistently failed to attend board and committee meetings without an appropriate rationale
being provided |
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When board independence is not in line with local market regulations or best practices |
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When a member of executive management sits on a key board committee that should be composed of only independent directors
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When directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions
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When there is insufficient diversity on the board and the company has not demonstrated its commitment to adding diverse
candidates |
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When we determine that director tenure is excessive and there has been no recent board refreshment |
General Policy: We will support the candidates we believe will represent the best interests of shareholders.
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Majority vote for the election of directors |
General Policy: We generally support shareholder resolutions asking that companies amend their governance documents to provide for director
election by majority vote.
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Establish specific board committees |
General Policy: We generally vote against shareholder resolutions asking the company to establish specific board committees unless we believe
specific circumstances dictate otherwise.
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Annual election of directors |
General Policy: We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand
for re-election annually.
General Policy: We generally do not support proposals asking that shareholders be allowed to cumulate votes in director elections, as this
practice may encourage the election of special interest directors.
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Separation of Chairman and Chief Executive Officer |
General Policy: We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the
company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by- case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance
suggest a material deficiency in independent influence into the company’s strategy and oversight.
General Policy: We will consider on a case-by-case basis
shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding
periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns.
General Policy: We will generally support the board’s choice of auditor and believe that the auditor should be elected annually. However, we
will consider voting against the ratification of an audit firm where non-audit fees are excessive, where the firm has been involved in conflict of interest or fraudulent activities in connection with the
company’s audit, where there has been a material restatement of financials or where the auditor’s independence is questionable.
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Supermajority vote requirements |
General Policy: We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.
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Dual-class common stock and unequal voting rights |
General Policy: We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of
equity with unequal voting rights or special privileges.
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Right to call a special meeting |
General Policy: We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25%
ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.
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Right to act by written consent |
General Policy: We will consider on a case-by-case basis
shareholder resolutions requesting the right to act by written consent.
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Antitakeover devices (poison pills) |
General Policy: We will consider on a case-by-case basis
proposals relating to the adoption or rescission of antitakeover devices with attention to the following criteria:
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Whether the company has demonstrated a need for antitakeover protection |
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Whether the provisions of the device are in line with generally accepted governance principles |
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Whether the company has submitted the device for shareholder approval |
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Whether the proposal arises in the context of a takeover bid or contest for control |
We will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted without
shareholder approval.
General Policy: We will evaluate on a case-by-case basis
proposals for reincorporation taking into account the intention of the proposal, established laws of the new domicile and jurisprudence of the target domicile. We will not support the proposal if we believe the intention is to take advantage of laws
or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.
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Corporate political influence |
General Policies:
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We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s
direct political contributions, including board oversight procedures. |
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We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s
charitable contributions and other philanthropic activities. |
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We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the
long-term health of the corporation. |
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We will evaluate on a case-by-case basis
shareholder resolutions seeking disclosure of a company’s lobbying expenditures. |
We recognize that many exchange-listed closed-end funds (“CEFs”) have adopted particular corporate
governance practices that deviate from certain policies set forth in the Guidelines. We believe that the distinctive structure of CEFs can provide important benefits to investors, but leaves CEFs uniquely vulnerable to opportunistic traders seeking
short-term gains at the expense of long-term shareholders. Thus, to protect the interests of their long-term shareholders, many CEFs have adopted measures to defend against attacks from short-term oriented activist investors. As such, in light of
the unique nature of CEFs and their differences in corporate governance practices from operating companies, we will consider on a case-by-case basis proposals involving
the adoption of defensive measures by CEFs. This is consistent with our approach to proxy voting that recognizes the importance of case-by-case analysis to ensure
alignment with investment team views, and voting in accordance with the best interest of our shareholders.
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Advisory votes on executive compensation (say on pay) |
General Policy: We will consider on a case-by-case basis the
advisory vote on executive compensation (say on pay). We expect well-designed plans that clearly demonstrate the alignment between pay and performance, and we encourage companies to be responsive to low levels of support by engaging with
shareholders. We also prefer that companies offer an annual non-binding vote on executive compensation. In absence of an annual vote, companies should clearly articulate the rationale behind offering the vote
less frequently.
