Nuveen NAN files shelf for 17M municipal fund shares | NAN SEC Filing

As
filed with the U.S. Securities and Exchange Commission on July 22, 2026

Securities
Act Registration No. 333-[ ]

Investment
Company Registration No. 811-09135

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM N-2


☒		Registration Statement under the Securities Act of 1933:

☐		Pre-Effective Amendment No.

☐		Post-Effective Amendment No.

and

☒		Registration Statement under the Investment Company Act of 1940:

☒		Amendment No. 14

Nuveen New York Quality Municipal Income Fund

Exact Name of Registrant as Specified in the Declaration of Trust

333
West Wacker Drive
Chicago, Illinois 60606

Address
of Principal Executive Offices (Number, Street, City, State, Zip Code)

(800)
257-8787

Registrant’s
Telephone Number, including Area Code

Mark
L. Winget

Vice
President and Secretary

333
West Wacker Drive

Chicago,
Illinois 60606

Name
and Address (Number, Street, City, State, Zip Code) of Agent for Service

Copies
of Communications to:

Eric S. Purple, Esquire

Joel D. Corriero, Esquire

Eric F. Fess

Stradley
Ronon Stevens & Young, LLP

2000
K Street, N.W., Suite 700

Washington,
D.C. 20006

Stradley
Ronon Stevens & Young, LLP

2005
Market Street, Suite 2600

Philadelphia,
Pennsylvania 19103

Chapman
and Cutler LLP

111
West Monroe

Chicago,
Illinois 60603

Approximate
Date of Commencement of Proposed Public Offering:

From
time to time after the effective date of this Registration Statement.

☐
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☒
Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415
under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment
plan.

☒
Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☐
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐
Check box if this Form is a post-effective amendment to a registration statement filed pursuant
to General Instruction B to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act.

It
is proposed that this filing will become effective (check appropriate box)

☐
when declared effective pursuant to Section 8(c) of the Securities Act.

If
appropriate, check the following box:

☐
This [post-effective] amendment designates a new effective date for a previously filed [post-effective] amendment [registration statement].

☐
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
and the Securities Act registration statement number of the earlier effective registration statement for the same offering
is: .

☐
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement
number of the earlier effective registration statement for the same offering is: .

☐
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement
number of the earlier effective registration statement for the same offering is: .

Check
each box that appropriately characterizes the Registrant:

☒
Registered Closed-End Fund (closed-end company that is registered under the Investment Company
Act of 1940 (“Investment Company Act”)).

☐
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under
the Investment Company Act).

☐
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic
repurchase offers under Rule 23c-3 under the Investment Company Act).

☒
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☐
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

☐
If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of Securities Act.

☐
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment that specifically states that the Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The
information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the U.S. Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT
TO COMPLETION, DATED JULY 22, 2026

BASE PROSPECTUS

17,000,000
Shares

Common Shares

Preferred
Shares

Rights to Purchase Common Shares

Nuveen New York
Quality Municipal Income Fund

The
Offering. Nuveen New York Quality Municipal Income Fund (the “Fund”) is registering for one or more offerings to be made on an immediate, continuous
or delayed basis, up to 17,000,000 common shares (“Common Shares”), including through subscription rights to purchase Common Shares (“Rights”), and/or preferred shares (“Preferred Shares,” and collectively
with Common Shares and Rights, “Securities”), in any combination. The Fund may offer and sell such Securities directly to one or more purchasers,
to or through underwriters, through dealers or agents that the Fund designates from time to time, or through a combination of these methods.
The prospectus supplement relating to any offering of Securities will describe such offering, including, as applicable, the names of
any underwriters, dealers or agents and information regarding any applicable purchase price, fee, commission or discount arrangements
made with those underwriters, dealers or agents or the basis upon which such amount may be calculated. The prospectus supplement relating
to any Rights offering will set forth the number of Common Shares issuable upon the exercise of each Right (or number of Rights) and
the other terms of such Rights offering. For more information about the manners in which the Fund may offer Securities, see “Plan
of Distribution.”

The
Fund. The Fund is a diversified, closed-end management investment company. The Fund’s investment objectives are to
provide current income exempt from regular federal, New York State and New York City income tax and to enhance portfolio value
relative to the municipal bond market by investing in tax-exempt municipal bonds that the Fund’s investment adviser
and/or the Fund’s sub-adviser believes are underrated or undervalued or that represent municipal market sectors that
are undervalued. There can be no
assurance that the Fund will achieve its investment objectives or that the Fund’s investment strategies will be successful.

This
Prospectus, together with any related prospectus supplement, sets forth concisely information about the Fund that a prospective investor
should know before investing, and should be retained for future reference. Investing in Securities involves risks, including the risks
associated with the Fund’s use of leverage. You could lose some or all of your investment. You should consider carefully these
risks together with all of the other information in this Prospectus and any related prospectus supplement before making a decision to
purchase any of the Securities. See “Risk Factors” beginning on page [ ].

Common
Shares are listed on the New York Stock Exchange (the “NYSE”). The trading or “ticker” symbol of the Common
Shares is “NAN.” The closing price of the Common Shares, as reported by the NYSE on July
[ ], 2026, was $[ ] per Common Share. The
net asset value of the Common Shares at the close of business on that same date was $[ ]
per Common Share. Preferred Shares and/or Rights issued by the Fund may also be listed on a securities exchange.

* * *

You
should read this Prospectus, together with any related prospectus supplement, which contains important information about the Fund, before
deciding whether to invest and retain it for future reference. A Statement of Additional Information, dated [ ], 2026 (the “SAI”), containing additional information about the Fund has been filed with the U.S. Securities and Exchange Commission
(the “SEC”) and is incorporated by reference in its entirety into this Prospectus. You may request a free copy of the SAI, annual and semi-annual reports to shareholders and other information
about the Fund and make shareholder inquiries by calling (800) 257-8787, by writing to the Fund at 333 West Wacker Drive, Chicago,
Illinois 60606 or from the Fund’s website (http://www.nuveen.com). The information contained in, or that can be accessed through,
the Fund’s website is not part of this Prospectus, except to the extent specifically incorporated by reference herein. You also
may obtain a copy of the SAI (and other information regarding the Fund) from the SEC’s web site (http://www.sec.gov).

The
date of this Prospectus is [ ], 2026.

The
Securities do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution,
and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency.

Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS


Prospectus Summary			1
Summary of Fund Expenses			7
Financial Highlights			8
Trading and Net Asset Value Information			10
The Fund			10
Use of Proceeds			11
The Fund’s Investments			11
Use of Leverage			12
Risk Factors			15
Management of the Fund			15
Net Asset Value			18
Distributions			18
Dividend Reinvestment Plan			19
Plan of Distribution			19
Description of Shares			22
Rights Offerings			25
Certain Provisions in the Declaration of Trust and By-Laws			26
Repurchase of Fund Shares; Conversion to Open-End Fund			28
Tax Matters			29
Custodian and Transfer Agent			30
Independent Registered Public Accounting Firm			31
Legal Matters			31
Available Information			31
Incorporation By Reference			31

You should rely only on the information contained or incorporated by reference into this Prospectus and any related prospectus supplement. The Fund has not
authorized anyone to provide you with different information. The Fund is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this Prospectus and any related
prospectus supplement is accurate as of any date other than the dates on their covers. The Fund will update this Prospectus to reflect any material changes to the disclosures herein.

FORWARD-LOOKING STATEMENTS

Any projections, forecasts and estimates contained or incorporated by
reference herein are forward looking statements and are based upon certain assumptions. Projections, forecasts and estimates are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any
projections, forecasts or estimates will not materialize or will vary significantly from actual results. Actual results may vary from any projections, forecasts and estimates and the variations may be material. Some important factors that could
cause actual results to differ materially from those in any forward looking statements include changes in interest rates, market, financial or legal uncertainties, including changes in tax law, and the timing and frequency of defaults on underlying
investments. Consequently, the inclusion of any projections, forecasts and estimates herein should not be regarded as a representation by the Fund or any of its affiliates or any other person or entity of the results that will actually be achieved
by the Fund. Neither the Fund nor its affiliates has any obligation to update or otherwise revise any projections, forecasts and estimates including any revisions to reflect changes in economic conditions or other circumstances arising after the
date hereof or to reflect the occurrence of unanticipated events, even if the underlying assumptions do not come to fruition. The Fund acknowledges that, notwithstanding the foregoing, the safe harbor for forward-looking statements under the Private
Securities Litigation Reform Act of 1995 does not apply to investment companies such as the Fund.

PROSPECTUS SUMMARY

This is only a summary. You should review the more detailed
information contained elsewhere in this Prospectus and any related prospectus supplement and in the Statement of Additional Information (the “SAI”).

The
Fund

Nuveen New York Quality Municipal Income Fund (the “Fund”) is a diversified, closed-end management investment
company. See “The Fund.” The Fund’s common shares, $0.01 par value per share (“Common Shares”), are traded
on the New York Stock Exchange (the “NYSE”) under the symbol “NAN” Preferred Shares and/or Rights issued
by the Fund may also be listed on a securities exchange.

The closing price of the Common Shares, as reported by the NYSE on July [ ], 2026, was $[ ] per Common Share. The net asset value (“NAV”) of the Common Shares at the close of business on
that same date was $[ ] per Common Share. As of July [ ], 2026, the Fund had [ ] Common Shares outstanding and net assets applicable to Common Shares of $[ ]. See “Description
of Shares.”

The
Offering

The Fund is registering for one or more offerings up to 17,000,000 Common
Shares, including through subscription rights to purchase Common Shares (“Rights”), and/or preferred shares (“Preferred Shares,” and collectively
with Common Shares and Rights, “Securities”), in any combination, on
terms to be determined at the time of the offering. The Fund may offer and sell such Securities directly to one or more purchasers,
to or through underwriters, through dealers or agents that the Fund designates from time to time, or through a combination of these
methods. The prospectus supplement relating to any offering of Securities will describe such offering, including, as applicable, the
names of any underwriters, dealers or agents and information regarding any applicable purchase price, fee, commission or discount
arrangements made with those underwriters, dealers or agents or the basis upon which such amount may be calculated. For more
information about the manners in which the Fund may offer Securities, see “Plan of Distribution.” The prospectus
supplement relating to any Rights offering will set forth the number of Common Shares issuable upon the exercise of each Right (or
number of Rights) and the other terms of such Rights offering. The minimum price on any day at which the Common Shares may be sold
will not be less than the NAV per Common Share at the time of the offering plus the per share amount of any underwriting commission
or discount; provided that Common Shares offered pursuant to Rights offerings that meet certain conditions may be offered at a price
below the then current NAV. See “Rights Offerings.”

The
Fund may not sell any Securities through agents, underwriters or dealers without delivery, or deemed delivery,
of a prospectus, including the appropriate prospectus supplement, describing the method and terms of the
particular offering of such Securities. You should
read this Prospectus and the applicable prospectus supplement carefully before you invest in our Securities.

Investment Objectives
and Policies

Please refer to the section of the Fund’s most recent
annual report on Form N-CSR entitled “Shareholder UpdateCurrent Investment Objectives, Investment Policies and Principal Risks
of the FundsInvestment Objectives” and “Investment Policies,” as such investment objectives and investment
policies may be supplemented from time to time, which are incorporated by reference herein, for a discussion of the Fund’s investment
objectives and policies.

	There can be no assurance that such strategies will be successful. For a more complete discussion of the Fund’s portfolio composition and its corresponding risks, see “The Fund’s Investments” and “Risk Factors.”

Investment Adviser

Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”) the
Fund’s investment adviser, is responsible for overseeing the Fund’s overall investment strategy and its implementation.
Nuveen Fund Advisors offers advisory and investment management services to a broad range of investment company clients. Nuveen Fund
Advisors has overall responsibility for management of the Fund, oversees the management of the Fund’s portfolio, manages
the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors
is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is an indirect subsidiary of Nuveen, LLC
(“Nuveen”), the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”).
TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion
organization of College Retirement Equities Fund. As of March 31, 2026, Nuveen managed approximately $1.4 trillion in assets, of
which approximately $157.2 billion was managed by Nuveen Fund Advisors.

Sub-Adviser

Nuveen Asset Management, LLC (“Nuveen Asset
Management”), located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the Fund’s sub-adviser. Nuveen Asset
Management, a registered investment adviser, is a wholly-owned subsidiary of Nuveen Fund Advisors. Nuveen Asset Management oversees
the day-to-day investment operations of the Fund.

Use
of Leverage

Currently,
the Fund employs leverage through its outstanding Variable Rate Demand Preferred Shares (“VRDP Shares”) and Adjustable
Rate MuniFund Preferred Shares (“AMTP Shares”), which and AMTP Shares have seniority over the Common Shares.

The Fund also currently invests in residual interest certificates of tender option bond trusts, also called inverse floating rate securities,
that have the economic effect of leverage because the Fund’s investment exposure to the underlying bonds held by the trust have been effectively
financed by the trust’s issuance of floating rate certificates.

While not currently employed by the Fund as a form of leverage, reverse repurchase agreements involve the sale of securities held by the
Fund with an agreement to repurchase the securities at an agreed upon price, date and interest payment. Selling a portfolio security and
agreeing to buy it back under a reverse repurchase agreement is economically equivalent to borrowing.

In
pursuit of its investment objectives, the Fund may reduce or increase the amount and type of leverage based upon changes in
market conditions and composition of the Fund’s holdings.
The Fund’s leverage ratio varies from time to time based upon such changes in the amount of leverage used and
variations in the value of the Fund’s holdings. So long as the net income received on the Fund’s investments
purchased with leverage proceeds exceeds the then current expense on any leverage, the investment of leverage proceeds will
generate more net income than if the Fund had not used leverage. Under these circumstances, the excess net income will be
available to pay higher distributions to Common Shareholders. However, if the net income received from the Fund’s
portfolio investments purchased with leverage is less than the then current expense on outstanding leverage, the Fund may be
required to utilize other Fund assets to make expense payments on outstanding leverage, which may result in a decline in
Common Share NAV and reduced net investment income available for distribution to Common Shareholders.

The
Fund may borrow for temporary or emergency purposes as permitted by the 1940 Act. The Fund,
along with certain other funds managed by Nuveen Fund Advisors (the “Participating Funds”), are parties to a committed unsecured credit
facility (the “Facility”) provided by a group of lenders, under which Participating
Funds may borrow for temporary purposes only. Outstanding balances drawn by the Fund, or
any other Participating Fund, will bear interest at a variable rate and is the liability
of such Fund. The Facility is not intended for sustained levered investment purposes. A large
portion of the Facility’s capacity (and corresponding annual costs, excluding interest
cost) is currently allocated by Nuveen Fund Advisors to a small number of Participating Funds,
which does not include the Fund. The Facility has a 364-day term and will expire in June
2027 unless extended or renewed. Because participation in the Facility creates a conflict
of interest in determining which Participating Funds may draw upon the Facility at any point
in time, Participating Funds have been allocated different first priority portions of the
committed amount of the Facility based primarily on the expected likelihood and extent of
the need to borrow under the Facility. The use of leverage creates additional risks for Common Shareholders, including increased variability of the Fund’s NAV, net income and
distributions in relation to market changes.

The
Fund pays a management fee to Nuveen Fund Advisors (which in turn pays a portion of such fee to Nuveen Asset Management) based on a percentage
of Managed Assets. Managed Assets include the proceeds realized and managed from the Fund’s use of most types of leverage (excluding
the leverage exposure attributable to the use of futures, swaps and similar derivatives). Because Managed Assets include the Fund’s
net assets as well as assets that are attributable to the Fund’s investment of the proceeds of its leverage, the Fund’s Managed
Assets are greater than its net assets. Nuveen Fund Advisors and Nuveen Asset Management are responsible for using leverage to pursue
the Fund’s investment objectives. Nuveen Fund Advisors and Nuveen Asset Management base their decision regarding whether and how
much leverage to use for the Fund, and the terms of that leverage, on their assessment of whether such use of leverage is in the best
interests of the Fund. However, a decision to employ or increase leverage has the effect, all other
things being equal, of increasing Managed Assets, and in turn Nuveen Fund Advisors’ and Nuveen Asset Management’s management
fees. Thus, Nuveen Fund Advisors and Nuveen Asset Management have a conflict of interest in determining whether to use or increase leverage. Nuveen Fund Advisors and Nuveen Asset Management seek to manage that conflict by recommending to the
Board of Trustees to leverage the Fund (or increase such leverage) only when they determine that such action would be in the best interests
of the Fund and its Common Shareholders, and by periodically reviewing with the Board of Trustees the Fund’s performance and the
impact of the use of leverage on that performance.

Distributions	The Fund pays regular monthly cash distributions to Common Shareholders (stated in terms of a fixed cents per Common Share dividend distribution rate which may be set from time to time). The Fund intends to distribute all or substantially all of its net investment income each year through its regular monthly distributions and to distribute realized capital gains at least annually. In addition, in any monthly period, to maintain its declared per common share distribution amount, the Fund may distribute more or less than its net investment income during the period. In the event the Fund distributes more than its net investment income during any yearly period, such distributions may also include realized gains and/or a return of capital. To the extent that a distribution includes a return of capital the NAV per share may erode. A return of capital is a non-taxable distribution of a portion of the Fund’s capital. When the Fund returns exceed distributions, return of capital may represent portfolio gains earned, but not realized as a taxable capital gain. In periods when the Fund returns fall short of distributions, it will represent a portion of a shareholder’s original principal unless the shortfall is offset during other time periods over the life of their investment (previous or subsequent) when the Fund’s total return exceeds distributions. A return of capital reduces a shareholder’s tax cost basis (but not below zero) in Fund shares, which would result in more taxable gain or less taxable loss when the shareholder sells their shares. If a distribution includes anything other than net investment income, the Fund provides a notice of the best estimate of its distribution sources at the time. See “Distributions.”

	So long as any Preferred Shares are outstanding, the Fund will be limited in certain instances in declaring a dividend to Common Shareholders. See “Leverage,” “Description of Shares—Common Shares” and “—Preferred Shares” for more information.

	The Fund reserves the right to change its distribution policy and the basis for establishing the rate of its monthly distributions at any time and may do so without prior notice to Common Shareholders.

Custodian
and Transfer Agent

State Street Bank and Trust Company serves as the
Fund’s custodian, and Computershare Inc. and Computershare Trust Company, N.A. serves as the Fund’s transfer agent for
the Common Shares. The corresponding agent for any Preferred Shares to be offered pursuant to this Prospectus will be identified in
the related prospectus supplement. See “Custodian and Transfer Agent.”

Risk
Factors

Investment in the Fund involves risk. The Fund is designed
as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program. Please refer to
the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder UpdateCurrent Investment Objectives,
Investment Policies and Principal Risks of the FundsPrincipal Risks of the Funds,” as such principal risks may be supplemented
from time to time, which is incorporated by reference herein, for a discussion of the principal risks you should consider before making
an investment in the Fund. Any additional risks applicable to a particular offering of Securities will be set forth in the related prospectus
supplement.

Use
of Proceeds

Unless otherwise specified in a prospectus supplement,
the Fund will use the net proceeds from any offering of Securities, pursuant to this Prospectus, to make investments in accordance with
the Fund’s investment objectives. See “Use of Proceeds.”

Federal Income Tax	The Fund has elected to be treated, and intends to qualify each year, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). To qualify for the favorable U.S. federal income tax treatment generally accorded to a RIC under Subchapter M of the Code the Fund must, among other requirements, derive in each taxable year at least 90% of its gross income from certain prescribed sources and satisfy a diversification test on a quarterly basis. If the Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, the Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where the Fund corrects the failure within a specified period. In order to be eligible for the relief provisions with respect to a failure to meet the diversification requirements, the Fund may be required to dispose of certain assets. If these relief provisions were not available to the Fund and it were to fail to qualify for treatment as a RIC for a taxable year, all of its taxable income (including its net capital gain) would be subject to tax at the 21% regular corporate rate without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits. To qualify to pay exempt-interest dividends, which are treated as items of interest excludable from gross income for federal income tax purposes, at least 50% of the value of the total assets of the Fund must consist of obligations exempt from regular income tax as of the close of each quarter of the Fund’s taxable year. If the proportion of taxable investments held by the Fund exceeds 50% of the Fund’s total assets as of the close of any quarter of any Fund taxable year, the Fund will not for that taxable year satisfy the general eligibility test that otherwise permits it to pay exempt-interest dividends.

	See “Fund Tax Risk,” as contained in the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder UpdateCurrent Investment Objectives, Investment Policies and Principal Risks of the FundsPrincipal Risks of the FundsFund Level and Other Risks.”

Governing
Law

The Fund’s Declaration of Trust, as amended
(the “Declaration of Trust”), is, and each Statement and Statement Supplement for Preferred Shares will be, governed by the laws
of the Commonwealth of Massachusetts.

SUMMARY OF
FUND EXPENSES

Please refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Current
Investment Objectives, Investment Policies and Principal Risks of the Funds—Additional Disclosures For Certain Funds As of The Fiscal
Year Ended August 31, 2025—Summary of Fund Expenses,” which is incorporated by reference herein, for a discussion of fees
and expenses of the Fund.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance for the periods presented. Certain information reflects financial results for a single Common Share of the Fund. Effective March 1, 2024, the Fund’s fiscal and tax year end changed from February 28/29 to August 31. The information for the fiscal year ended August 31, 2025 has been audited by [ ], an independent registered public accounting firm. The
report of [ ] is included in the Fund’s August 31, 2025 Annual Report, which is incorporated by reference herein. The information for
the fiscal years or period ended prior to August 31, 2025, was audited by the Fund’s previous independent registered public accounting
firm. The information in the table below for the fiscal years ended February 29, 2020, February 28, 2019, February 28, 2018, February
28, 2017, and September 30, 2016, is derived from the Fund’s financial statements for the fiscal year ended February 29, 2020. The information
with respect to the six months ended February 28, 2026 is unaudited and is included in the Fund’s 2026 Semi-Annual Report.

	Period Ended
	February 28			Year Ended August 31						Year Ended February 28/29																								Year Ended September 30
	2026(d)			2025			2024(e)			2024			2023			2022			2021			2020			2019			2018			2017(f)			2016			2015
Investment Operations
Beginning Common Share Net Asset Value (NAV):	$	10.88		$	12.49		$	12.63		$	12.25		$	14.67		$	15.34		$	16.04		$	14.69		$	14.63		$	14.85		$	15.78		$	15.26		$	15.36
Net Investment Income (Loss)^(a)		0.26			0.49			0.23			0.43			0.51			0.58			0.65			0.60			0.61			0.67			0.29			0.76			0.71
Net Realized/Unrealized Gain (Loss)		0.89			(1.24	)		(0.01	)		0.42			(2.39	)		(0.64	)		(0.73	)		1.33			0.01			(0.19	)		(0.92	)		0.55			(0.04	)
Total		1.15			(0.75	)		0.22			0.85			(1.88	)		(0.06	)		(0.08	)		1.93			0.62			0.48			(0.63	)		1.31			0.67
Less Distributions to Common Shareholders:
From Net Investment Income		(0.43	)		(0.48	)		(0.25	)		(0.47	)		(0.54	)		(0.61	)		(0.62	)		(0.58	)		(0.58	)		(0.70	)		(0.30	)		(0.79	)		(0.77	)
From Accumulated Net Realized Gains		—			—			—			—			—			—			—			—			—			—			—			—	^(j)		—
Return of Capital		—			(0.38	)		(0.11	)		—			—			—			—			—			—			—			—			—			—
Total		(0.43	)		(0.86	)		(0.36	)		(0.47	)		(0.54	)		(0.61	)		(0.62	)		(0.58	)		(0.58	)		(0.70	)		(0.30	)		(0.79	)		(0.77	)
Common Share:
Discount per Share Repurchased and Retired	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	0.02		$	—		$	—		$	—		$	—	^(j)
Ending NAV	$	11.60		$	10.88		$	12.49		$	12.63		$	12.25		$	14.67		$	15.34		$	16.04		$	14.69		$	14.63		$	14.85		$	15.78		$	15.26
Ending Share Price	$	11.62		$	10.97		$	11.48		$	10.92		$	10.60		$	13.21		$	13.92		$	14.43		$	12.87		$	13.02		$	13.75		$	15.33		$	13.42
Common Share Total Returns:
Based on NAV^(b)		10.70	%		(6.24	)%		1.80	%		7.07	%		(12.84	)%		(0.55	)%		(0.40	)%		13.33	%		4.46	%		3.19	%		(3.97	)%		8.77	%		4.47	%
Based on Share Price^(b)		9.98	%		3.08	%		8.59	%		7.65	%		(15.82	)%		(1.06	)%		0.90	%		16.81	%		3.49	%		(0.44	)%		(8.32	)%		20.51	%		6.53	%
Common Share Supplemental Data/Ratios Applicable to Common Shares:
Ending Net Assets (000)	$	370,546		$	337,746		$	385,292		$	389,442		$	378,021		$	452,687		$	473,214		$	494,883		$	453,180		$	455,375		$	462,128		$	491,272		$	474,842
Ratios to Average Net Assets^(c)
Expenses		3.43	%*		3.77	%		3.84	%*		3.82	%		2.73	%		1.51	%		1.70	%		2.34	%		2.45	%		2.10	%		2.01	%*		1.62	%		1.70	%
Net Investment Income (Loss)		4.53	%*		4.19	%		3.62	%*		3.53	%		4.03	%		3.71	%		4.29	%		3.90	%		4.16	%		4.43	%		4.74	%*		4.86	%		4.71	%
Portfolio Turnover Rate		5	%		14	%		4	%		35	%		73	%		16	%		23	%		8	%		23	%		14	%		20	%		16	%		17	%
Adjustable Rate MuniFund Term Preferred (“AMTP”) Shares at the End of Period:
Aggregate Amount Outstanding (000)^(g)	$	127,000		$	127,000		$	127,000		$	127,000		$	127,000		$	147,000		$	147,000		$	147,000		$	147,000		$	—		$	—		$	—		$	—
Asset Coverage Per $100,000 Share^(h)	$	271,549		$	256,364		$	278,376		$	280,297		$	275,010		$	291,007		$	300,514		$	309,696		$	292,026		$	—		$	—		$	—		$	—
Variable MuniFund Term Preferred (“VMTP”) Shares at the End of Period:
Aggregate Amount Outstanding (000)^(g)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	147,000		$	147,000		$	147,000		$	94,000
Asset Coverage Per $100,000 Share^(h)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	292,955		$	295,834		$	308,166		$	359,477
Variable Rate Demand Preferred (“VRDP”) Shares at the End of Period:
Aggregate Amount Outstanding (000)^(g)	$	89,000		$	89,000		$	89,000		$	89,000		$	89,000		$	89,000		$	89,000		$	89,000		$	89,000		$	89,000		$	89,000		$	89,000		$	89,000
Asset Coverage Per $100,000 Share^(h)	$	271,549		$	256,364		$	278,376		$	280,297		$	275,010		$	291,007		$	300,514		$	309,696		$	292,026		$	292,955		$	295,834		$	308,166		$	359,477
Asset Coverage Per $1 Liquidation Preference⁽ⁱ⁾	$	2.72		$	2.56		$	2.78		$	2.80		$	2.75		$	2.91		$	3.01		$	3.10		$	2.92		$	2.93		$	2.96		$	3.08		$	3.59

(a)	Based on average shares outstanding.
(b)	Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at Common Share NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.
	Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.
(c)	● Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to borrowings, preferred shares and/or reverse repurchase agreements, where applicable. ● The expense ratios reflect, among other things, all interest expense and other costs related to borrowings, preferred shares and/or reverse repurchase agreements and/or the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, as follows:

Period Ended February 28:	Ratios of Interest Expense to Average Net Assets Applicable to Common Shares
2026(d)		2.33	%*
Year Ended August 31:
2025		2.67	%
2024(e)		2.79	*
Year Ended February 28/29:
2024		2.78	%
2023		1.64
2022		0.53
2021		0.70
2020		1.33
2019		1.42
2018		1.07
2017(f)		0.96	*
Year Ended September 30:
2016		0.65	%
2015		0.50

(d)	For the six months ended February 28, 2026. Unaudited.
(e)	For the six months ended August 31, 2024. Prior to March 1, 2024, the Fund’s fiscal year end was February 28/29th.
(f)	For the five months ended February 28, 2017. Prior to October 1, 2016, the Fund’s fiscal year end was September 30th.
(g)	Aggregate Amount Outstanding: Aggregate amount outstanding represents the liquidation preference as of the end of the relevant fiscal year.
(h)	Asset Coverage Per $100,000: Asset coverage per $100,000 is calculated by subtracting the Fund’s liabilities and indebtedness not represented by senior securities from the Fund’s total assets, dividing the result by the aggregate of the involuntary liquidation preference of the outstanding preferred shares and multiplying the result by 100,000. For purpose of asset coverage above, senior securities consist of preferred shares or borrowings (excluding temporary borrowings) of a Fund and does not include derivative transactions and other investments that have the economic effect of leverage such as reverse repurchase agreements and tender option bonds. If the leverage effects of such investments were included, the asset coverage amounts presented would be lower.

(i)	Includes all preferred shares presented for the Fund.
(j)	Value rounded to zero.
*	Annualized.

TRADING AND NET ASSET VALUE INFORMATION

The
following table shows for the periods indicated: (i) the high and low sales prices for Common Shares reported as of the end of
the day on the NYSE, (ii) the corresponding NAV per share, and (iii) the premium/(discount) to NAV per share at which the Common
Shares were trading as of such date. The Fund’s Common Shares have historically traded both at premiums and discounts in
relation to the Fund’s NAV per share. The Fund cannot predict whether its Common Shares will trade at a premium or discount
to NAV in the future. The Board of Trustees has currently determined that, at least annually, it will consider action that might
be taken to reduce or eliminate any material discount from NAV in respect of Common Shares, which may include the repurchase of
such shares in the open market or in private transactions, the making of a tender offer for such shares at NAV, or the conversion
of the Fund to an open-end investment company. The Fund cannot assure you that its Board of Trustees will decide to take any of
these actions, or that share repurchases or tender offers will actually reduce market discount.

Closing Market Price
per Common Share

NAV per Common
Share on Date of
Market Price

Premium/
(Discount) on Date
of Market Price

Fiscal Quarter Ended

High

Low

High

Low

High

Low

[ ]

The
net asset value per Common Share, the market price, and percentage of premium/(discount) to net asset value per Common Share on July
[ ], 2026, was $[ ], $[ ] and [ ]%, respectively. As of July [ ], 2026, the Fund had [ ] Common
Shares outstanding and net assets applicable to Common Shares of $[ ].

THE FUND

The Fund is a
diversified, closed-end management investment company registered under the 1940 Act. The Fund was organized as a Massachusetts
business trust on December 1, 1998 pursuant to the Declaration of Trust, which is governed by the laws of the Commonwealth of
Massachusetts, and commenced investment operations on May 26, 1999. The Fund’s Common Shares are listed on the NYSE under the
symbol “NAN.” Preferred Shares and/or Rights issued by the Fund may also be listed on a securities exchange.

The
following provides information about the Fund’s outstanding Common Shares and Preferred Shares as of July [ ], 2026:

Title of Class

Amount
Authorized

Amount Held
by the Fund or
for
its Account

Amount
Outstanding

[Common Shares]

[ ]

[Preferred Shares]

[ ]

[Series 1 VRDP]

[ ]

[Series 2028 AMTP]

[ ]

USE
OF PROCEEDS

Unless
otherwise specified in a prospectus supplement, the net proceeds from any offering will be invested in accordance with the Fund’s
investment objectives and policies as stated below. The Fund currently anticipates that it will be able to invest substantially all of
the net proceeds in investments that meet the Fund’s investment objectives and policies within approximately three months of the
receipt of such proceeds. Pending investment, it is anticipated that the proceeds will be invested in short-term or long-term securities
issued by the U.S. Government and its agencies or instrumentalities or in high-quality, short-term money market instruments.

THE
FUND’S INVESTMENTS

Investment
Objectives and Policies

Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder UpdateCurrent Investment
Objectives, Investment Policies and Principal Risks of the FundsInvestment Objectives” and “Investment Policies,”
as such investment objectives and investment policies may be supplemented from time to time, which is incorporated by reference herein,
for a discussion of the Fund’s investment objectives and policies.

Portfolio
Composition and Other Information

Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder UpdateCurrent Investment
Objectives, Investment Policies and Principal Risks of the FundsInvestment PoliciesPortfolio Contents,” as such portfolio
contents may be supplemented from time to time, which is incorporated by reference herein, for a discussion of the investments principally
included in the Fund’s portfolio. More detailed information about the Fund’s portfolio investments are contained in the SAI
under “The Fund’s Investments.”

Portfolio
Turnover

The
Fund may engage in portfolio trading when considered appropriate, but short-term trading
will not be used as the primary means of achieving the Fund’s investment objective.
For the fiscal year ended August 31, 2025, the Fund’s portfolio turnover rate was
14%. For the six months ended February 28, 2026, the Fund’s portfolio turnover rate
was 5% (unaudited). However, there are no limits on the Fund’s rate of portfolio turnover,
and investments may be sold without regard to length of time held when, in Nuveen Asset Management’s
opinion, investment considerations warrant such action. A higher portfolio turnover rate
would result in correspondingly greater brokerage commissions and other transactional expenses
that are borne by the Fund. Although these commissions and expenses are not reflected in
the Fund’s “Annual Expenses,” they will be reflected in the Fund’s
total return. In addition, high portfolio turnover may result in the realization of net short-term
capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary
income. See “Tax Matters.”

Other
Policies

Certain
investment policies specifically identified in the SAI as such are considered fundamental
and may not be changed without shareholder approval. See “Investment Restrictions”
in the SAI.

USE
OF LEVERAGE

The
Fund uses leverage to pursue its investment objectives. The Fund may source leverage through the issuance of “senior securities” as defined under the 1940 Act, which include (1)
borrowings, including loans from financial institutions; (2) the issuance of debt securities; and (3) the issuance of Preferred Shares.
However, the Fund’s use of borrowings (which may include reverse repurchase agreements) for leverage is limited by certain fundamental
investment restrictions. Additionally, the Fund may use certain derivatives and other financing instruments that have the economic effect
of leverage by creating additional investment exposures, such as investments in inverse floating rate securities. The amount and sources
of leverage will vary depending on market conditions. There is no assurance that the Fund will continue to use leverage or that the Fund’s
use of leverage will work as planned or achieve its goals. See
“The Fund’s InvestmentsPortfolio CompositionInverse Floating Rate
Securities and Floating Rate Securities” and “Investment Restrictions”
in the SAI. For a discussion of risks, see “Portfolio Level RisksInverse Floating
Rate Securities Risk” and “Fund Level and Other RisksReverse Repurchase
Agreement Risk,” as each such risk is contained in the section of the Fund’s
most recent annual report on Form N-CSR entitled “Shareholder UpdateCurrent Investment Objectives,
Investment Policies and Principal Risks of the FundsPrincipal Risks of the Funds.”

Currently,
the Fund employs leverage through its outstanding VRDP Shares and, AMTP Shares, which have seniority over the Common Shares.

The Fund currently also invests in residual interest certificates of tender option bond trusts, also called inverse floating rate securities,
that have the economic effect of leverage because the Fund’s investment exposure to the underlying bonds held by the trust have been effectively
financed by the trust’s issuance of floating rate certificates.

The
Fund may use derivatives, such as interest rate swaps with varying terms, in order to hedge duration risk or manage the interest rate
expense associated with all or a portion of its leverage. Interest rate swaps are bi-lateral agreements whereby parties agree to exchange
future payments, typically based upon the differential of a fixed rate and a variable rate, on a specified notional amount. Interest
rate swaps can enable the Fund to effectively convert its variable leverage expense to fixed, or vice versa. For example, if the Fund
issues leverage having a short-term floating rate of interest, the Fund could use interest rate swaps to hedge against a rise in the
short-term benchmark interest rates associated with its outstanding leverage. In doing so, the Fund would seek to achieve lower leverage
costs, and thereby enhance Common Share distributions, over an extended period, which would be the result if short-term market interest
rates on average exceed the fixed interest rate over the term of the swap. To the extent the fixed swap rate is greater than short-term
market interest rates on average over the period, overall costs associated with leverage will be greater (and thereby reduce distributions
to Common Shareholders) than if the Fund had not entered into the interest rate swap(s).

The
Fund also may borrow for temporary or emergency purposes as permitted by the 1940 Act. The Fund, along with certain other funds managed
by Nuveen Fund Advisors (the “Participating Funds”), are parties to a committed unsecured
credit facility (the “Facility”) provided by a group of lenders, under which Participating Funds may borrow for temporary
purposes only. Outstanding balances drawn by the Fund, or any other Participating Fund, will bear interest at a variable rate and is
the liability of such Fund. The Facility is not intended for sustained levered investment purposes. A large portion of the Facility’s
capacity (and corresponding annual costs, excluding interest cost) is currently allocated by Nuveen Fund Advisors to a small number of
Participating Funds, which does not include the Fund. The Facility has a 364-day term and will expire in June 2027 unless extended or
renewed. Because participation in the Facility creates a conflict of interest in determining which Participating Funds may draw upon the Facility
at any point in time, Participating Funds have been allocated different first priority portions of the committed amount of the Facility
based primarily on the expected likelihood and extent of the need to borrow under the Facility.