We generally note the following red flags when evaluating executive compensation plans:
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Undisclosed or Inadequate Performance Metrics: We believe that performance goals for compensation plans should be
disclosed meaningfully. Performance hurdles should not be too easily attainable. Disclosure of these metrics should enable shareholders to assess whether the plan will drive long-term value creation. |
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Excessive Equity Grants: We will examine a company’s past grants to determine the rate at which shares are
being issued. We will also seek to ensure that equity is being offered to more than just the top executives at the company. A pattern of excessive grants can indicate failure by the board to properly monitor executive compensation and its costs.
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Lack of Minimum Vesting Requirements: We believe that companies should establish minimum vesting guidelines for
senior executives who receive stock grants. Vesting requirements help influence executives to focus on maximizing the company’s long-term performance rather than managing for short-term gain. |
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Misalignment of Interests: We support equity ownership requirements for senior executives and directors to align
their interests with those of shareholders. |
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Special Award Grants: We will generally not support mega-grants. A company’s history of such excessive grant
practices may prompt us to vote against the stock plans and the directors who approve them. Mega-grants include equity grants that are excessive in relation to other forms of compensation or to the compensation of other employees and grants that
transfer disproportionate value to senior executives without relation to their performance. We also expect companies to provide a rationale for any other one-time awards such as a guaranteed bonus or a
retention award. |
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Excess Discretion: We will generally not support plans where significant terms of awards—such as coverage,
option price, or type of awards—are unspecified, or where the board has too much discretion to override minimum vesting or performance requirements. |
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Lack of Clawback Policy: We believe companies should establish clawback policies that permit recoupment from any
senior executive who received compensation as a result of defective financial reporting, or whose behavior caused financial harm to shareholders or reputational risk to the company. |
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Equity-based compensation plans |
General Policy: We will review equity-based compensation plans on a
case-by-case basis, giving closer scrutiny to companies where plans include features that are not performance-based or where potential dilution or burn rate total is
excessive. As a practical matter, we recognize that more dilutive broad-based plans may be appropriate for human-capital intensive industries and for small- or mid-capitalization firms and start-up companies.
We generally note the following red flags when evaluating equity incentive plans:
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Evergreen Features: We will generally not support option plans that contain evergreen features, which reserve a
specified percentage of outstanding shares for award each year and lack a termination date. |
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Reload Options: We will generally not support reload options that are automatically replaced at market price
following exercise of initial grants. |
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Repricing Options: We will generally not support plans that authorize repricing. However, we will consider on a case-by-case basis management proposals seeking shareholder approval to reprice options. We are likely to vote in favor of repricing in cases where the company excludes named
executive officers and board members and ties the repricing to a significant reduction in the number of options. |
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Undisclosed or Inappropriate Option Pricing: We will generally not support plans that fail to specify exercise
prices or that establish exercise prices below fair market value on the date of grant. |
General Policy: We will vote on a case-by-case basis on golden
parachute proposals, taking into account the structure of the agreement and the circumstances of the situation. However, we would prefer to see a double trigger on all
change-of-control agreements and no excise tax gross-up.
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Shareholder resolutions on executive compensation |
General Policy: We will consider on a case-by-case basis
shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
| III. |
Guidelines for ESG shareholder resolutions |
We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies,
operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk and advance long-term
shareholder value.
General Policy: We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of
climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.
General Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s use of
natural resources, the impact on its business of declining resources and its plans to improve the efficiency of its use of natural resources.
General Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s
initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.
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General Policy: We will generally support reasonable shareholder resolutions asking for reports on the company’s impact on animal welfare.
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Issues related to customers |
General Policy: We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a
company’s goods and services on the customers and communities it serves.
General Policy: We will generally support reasonable shareholder resolutions asking companies for disclosure about the impact of lending
activities on borrowers and about policies designed to prevent predatory lending practices.
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Issues related to employees and suppliers |
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Diversity and nondiscrimination |
General Policies:
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We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s
nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards. |
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We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s
workforce, board diversity, and gender pay equity policies and practices. |
Global labor standards
General Policy: We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement
practices, as well as the establishment of global labor policies based upon internationally recognized standards.
Issues related to
communities
Corporate response to global health risks
General Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health
impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.
Global human rights codes of conduct
General Policy: We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the
establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.
Disclosures
Nuveen Asset Management, LLC, Teachers Advisors, LLC, and TIAA-CREF Investment Management, LLC are SEC registered investment advisers and subsidiaries of Nuveen, LLC
Nuveen proxy voting policy
Nuveen Asset Management, LLC, Teachers
Advisors, LLC and TIAA-CREF Investment Management, LLC
Applicability
This Policy applies to Nuveen employees acting on behalf of Nuveen Asset Management, LLC, Teachers Advisors, LLC, and TIAA-CREF Investment Management,
LLC
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Policy purpose and statement
Proxy voting is the primary means by which shareholders may influence a publicly traded company’s governance and operations and thus create the
potential for value and positive long-term investment performance. When an SEC registered investment adviser has proxy voting authority, the adviser has a fiduciary duty to vote proxies in the best interests of its clients and must not subrogate its
clients’ interests to its own. In their capacity as fiduciaries and investment advisers, Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”), (each
an “Adviser” and collectively, the “Advisers”), vote proxies for the Portfolio Companies held by their respective clients, including investment companies and other pooled investment vehicles, institutional and retail separate
accounts, and other clients as applicable. The Advisers have adopted this Policy, the Nuveen Proxy Voting Guidelines, and the Nuveen Proxy Voting Conflicts of Interest Policy for voting the proxies of the Portfolio Companies they manage. The
Advisers leverage the expertise and services of an internal group referred to as the Responsible Investing Team (RI Team) to administer the Advisers’ proxy voting. The RI Team adheres to the Advisers’ Proxy Voting Guidelines which are
reasonably designed to ensure that the Advisers vote client securities in the best interests of the Advisers’ clients.
Policy statement
Proxy voting is a key component of a Portfolio Company’s corporate governance program and is the primary method for exercising shareholder rights
and influencing the Portfolio Company’s behavior. Nuveen makes informed voting decisions in compliance with Rule 206(4)-6 (the “Rule”) of the Investment Advisers Act of 1940, as amended (the
“Advisers Act”) and applicable laws and regulations, (e.g., the Employee Retirement Income Security Act of 1974, “ERISA”).
Enforcement
As provided in the TIAA Code of Business Conduct, all employees are expected to comply with applicable laws and regulations, as well as the
relevant policies, procedures and compliance manuals that apply to Nuveen’s business activities. Violation of this Policy may result in disciplinary action up to and including termination of employment.
Terms and definitions
Advisory Personnel includes
the Adviser’s portfolio managers and/or research analysts.
Proxy Voting Guidelines (the “Guidelines”) are a set of pre-determined principles setting forth the manner in which the Advisers intend to vote on specific voting categories, and serve to assist clients, Portfolio Companies, and other interested parties in understanding
how the Advisers intend to vote on proxy-related matters. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with respect to any proposal or resolution.
Portfolio Company includes any publicly traded company held in an account that is managed by an Adviser.
Policy requirements
Investment advisers, in accordance
with the Rule, are required to (i) adopt and implement written policies and procedures that are reasonably designed to ensure that proxies are voted in the best interest of clients, and address resolution of material conflicts that may arise,
(ii) describe their proxy voting procedures to their clients and provide copies on request, and (iii) disclose to clients how they may obtain information on how the Advisers voted their proxies.
The Nuveen Proxy Voting Committee (the “Committee”), the Advisers, the RI Team and Nuveen Compliance are subject to the respective
requirements outlined below under Roles and Responsibilities.
Although it is the general policy to vote all applicable proxies received in a timely
fashion with respect to securities selected by an Adviser for current clients, the Adviser may refrain from voting in certain circumstances where such voting would be disadvantageous, materially burdensome or impractical, or otherwise inconsistent
with the overall best interest of clients.