In
pursuit of its investment objectives, the Fund may reduce or increase the amount and type of leverage based upon changes in
market conditions and composition of the Fund’s holdings. The Fund’s leverage ratio will vary from time to time
based upon such changes in the amount of leverage used and variations in the value of the Fund’s holdings. So long as
the net income received from the Fund’s investments purchased with leverage proceeds exceeds the then current expense
of any leverage, the investment of the proceeds of leverage will generate more net income than if the Fund had not leveraged
itself. Under these circumstances, the excess net income will be available to pay higher distributions to Common
Shareholders. However, if the net income received from the Fund’s portfolio investments purchased with the proceeds
of leverage is less than the current expense of any leverage, the Fund may be required to utilize other Fund assets to make
interest or dividend payments on its leveraging instruments which may result in a decline in Common Share NAV and reduced net
investment income available for distribution to Common Shareholders.

The
Fund pays a management fee to Nuveen Fund Advisors (which in turn pays a portion of such fee to Nuveen Asset Management) based on a percentage
of Managed Assets. Managed Assets include the proceeds realized and managed from the Fund’s use of most types of leverage (excluding
the leverage exposure attributable to the use of futures, swaps and similar derivatives). Because Managed Assets include the Fund’s
net assets as well as assets that are attributable to the Fund’s investment of the proceeds of its leverage, it is anticipated
that the Fund’s Managed Assets will be greater than its net assets. Nuveen Fund Advisors and Nuveen Asset Management are responsible
for using leverage to pursue the Fund’s investment objectives. Nuveen Fund Advisors and Nuveen Asset Management will base their
decision regarding whether and how much leverage to use for the Fund, and the terms of that leverage, on their assessment of whether
such use of leverage is in the best interests of the Fund. However, a decision to employ or increase leverage will have the effect, all other things being equal, of increasing Managed Assets and in turn Nuveen Fund Advisors’ and
Nuveen Asset Management’s management fees. Thus, Nuveen Fund Advisors and Nuveen Asset Management have a conflict of interest
in determining whether to use or increase leverage, including the use of the Facility. Nuveen Fund Advisors and Nuveen Asset Management
will seek to manage that conflict by using leverage only when they determine that it would be in the best interests of the
Fund and its Common Shareholders, and by periodically reviewing with the Board of Trustees the Fund’s performance and the Fund’s
degree of overall use of leverage and the impact of the use of leverage on that performance.

The
1940 Act generally defines a “senior security” as any bond, debenture, note, or similar obligation or instrument constituting
a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or
payment of dividends; however, the term does not include any promissory note or other evidence of indebtedness issued in consideration
of any loan, extension, or renewal thereof, made for temporary purposes and in an amount not exceeding five percent of the value of
the Fund’s total assets. A loan shall be presumed to be for temporary purposes if it is repaid within 60 days and is not extended
or renewed. Accordingly, “senior securities” include (i) the issuance of Preferred Shares; (ii) certain borrowings (including certain
loans from financial institutions); and (iii) the issuance of debt securities.

Under
the 1940 Act, the Fund is not permitted to issue “senior securities” that are Preferred Shares if, immediately after the
issuance of Preferred Shares, the asset coverage ratio with respect to such Preferred Shares would be less than 200%. With respect to
any such Preferred Shares, asset coverage means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness
not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of the Fund plus the
aggregate liquidation preference of such Preferred Shares.

Under
the 1940 Act, the Fund is not permitted to issue “senior securities representing indebtedness” if, immediately after the
issuance of such senior securities representing indebtedness, the asset coverage ratio with respect to such senior securities would be
less than 300%. “Senior securities representing indebtedness” include certain borrowings (including certain loans from financial
institutions) and debt securities. “Senior securities representing indebtedness” may also include other investments or transactions
in accordance with the 1940 Act, such as reverse repurchase agreements or similar financing transactions depending upon their treatment under Rule 18f-4 of the 1940
Act. In accordance with Rule 18f 4 under the 1940 Act, when the Fund engages in reverse repurchase agreements or similar financing transactions,
such as transactions in inverse floating rate securities, the Fund may either (i) maintain asset coverage in accordance with Section 18
of the 1940 Act with respect to such transactions and any other senior securities, including Preferred Shares and borrowings, or (ii)
treat such transactions as “derivatives transactions” and comply with Rule 18f 4 with respect to such transactions. With respect to any such senior securities representing debt, asset coverage means the ratio which the
value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities (as defined in the
1940 Act), bears to the aggregate amount of such borrowing represented by senior securities issued by the Fund.

If
the Fund issues senior securities and the asset coverage with respect to such senior securities declines below the required ratios discussed
above (as a result of market fluctuations or otherwise), the Fund may sell portfolio securities when it may be disadvantageous to do
so.

Certain
types of leverage used by the Fund may result in the Fund being subject to certain covenants, asset coverage or other portfolio composition
limits by its lenders, debt or preferred securities purchasers, rating agencies that may rate the debt or preferred securities, or reverse
repurchase counterparties. Such limitations may be more stringent than those imposed by the 1940 Act and may impact whether the Fund
is able to maintain its desired amount of leverage. At this time Nuveen Fund Advisors does not believe that any such potential investment
limitations will impede it from managing the Fund’s portfolio in accordance with its investment objectives and policies.

So long as any Preferred Shares are outstanding, the Fund will not be permitted to declare a dividend or distribution to Common Shareholders
(other than a dividend in Common Shares of the Fund) or purchase outstanding Common Shares unless all accumulated dividends on Preferred
Shares have been paid and unless the asset coverage, as defined in the 1940 Act, with respect to its Preferred Shares at the time of the
declaration of such dividend or distribution or at the time of such purchase would be at least 200% after giving effect to the dividend
or distribution or purchase price.

Utilization
of leverage is a speculative investment technique and involves certain risks to the Common Shareholders, including increased variability
of the Fund’s net income, distributions and NAV in relation to market changes. See “Leverage Risk,” as such risk is
contained in the section of the Fund’s most recent annual
report on Form N-CSR entitled “Shareholder Update—Current Investment Objectives, Investment Policies and Principal Risks
of the Funds—Principal Risks of the Funds—Fund Level and Other Risks.”

Effects of Leverage

Please refer to the section of the Fund’s most recent annual report
on Form N-CSR entitled “Shareholder UpdateCurrent Investment Objectives, Investment Policies and Principal Risks of the FundsEffects of Leverage,” as such may be supplemented from time to time, which is incorporated by
reference herein, for a discussion of the effects of leverage.

RISK
FACTORS

Risk
is inherent in all investing. Investing in any investment company security involves risk,
including the risk that you may receive little or no return on your investment or even that
you may lose part or all of your investment. Please refer to the section of the Fund’s
most recent annual report on Form N-CSR entitled “Shareholder UpdateCurrent Investment
Objectives, Investment Policies and Principal Risks of the FundsPrincipal Risks of
the Funds,” as such principal risks may be supplemented from time to time, which is
incorporated by reference herein, for a discussion of the principal risks you should consider
before making an investment in the Fund. Any additional risks applicable to a particular offering
of Securities will be set forth in the related prospectus supplement.

MANAGEMENT
OF THE FUND

Trustees
and Officers

The
Board of Trustees is responsible for the management of the Fund, including supervision of
the duties performed by Nuveen Fund Advisors and Nuveen Asset Management. The names and business
addresses of the trustees and officers of the Fund and their principal occupations and other
affiliations during the past five years are set forth under “Management of the Fund”
in the SAI.

Investment
Adviser, Sub-Adviser and Portfolio Managers

Investment
Adviser. Nuveen Fund Advisors, LLC, the Fund’s investment adviser, is responsible for overseeing the Fund’s overall
investment strategy and implementation. Nuveen Fund Advisors offers advisory and investment management services to a broad range of investment
company clients. Nuveen Fund Advisors has overall responsibility for management of the Fund, oversees the management of the Fund’s
portfolio, manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen
Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is an indirect subsidiary of Nuveen,
the investment management arm of TIAA. TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement
of Teaching and is the companion organization of College Retirement Equities Fund. As of March 31, 2026, Nuveen managed approximately
$1.4 trillion in assets, of which approximately $157.2 billion was managed by Nuveen Fund Advisors.

Sub-Adviser. Nuveen
Asset Management, LLC, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the Fund’s sub-adviser pursuant to a
sub-advisory agreement between Nuveen Fund Advisors and Nuveen Asset Management (the “Sub-Advisory Agreement”). Nuveen Asset
Management, a registered investment adviser, is a wholly owned subsidiary of Nuveen Fund Advisors. Nuveen Asset Management oversees day-to-day
investment operations of the Fund. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management is compensated for the services it
provides to the Fund with a portion of the management fee Nuveen Fund Advisors receives from the Fund. Nuveen Fund Advisors and Nuveen
Asset Management retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.

Portfolio
Managers. Nuveen Asset Management is responsible for the execution of specific investment
strategies and day-to-day investment operations of the Fund. Nuveen Asset Management manages
the Nuveen funds using a team of analysts and portfolio managers that focuses on a specific
group of funds. The day-to-day operation of the Fund and the execution of its specific investment
strategies is the primary responsibility of Scott R. Romans and Kristen M. DeJong, the designated
portfolio managers of the Fund. Mr. Romans has served as portfolio manager of the Fund since
January 2011 and Ms. DeJong has served as portfolio manager of the Fund since October 2023.

Scott R. Romans, PhD, Managing Director of Nuveen Asset Management, is responsible for managing several state-specific, tax-exempt
portfolios, including the California Municipal Bond and the New York Municipal Bond strategies. He also serves as portfolio
manager for a number of closed-end funds. Before moving to his portfolio management role in 2003, he was a senior research
analyst in the firm’s tax-exempt fixed income department, specializing in the education sector. He holds an undergraduate
degree from the University of Pennsylvania, an M.S.F. from the Illinois Institute of Technology Stuart School of Business,
and an MA and PhD from the University of Chicago.

Kristen M. DeJong, CFA, Managing Director at Nuveen Asset Management, is a portfolio manager responsible for managing taxable
municipal fixed income strategies for customized institutional portfolios and closed-end funds. She began her career in the
investment industry in 2005 and joined Nuveen Asset Management in 2008. Prior to her current role, she served as senior research
analyst for Nuveen Asset Management’s municipal fixed income team, responsible for conducting credit analysis and providing
trade recommendations for separately managed accounts. Previously, she worked as a research associate at Nuveen in the wealth
management services area, where she provided research and developed reports on various topics involving retirement, tax and
investment planning. Before joining Nuveen, she was a financial advisor at Ameriprise Financial. She received her B.S. in
Business from Miami University. Ms. DeJong holds the Chartered Financial Analyst designation and is a member of the CFA Institute
and the CFA Society of Chicago.

Additional information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers and the Portfolio
Managers’ ownership of securities in the Fund is provided in the SAI. The SAI is available free of charge by calling (800) 257-8787 or by visiting the Fund’s website at www.nuveen.com. The
information contained in, or that can be accessed through, the Fund’s website is not part of this Prospectus or the SAI, except to the extent specifically incorporated by reference herein or in the SAI.

Investment Management and Sub-Advisory
Agreements

Investment Management
Agreement. Pursuant to an investment management agreement between Nuveen Fund Advisors and the Fund (the “Investment Management Agreement”), the Fund has agreed to pay an annual management fee for the services and facilities
provided by Nuveen Fund Advisors, payable on a monthly basis, based on the sum of a fund-level fee and a complex-level fee, as described below.

Fund-Level Fee. The annual fund-level fee for the Fund, payable monthly, is calculated according to the following schedule:

Average Daily Managed Assets	Fund Level Fee Rate
For the first $125 million		0.4500%
For the next $125 million		0.4375%
For the next $250 million		0.4250%
For the next $500 million		0.4125%
For the next $1 billion		0.4000%
For the next $3 billion		0.3750%
For managed assets over $5 billion		0.3625%

Complex-Level
Fee. The overall complex-level fee, payable monthly, begins at a maximum rate of 0.1600% of the Fund’s
average daily managed assets, with breakpoints for eligible complex-level assets above $124.3 billion. Therefore, the maximum management
fee rate for the Fund is the Fund-level fee plus 0.1600%. The current overall complex-level fee schedule is as follows:

Complex-Level Asset Breakpoint Level*	Complex-Level Fee
For the first $124.3 billion	0.1600%
For the next $75.7 billion	0.1350%
For the next $200 billion	0.1325%
For eligible assets over $400 billion	0.1300%

*	See “Investment Adviser, Sub-Adviser and Portfolio Managers” in the SAI for more detailed information about the complex-level fee and eligible complex-level assets.

As
of [ ], 2026, the complex-level fee rate for the Fund was [ ]%.

In addition to the fee of Nuveen Fund Advisors, the Fund pays all other
costs and expenses of its operations, including compensation of its trustees (other than those affiliated with Nuveen Fund Advisors and Nuveen Asset Management), custodian, transfer agency and dividend disbursing expenses, legal fees, expenses of
independent auditors, expenses of repurchasing shares, expenses associated with any borrowings, expenses of issuing any Preferred Shares, expenses of preparing, printing and distributing shareholder reports, notices, proxy statements and reports to
governmental agencies, and taxes, if any. All fees and expenses are accrued daily and deducted before payment of dividends to investors.

A discussion regarding
the basis for the Board of Trustees’ most recent approval of the Investment Management Agreement for the Fund may be found
in the Fund’s annual report to shareholders dated August 31, 2025.

Sub-Advisory
Agreement. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management receives from Nuveen Fund Advisors a management
fee equal to 38.4615% of Nuveen Fund Advisors’ net management fee from the Fund. Nuveen Fund Advisors and Nuveen Asset Management
retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.

A discussion regarding
the basis for the Board of Trustees’ most recent approval of the Sub-Advisory Agreement for the Fund may be found in the Fund’s
annual report to shareholders dated August 31, 2025.

[Control Persons and Principal Holders of Common Shares]

As of [ ], 2026, no shareholders owned of
record, or were known by the Fund to own of record or beneficially, five percent or more of any class of shares of the Fund.

NET ASSET VALUE

The Fund’s NAV
per Common Share is determined as of the close of trading (normally 4:00 p.m. Eastern time) on each day the NYSE is open for business.
NAV is calculated by taking the market value of the Fund’s total assets, less all liabilities, and dividing by the total number
of Common Shares outstanding. The result, rounded to the nearest cent, is the NAV per share.

The
Fund utilizes independent pricing services approved by its valuation designee to value
portfolio instruments at their market value. Independent pricing services typically value
non-equity portfolio instruments utilizing a range of market-based inputs and assumptions,
including market quotations obtained from broker-dealers making markets
in such instruments, cash flows and transactions for comparable instruments. In valuing
municipal securities, the pricing services may also consider, among other factors, the
yields or prices of municipal securities of comparable quality, type of issue, coupon,
maturity and rating and the obligor’s credit characteristics considered relevant
by the pricing service or Nuveen Fund Advisors. In pricing certain securities, particularly
less liquid and lower quality securities, the pricing services may consider information
about a security, its issuer or market activity provided by Nuveen Fund Advisors or Nuveen
Asset Management.

If a price cannot be obtained from a pricing service or other pre-approved source, or if the Fund’s valuation designee deems such price to be unreliable, or if a significant event occurs after the close of the local market but prior to the time at which the Fund’s
NAV is calculated, a portfolio instrument will be valued at its fair value as determined in good faith by the Fund’s valuation designee. The Fund’s valuation designee may determine that a price is unreliable in various circumstances. For
example, a price may be deemed unreliable if it has not changed for an identified period of time, or has changed from the previous day’s price by more than a threshold amount, and recent transactions and/or broker dealer price quotations differ
materially from the price in question.

The
Board of Trustees has designated Nuveen Fund Advisors as the Fund’s valuation designee
pursuant to Rule 2a-5 under the 1940 Act and delegated to Nuveen Fund Advisors the day-to-day
responsibility of making fair value determinations. All fair value determinations made by
Nuveen Fund Advisors are subject to review by the Board of Trustees. As a general principle,
the fair value of a portfolio instrument is the amount that an owner might reasonably expect
to receive upon the instrument’s current sale. A range of factors and analysis may
be considered when determining fair value, including relevant market data, interest rates,
credit considerations and/or issuer specific news. However, fair valuation involves subjective
judgments, and it is possible that the fair value determined for a portfolio instrument may
be materially different from the value that could be realized upon the sale of that instrument.

DISTRIBUTIONS

The Fund pays regular
monthly cash distributions to Common Shareholders (stated in terms of a fixed cents per Common Share dividend distribution rate
which may be set from time to time). The Fund intends to distribute all or substantially all of its net investment income each year
through its regular monthly distributions and to distribute realized capital gains at least annually. In addition, in any monthly
period, to maintain its declared per common share distribution amount, the Fund may distribute more or less than its net investment
income during the period. In the event the Fund distributes more than its net investment income during any yearly period, such
distributions may also include realized gains and/or a return of capital. A return of capital is a non-taxable distribution of a portion of the Fund’s capital. When the Fund returns exceed distributions, return
of capital may represent portfolio gains earned, but not realized as a taxable capital gain. In periods when the Fund returns fall short
of distributions, it will represent a portion of a shareholder’s original principal unless the shortfall is offset during other time periods
over the life of their investment (previous or subsequent) when the Fund’s total return exceeds distributions. A return of capital reduces
a shareholder’s tax cost basis (but not below zero) in Fund shares, which would result in more taxable gain or less taxable loss when
the shareholder sells their shares.

To the extent that a distribution includes a return of capital the NAV per share may erode. A return of capital may occur, for example, when
some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”

If the Fund’s distribution includes anything other than net investment income, the Fund will
provide a notice to Common Shareholders of its best estimate of the distribution sources at the time of the distribution. These estimates may not match the final tax characterization (for the full year’s distributions) contained in the Common
Shareholders’ 1099-DIV forms after the end of the year.

While the Fund intends to distribute all realized capital gains at least annually, the Fund may elect to retain all or a portion of any net
capital gain (which is the excess of net long-term capital gain over net short-term capital loss) otherwise allocable to Common Shareholders and pay U.S. federal income tax on the retained gain. As provided under U.S. federal income tax law, Common
Shareholders of record as of the end of the Fund’s taxable year will include their share of the retained net capital gain in their income for the year as a long-term capital gain (regardless of their holding period in the common shares), and
will be entitled to an income tax credit or refund for the federal income tax deemed paid on their behalf by the Fund. If the Fund’s total distributions during a given year is an amount that exceeds the Fund’s current and accumulated
earnings and profits, the excess would be treated by Common Shareholders as return of capital for federal income tax purposes to the extent of the Common Shareholder’s basis in their shares and thereafter as capital gain.

Distributions
will be reinvested in additional shares under the Fund’s Dividend Reinvestment Plan
unless a shareholder elects to receive cash. The Fund reserves the right to change its
distribution policy and the basis for establishing the rate of its monthly distributions
at any time and may do so without prior notice to Common Shareholders.

So long as any Preferred Shares are outstanding, the Fund will be limited in certain instances in declaring a dividend to Common Shareholders.
See “Leverage,” “Description of Shares—Common Shares” and “—Preferred Shares” for more information.

DIVIDEND REINVESTMENT PLAN

Please refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder UpdateDividend
Reinvestment Plan,” which is incorporated by reference herein, for a discussion of the Fund’s dividend reinvestment plan.

Additionally, whenever the Fund declares a distribution payable in shares or cash at the option of the shareholders, each Dividend Reinvestment
Plan (the “Plan”) participant shall take such distribution entirely in shares and Computershare Trust Company N.A. (the “Plan
Agent”) shall automatically receive such shares, including fractions, for the Plan participant’s account, except in circumstances
described in the Plan. Except in such circumstances, the number of additional shares to be credited to each Plan participant’s account
shall be determined by dividing the dollar amount of the distribution payable on the shareholder’s shares by the greater of net asset
value or 95% of current market price per share on the payable date for such distribution.

PLAN OF DISTRIBUTION

The Fund may offer and sell Securities from time to time on an immediate, continuous or delayed basis, in one or more offerings under this
Prospectus and a related prospectus supplement, on terms to be determined at the time of the offering. The Fund may offer and sell such Securities directly to one or more purchasers, to or through underwriters, through dealers or agents that the
Fund designates from time to time, or through a combination of these methods. Sales of Securities may be made in transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the
“1933 Act”), including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange.

The prospectus supplement relating to any offering of Securities will describe the terms of such offering, including, as applicable:

●

the names of any agents, underwriters or dealers;

●

any sales loads, underwriting discounts and commissions or agency fees and
other items constituting underwriters’ or agents’ compensation;

●

any discounts, commissions, fees or concessions allowed or reallowed or paid to dealers or agents;

●

the public offering or purchase price of the offered Securities, the estimated net proceeds the Fund will receive from the sale and the use of proceeds; and

●

any securities exchange on which the offered Securities may be listed.

The prospectus supplement relating to any Rights offering will set forth the number of Common Shares issuable upon the exercise of each Right
(or number of Rights) and the other terms of such Rights offering.

Direct Sales

The Fund may offer and sell Securities directly to, and solicit offers from, institutional investors or others who may be deemed to be
underwriters as defined in the 1933 Act for any resales of Securities. In this case, no underwriters or agents would be involved. The Fund may use electronic media, including the Internet, to sell offered Securities directly. The Fund will describe
the terms of any of those sales in a prospectus supplement.

By Agents

The Fund may offer and sell Securities through an agent or agents
designated by the Fund from time to time. An agent may sell Securities it has purchased from the Fund as principal to other dealers for resale to investors and other purchasers, and may reallow all or any portion of the discount received in
connection with the purchase from the Fund to the dealers. After the initial offering of Securities, the offering price (in the case of Securities to be resold at a fixed offering price), the concession and the discount may be changed.

By Underwriters

If any underwriters are involved in the offer and sale of Securities,
such Securities will be acquired by the underwriters and may be resold by them, either at a fixed public offering price established at the time of offering or from time to time in one or more negotiated transactions or otherwise, at prices related
to prevailing market prices determined at the time of sale. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase Securities will be subject to conditions precedent and the underwriters
will be obligated to purchase all Securities described in the prospectus supplement if any are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to
underwriters may be changed from time to time.

In connection with
an offering of Common Shares, if a prospectus supplement so indicates, the Fund may grant the underwriters an option to purchase additional Common Shares at the public offering price, less the underwriting discounts and commissions, within 45 days
from the date of the prospectus supplement, to cover any overallotments.

By
Dealers

The Fund may offer and sell Securities from time to
time through one or more dealers who would purchase the securities as principal. The dealers then may resell the offered Securities to the public at fixed or varying prices to be determined by those dealers at the time of resale. The Fund will set
forth the names of the dealers and the terms of the transaction in the prospectus supplement.

General

Any underwriters, dealer or agent participating in an offering of Securities may be deemed to be an “underwriter,” as that term is
defined in the 1933 Act, of Securities so offered and sold, and any discounts and commission received by them, and any profit realized by them on resale of the offered Securities for whom they act as agent, may be deemed to be underwriting discounts
and commissions under the 1933 Act.

Underwriters, dealers and
agents may be entitled, under agreements entered into with the Fund, to indemnification by the Fund against some liabilities, including liabilities under the 1933 Act.

The Fund may offer to sell Securities either at a fixed price or at prices that may vary, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices.

To facilitate an offering of Common Shares in an underwritten transaction and in accordance with industry practice, the underwriters may engage
in transactions that stabilize, maintain, or otherwise affect the market price
of the Common Shares or any other Security. Those transactions may include overallotment, entering stabilizing bids, effecting syndicate covering transactions, and reclaiming selling concessions
allowed to an underwriter or a dealer.

●

An overallotment in connection with an offering creates a short position in the Common Shares for the underwriter’s own account.

●

An underwriter may place a stabilizing bid to purchase the Common Shares for the purpose of pegging, fixing, or maintaining the price of the Common Shares.

●

Underwriters may engage in syndicate covering transactions to cover overallotments or to stabilize the price of the Common Shares by bidding for, and purchasing, the Common Shares or any other Securities in the open
market in order to reduce a short position created in connection with the offering.

●

The managing underwriter may impose a penalty bid on a syndicate member to reclaim a selling concession in connection with an offering when the Common Shares originally sold by the syndicate member are purchased in
syndicate covering transactions or otherwise.

Any of
these activities may stabilize or maintain the market price of the Securities above independent market levels. Underwriters are not required to engage in these activities and may end any of these activities at any time.

In connection with any Rights offering, the Fund may also enter into a
standby underwriting arrangement with one or more underwriters pursuant to which the underwriter(s) will purchase Common Shares remaining unsubscribed for after the Rights offering.

Unless otherwise indicated in the prospectus supplement, each series of
offered Preferred Shares will be a new issue of securities for which there currently is no market. Any underwriters to whom Preferred Shares are sold for public offering and sale may make a market in such Preferred Shares as permitted by applicable
laws and regulations, but such underwriters will not be obligated to do so, and any such market making may be discontinued at any time without notice. Accordingly, there can be no assurance as to the development or liquidity of any market for the
Preferred Shares.

Underwriters, agents and dealers may engage in
transactions with or perform services, including various investment banking and other services, for the Fund and/or any of the Fund’s affiliates in the ordinary course of business.

The maximum amount of compensation to be received by any Financial
Industry Regulatory Authority (“FINRA”) member or independent broker-dealer will not exceed the applicable FINRA limit for the sale of any securities being offered pursuant to Rule 415 under the Securities Act. We will not pay any
compensation to any underwriter or agent in the form of warrants, options, consulting or structuring fees or similar arrangements.

To the extent permitted under the 1940 Act and the rules and regulations promulgated thereunder, the underwriters may from time to time act as
a broker or dealer and receive fees in connection with the execution of the Fund’s portfolio transactions after the underwriters have ceased to be underwriters and, subject to certain restrictions, each may act as a broker while it is an
underwriter.

A prospectus and accompanying prospectus supplement
in electronic form may be made available on the websites maintained by underwriters. The underwriters may agree to allocate a number of Securities for sale to their online brokerage account holders. Such allocations of Securities for Internet
distributions will be made on the same basis as other allocations. In addition, Securities may be sold by the underwriters to securities dealers who resell Securities to online brokerage account holders.

DESCRIPTION OF SHARES

Common Shares

The
Declaration of Trust authorizes the issuance of an unlimited number of Common Shares. The Common Shares have a par value of $0.01 per
share and, subject to the rights of holders of Preferred Shares, have equal rights to the payment of dividends and the distribution
of assets upon liquidation. The Common Shares when issued, are fully paid and, subject to matters discussed in “Certain Provisions
in the Declaration of Trust and By-Laws,” non-assessable, and have no preemptive or conversion rights, except as the Trustees may authorize from time to time, or rights to cumulative voting.
A copy of the Declaration of Trust is filed with the SEC as an exhibit to the Fund’s registration statement of which this Prospectus
is a part.

Each
whole Common Share has one vote with respect to matters submitted for a vote by the Fund’s Common Shareholders and on which the
shareholder is entitled to vote, and each fractional share shall be entitled to a proportional fractional vote consistent with the requirements
of the 1940 Act and the rules promulgated thereunder, and will vote together as a single class. Whenever
the Fund incurs borrowings and/or Preferred Shares are outstanding, Common Shareholders will not be entitled to receive any cash distributions
from the Fund unless all interest on such borrowings has been paid and all accumulated dividends on Preferred Shares have been paid,
and asset coverage (as defined in the 1940 Act) with respect to any borrowings would be at least 300% after giving effect to the
distributions and asset coverage (as defined in the 1940 Act) with respect to Preferred Shares would be at least 200% after giving effect
to the distributions. See “Preferred Shares” below.

The Common Shares
are listed on the NYSE and trade under the ticker symbol “NAN.” The Fund intends to hold annual meetings of shareholders
so long as the Common Shares are listed on a national securities exchange and such meetings are required as a condition to such
listing. The Fund does not issue share certificates.

Unlike open-end funds, closed-end funds like the Fund do not provide
daily redemptions. Rather, if a shareholder determines to buy additional Common Shares or sell shares already held, the shareholder may conveniently do so by trading on the exchange through a broker or otherwise. Common shares of closed-end
investment companies may frequently trade on an exchange at prices lower than NAV. Common shares of closed-end investment companies like the Fund have during some periods traded at prices higher than NAV and have during other periods traded at
prices lower than NAV.

Because the market value of the Common
Shares may be influenced by such factors as distribution levels (which are in turn affected by expenses), call protection, dividend stability, portfolio credit quality, NAV, relative demand for and supply of such shares in the market, general market
and economic conditions, and other factors beyond the control of the Fund, the Fund cannot assure you that Common Shares will trade at a price equal to or higher than NAV in the future. The Common Shares are designed primarily for long-term
investors, and investors in the Common Shares should not view the Fund as a vehicle for trading purposes. See “Repurchase of Fund Shares; Conversion to Open-End Fund.”

Preferred Shares

The
Fund’s Declaration of Trust authorizes the issuance of an unlimited number of Preferred
Shares in one or more classes or series, with rights as determined by the Board of Trustees,
by action of the Board of Trustees without the approval of the Common Shareholders. As of [ ], 2026, there were [ ] VRDP Shares outstanding and [ ] AMTP Shares outstanding.
The VRDP Shares and the AMTP Shares have various rights that were approved by the Board of Trustees without the
approval of Common Shareholders, which are specified in each applicable statement establishing
and fixing the rights and preferences with respect to the VRDP Shares and the AMTP Shares (each, a “Statement”).
The discussion below generally describes the rights of the holders of Preferred Shares, including
rights generally applicable to the holders of the Fund’s outstanding VRDP Shares and
AMTP Shares, although the terms of any Preferred Shares that may be issued by the Fund may
be the same as, or different from, the terms described below, subject to the applicable Statement,
applicable law and the Declaration of Trust.

Under
the 1940 Act, the Fund is not permitted to issue “senior securities” that are Preferred
Shares if, immediately after the issuance of Preferred Shares, the asset coverage ratio would
be less than 200%. See “Use of Leverage.” Additionally, the Fund will generally
not be permitted to purchase any of its Common Shares or declare dividends (except a dividend
payable in Common Shares) or other distributions on its Common Shares unless, at the time
of such purchase or declaration, the asset coverage ratio with respect to such Preferred
Shares, after taking into account such purchase or distribution, is at least 200%. Preferred
Shares issued by the Fund have priority over the Common Shares.

For so long as any Preferred Shares are outstanding, the Fund will not:
(1) declare or pay any dividend or other distribution (other than a dividend or distribution paid in Common Shares) in respect of the Common Shares, (2) call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares,
or (3) pay any proceeds of the liquidation of the Fund in respect of the Common Shares, unless, in each case, (A) immediately thereafter, the Fund shall be in compliance with the 200% asset coverage limitations set forth under the 1940 Act after
deducting the amount of such dividend or other distribution or redemption or purchase price or liquidation proceeds and (B) all cumulative dividends and other distributions of shares of all series of Preferred Shares of the Fund due on or prior to
the date of the applicable dividend, distribution, redemption, purchase or acquisition shall have been declared and paid.

Dividends
and Distributions and Priority of Payment

The Fund’s Preferred Shares rank equally with each other and have priority over the Common Shares as to the payment of dividends and other
distributions. The holders of Preferred Shares of each series are entitled to receive, when, as and if declared by the Board, out of funds
legally available therefor in accordance with the Declaration of Trust and applicable law, cumulative cash dividends at the dividend rate
for the Preferred Shares of such series payable on the dividend payment dates with respect to the Preferred Shares of such series. Holders
of Preferred Shares are not entitled to any dividend, whether payable in cash, property or shares, in excess of full cumulative dividends
on the Preferred Shares. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments
on Preferred Shares which may be in arrears, and no additional sum of money will be payable in respect of such arrearage. Dividends on
a series of Preferred Shares may be determined at a fixed rate, by reference to an index or pursuant to a formula, established by a remarketing
agent or otherwise. Dividends may be subject to a maximum rate as set forth in the applicable Statement.

Dividends on the VRDP
Shares (which are treated as interest payments for financial reporting purposes) are set at a rate established by a remarketing
agent; therefore, the market value of the VRDP Shares is expected to approximate its liquidation preference. In the event that VRDP
Shares are unable to be successfully remarketed, the dividend rate will be the maximum rate, which is designed to escalate according
to a specified schedule in order to enhance the remarketing agent’s ability to successfully remarket the VRDP Shares. Certain
series of VRDP shares may, in the future, be subject to a special rate period (“Special Rate Period VRDP Shares”). During the
special rate period, VRDP dividends will be set monthly as a floating rate based on the predetermined formula. Following the initial
special rate period, Special Rate Period VRDP Shares may transition to traditional VRDP Shares with dividends set at weekly
remarketings, and be supported by a designated liquidity provider, or the Board may approve a subsequent special rate period.

AMTP Shares are short-term or short/intermediate-term instruments that pay a variable dividend rate tied to a short-term index, plus
an additional fixed “spread” amount which is initially established at the time of issuance and may be adjusted in the future
based upon a mutual agreement between the majority owner and the Fund. From time-to-time the majority owner may propose to the Fund an
adjustment to the dividend rate. Should the majority owner and the Fund fail to agree upon an adjusted dividend rate, and such proposed
dividend rate adjustment is not withdrawn, the Fund will be required to redeem all outstanding shares upon the end of a notice period.
AMTP Share dividends are treated as interest payments for financial reporting purposes. Unpaid dividends on AMTP Shares are recognized
as a component of “Payable for interest” on the Statement of Assets and Liabilities. Dividends accrued on AMTP Shares are
recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.

Liquidation Preference

In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Fund, holders of Preferred Shares would be entitled to receive a preferential liquidating distribution (expected to equal the original purchase price per share plus accumulated and unpaid dividends thereon,
whether or not earned or declared) before any distribution of assets is made to Common Shareholders. After payment of the full amount of the liquidating distribution to which they are entitled, holders of Preferred Shares will not be entitled to any
further participation in any distribution of assets by the Fund. A consolidation or merger of the Fund with or into another entity or a sale of all or substantially all of the assets of the Fund shall not be deemed to be a liquidation, dissolution
or winding up of the Fund.

Voting Rights

In connection with any issuance of Preferred Shares, the Fund must
comply with Section 18(i) of the 1940 Act, which requires, among other things, that Preferred Shares be voting shares and have equal voting rights with Common Shares. Except with respect to certain matters affecting only the holders of the
Preferred Shares and except as discussed further below, holders of Preferred Shares vote together with Common Shareholders as a single class on matters submitted to Fund shareholders.

In connection with the election of the Fund’s trustees, holders of
Preferred Shares, voting as a separate class, are entitled to elect two of the Fund’s trustees, and the remaining trustees are elected by Common Shareholders and holders of Preferred Shares, voting together as a single class. In addition, if at
any time dividends on the Fund’s outstanding Preferred Shares are unpaid in an amount equal to two full years’ dividends thereon, the holders of all outstanding Preferred Shares, voting as a separate class, would be entitled to elect a
majority of the Fund’s trustees until all dividends in arrears have been paid or declared and set apart for payment.

The Statement with
respect to each series of the Fund’s Preferred Shares sets forth certain voting and consent rights of the holders of such
Shares, including with respect to certain actions that would affect the preferences, rights, or powers of such class or series or
the authorization or issuance of any class or series ranking prior to the Preferred Shares. Except as may otherwise be required by
law, the Fund’s Declaration of Trust requires that (1) the affirmative vote of the holders of at least two-thirds of the
Fund’s Preferred Shares outstanding at the time, voting as a separate class, would be required to approve any conversion of
the Fund from a closed-end to an open-end investment company and (2) the affirmative vote of the holders of at least two-thirds
of the outstanding Preferred Shares, voting as a separate class, would be required to approve any plan of reorganization (as such
term is used in the 1940 Act) adversely affecting such shares; provided however, that such separate class vote would be a majority
vote if the action in question has previously been approved, adopted or authorized by the affirmative vote of two-thirds of the
total number of trustees fixed in accordance with the Declaration of Trust or the By-laws. The affirmative vote of the holders of a
majority of the outstanding Preferred Shares, voting as a separate class, would be required to approve any action not described in
the preceding sentence requiring a vote of security holders under Section 13(a) of the 1940 Act including, among other things,
changes in the Fund’s investment objectives or changes in the investment restrictions described as fundamental policies under
“Investment Restrictions” in the SAI. The class or series vote of holders of Preferred Shares described above would in
each case be in addition to any separate vote of the requisite percentage of Common Shares and Preferred Shares necessary to
authorize the action in question.

The foregoing voting provisions would not apply with respect to any Fund Preferred Shares if, at or prior to the time when a vote was required, such shares have been (1) redeemed or (2) called for redemption and sufficient funds would have been deposited in trust to effect such redemption.

Redemption, Purchase and Sale of Preferred Shares

The terms of the Preferred Shares may provide that they are redeemable
by the Fund at certain times, in whole or in part, at the liquidation preference of such share plus accumulated dividends, that the Fund may tender for or purchase Preferred Shares and that the Fund may subsequently resell any shares so tendered for
or purchased. Any redemption or purchase of Preferred Shares by the Fund would reduce the leverage applicable to Common Shares, while any resale of such shares by the Fund would increase such leverage.

The outstanding VRDP
Shares and AMTP Shares of each series have a specified term redemption date (which may be extended) and may be subject to earlier
optional or mandatory redemption by the Fund, in whole or in part, in certain circumstances, such as in the event of a failure by
the Fund to comply with asset coverage and/or effective leverage ratio requirements, as applicable, and any such failure is not
cured within the applicable cure period. Such Shares are also subject to optional redemption by the Fund at any time. With respect
to the outstanding series of VRDP Shares that has a liquidity provider, the Fund has an obligation to redeem, at a redemption price
equal to the liquidation preference per share plus accumulated but unpaid dividends thereon (whether or not earned or declared),
shares of such series purchased by the liquidity provider pursuant to its purchase obligation if the liquidity provider continues to
be the beneficial owner for a period of six months and such shares cannot be successfully remarketed.