Roles and responsibilities
Nuveen Proxy Voting Committee
The purpose
of the Committee is to establish a governance framework to oversee the proxy voting activities of the Advisers in accordance with the Policy. The Committee has delegated responsibility for the implementation and ongoing
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administration of the Policy to the RI Team, subject to the Committee’s ultimate oversight and responsibility as outlined in the Committee’s Proxy Voting Charter.
Advisers
| 1. |
Advisory Personnel maintain the ultimate decision-making authority with respect to how proxies will be voted, unless
otherwise instructed by a client, and may determine to vote contrary to the Guidelines and/or a vote recommendation of the RI Team if such Advisory Personnel determines it is in the best interest of the Adviser’s clients to do so. The rationale
for all such contrary vote determinations will be documented and maintained. |
| 2. |
When voting proxies for different groups of client accounts, Advisory Personnel may vote proxies held by the respective
client accounts differently depending on the facts and circumstances specific to such client accounts. The rationale for all such vote determinations will be documented and maintained. |
| 3. |
Advisory Personnel must comply with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to potential
material conflicts of interest. |
Responsible Investing Team
| 1. |
Performs day-to-day administration of
the Advisers’ proxy voting processes. |
| 2. |
Seeks to vote proxies in adherence to the Guidelines, which have been constructed in a manner intended to align with the
best interests of clients. In applying the Guidelines, the RI Team, on behalf of the Advisers, takes into account many factors, including, but not limited to: |
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Input from Advisory Personnel |
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Specific Portfolio Company context, including environmental, social and governance practices, and financial performance.
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| 3. |
Delivers copies of the Advisers’ Policy to clients and prospective clients upon request in a timely manner, as
appropriate. |
| 4. |
Assists with the disclosure of proxy votes as applicable on corporate website(s) and elsewhere as required by applicable
regulations. |
| 5. |
Prepares reports of proxies voted on behalf of the Advisers’ investment company clients to their Boards or
committees thereof, as applicable. |
| 6. |
Performs an annual vote reconciliation for review by the Committee. |
| 7. |
Arranges the annual service provider due diligence, including a review of the service provider’s potential
conflicts of interests, and presents the results to the Committee. |
| 8. |
Facilitates quarterly Committee meetings, including agenda and meeting minute preparation. |
| 9. |
Complies with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to potential material conflicts of
interest. |
| 10. |
Creates and retains certain records in accordance with Nuveen’s Record Management program. |
| 11. |
Ensures proxy voting service provider makes and retains certain records as required under applicable regulation.
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| 12. |
Assesses, in cooperation with Advisory Personnel, whether securities on loan should be recalled in order to vote their
proxies. |
Nuveen Compliance
| 1. |
Ensures proper disclosure of Advisers’ Policy to clients as required by regulation or otherwise.
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| 2. |
Ensures proper disclosure to clients of how they may obtain information on how the Advisers voted their proxies.
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| 3. |
Assists the RI Team with arranging the annual service provider due diligence and presenting the results to the
Committee. |
| 4. |
Monitors for compliance with this Policy and retains records relating to its monitoring activities pursuant to
Nuveen’s Records Management program. |
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Governance
Review and approval
This Policy will be
reviewed at least annually and will be updated sooner if substantive changes are necessary. The Policy Leader, the Committee and the NEFI Compliance Committee are responsible for the review and approval of this Policy.
Implementation
Nuveen has established the
Committee to provide centralized management and oversight of the proxy voting process administered by the RI Team for the Advisers in accordance with its Proxy Voting Committee Charter and this Policy.
Exceptions
Any request for a proposed
exception or variation to this Policy will be submitted to the Committee for approval and reported to the appropriate governance committee(s), where appropriate.
Related documents
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Nuveen Proxy Voting Committee Charter |
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Nuveen Policy Statement on Responsible Investing |
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Nuveen Proxy Voting Guidelines |
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Nuveen Proxy Voting Conflicts of Interest Policy and Procedures |
Nuveen proxy voting conflicts of interest policy and procedures
Applicability
This Policy applies to employees of Nuveen
(“Nuveen”) acting on behalf of Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”), (each an “Adviser” and collectively referred to
as the “Advisers”)
Policy purpose and statement
Proxy voting by investment advisers is subject to U.S. Securities and Exchange Commission (“SEC”) rules and regulations, and for accounts
subject to ERISA, U.S. Department of Labor (“DOL”) requirements. These rules and regulations require policies and procedures reasonably designed to ensure proxies are voted in the best interest of clients and that such procedures set forth
how the adviser addresses material conflicts that may arise between the Adviser’s interests and those of its clients. The purpose of this Proxy Voting Conflicts of Interest Policy and Procedures (“Policy”) is to describe how the
Advisers monitor and address the risks associated with Material Conflicts of Interest arising out of business and personal relationships that could affect proxy voting decisions.
Nuveen’s Responsible Investing Team (“RI Team”) is responsible for providing vote recommendations, based on the Nuveen Proxy Voting
Guidelines (the “Guidelines”), to the Advisers and for administering the voting of proxies on behalf of the Advisers. When determining how to vote proxies, the RI Team adheres to the Guidelines which are reasonably designed to ensure that
the Advisers vote proxies in the best interests of the Advisers’ clients.
Advisers may face certain potential Material Conflicts of Interest
when voting proxies. The procedures set forth below have been reasonably designed to identify, monitor, and address potential Material Conflicts of Interest to ensure that the Advisers’ voting decisions are based on the best interest of their
clients and are not the product of a conflict.
Policy statement
The Advisers have a fiduciary duty to vote proxies in the best interests of their clients and must not subrogate the interests of their clients to their
own.
Enforcement
As provided in the TIAA Code of
Business Conduct, all employees are expected to comply with applicable laws and regulations, as well as the relevant policies, procedures and compliance manuals that apply to Nuveen’s business activities. Violation of this Policy may result in
disciplinary action up to and including termination of employment.
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Terms and definitions
Advisory Personnel includes the Advisers’ portfolio managers and research analysts.
Conflicts Watch List (“Watch List”) refers to a list maintained by the RI Team based on the following:
| 1. |
The positions and relationships of the following categories of individuals are evaluated to assist in identifying a
potential Material Conflict with a Portfolio Company: |
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Nuveen Executive Leadership Team |
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iii. |
RI Team members who provide proxy voting recommendations on behalf of the Advisers, |
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iv. |
Advisory Personnel, and |
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v. |
Household Members of the parties listed above in Nos. 1(i)–1(iv) |
The following criteria constitutes a potential Material Conflict:
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Any individual identified above in 1(i)–1(v) who serves on a Portfolio Company’s board of directors; and/or
|
| |
• |
|
Any individual identified above in 1(v) who serves as a senior executive of a Portfolio Company. |
| 2. |
In addition, the following circumstances have been determined to constitute a potential Material Conflict:
|
| |
i. |
Voting proxies for Funds sponsored by a Nuveen Affiliated Entity (i.e., registered investment funds and other funds that
require proxy voting) held in client accounts, |
| |
ii. |
Voting proxies for Portfolio Companies that are direct advisory clients of the Advisers and/or the Nuveen Affiliated
Entities, |
| |
iii. |
Voting proxies for Portfolio Companies that have a material distribution relationship* with regard to the products or
strategies of the Advisers and/or the Nuveen Affiliated Entities, |
| |
iv. |
Voting proxies for Portfolio Companies that are institutional investment consultants with which the Advisers and/or the
Nuveen Affiliated Entities have engaged for any material business opportunity* and |
| |
v. |
Any other circumstance where the RI Team, the Nuveen Proxy Voting Committee (the “Committee”), the Advisers,
Nuveen Legal or Nuveen Compliance are aware of in which the Adviser’s duty to serve its clients’ interests could be materially compromised. |
In addition, certain conflicts may arise when a Proxy Service Provider or their affiliate(s), have determined and/or disclosed that a relationship exists with i) a
Portfolio Company ii) an entity acting as a primary shareholder proponent with respect to a Portfolio Company or iii) another party. Such relationships include, but are not limited to, the products and services provided to, and the revenue obtained
from, such Portfolio Company or its affiliates. The Proxy Service Provider is required to disclose such relationships to the Advisers, and the RI Team reviews and evaluates the Proxy Service Provider’s disclosed conflicts of interest and
associated controls annually and reports its assessment to the Committee.