RIGHTS OFFERINGS

The
Fund may in the future, and at its discretion, choose to make offerings of Rights to
its shareholders to purchase Common Shares. Rights may be issued independently or together
with any other offered security and may or may not be transferable by the person purchasing
or receiving the rights. In connection with a Rights offering to shareholders, the Fund
would distribute certificates or other documentation evidencing the Rights and a prospectus
supplement to the Fund’s shareholders as of the record date that the Fund sets for
determining the shareholders eligible to receive Rights in such Rights offering. Any
such future Rights offering will be made in accordance with the 1940 Act and, to the
extent such Rights are transferable, will comply with applicable interpretations of the
SEC or its staff, as such interpretations may be modified in the future, which currently
require that: (i) the Fund’s Board of Trustees make a good faith determination that
such offering would result in a net benefit to existing shareholders; (ii) the offering
fully protects shareholders’ preemptive rights and does not discriminate among shareholders
(except for the possible effect of not offering fractional rights); (iii) management
uses its best efforts to ensure an adequate trading market in the Rights for use by shareholders
who do not exercise such Rights; and (iv) the ratio of such transferable Rights offering
does not exceed one new share for each three rights held.

The applicable prospectus supplement would describe the following terms
of the Rights (to the extent each is applicable) in respect of which this Prospectus is being delivered:

●

the period of time the offering would remain open;

●

the underwriter or distributor, if any, of the Rights and any associated underwriting fees or discounts applicable to purchases of the Rights;

●

the title of such Rights;

●

the exercise price for such Rights (or method of calculation thereof);

●

the number of such Rights issued in respect of each share;

●

the number of Rights required to purchase a single share;

●

the extent to which such Rights are transferable and the market on which they may be traded if they are transferable;

●

if such Rights are transferable, a discussion regarding
the Board of Trustees’ basis for determining that such offering would result in a net benefit to existing shareholders;

●

if applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance or exercise of such Rights;

●

the date on which the right to exercise such Rights will commence, and the date on which such right will expire (subject to any extension);

●

the extent to which such Rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;

●

termination rights the Fund may have in connection with such Rights offering;
and

●

any other terms of such Rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such Rights.

A certain number of Rights would entitle the holder of the Right(s) to
purchase for cash such number of shares at such exercise price as in each case is set forth in, or be determinable as set forth in, the prospectus supplement relating to the Rights offered thereby. Rights would be exercisable at any time up to the
close of
business on the expiration date for such Rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised Rights would become void. Upon
expiration of the Rights offering and the receipt of payment and the Rights certificate or other appropriate documentation properly executed and completed and duly executed at the corporate trust office of the Rights agent, or any other office
indicated in the prospectus supplement, the Common Shares purchased as a result of such exercise will be issued as soon as practicable. To the extent permissible under applicable law, the Fund may determine to offer any unsubscribed offered
securities directly to persons other than shareholders, to or through agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement.

CERTAIN PROVISIONS IN THE DECLARATION OF
TRUST AND BY-LAWS

General. The By-laws of the Fund provide that by becoming a shareholder of the Fund, each shareholder shall be deemed to have agreed to
be bound by the terms of the Declaration of Trust and By-laws. However, neither the Declaration of Trust nor the By-laws purport to require the waiver of a shareholder’s rights under the federal securities laws.

Shareholder and Trustee Liability. Under Massachusetts law,
shareholders could, under certain circumstances, be held personally liable for the Fund’s obligations. However, the Declaration of Trust contains an express disclaimer of shareholder liability for the Fund’s debts or obligations and
requires that notice of such limited liability be given in each agreement, obligation or instrument entered into or executed by the Fund or the trustees. The Declaration of Trust further provides for indemnification out of the Fund’s assets and
property for all loss and expense of any shareholder held personally liable for the Fund’s obligations. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund
would be unable to meet its obligations. The Fund believes that the likelihood of such circumstances is remote.

The Declaration of
Trust provides that the Fund’s obligations are not binding upon the Fund’s trustees individually, but only upon the
Fund’s assets and property, and that the trustees shall not be liable for errors of judgment or mistakes of fact or law.
Nothing in the Declaration of Trust, however, protects a trustee against any liability to which the trustee would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct
of the trustee’s office.

Anti-Takeover
Provisions. The Declaration of Trust and By-laws include provisions that could limit the ability of other entities or persons to
acquire control of the Fund or to convert the Fund to open-end status. The By-laws require the Board of Trustees be divided into
three classes with staggered terms. See “Management of the Fund” in the SAI. This provision of the By-laws could delay
for up to two years the replacement of a majority of the Board of Trustees. When Preferred Shares are outstanding, holders of
Preferred Shares, voting as a separate class, are entitled to elect two of the Fund’s trustees. In addition, the Declaration
of Trust requires a vote by holders of at least two-thirds of the Common Shares and Preferred Shares, voting together as a single
class, except as described below, to authorize (1) a conversion of the Fund from a closed-end to an open-end investment company, (2)
a merger or consolidation of the Fund or a series or class of the Fund with any corporation, association, trust or other
organization or a reorganization or certain recapitalizations of the Fund or a series or class of the Fund, (3) a sale, lease or
transfer of all or substantially all of the Fund’s assets (other than in the regular course of the Fund’s investment
activities), (4) in certain circumstances, a termination of the Fund, or a series or class of the Fund or (5) a removal of trustees by shareholders, and then only for
cause, unless, with respect to (1) through (4), such transaction has already been authorized by the affirmative vote of two-thirds
of the total number of trustees fixed in accordance with the Declaration of Trust or the By-laws, in which case the affirmative vote
of the holders of at least a majority of the Fund’s Common Shares and, if issued, Preferred Shares outstanding at the time,
voting together as a single class, would be required; provided, however, that where only a particular class or series is affected
(or, in the case of removing a trustee, when the trustee has been elected by only one class), only the required vote by the
applicable class or series will be required. However, approval of shareholders would not be required for any transaction, whether
deemed a merger, consolidation, reorganization or otherwise whereby the Fund issues shares in connection with the acquisition of
assets (including those subject to liabilities) from any other investment company or similar entity. In the case of the conversion
of the Fund from a closed-end investment company to an open-end investment company, or in the case of any of the foregoing
transactions constituting a plan of reorganization that adversely affects the holders of any outstanding Preferred Shares, the
action in question also would require the affirmative vote of the holders of at least two-thirds of the Preferred Shares outstanding
at the time, voting as a separate class, unless such transaction has already been authorized by the affirmative vote of two-thirds
of the total number of trustees fixed in accordance with the Declaration of Trust or the By-laws, in which case the affirmative vote
of the holders of at least a majority of the Fund’s Preferred Shares outstanding at the time would be required. None of the
foregoing provisions may be amended except by the vote of at least two-thirds of the Common Shares and any preferred shares voting
together as a single class. The votes required to approve the conversion of the Fund from a closed-end to an open-end investment
company or to approve transactions constituting a plan of reorganization which adversely affects the holders of preferred shares are
higher than those required by the 1940 Act. The Board of Trustees believes that the provisions of the Declaration of Trust relating
to such higher votes are in the best interest of the Fund and its shareholders.

Procedural Requirements on Derivative Actions, Exclusive
Jurisdiction and Jury Trial Waiver. The By-laws of the Fund contain certain provisions affecting potential shareholder claims against the Fund, including procedural requirements for derivative actions, an exclusive forum provision, and the
waiver of shareholder rights to a jury trial. Massachusetts is considered a “universal demand” state, meaning that under Massachusetts corporate law a shareholder must make a demand on the company before bringing a derivative action (i.e.,
a lawsuit brought by a shareholder on behalf of the company). The By-laws of the Fund provide detailed procedures for the bringing of derivative actions by shareholders which are modeled on the substantive provisions of the Massachusetts corporate
law derivative demand statute. The procedures are intended to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to the Fund or its shareholders as a result of spurious shareholder
demands and derivative actions. Among other things, these procedures:

●

provide that before bringing a derivative action, a shareholder must make a written demand to the Fund;

●

establish a 90-day review period, subject to extension in certain circumstances, for the Board of Trustees to evaluate the shareholder’s demand;

●

establish a mechanism for the Board of Trustees to submit the question of whether to maintain a derivative action to a vote of shareholders;

●

provide that if the Fund does not notify the requesting shareholder of the rejection of the demand within the applicable review period, the shareholder may commence a derivative action;

●

establish bases upon which a trustee will not be considered to be not independent for purposes of evaluating a derivative demand; and

●

provide that if the trustees who are independent for purposes of considering a shareholder demand determine in good faith within the applicable review period that the maintenance of a derivative action is not in the
best interest of the Fund, the 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 Fund.

These procedures may be more restrictive than procedures for bringing derivative suits applicable to other investment companies.

The By-laws also
require that actions by shareholders against the Fund, except for actions under the U.S. federal securities laws, be brought only in
a certain federal court in Massachusetts, or if not permitted to be brought in federal court, then in the Business Litigation
Session of the Massachusetts Superior Court in Suffolk County (the “Exclusive Jurisdictions”), and that the right to jury
trial be waived to the fullest extent permitted by law. Other investment companies may not be subject to similar restrictions. The
designation of Exclusive Jurisdictions may make it more expensive for a shareholder to bring a suit than if the shareholder were
permitted to select another jurisdiction. In the event a shareholder selects another jurisdiction to bring its suit and the venue
for such suit is subsequently changed back to an Exclusive Jurisdiction through the legal process, then such shareholder shall be
required to reimburse all expenses incurred by the Fund or any other person in effecting such change of venue back to the Exclusive
Jurisdiction. Also, the designation of Exclusive Jurisdictions and the waiver of jury trials limit a shareholder’s ability to
litigate a claim in the jurisdiction and in a manner that may be more favorable to the shareholder. It is possible that a court may
choose not to enforce these provisions of the Fund’s By-laws.

Preemptive
Rights. The Declaration of Trust provides that Common Shareholders shall have no right to acquire, purchase or subscribe for any
shares or investments of the Fund, other than such right, if any, as the Fund’s Board of Trustees in its discretion may determine. As of the
date of this Prospectus, no preemptive rights have been granted by the Board of Trustees.

Reference should be made to the Declaration of Trust and By-laws on
file with the SEC for the full text of these provisions.

REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND

The
Fund is a closed-end investment company and as such its shareholders will not have the right
to cause the Fund to redeem their shares. Instead, the Common Shares will trade in the open
market at a price that will be a function of several factors, including dividend levels (which
are in turn affected by expenses), NAV, call protection, dividend stability, portfolio credit
quality, relative demand for and supply of such shares in the market, general market and
economic conditions and other factors. Because shares of closed-end investment companies
may frequently trade at prices lower than NAV, the Fund’s Board of Trustees has currently
determined that, at least annually, it will consider action that might be taken to reduce
or eliminate any material discount from NAV in respect of Common Shares, which may include
the repurchase of such shares in the open market or in private transactions, the making of
a tender offer for such shares at NAV, or the conversion of the Fund to an open-end investment
company. The Fund cannot assure you that its Board of Trustees will decide to take any of
these actions, or that share repurchases or tender offers will actually reduce market discount.

If
the Fund converted to an open-end investment company, it would be required to redeem
all Preferred Shares, including VRDP Shares and AMTP Shares, then outstanding (requiring in turn that
it liquidate a portion of its investment portfolio), and the Common Shares would no longer
be listed on the NYSE or elsewhere and it would likely have to significantly reduce any
leverage it is then employing, which may require a repositioning of its investment portfolio,
which may in turn generate substantial transaction costs, which would be borne by Common
Shareholders, and may adversely affect Fund performance and Fund distributions. In contrast
to a closed-end investment company, shareholders of an open-end investment company may
require the company to redeem their shares at any time (except in certain circumstances
as authorized by the 1940 Act or the rules thereunder) at their NAV, less any redemption
charge that is in effect at the time of redemption. The Fund currently expects that any
such redemptions would be made in cash. The Fund may charge sales or redemption fees
upon conversion to an open-end fund. In order to avoid maintaining large cash positions
or liquidating favorable investments to meet redemptions, open-end investment companies
typically engage in a continuous offering of their shares. Open-end investment companies
are thus subject to periodic asset in-flows and out-flows that can complicate portfolio
management. The Board of Trustees may at any time propose conversion of the Fund to an
open-end investment company depending upon its judgment as to the advisability of such
action in light of circumstances then prevailing.

Before
deciding whether to take any action if the Common Shares trade below NAV, the Fund’s
Board of Trustees would consider all relevant factors, including the extent and duration
of the discount, the liquidity of the Fund’s portfolio, the impact of any action that
might be taken on the Fund or its shareholders, and market considerations. Based on these
considerations, even if the Fund’s shares should trade at a discount, the Board of Trustees
may determine that, in the interest of the Fund and its shareholders, no action should be
taken.

[TAX
MATTERS]

The following information is meant as a
general summary for U.S. Common Shareholders. Please see the SAI for additional information. This summary does not discuss the tax
consequences of an investment in Rights or Preferred Shares. The tax consequences of such an investment will be discussed in the relevant prospectus supplement. Investors should rely on
their own tax adviser for advice about the particular federal, state and local tax consequences to them of investing in the
Fund.

The Fund has elected and intends to
qualify each year to be treated as a RIC under Subchapter M of the Code. In order to qualify for treatment as a RIC, the Fund must satisfy certain requirements regarding the
sources of its income, the diversification of its assets and the distribution of its income. As a RIC, the Fund is not expected
to be subject to federal income tax. The Fund primarily invests in municipal securities issued by states, cities and local authorities
and certain possessions and territories of the United States (such as Puerto Rico or Guam) or municipal securities whose income
is otherwise exempt from regular federal, New York State and New York City income taxes. To qualify to pay exempt-interest dividends, which are
treated as items of interest excludable from gross income for federal income tax purposes, at least 50% of the value of the total
assets of the Fund must consist of obligations exempt from regular income tax as of the close of each quarter of the Fund’s
taxable year. If the proportion of taxable investments held by the Fund exceeds 50% of the Fund’s total assets as of the
close of any quarter of any Fund taxable year, the Fund would not for that taxable year satisfy the general eligibility test that
would otherwise permit it to pay exempt-interest dividends. A shareholder treats an exempt-interest dividend as interest on state
and local bonds exempt from regular federal income tax. Federal income tax law imposes an alternative minimum tax. Interest on
certain municipal securities, such as certain private activity bonds, is included as an item of tax preference in determining
the amount of a taxpayer’s alternative minimum taxable income. To the extent that the Fund receives income from such municipal
securities, a portion of the dividends paid by the Fund, although exempt from regular federal income tax, will be taxable to shareholders
whose tax liabilities are determined under the federal alternative minimum tax. The Fund will annually provide a report indicating
the percentage of the Fund’s income attributable to municipal securities and the percentage includable in federal alternative
minimum taxable income.

In addition to exempt-interest
dividends, the Fund may also distribute to its shareholders amounts that are treated as long-term capital gain or ordinary income
(which may include short-term capital gains). These distributions are generally subject to regular federal income tax, whether
or not reinvested in additional shares. Net capital gain distributions (the excess of net long-term capital gain over net short-term
capital loss) that are properly reported to fund shareholders as capital dividends are generally taxable at rates applicable to
long-term capital gains regardless of how long a shareholder has held its shares. Long-term capital gains are currently taxable
to non-corporate shareholders at rates of up to 20%. Distributions of net short-term capital gains for a taxable year in excess
of net long-term capital losses for such taxable year generally will be taxable at ordinary income rates to a shareholder receiving
such distributions. The Fund does not expect that any part of its distributions to shareholders from its investments will qualify
for the dividends-received deduction available to corporate shareholders or as “qualified dividend income,” which is
taxable to non-corporate shareholders at preferential U.S. federal income tax rates.

A 3.8% Medicare contribution
tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident
alien for U.S. federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold
amount ($250,000 if married filing jointly or if considered a “surviving spouse” for federal income tax purposes, $125,000
if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to all or a portion of the undistributed
net investment income of certain shareholders that are estates and trusts. For these purposes, interest, dividends, and certain
capital gains are generally taken into account in computing a shareholder’s net investment income, but exempt-interest dividends
are not taken into account.

As a RIC, the Fund will not
be subject to federal income tax in any taxable year provided that it meets certain requirements. As described in “Distributions”
above, the Fund may retain for investment some (or all) of its net capital gain. If the Fund retains any net capital gain or taxable
net investment income, it will be subject to tax at the regular corporate rate on the amount retained. If the Fund retains any
net capital gain, it may designate the retained amount as undistributed capital gains in a notice to its shareholders who, if subject
to federal income tax on long-term capital gains, (i) will be required to include in income for federal income tax purposes, as
long-term capital gain, their share of such undistributed amount; (ii) will be deemed to have paid their proportionate shares of
the tax paid by the Fund on such undistributed amount and will be entitled to credit that amount of tax against their federal income
tax liabilities, if any; and (iii) will be entitled to claim refunds to the extent the credit exceeds such liabilities. For federal
income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference
between the amount of undistributed capital gains included in the shareholder’s gross income and the tax deemed paid by the
shareholder.

Dividends declared by the
Fund in October, November or December, payable to shareholders of record in such a month, and paid during the following January
will be treated as having been received by shareholders in the year the distributions were declared.

Each shareholder will receive an annual
statement summarizing the U.S. federal income tax status of all distributions.

The repurchase, sale or exchange of Common
Shares normally will result in capital gain or loss to holders of Common Shares who hold their shares as capital assets. Generally,
a shareholder’s gain or loss will be long-term capital gain or loss if the shares have been held for more than one year
even though the increase in value in such Common Shares may be at least partly attributable to tax-exempt interest income. Present
law taxes both long-term and short-term capital gains of corporations at the rates applicable to ordinary income. For non-corporate
taxpayers, however, long-term capital gains are currently taxed at rates of up to 20%. Short-term capital gains and other ordinary
income are taxed to non-corporate taxpayers at ordinary income rates. If a shareholder sells or otherwise disposes of Common Shares
before holding them for six months, any loss on the sale or disposition will be treated as a long-term capital loss to the extent
of any amounts treated as distributions to the Common Shareholder of long-term capital gain (including any amount credited to
the shareholder as undistributed capital gain) or (2) disallowed to the extent of exempt-interest dividends received by a Common
Shareholder. Any loss realized by a shareholder on the disposition of shares held 6 months or less is disallowed to the extent
of the amount of exempt-interest dividends received by the shareholder with respect to Common Shares. Any loss realized on a sale
or exchange of shares of the Fund will be disallowed to the extent those shares of the Fund are replaced by substantially identical
shares of the Fund (including shares acquired by reason of participation in the Plan) within a period of 61 days beginning 30
days before and ending 30 days after the date of disposition of the original shares, or to the extent the shareholder enters into
a contract or option to repurchase shares within such period. In that event, the basis of the replacement shares of the Fund will
be adjusted to reflect the disallowed loss.

Any interest on indebtedness
incurred or continued to purchase or carry the Fund’s shares to which exempt-interest dividends are allocated is not deductible.
Under certain applicable rules, the purchase or ownership of shares may be considered to have been made with borrowed funds even
though such funds are not directly used for the purchase or ownership of the shares. In addition, if you receive social security
or certain railroad retirement benefits, you may be subject to U.S. federal income tax on a portion of such benefits as a result
of receiving investment income, including exempt-interest dividends and other distributions paid by the Fund.

The Fund
may be required to withhold (as “backup withholding”) U.S. federal income tax from distributions (including exempt-interest
dividends) and repurchase proceeds payable to a shareholder if the shareholder fails to provide the Fund with his or her correct
taxpayer identification number or to make required certifications, or if the shareholder has been notified by the IRS that he or
she is subject to backup withholding. The backup withholding rate is 24%. Backup withholding is not an additional tax; rather,
it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholder’s
U.S. federal income tax liability.

The Fund may invest in municipal
securities that pay interest that is taxable under the federal alternative minimum tax. If you are, or as a result of investment
in the Fund would become, subject to the federal alternative minimum tax, the Fund may not be a suitable investment for you. In
addition, distributions of taxable ordinary income (including any net short-term capital gain) will be taxable to shareholders
as ordinary income (and not eligible for favorable taxation as “qualified dividend income”), and capital gain dividends
will be taxable as long-term capital gains.

New York Tax Matters. The
Fund’s regular monthly dividends will not be subject to New York personal income tax to the extent they are paid out
of income earned on obligations that, when held by individuals, pay interest that is exempt from taxation by New York under
New York law (e.g., obligations of New York and its political subdivisions) or federal law, so long as at the close
of each quarter of the Fund’s taxable year at least 50% of the value of the Fund’s total assets consists of such obligations
and the Fund designates such tax-exempt distributions pursuant to certain written notice requirements to its shareholders. The
portion of the Fund’s monthly dividends that is attributable to income other than as described in the preceding sentence
will be subject to the New York income tax. The Fund expects to earn no or only a minimal amount of such non-exempt income.
If you are an individual New York resident, you will be subject to New York personal income tax to the extent the Fund
distributes any realized capital gains, or if you sell or exchange shares and realize a capital gain on the transaction. The Fund’s dividends may not qualify for exemption under the personal income tax laws of states other than New York.

Other State
and Local Tax Matters. While exempt-interest dividends are exempt from regular federal and New York income taxes, they may not be
exempt from other state or local income or other taxes. Some states exempt from state income tax that portion of any exempt-interest
dividend that is derived from interest a RIC receives on its holdings of securities of that state and its political
subdivisions and instrumentalities. Therefore, the Fund will report annually to its shareholders the percentage of interest income the
Fund earned during the preceding year on tax-exempt obligations and the Fund will indicate, on a state-by-state basis, the source of
this income. Shareholders are advised to consult with their own tax advisors for more detailed information concerning New York tax matters
or the tax laws of their state and locality of residence. Please refer to the SAI for more detailed information.

CUSTODIAN AND TRANSFER AGENT

The
custodian of the assets of the Fund is State Street Bank and Trust Company, located at One
Congress Street, Suite 1, Boston, MA 02114-2016 (the “Custodian”).
The Custodian performs custodial, fund accounting and portfolio accounting services. The
Fund’s transfer, shareholder services and dividend paying agent with respect to the
Fund’s Common Shares is Computershare Inc. and Computershare Trust Company, N.A., located
at 150 Royall Street, Canton, MA 02021. The transfer agent, tender and dividend
paying agent and calculation agent for any Preferred Shares, will be identified in the applicable
prospectus supplement.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[ ], an independent registered public accounting firm provides auditing services to the Fund. The principal business address of [ ] is [ ].

LEGAL MATTERS

Certain legal matters
in connection with the offering will be passed upon for the Fund by Stradley Ronon Stevens & Young, LLP, located at 2005 Market
Street, Suite 2600, Philadelphia, PA 19103. Stradley Ronon Stevens & Young, LLP may rely as to certain matters of Massachusetts
law on the opinion of [     ]. Any additional legal opinions will be described in a prospectus supplement.

AVAILABLE
INFORMATION

The Fund is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the 1940 Act and is required to file reports, proxy statements and other information with the SEC. Reports, proxy statements, and other information
about the Fund can be inspected at the offices of the NYSE.

This
Prospectus does not contain all of the information in the Fund’s Registration Statement, including amendments, exhibits, and schedules. Statements in this Prospectus about the contents of any contract or other document are not necessarily
complete and, in each instance, reference is made to the copy of the contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by this reference.

Additional information about the Fund and the Securities can be found
in the Fund’s Registration Statement (including amendments, exhibits, and schedules) on Form N-2 filed with the SEC. The SEC maintains a website (http://www.sec.gov) that contains the Fund’s
Registration Statement, other documents incorporated by reference, and other information the Fund has filed electronically with the SEC, including proxy statements and reports filed under the Exchange Act.

INCORPORATION BY REFERENCE

The documents listed below, and any reports and other documents
subsequently filed with the SEC pursuant to Section 30(b)(2) of the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering will be incorporated by reference into this Prospectus and deemed
to be part of this Prospectus from the date of the filing of such reports and documents:

●

The Fund’s SAI, dated [ ], 2026;

●

The Fund’s semi-annual report on Form N-CSR for the period ended February 28, 2026; and

●

The Fund’s annual report on Form N-CSR for the fiscal year ended August 31, 2025.

●

The description of the Common Shares contained in the Fund’s Registration
Statement on Form 8-A (File No. 001-14941) filed with the SEC on April 16, 1999, including any amendment or report filed
for the purpose of updating such description prior to the termination of the offering registered hereby.

The information incorporated by reference is considered to be part of
this Prospectus, and later information that the Fund files with the SEC will automatically update and supersede this information. Incorporated materials not delivered with the Prospectus may be obtained, without charge, by calling (800) 257-8787, by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606, or from the Fund’s website (http://www.nuveen.com).

All
dealers that effect transactions in Common Shares, whether or not participating in this offering,
may be required to deliver a Prospectus.

[ ]-NAN-[ ]

The information in this Statement of Additional
Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 22,
2026

NUVEEN NEW YORK QUALITY
MUNICIPAL INCOME FUND

333 West Wacker Drive

Chicago,
Illinois 60606

STATEMENT OF ADDITIONAL INFORMATION

[ ], 2026

Nuveen New York
Quality Municipal Income Fund (the “Fund”) is a diversified, closed-end management investment company registered under
the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was organized as a Massachusetts business
trust on December 1, 1998 and commenced investment operations on May 26, 1999.

This
Statement of Additional Information (the “SAI”) relating to the common shares (“Common Shares”) of the Fund
does not constitute a prospectus, but should be read in conjunction with the Fund’s prospectus relating thereto dated [ ], 2026 (the “Prospectus”) and any related prospectus supplement. This SAI does not include all information that a
prospective investor should consider before purchasing such shares. Investors should obtain and read the Prospectus and any related
prospectus supplement prior to purchasing. In addition, the Fund’s financial statements and the independent registered public
accounting firm’s report therein included in the Fund’s annual report dated August 31, 2025, are incorporated herein by reference. The Fund’s unaudited financial statements for the six
months ended February 28, 2026, included in the Fund’s 2026 semi-annual report, are also incorporated herein by reference. A copy of the Prospectus may be obtained without charge by calling
(800) 257-8787. You may also obtain a copy of the Prospectus on the U.S. Securities and Exchange Commission’s (the
“SEC”) web site (http://www.sec.gov). Capitalized terms used but not defined in this SAI have the meanings ascribed to
them in the Prospectus.

TABLE OF CONTENTS


Use of Proceeds	2
Investment Objectives and Policies	2
Investment Restrictions	2
The Fund’s Investments	5
Management of the Fund	18
Investment Adviser, Sub-Adviser and Portfolio Managers	43
Code of Ethics	49
Proxy Voting Policies	49
Portfolio Transactions and Brokerage	49
Tax Matters	51
Incorporation by Reference	55
Financial Statements	55
Custodian and Transfer Agent	56
Independent Registered Public Accounting Firm	56
Legal Matters	56
Additional Information	56
Appendix A	A-1
Appendix B	B-1

USE OF PROCEEDS

Unless otherwise specified in a prospectus
supplement, the net proceeds from any offering will be invested in accordance with the Fund’s investment objectives and
policies as stated below. The Fund currently anticipates that it will be able to invest substantially all of the net proceeds
in investments that meet the Fund’s investment objectives and policies within approximately three months of the receipt
of such proceeds. Pending investment, it is anticipated that the proceeds will be invested in short-term or long-term securities
issued by the U.S. Government and its agencies or instrumentalities or in high-quality, short-term money market instruments.

INVESTMENT OBJECTIVES AND POLICIES

Please refer to the section of the Fund’s most recent annual report on Form N-CSR entitled
“Shareholder UpdateCurrent Investment Objectives, Investment Policies and Principal Risks of the FundsInvestment Objectives” and “Investment Policies,” as such investment objectives and investment policies may
be supplemented from time to time, which is incorporated by reference herein, for a discussion of the Fund’s investment objectives and policies.

INVESTMENT
RESTRICTIONS

Except as described below, the Fund, as a fundamental policy,
may not, without the approval of the holders of a majority of the outstanding shares of common shares and Preferred Shares, voting
together, and of the holders of a majority of the outstanding Preferred Stock, voting separately:

(1) Issue senior securities, as defined
in the Investment Company Act of 1940, other than MuniPreferred shares, except to the extent permitted under the Investment Company
Act of 1940 and except as otherwise described in the prospectus;

(2) Borrow money, except from banks for
temporary or emergency purposes or for repurchase of its shares, and then only in an amount not exceeding one-third of the value
of the Fund’s total assets (including the amount borrowed) less the Fund’s liabilities (other than borrowings);

(3) Act as 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) Invest more than 25% of its total assets
in securities of issuers in any one industry; provided, however, that such limitation shall not apply to municipal bonds other
than those municipal bonds backed only by the assets and revenues of non-governmental users;

(5) Purchase or sell real estate, but this
shall not prevent the Fund from investing in municipal bonds 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 shall not prevent the Fund from purchasing
or selling options, futures contracts, derivative instruments or from investing in securities or other instruments backed by physical
commodities);

(7) Make loans, other than by entering into
repurchase agreements and through the purchase of municipal bonds or short-term investments in accordance with its investment objectives,
policies and limitations; or

(8) Invest more than 5% of its total assets
in securities of any one issuer, except that this limitation shall not apply to bonds issued by the United States Government,
its agencies and instrumentalities or to the investment of 25% of its total assets.

For the purpose of applying the limitation
set forth in subparagraph (8) above, an issuer shall be deemed the sole issuer of a security when its assets and revenues are separate
from other governmental entities and its securities are backed only by its assets and revenues. Similarly, in the case of a non-governmental
issuer, such as an industrial corporation or a privately owned or operated hospital, if the security is backed only by the assets
and revenues of the non-governmental issuer, then such non-governmental issuer would be deemed to be the sole issuer. Where a security
is also backed by the enforceable obligation of a superior or unrelated governmental or other entity (other than a bond insurer),
it shall also be included in the computation of securities owned that are issued by such governmental or other entity. 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. When a municipal security is insured by bond insurance, it shall not be considered a security that is issued or guaranteed
by the insurer; instead, the issuer of such municipal security will be determined in accordance with the principles set forth above.
The foregoing restrictions do not limit the percentage of the Fund’s assets that may be invested in municipal securities
insured by any given insurer.

The Fund is diversified for purposes of
the 1940 Act. Consequently, as to 75% of its assets, the Fund may not invest more than 5% of its total assets in the securities
of any single issuer.

Subject to certain exemptions under the
1940 Act, the Fund may invest up to 10% of its total assets in the aggregate in shares of other investment companies and up to
5% of its total assets in any one investment company, provided the investment does not represent more than 3% of the voting stock
of the acquired investment company at the time such shares are purchased. As a shareholder in any investment company, the Fund
will bear its ratable share of that investment company’s expenses, and will remain subject to payment of the Fund’s
management, advisory and administrative fees with respect to assets so invested. Holders of common shares of the Fund would therefore
be subject to duplicative expenses to the extent the Fund invests in other investment companies. In addition, the securities of
other investment companies may be leveraged and therefore will be subject to the same leverage risks described herein.

In addition to the foregoing fundamental
investment policies, the Fund is also subject to the following non-fundamental restrictions and policies, which may be changed
by the Board. The Fund may not:

(1) Sell securities short, unless the Fund
owns or has the right to obtain securities equivalent in kind and amount to the securities sold at no added cost, and provided
that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed
to constitute selling securities short.

(2) Invest more than 10% of its Managed
Assets in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in municipal securities
of the types of in which the Fund may invest directly.

(3) Enter into futures contracts or related
options or forward contracts, if more than 30% of the Fund’s net assets would be represented by futures contracts or more
than 5% of the Fund’s net assets would be committed to initial margin deposits and premiums on futures contracts and related
options.

(4) Purchase securities when borrowings
exceed 5% of its total assets if and so long as preferred shares are outstanding.

(5) Purchase securities of companies for
the purpose of exercising control, except that the Fund may invest up to 5% of its net assets in tax-exempt or taxable fixed-income
securities or equity securities for the purpose of acquiring control of an issuer whose municipal bonds (a) the Fund already owns
and (b) have deteriorated or are expected shortly to deteriorate significantly in credit quality, provided the Sub-Advisor
determines that such investment should enable the Fund to better maximize the value of its existing investment in such issuer.

The restrictions and other limitations set
forth above will apply only at the time of purchase of securities and will not be considered violated unless an excess or deficiency
occurs or exists immediately after and as a result of an acquisition of securities.

The Fund may be subject to certain restrictions
imposed by either guidelines of one or more NRSRSOs that may issue ratings for preferred shares, if issued, commercial paper or
notes, or, if the Fund borrows from a lender, by the lender. These guidelines may impose asset coverage or portfolio composition
requirements that are more stringent than those imposed on the Fund by the 1940 Act. If these restrictions were to apply, it is
not anticipated that these covenants or guidelines would impede the Adviser from managing the Fund’s portfolio in accordance
with the Fund’s investment objectives and policies. A copy of the current Rating Agency Guidelines will be provided to any
holder of preferred shares promptly upon request therefor made by such holder to the Fund by writing the Fund at 333 West Wacker
Drive, Chicago, Illinois 60606.

THE FUND’S INVESTMENTS

Municipal Securities

General. The
Fund may invest in various municipal securities, including municipal bonds and notes, other securities issued to finance and
refinance public projects, and other related securities and derivative instruments creating exposure to municipal bonds,
notes and securities that provide for the payment of interest income that is exempt from U.S. federal, New York State and New
York City income tax. Municipal securities are often issued by state and local governmental entities to finance or refinance
public projects such as roads, schools, and water supply systems. Municipal securities may also be issued on behalf of
private entities or for private activities, such as housing, medical and educational facility construction, or for privately
owned transportation, electric utility or pollution control projects. Municipal securities may be issued on a long-term basis
to provide permanent financing. The repayment of such debt may be secured generally by a pledge of the full faith and credit
taxing power of the issuer, a limited or special tax, or any other revenue source, including project revenues, which may
include tolls, fees and other user charges, lease payments and mortgage payments. Municipal securities may also be issued to
finance projects on a short-term interim basis, anticipating repayment with the proceeds of the later issuance of long-term
debt. The Fund may purchase municipal securities in the form of bonds, notes, leases or certificates of participation;
structured as callable or non-callable; with payment forms including fixed coupon, variable rate or zero coupon, including
capital appreciation bonds, tender option bonds, residual interest bonds, floating rate securities, and inverse floating rate
securities; or may be acquired through investments in pooled vehicles, partnerships or other investment companies. Inverse
floating rate securities are securities that pay interest at rates that vary inversely with changes in prevailing short-term
tax-exempt interest rates and represent a leveraged investment in an underlying municipal security, which could have the
economic effect of leverage. The Fund may invest in municipal securities that are additionally secured by insurance,
bank credit agreements or escrow accounts. In executing the Funds’ investment strategies, portfolio management teams
may consider in their discretion certain environmental, social, governance, climate, sustainability and other related factors
to the extent any of these factors are deemed financially relevant from an investment perspective. Whether and the degree to
which any of these factors are considered largely depends on the particular portfolio management team, strategy, asset
classes, securities, and other factors, which could vary.

The municipal
securities in which the Fund invests are generally issued by the State of New York, a municipality of New York or a
political subdivision of either, and pay interest that, in the opinion of bond counsel to the issuer (or on the basis of other
authority believed by Nuveen Asset Management to be reliable), is exempt from regular federal and New York income taxes,
although the interest may be subject to the federal alternative minimum tax. The Fund may invest in municipal securities issued by
U.S. territories (such as Puerto Rico or Guam) that are exempt from regular federal, New York State and New York City income taxes.

The Fund may invest in municipal securities that pay interest that is taxable under the federal alternative minimum
tax applicable to noncorporate taxpayers (“AMT Bonds”). AMT Bonds may trigger adverse tax consequences for Fund
shareholders who are subject to the federal alternative minimum tax.

The Fund may invest
in distressed securities but may not invest in the securities of an issuer which, at the time of investment, is in default on its obligations
to pay principal or interest thereon when due or that is involved in a bankruptcy proceeding (i.e., rated below C-, at the time of investment);
provided, however, that Nuveen Asset Management may determine that it is in the best interest of shareholders in pursuing a workout arrangement
with issuers of defaulted securities to make loans to the defaulted issuer or another party, or purchase a debt, equity or other interest
from the defaulted issuer or another party, or take other related or similar steps involving the investment of additional monies, but
only if that issuer’s securities are already held by the Fund.

Securities of below-investment-grade quality (Ba/BB or below) are commonly referred to as
“junk bonds.” Municipal securities rated below-investment-grade quality are obligations of issuers that are considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal according to
the terms of the obligation and, therefore, carry greater investment risk, including the possibility of issuer default and bankruptcy and increased market price volatility. Municipal securities rated below-investment-grade tend to be less marketable
than higher-quality securities because the market for them is less broad. The market for unrated municipal securities is even narrower. During periods of thin trading in these markets, the spread between bid and asked prices is likely to increase
significantly and the Fund may have greater difficulty selling its holdings of these types of portfolio securities. The Fund will be more dependent on the research and analysis of Nuveen Fund Advisors and/or Nuveen Asset Management when investing in
these securities.

Municipal securities rated Baa or BBB are considered “investment grade” securities. Issuers of municipal
securities rated BBB or Baa are regarded as having average creditworthiness relative to other U.S. municipal issuers; however, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the issuer to meet
its financial commitments.