Household Member includes any of the following who reside or are
expected to reside in your household for at least 90 days a year: i) spouse or Domestic Partner, ii) sibling, iii) child, stepchild, grandchild, parents, grandparent, stepparent, and in-laws
(mother, father, son, daughter, brother, sister).
Domestic Partner is defined as 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.
Material
Conflicts of Interest (“Material Conflict”) A conflict of interest that reasonably could have the potential to influence a recommendation based on the criteria described in this Policy.
Nuveen Affiliated Entities refers to TIAA and entities that are under common control with the Advisers and that provide investment advisory
services to third party clients.† TIAA and the Advisers will undertake reasonable efforts to identify and manage any potential
TIAA-related conflicts of interest.
Portfolio Company refers to any publicly traded company held in an account that is managed by an Adviser
or a Nuveen Affiliated Entity.
Proxy Service Provider(s) refers to any independent third-party vendor(s) who provides proxy voting
administrative, research and/or recordkeeping services to Nuveen.
Proxy Voting Guidelines (the “Guidelines”) are a set of pre-determined principles setting forth the manner in which the Advisers generally intend to vote on specific voting categories and serve to assist clients, Portfolio Companies, and other interested parties in
understanding how the Advisers generally intend to vote proxy-related matters. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with respect to any proposal or resolution.
11
Proxy Voting Conflicts of Interest Escalation Form (“Escalation Form”) Used in limited
circumstances as described below to formally document certain requests to deviate from the Guidelines, the rationale supporting the request, and the ultimate resolution.
| * |
Such criteria is defined in a separate standard operating procedure. |
| † |
Such list is maintained in a separate standard operating procedure. |
Policy requirements
The Advisers have a fiduciary duty
to vote proxies in the best interests of their clients and must not subrogate the interests of their clients to their own.
The RI Team and Advisory
Personnel are prohibited from being influenced in their proxy voting decisions by any individual outside the established proxy voting process. The RI Team and Advisory Personnel are required to report to Nuveen Compliance any individuals or parties
seeking to influence proxy votes outside the established proxy voting process.
The RI Team generally seeks to vote proxies in adherence to the
Guidelines. In the event that a potential Material Conflict has been identified, the Committee, the RI Team, Advisory Personnel and Nuveen Compliance are required to comply with the following:
Proxies are generally voted in accordance with the Guidelines. In instances where a proxy is issued by a Portfolio Company on the Watch List, and the RI
Team’s vote direction is in support of company management and either contrary to the Guidelines or the Guidelines require a case by case review, then the RI Team vote recommendation is evaluated using established criteria‡ to determine whether a potential conflict exists. In instances where it is determined a potential conflict exists, the vote direction shall
default to the recommendation of an independent third-party Proxy Service Provider based on such provider’s benchmark policy. To the extent the RI Team believes there is a justification to vote contrary to the Proxy Service Provider’s
benchmark recommendation in such an instance, then such requests are evaluated and mitigated pursuant to an Escalation Form review process as described in the Roles and Responsibilities section below. In all cases votes are intended to be in line
with the Guidelines and in the best interests of clients.
The Advisers are required to adhere to the baseline standards and guiding principles
governing client and personnel conflicts as outlined in the TIAA Conflicts of Interest Policy to assist in identifying, escalating and addressing proxy voting conflicts in a timely manner.
| ‡ |
Such criteria is defined in a separate standard operating procedure. |
Roles and responsibilities
Nuveen Proxy Voting
Committee
| 1. |
Annually, review and approve the criteria constituting a Material Conflict involving the individuals and entities named
on the Watch List. |
| 2. |
Review and approve the Policy annually, or more frequently as required. |
| 3. |
Review Escalation Forms as described above to determine whether the rationale of the recommendation is clearly
articulated and reasonable relative to the potential Material Conflict. |
| 4. |
Review RI Team Material Conflicts reporting. |
| 5. |
Review and consider any other matters involving the Advisers’ proxy voting activities that are brought to the
Committee. |
Responsible Investing Team
| 1. |
Promptly disclose RI Team members’ Material Conflicts to Nuveen Compliance. |
| 2. |
RI Team members must recuse themselves from all decisions related to proxy voting for the Portfolio Company seeking the
proxy for which they personally have disclosed, or are required to disclose, a Material Conflict. |
| 3. |
Compile, administer and update the Watch List promptly based on the Watch List criteria described herein as necessary.