The credit ratings assigned by rating agencies from time to time represent their opinions as to the quality of
the municipal securities they rate. However, it should be emphasized that ratings are general and are not absolute standards of quality. Consequently, municipal securities with the same maturity, coupon and rating may have different yields while
obligations of the same maturity and coupon with different ratings may have the same yield. A general description of the ratings of municipal securities by S&P Global Ratings, Moody’s Investors Service, Inc. and Fitch Ratings, Inc. is set
forth in Appendix A to the SAI.

Municipal securities are either general obligation or revenue bonds and typically are issued to finance
public projects (such as roads or public buildings), to pay general operating expenses or to refinance outstanding debt. General obligation bonds are backed by the full faith and credit, or taxing authority, of the issuer and may be repaid from any
revenue source; revenue bonds may be repaid only from the revenues of a specific facility or source. The Fund also may purchase municipal securities that represent lease obligations, municipal notes,
pre-refunded municipal
bonds, private activity bonds, floating rate securities and other related securities and may purchase derivative instruments that
create exposure to municipal bonds, notes and securities. The yields on municipal securities depend on a variety of factors, including
prevailing interest rates and the condition of the general money market and the municipal bond market, the size of a particular
offering, the maturity of the obligation and the rating of the issue. A municipal security’s market value generally will
depend upon its form, maturity, call features, and interest rate, as well as the credit quality of the issuer, all such factors
examined in the context of the municipal securities market and interest rate levels and trends. The market value of municipal
securities will vary with changes in interest rate levels and as a result of changing evaluations of the ability of their issuers
to meet interest and principal payments.

Municipal Leases
and Certificates of Participation. The Fund also may purchase municipal securities that represent lease obligations and certificates
of participation in such leases. These carry special risks because the issuer of the securities may not be obligated to appropriate
money annually to make payments under the lease. A municipal lease is an obligation in the form of a lease or installment purchase
that is issued by a state or local government to acquire equipment and facilities. Income from such obligations generally is exempt
from state and local taxes in the state of issuance. Leases and installment purchase or conditional sale contracts (which normally
provide for title to the leased asset to pass eventually to the governmental issuer) have evolved as a means for governmental
issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of debt.
The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases or contracts of “non-appropriation”
clauses that relieve the governmental issuer of any obligation to make future payments under the lease or contract unless money
is appropriated for such purpose by the appropriate legislative body on a yearly or other periodic basis. In addition, such leases
or contracts may be subject to the temporary abatement of payments in the event the issuer is prevented from maintaining occupancy
of the leased premises or utilizing the leased equipment or facilities. Although the obligations may be secured by the leased
equipment or facilities, the disposition of the property in the event of non-appropriation or foreclosure might prove difficult,
time consuming and costly, and result in a delay in recovering, or the failure to recover fully, the Fund’s original investment.
To the extent that the Fund invests in unrated municipal leases or participates in such leases, the credit quality rating and
risk of cancellation of such unrated leases will be monitored on an ongoing basis. In order to reduce this risk, the Fund purchases
municipal securities representing lease obligations only where Nuveen Fund Advisors and/or Nuveen Asset Management believes the
issuer has a strong incentive to continue making appropriations until maturity.

A certificate
of participation represents an undivided interest in an unmanaged pool of municipal leases, an installment purchase agreement
or other instruments. The certificates typically are issued by a municipal agency, a trust or other entity that has received an
assignment of the payments to be made by the state or political subdivision under such leases or installment purchase agreements.
Such certificates provide the Fund with the right to a pro rata undivided interest in the underlying municipal securities. In
addition, such participations generally provide the Fund with the right to demand payment, on not more than seven days’ notice,
of all or any part of the Fund’s participation interest in the underlying municipal securities, plus accrued interest.

Municipal
Notes. Municipal securities in the form of notes generally are used to provide for short-term capital
needs, in anticipation of an issuer’s receipt of other revenues or financing, and typically have maturities of up to three
years. Such instruments may include tax anticipation notes, revenue anticipation notes, bond anticipation notes, tax and revenue
anticipation notes and construction loan notes. Tax anticipation notes are issued to finance the working capital needs of governments.
Generally, they are issued in anticipation of various tax revenues, such as income, sales, property, use and business taxes, and
are payable from these specific future taxes. Revenue anticipation notes are issued in expectation of receipt of other kinds of
revenue, such as federal revenues available under federal revenue sharing programs. Bond anticipation notes are issued to provide
interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed
for repayment of the bond anticipation notes. Tax and revenue anticipation notes combine the funding sources of both tax anticipation
notes and revenue anticipation notes. Construction loan notes are sold to provide construction financing. Mortgage notes insured
by the Federal Housing Administration secure these notes; however, the proceeds from the insurance may be less than the economic
equivalent of the payment of principal and interest on the mortgage note if there has been a default. The anticipated revenues
from taxes, grants or bond financing generally secure the obligations of an issuer of municipal notes. However, an investment
in such instruments presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient
to satisfy the issuer’s payment obligations under the notes or that refinancing will be otherwise unavailable.

Pre-Refunded Municipal Securities. The principal of, and interest on, pre-refunded municipal securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is typically an escrow fund consisting of U.S. Government securities.
The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding
technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to
improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which
principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer.

Private Activity Bonds. Private activity bonds are issued by or on behalf of public
authorities to obtain funds to provide privately operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water
supply, gas or electricity. Other types of private activity bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities,
although the current federal tax laws place substantial limitations on the size of such issues.

Tender Option
Bonds. A tender option bond is a municipal security (generally held pursuant to a custodial arrangement) having a relatively
long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term, tax-exempt rates. The bond
is typically issued with the agreement of a third party, such as a bank, broker-dealer or other financial institution, which grants
the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value
thereof. As consideration for providing the option, the financial institution receives periodic fees equal to the difference between
the bond’s fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of
such period, that would cause the securities, coupled with the tender option, to trade at par on the date of such determination.
Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing
short-term, tax-exempt rate. However, an institution will not be obligated to accept tendered bonds in the event of certain defaults
or a significant downgrade in the credit rating assigned to the issuer of the bond. The Fund intends to invest in tender option
bonds the interest on which will, in the opinion of bond counsel, counsel for the issuer of interests therein or counsel selected
by Nuveen Asset Management, be exempt from regular federal income tax. However, because there can be no assurance that the IRS
will agree with such counsel’s opinion in any particular case, there is a risk that the Fund will not be considered the
owner of such tender option bonds and thus will not be entitled to treat such interest as exempt from such tax. Additionally,
the federal income tax treatment of certain other aspects of these investments, including the proper tax treatment of tender option
bonds and the associated fees in relation to various RIC tax provisions, is unclear.
The Fund intends to manage its portfolio in a manner designed to eliminate or minimize any adverse impact from the tax rules applicable
to these investments.

Special Taxing
Districts. Special taxing districts are organized to plan and finance infrastructure developments to induce residential, commercial and industrial growth and redevelopment. The bond financing methods such as tax increment finance, tax
assessment, special services district and Mello-Roos bonds, generally are payable solely from taxes or other revenues attributable to the specific projects financed by the bonds without recourse to the credit or taxing power of related or
overlapping municipalities. They often are exposed to real estate development-related risks and can have more taxpayer concentration risk than general tax-supported bonds, such as general obligation bonds.
Further, the fees, special taxes, or tax allocations and other revenues that are established to secure such financings generally are limited as to the rate or amount that may be levied or assessed and are not subject to increase pursuant to rate
covenants or municipal or corporate guarantees. The bonds could default if development failed to progress as anticipated or if larger taxpayers failed to pay the assessments, fees and taxes as provided in the financing plans of the districts.

Tobacco Settlement
Bonds. Included in the general category of municipal securities described in the Prospectus are “tobacco settlement
bonds.” The Fund may invest in tobacco settlement bonds, which are municipal securities that are backed solely by expected
revenues to be derived from lawsuits involving tobacco related deaths and illnesses which were settled between certain states
and American tobacco companies. Tobacco settlement bonds are secured by an issuing state’s proportionate share in the Master
Settlement Agreement (“MSA”). The MSA is an agreement, reached out of court in November 1998 between 46 states and
nearly all of the U.S. tobacco manufacturers. The MSA provides for annual payments in perpetuity by the manufacturers to the states
in exchange for releasing all claims against the manufacturers and a pledge of no further litigation. Tobacco manufacturers pay
into a master escrow trust based on their market share, and each state receives a fixed percentage of the payment as set forth
in the MSA. A number of states have securitized the future flow of those payments by selling bonds pursuant to indentures or through
distinct governmental entities created for such purpose. The principal and interest payments on the bonds are backed by the future
revenue flow related to the MSA. Annual payments on the bonds, and thus risk to the Fund, are highly dependent on the receipt
of future settlement payments to the state or its governmental entity.

The actual amount of future settlement payments is further dependent
on many factors, including, but not limited to, annual domestic cigarette shipments, reduced cigarette consumption, increased
taxes on cigarettes, inflation, financial capability of tobacco companies, continuing litigation and the possibility of tobacco
manufacturer bankruptcy. The initial and annual payments made by the tobacco companies will be adjusted based on a number of factors,
the most important of which is domestic cigarette consumption. If the volume of cigarettes shipped in the U.S. by manufacturers
participating in the settlement decreases significantly, payments due from them will also decrease. Demand for cigarettes in the
U.S. could continue to decline due to price increases needed to recoup the cost of payments by tobacco companies. Demand could
also be affected by: anti-smoking campaigns, tax increases, reduced advertising, enforcement of laws prohibiting sales to minors;
elimination of certain sales venues such as vending machines; and the spread of local ordinances restricting smoking in public
places. As a result, payments made by tobacco manufacturers could be negatively impacted if the decrease in tobacco consumption
is significantly greater than the forecasted decline. A market share loss by the MSA companies to non-MSA participating tobacco
manufacturers would cause a downward adjustment in the payment amounts. A participating manufacturer filing for bankruptcy also
could cause delays or reductions in bond payments. The MSA itself has been subject to legal challenges and has, to date, withstood
those challenges.

Illiquid Securities

The
Fund may invest in municipal securities and other instruments that, at the time of investment,
are illiquid (i.e., securities that are not readily marketable). For this purpose,
illiquid securities may include, but are not limited to, restricted securities (securities
the disposition of which is restricted under the federal securities laws), securities that
may only be resold pursuant to Rule 144A under the Securities Act, that are deemed to be
illiquid, and certain repurchase agreements. Inverse floating rate securities or the residual
interest certificates of tender option bond trusts are not considered illiquid securities.
The Board or its delegate has the ultimate authority to determine which securities are liquid
or illiquid. The Board has delegated to Nuveen Asset Management the day-to-day determination
of the illiquidity of any security held by the Fund, although it has retained oversight and
ultimate responsibility for such determinations. Currently, no definitive liquidity criteria
are used. The Board has directed Nuveen Asset Management, when making liquidity determinations,
to consider 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; the amount of time normally
needed to dispose of the security; and 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 relevant factors. The assets used to cover
OTC derivatives held by the Fund will be considered illiquid until the OTC derivatives are
sold to qualified dealers who agree that the Fund may repurchase them at a maximum price
to be calculated by a formula set forth in an agreement. The “cover” for an OTC
derivative subject to this procedure would be considered illiquid only to the extent that
the maximum repurchase price under the formula exceeds the intrinsic value of the derivative.

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. Where registration is required, the 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, the Fund might obtain a less favorable price than
that which prevailed when it decided to sell. Illiquid securities will be priced at a fair value as determined in good faith by the Board or its delegatee. If, through the appreciation of illiquid securities or the depreciation of liquid securities,
the Fund should be in a position where more than 50% of the value of its Managed Assets is invested in illiquid securities, including restricted securities that are not readily marketable, the Fund will take such steps as are deemed advisable by
Nuveen Asset Management, if any, to protect liquidity.

Inverse Floating Rate Securities and Floating Rate Securities

Inverse Floating Rate Securities. Inverse floating rate securities (sometimes referred to as “inverse floaters”) are
securities whose interest rates bear an inverse relationship to the interest rate on another security or the value of an index. Generally, inverse floating rate securities represent beneficial interests in a special purpose trust formed by a third
party sponsor for the purpose of holding municipal bonds. The special purpose trust typically sells two classes of beneficial interests or securities: floating rate securities (sometimes referred to as short-term floaters or tender option bonds) and
inverse floating rate securities (sometimes referred to as inverse floaters or residual interest securities). Both classes of beneficial interests are represented by certificates. The short-term floating rate securities have first priority on the
cash flow from the municipal bonds held by the special purpose trust. Typically, a third party, such as a bank, broker-dealer or other financial institution, grants the floating rate security holders the option, at periodic intervals, to tender
their securities to the institution and receive the face value thereof. As consideration for providing the option, the financial institution receives periodic fees. The holder of the short-term floater effectively holds a demand obligation that
bears interest at the prevailing short-term, tax-exempt rate. However, the institution granting the tender option will not be obligated to accept tendered short-term floaters in the event of certain defaults or a significant downgrade in the credit
rating assigned to the bond issuer. For its inverse floating rate investment, the Fund receives the residual cash flow from the special purpose trust. Because the holder of the short-term floater is generally assured liquidity at the face value of
the security, the Fund as the holder of the inverse floater assumes the interest rate cash flow risk and the market value risk associated with the municipal security deposited into the special purpose trust. The volatility of the interest cash flow
and the residual market value will vary with the degree to which the trust is leveraged. This is expressed in the ratio of the total face value of the short-term floaters in relation to the value of the residual inverse floaters that are issued by
the special purpose trust. The Fund expects to make limited investments in inverse floaters, with leverage ratios that may vary at inception between one and three times. In addition, all voting rights and decisions to be made with respect to any
other rights relating to the municipal bonds held in the special purpose trust are passed through to the Fund, as the holder of the residual inverse floating rate securities. Because increases in the interest rate on the short-term floaters reduce
the residual interest paid on inverse floaters, and because fluctuations in the value of the municipal bond deposited in the special purpose trust affect the value of the inverse floater only, and not the value of the short-term floater issued by
the trust, inverse floaters’ value is generally more volatile than that of fixed rate bonds. The market price of inverse floating rate securities is generally more volatile than the underlying securities due to the leveraging effect of this
ownership structure. These securities generally will underperform the market of fixed rate bonds in a rising interest rate environment (i.e., when bond values are falling), but tend to outperform the market of fixed rate bonds when interest
rates decline or remain relatively stable. Although volatile, inverse floaters typically offer the potential exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity. Inverse floaters
have varying degrees of liquidity based upon, among other things, the liquidity of the underlying securities deposited in a special purpose trust.

The Fund may invest in inverse floating rate securities, issued by special purpose trusts that have recourse to the Fund. In Nuveen Fund
Advisors’ and Nuveen Asset Management’s discretion, the Fund may enter into a separate shortfall and forbearance agreement with the third party sponsor of a special purpose trust. The Fund may enter into such recourse agreements (i) when
the liquidity provider to the special purpose trust requires such an agreement because the level of leverage in the trust exceeds the level that the liquidity provider is willing to support absent such an agreement; and/or (ii) to seek to prevent
the liquidity provider from collapsing the trust in the event that the municipal obligation held in the trust has declined in value. Such an agreement would require the Fund to reimburse the third party sponsor of such inverse floater, upon
termination of the trust issuing the inverse floater, the difference between the liquidation value of the bonds held in the trust and the principal amount due to the holders of floating rate interests. Such agreements may expose the Fund to a risk
of loss that exceeds its investment in the inverse floating rate securities. The Fund will segregate or earmark liquid assets with its custodian in accordance with the 1940 Act to cover its obligations with respect to its investments in special
purpose trusts. Absent a shortfall and forbearance agreement, the Fund would not be required to make such a reimbursement. If the Fund chooses not to enter into such an agreement, the special purpose trust could be liquidated and the Fund could
incur a loss.

The Fund may invest in both inverse floating rate securities and floating rate securities (as
discussed below) issued by the same special purpose trust.

Investments in inverse floating rate securities have the economic effect of
leverage. The use of leverage creates special risks for Common Shareholders. See the Fund’s most recent annual report on Form N-CSR under “Principal Risks Of The FundsPortfolio Level RisksInverse Floating Rate Securities Risk.”

Floating Rate Securities. The Fund may also invest in floating rate securities, as described above, issued by special purpose
trusts. Floating rate securities may take the form of short-term floating rate securities or the option period may be substantially longer. Generally, the interest rate earned will be based upon the market rates for municipal securities with
maturities or remarketing provisions that are comparable in duration to the periodic interval of the tender option, which may vary from weekly, to monthly, to extended periods of one year or multiple years. Since the option feature has a shorter
term than the final maturity or first call date of the underlying bond deposited in the trust, the Fund as the holder of the floating rate security relies upon the terms of the agreement with the financial institution furnishing the option as well
as the credit strength of that institution. As further assurance of liquidity, the terms of the trust provide for a liquidation of the municipal security deposited in the trust and the application of the proceeds to pay off the floating rate
security. The trusts that are organized to issue both short-term floating rate securities and inverse floaters generally include liquidation triggers to protect the investor in the floating rate security.

Short-Term Investments

For
temporary defensive purposes or to keep cash on hand fully invested, the Fund may invest up to 100% of its Managed Assets in cash equivalents
and short-term taxable fixed-income securities. Short-term taxable fixed income investments are defined to include, without limitation,
the following:

(1) U.S. Government securities, including
bills, notes and bonds differing as to maturity and rates of interest that 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. Consequently, the value of such securities may fluctuate.

(2) Certificates of deposit issued against funds deposited in a bank or a savings and loan association. Such certificates are for a definite
period of time, earn a specified rate of return, and are normally negotiable. The issuer of a certificate of deposit agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current
Federal Deposit Insurance Company regulations, the maximum insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by the Fund may not be fully insured.

(3) Repurchase agreements, which involve purchases of debt securities. At the time the Fund purchases securities pursuant to a repurchase
agreement, it simultaneously agrees to resell and redeliver such securities to the seller, who also simultaneously agrees to buy back the securities at a fixed price and time. This assures a
predetermined yield for the 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 the Fund to invest temporarily available cash. The 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 the 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 Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, 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. Nuveen Fund Advisors, monitors the value of the collateral at the time the action is
entered into and at all times during the term of the repurchase agreement. Nuveen Fund Advisors does 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 the Fund. If
the seller were to be subject to a federal bankruptcy proceeding, the ability of the Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.

(4) Commercial paper, which consists of 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 the Fund and a corporation. There is no secondary market for such notes. However, they are redeemable by the Fund at any time. Nuveen Fund
Advisors will consider the financial condition of the corporation (e.g., earning power, cash flow, and other liquidity measures) and will continuously monitor the corporation’s ability to meet all of its financial obligations, because the
Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. Investments in commercial paper will be limited to commercial paper rated in the highest categories by a major rating agency and which
mature within one year of the date of purchase or carry a variable or floating rate of interest.