|
12
| 4. |
Evaluate vote recommendations for Portfolio Companies on the Watch List, based on established criteria to determine
whether a vote shall default to the third-party Proxy Service Provider, or whether an Escalation Form is required. |
| 5. |
In instances where an Escalation Form is required as described above, the RI Team member responsible for the
recommendation completes and submits the form to an RI Team manager and the Committee. The RI Team will specify a response due date from the Committee typically no earlier than two business days from when the request was delivered. While the RI Team
will make reasonable efforts to provide a two business day notification period, in certain instances the required response date may be shortened. The Committee reviews the Escalation Form to determine whether a Material Conflict exists and whether
the rationale of the recommendation is clearly articulated and reasonable relative to the existing conflict. The Committee will then provide its response in writing to the RI Team member who submitted the Escalation Form. |
| 6. |
Provide Nuveen Compliance with established reporting. |
| 7. |
Prepare Material Conflicts reporting to the Committee and other parties, as applicable. |
| 8. |
Retain Escalation Forms and responses thereto and all other relevant documentation in conformance with Nuveen’s
Record Management program. |
Advisory Personnel
| 1. |
Promptly disclose Material Conflicts to Nuveen Compliance. |
| 2. |
Provide input and/or vote recommendations to the RI Team upon request. Advisory Personnel are prohibited from providing
the RI Team with input and/or recommendations for any Portfolio Company for which they have disclosed, or are required to disclose, a Material Conflict. |
| 3. |
From time to time as part of the Adviser’s normal course of business, Advisory Personnel may initiate an action to
override the Guidelines for a particular proposal. For a proxy vote issued by a Portfolio Company on the Watch List, if Advisory Personnel request a vote against the Guidelines and in favor of Portfolio Company management, then the request will be
evaluated by the RI Team in accordance with their established criteria and processes described above. To the extent an Escalation Form is required, the Committee reviews the Escalation Form to determine whether the rationale of the recommendation is
clearly articulated and reasonable relative to the potential Material Conflict. |
Nuveen Compliance
| 1. |
Determine criteria constituting a Material Conflict involving the individuals and entities named on the Watch List.
|
| 2. |
Determine parties responsible for collection of, and providing identified Material Conflicts to, the RI Team for
inclusion on the Watch List. |
| 3. |
Perform periodic reviews of votes where Material Conflicts have been identified to determine whether the votes were cast
in accordance with this Policy. |
| 4. |
Develop and maintain, in consultation with the RI Team, standard operating procedures to support the Policy.
|
| 5. |
Perform periodic monitoring to determine adherence to the Policy. |
| 6. |
Administer training to the Advisers and the RI Team, as applicable, to ensure applicable personnel understand Material
Conflicts and disclosure responsibilities. |
| 7. |
Assist the Committee with the annual review of this Policy. |
Nuveen Legal
| 1. |
Provide legal guidance as requested. |
Governance
Review and approval
This Policy will be reviewed at least annually and will be updated sooner if changes are necessary. The Policy Leader, the Committee and the NEFI
Compliance Committee are responsible for the review and approval of this Policy.
Implementation
Nuveen has established the Committee to provide centralized management and oversight of the proxy voting process administered by the RI Team for the
Advisers in accordance with its Proxy Voting Committee Charter and this Policy.
13
Exceptions
Any request for a proposed exception or variation to this Policy will be submitted to the Committee for approval and reported to the appropriate
governance committee(s), where appropriate.
Related documents
| |
• |
|
Nuveen Proxy Voting Committee Charter |
| |
• |
|
Nuveen Policy Statement on Responsible Investing |
| |
• |
|
Nuveen Proxy Voting Policy |
| |
• |
|
Nuveen Proxy Voting Guidelines |
| |
• |
|
TIAA Conflicts of Interest Policy |
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