Short-Term Tax-Exempt Municipal Securities

Short-term tax-exempt municipal securities are securities that are exempt from regular federal income tax and mature within three years or
less from the date of issuance. Short-term tax-exempt municipal income securities are defined to include, without limitation, the following:

Bond Anticipation Notes (“BANs”) are usually general obligations of state and local governmental issuers which are sold to obtain
interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds. The ability of an issuer to meet its obligations on its BANs is primarily dependent on the issuer’s access to the long-term
municipal bond market and the likelihood that the proceeds of such bond sales will be used to pay the principal and interest on the BANs.

Tax Anticipation Notes (“TANs”) are issued by state and local governments to finance the current operations of such governments.
Repayment is generally to be derived from specific future tax revenues. TANs are usually general obligations of the issuer. A weakness in an issuer’s capacity to raise taxes due to, among other things, a decline in its tax base or a rise in
delinquencies, could adversely affect the issuer’s ability to meet its obligations on outstanding TANs.

Revenue Anticipation Notes
(“RANs”) are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer. A decline in
the receipt of projected revenues, such as anticipated revenues from another level of government, could adversely affect an issuer’s ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues would, when
received, be used to meet other obligations could affect the ability of the issuer to pay the principal and interest on RANs.

Construction Loan Notes are issued to provide construction financing for specific projects. Frequently, these notes are redeemed with funds
obtained from the Federal Housing Administration.

Bank Notes are notes issued by local government bodies and agencies, such as those described
above to commercial banks as evidence of borrowings. The purposes for which the notes are issued are varied but they are frequently issued to meet short-term working capital or capital-project needs. These notes may have risks similar to the risks
associated with TANs and RANs.

Tax-Exempt Commercial Paper (“Municipal Paper”) represents very short-term unsecured, negotiable
promissory notes issued by states, municipalities and their agencies. Payment of principal and interest on issues of municipal paper may be made from various sources, to the extent the funds are available therefrom. Maturities of municipal paper
generally will be shorter than the maturities of TANs, BANs or RANs. There is a limited secondary market for issues of Municipal Paper.

Certain municipal securities may carry variable or floating rates of interest whereby the rate of interest is not fixed but varies with
changes in specified market rates or indices, such as a bank prime rate or a tax-exempt money market index.

While the various types of
notes described above as a group represent the major portion of the short-term tax-exempt note market, other types of notes are available in the marketplace and the Fund may invest in such other types of notes to the extent permitted under its
investment objectives, policies and limitations. Such notes may be issued for different purposes and may be secured differently from those mentioned above.

Auction Rate Securities

Municipal
securities also include auction rate municipal securities and auction rate preferred securities
issued by closed-end investment companies that invest primarily in municipal securities (collectively,
“auction rate securities”). In recent market environments, auctions have failed,
which adversely affects the liquidity and price of auction rate securities, and are unlikely
to resume. Provided that the auction mechanism is successful, auction rate securities usually
permit the holder to sell the securities in an auction at par value at specified intervals.
The dividend is reset by “Dutch” auction in which bids are made by broker-dealers
and other institutions for a certain amount of securities at a specified minimum yield. The
dividend rate set by the auction is the lowest interest or dividend rate that covers all
securities offered for sale. While this process is designed to permit auction rate securities
to be traded at par value, there is a risk that an auction will fail due to insufficient
demand for the securities. Moreover, between auctions, there may be no secondary market for
these securities, and sales conducted on a secondary market may not be on terms favorable
to the seller. Auction rate securities may be called by the issuer. Thus, with respect to
liquidity and price stability, auction rate securities may differ substantially from cash
equivalents, notwithstanding the frequency of auctions and the credit quality of the security.
The Fund’s investments in auction rate securities of closed-end funds are subject to
the limitations prescribed by the 1940 Act. The Fund indirectly bears its proportionate share
of any management and other fees paid by such closed-end funds in addition to the advisory
fees payable directly by the Fund.

When-Issued and Delayed-Delivery Transactions

The Fund may buy and sell municipal securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date,
normally within 15 to 45 days of the trade date. On such transactions, the payment obligation and the interest rate are fixed at the time the buyer enters into the commitment. Income generated by any such assets which provide taxable income for
federal income tax purposes is includable in the taxable income of the Fund and, to the extent distributed, will be taxable to shareholders. The Fund may enter into contracts to purchase municipal securities on a forward basis (i.e., where
settlement will occur more than 60 days from the date of the transaction) only to the extent that the Fund specifically collateralizes such obligations with a security that is expected to be called or mature within 60 days before or after the
settlement date of the forward transaction. The commitment to purchase securities on a when-issued, delayed delivery or forward basis may involve an element of risk because no interest accrues on the bonds prior to settlement and, at the time of
delivery, the market value may be less than cost.

Derivatives and Hedging Strategies

The Fund may
periodically engage in hedging transactions, and otherwise use various types of derivative instruments, described below, to reduce
risk, to effectively gain particular market exposures, to seek to enhance returns, and to reduce transaction costs, among other
reasons.

“Hedging” is a term used for various methods of seeking to preserve portfolio capital value by offsetting price changes in one
investment through making another investment whose price should tend to move in the opposite direction.

A “derivative” is a
financial contract whose value is based on (or “derived” from) a traditional security (such as a stock or a bond), an asset (such as a commodity like gold), or a market index (such as the S&P National Bond Fund Index). Some forms of
derivatives may trade on exchanges, while non-standardized derivatives, which tend to be more specialized and complex, trade in
“over-the-counter” (“OTC”) or a one-on-one basis. It may be desirable
and possible in various market environments to partially hedge the portfolio against fluctuations in market value due to market interest rate or credit quality fluctuations, or instead to gain a desired investment exposure, by entering into various
types of derivative transactions, including financial futures and index futures as well as related put and call options on such instruments, structured notes, or interest rate swaps on taxable or tax-exempt
securities or indexes (which may be “forward-starting”), credit default swaps, and options on interest rate swaps, among others.

These transactions present
certain risks. In particular, the imperfect correlation between price movements in the futures contract and price movements in the securities
being hedged creates the possibility that losses on the hedge by the Fund may be greater than gains in the value of the securities in
the Fund’s portfolio. In addition, futures and options markets may not be liquid in all circumstances. As a result, in volatile
markets, the Fund may not be able to close out the transaction without incurring losses substantially greater than the initial deposit.
Finally, the potential deposit requirements in futures contracts create an ongoing greater potential financial risk than do options transactions,
where the exposure is limited to the cost of the initial premium. Losses due to hedging transactions will reduce yield. Net gains, if
any, from hedging and other portfolio transactions will be distributed as taxable distributions to shareholders.

Swap Transactions. The Fund may enter into total
return, interest rate and credit default swap agreements and interest rate caps, floors and collars. The Fund may also enter into options on the foregoing types of swap agreements (“swap options”).

The Fund may enter into swap transactions for any purpose consistent with its investment objectives 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, as a duration management technique, to reduce risk arising from the
ownership of a particular instrument, or to gain exposure to certain sectors or markets in the most economical way possible.

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”
(i.e., the change in the value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, 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.

Some, but not all, swaps may be cleared, in which case a central clearing counterparty stands between each buyer and seller and effectively
guarantees performance of each contract, to the extent of its available resources for such purpose. Uncleared swaps have no such protection; each party bears the risk that its direct counterparty will default.

Interest Rate Swaps, Caps, Collars and Floors. Interest rate swaps are bilateral contracts in which each party agrees to make
periodic payments to the other party based on different referenced interest rates (e.g., a fixed rate and a floating rate) applied to a specified notional amount. The purchase of an interest rate floor entitles the purchaser, to the extent that a
specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the extent
that a specified index rises above a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. Interest rate collars involve selling a cap and purchasing a floor or
vice versa to protect the Fund against interest rate movements exceeding given minimum or maximum levels.

The use of interest rate
transactions, such as interest rate swaps and caps, is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. Depending on the state of interest
rates in general, the Fund’s use of interest rate swaps or caps could enhance or harm the overall performance of the Common Shares. To the extent there is a decline in interest rates, the value of the interest rate swap or cap could decline,
and could result in a decline in the net asset value (“NAV”) of Common Shares. In addition, if the counterparty to an interest rate swap defaults, the Fund would not be able to use the anticipated net receipts under the swap to offset the
interest payments on borrowings or the dividend payments on any outstanding preferred shares. Depending on whether the Fund would be entitled to receive net payments from the counterparty on the swap, which in turn would depend on the general state
of short-term interest rates at that point in time, such a default could negatively impact the performance of Common Shares. In addition, at the time an interest rate swap transaction reaches its scheduled termination date, there is a risk that the
Fund would not be able to obtain a replacement transaction or that the terms of the replacement would not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the performance of Common Shares. The Fund
could be required to prepay the principal amount of any borrowings. Such redemption or prepayment would likely result in the Fund seeking to terminate early all or a portion of any swap transaction. Early termination of a swap could result in a
termination payment by or to the Fund.

Municipal
Market Data Rate Locks. The Fund may purchase and sell municipal market data rate
locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a specified
municipal interest rate for a portion of its portfolio to preserve a return on a particular
investment or a portion of its portfolio as a duration management technique or to protect
against any increase in the price of securities to be purchased at a later date. By using
an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund
to select what the manager believes is an attractive part of the yield curve. The Fund ordinarily
uses these transactions as a hedge or for duration or risk management although it is permitted
to enter into them to enhance income or gain or to increase the Fund’s yield, for example,
during periods of steep interest rate yield curves (i.e., wide differences between short
term and long term interest rates). An MMD Rate Lock is a contract between the Fund and an
MMD Rate Lock provider pursuant to which the parties agree to make payments to each other
on a notional amount, contingent upon whether the Municipal Market Data AAA General Obligation
Scale is above or below a specified level on the expiration date of the contract. For example,
if the Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale
is below the specified level on the expiration date, the counterparty to the contract will
make a payment to the Fund equal to the specified level minus the actual level, multiplied
by the notional amount of the contract. If the Municipal Market Data AAA General Obligation
Scale is above the specified level on the expiration date, the Fund makes a payment to the
counterparty equal to the actual level minus the specified level, multiplied by the notional
amount of the contract. In connection with investments in MMD Rate Locks, there is a risk
that municipal yields will move in the opposite direction than anticipated by the Fund, which
would cause the Fund to make payments to its counterparty in the transaction that could adversely
affect the Fund’s performance.

Total Return Swaps. In a total return
swap, one party agrees to pay the other the “total return” of a defined underlying asset during a specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying
assets. A total return swap may be applied to any underlying asset but is most commonly used with equity indices, single stocks, bonds and defined baskets of loans and mortgages. The Fund might enter into a total return swap involving an underlying
index or basket of securities to create exposure to a potentially widely-diversified range of securities in a single trade. An index total return swap can be used by the Adviser and/or the Sub-Adviser to
assume risk, without the complications of buying the component securities from what may not always be the most liquid of markets.

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. The Fund may enter into credit default swap agreements either as a buyer or a seller. The Fund may buy protection to attempt to mitigate the risk of default or credit quality deterioration in an individual
security or 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. The 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, the Fund would 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. However, if a credit event occurs 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 the 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. However, if a credit event occurs, 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.”

Swap Options. A swap option is a contract that gives a counterparty the right (but not the obligation), in return for payment of
a premium, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement at some designated future time on specified terms. A cash-settled option on a swap gives the purchaser the right, in return
for the premium paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date. The Fund may write (sell) and purchase put and call swap options. Depending on the terms of the particular option agreement, the
Fund generally would incur a greater degree of risk when it writes a swap option than when it purchases a swap option. When the Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the
option expire unexercised. However, when the Fund writes a swap option, upon exercise of the option the Fund would become obligated according to the terms of the underlying agreement.

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 Nuveen Fund Advisors and/or Nuveen Asset Management
is incorrect in its forecasts of default risks, market spreads or other applicable factors or events, the investment performance of
the 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, 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. The Fund generally may close
out a swap, cap, floor, collar or other two-party contract only with its particular counterparty, and generally may transfer a position
only with the consent of that counterparty. In addition, the price at which the 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, the 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 changes in government regulation, could
adversely affect the Fund’s ability to terminate existing swap or other agreements or to realize amounts to be received under such
agreements.

Futures and Options
on Futures Generally. 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 (same exchange, underlying financial instrument, and delivery month). 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 the 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, the Fund is required to deposit with the futures broker, known as a futures commission merchant (“FCM”), an amount
of cash or securities equal to a varying 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
in the margin account generally is not income producing. However, coupon-bearing securities, such as Treasury securities, held in margin
accounts generally will earn income. 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 the Fund as unrealized gains or losses. At any time prior
to expiration of the futures contract, the 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 the 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.

A futures option gives the purchaser of such option 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 at any time during the period of the option. Upon exercise of a call option, the purchaser acquires a long position in the futures contract and the writer is assigned
the opposite short position. Upon the exercise of a put option, the opposite is true.

The requirements for qualification as a RIC under the Code may also limit the extent to which the Fund may invest in futures, options
on futures and swaps. See “Tax Matters.”

Limitations
on the Use of Futures, Futures Options and Swaps. The Adviser has claimed, with respect to the Fund, the exclusion from the
definition of “commodity pool operator” under the Commodity Exchange Act, as amended (“CEA”), provided
by Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and is therefore not currently subject to registration
or regulation as such under the CEA with respect to the Fund. In addition, the Sub-Adviser has claimed the exemption from registration
as a commodity trading advisor provided by CFTC Regulation 4.14(a)(8) and is therefore not currently subject to registration or
regulation as such under the CEA with respect to the Fund. In February 2012, the CFTC announced substantial amendments to certain
exemptions, and to the conditions for reliance on those exemptions, from registration as a commodity pool operator. Under amendments
to the exemption provided under CFTC Regulation 4.5, if the Fund uses futures, options on futures, or swaps other than for bona
fide hedging purposes (as defined by the CFTC), the aggregate initial margin and premiums on these positions (after taking into
account unrealized profits and unrealized losses on any such positions and excluding the amount by which options that are “in-the-money”
at the time of purchase are “in-the-money”) may not exceed 5% of the Fund’s NAV, or alternatively, the aggregate
net notional value of those positions may not exceed 100% of the Fund’s NAV (after taking into account unrealized profits
and unrealized losses on any such positions). The CFTC amendments to Regulation 4.5 took effect on December 31, 2012, and the
Fund intends to comply with amended Regulation 4.5’s requirements such that the Adviser will not be required to register
as a commodity pool operator with the CFTC with respect to the Fund. The Fund reserves the right to employ futures, options on
futures and swaps to the extent allowed by CFTC regulations in effect from time to time and in accordance with the Fund’s
policies. However, the requirements for qualification as a RIC under Subchapter M of the Code, may limit the extent to which the Fund may employ futures,
options on futures or swaps.

Nuveen Fund Advisors and Nuveen Asset Management may use derivative instruments to seek to enhance return, to hedge some of the risk of the
Fund’s investments in municipal securities or as a substitute for a position in the underlying asset. These types of strategies may generate taxable income.

There is no assurance that these derivative strategies will be available at any time or that Nuveen Fund Advisors and Nuveen Asset Management
will determine to use them for the Fund or, if used, that the strategies will be successful.

Repurchase Agreements

The Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell that security at a higher price)
with respect to its permitted investments. The Fund’s repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest
earned on the agreement, and will be marked-to-market daily. The agreed-upon repurchase price determines the yield during the Fund’s holding period.

Repurchase
agreements are considered to be loans collateralized by the underlying security that is the subject of the repurchase contract. The Fund
only enters into repurchase agreements with registered securities dealers or domestic banks that, in Nuveen Asset Management’s opinion,
present minimal credit risk. The risk to the Fund is limited to the ability of the issuer to pay the agreed-upon repurchase price on
the delivery date; however, although the value of the underlying collateral at the time the transaction is entered into always equals
or exceeds the agreed-upon repurchase price, if the value of the collateral declines there is a risk of loss of both principal and interest.
In the event of default, the collateral may be sold but the Fund might incur a loss if the value of the collateral declines, and might
incur disposition costs or experience delays in connection with liquidating the collateral. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the security, realization upon the collateral by the Fund may be delayed or limited. Nuveen Asset
Management will monitor the value of the collateral at the time the transaction is entered into and at all times subsequent during the
term of the repurchase agreement in an effort to determine that such value always equals or exceeds the agreed-upon repurchase price.
In the event the value of the collateral declines below the repurchase price, Nuveen Asset Management will demand additional collateral
from the issuer to increase the value of the collateral to at least that of the repurchase price, including interest.

Structured Notes

The
Fund may utilize structured notes and similar instruments for investment purposes and also
for hedging purposes. Structured notes are privately negotiated debt obligations where the
principal and/or interest is determined by reference to the performance of a benchmark asset,
market or interest rate (an “embedded index”), such as selected securities, an
index of securities or specified interest rates, or the differential performance of two assets
or markets. The terms of such structured instruments normally provide that their principal
and/or interest payments are to be adjusted upwards or downwards (but not ordinarily below
zero) to reflect changes in the embedded index while the structured instruments are outstanding.
As a result, the interest and/or principal payments that may be made on a structured product
may vary widely, depending upon a variety of factors, including the volatility of the embedded
index and the effect of changes in the embedded index on principal and/or interest payments.
The rate of return on structured notes may be determined by applying a multiplier to the
performance or differential performance of the referenced index or indices or other assets.
Application of a multiplier involves leverage that will serve to magnify the potential for
gain and the risk of loss. These types of investments may generate taxable income.

Other Investment Companies

The Fund may invest in
securities of other open-or closed-end investment companies (including exchange-traded funds) that invest primarily in municipal
securities of the types in which the Fund may invest directly to the extent permitted by the 1940 Act, the rules and regulations issued thereunder and applicable exemptive orders issued by the SEC. In addition, the Fund may invest a portion of its Managed Assets in
pooled investment vehicles (other than investment companies) that invest primarily in municipal securities of the types in which the
Fund may invest directly. The Fund generally expects that it may invest in other investment companies and/or other pooled investment
vehicles either during periods when it has large amounts of uninvested cash or during periods when there is a shortage of
attractive, high yielding municipal securities available in the market. The Fund may invest in investment companies that are advised
by the Adviser and/or the Sub-Adviser or their affiliates to the extent permitted by applicable law. As a shareholder in an
investment company, the Fund bears its ratable share of that investment company’s expenses and would remain subject to payment
of its own management fees with respect to assets so invested. Common Shareholders would therefore be subject to duplicative
expenses to the extent the Fund invests in other investment companies.

Nuveen
Fund Advisors and/or Nuveen Asset Management will take expenses into account when evaluating the investment
merits of an investment in an investment company relative to available municipal security investments.
In addition, the securities of other investment companies may also be leveraged and will therefore
be subject to the same leverage risks described herein. The NAV and market value of leveraged shares
will be more volatile, and the yield to Common Shareholders will tend to fluctuate more than the yield
generated by unleveraged shares.

Zero Coupon Bonds

The Fund may invest
in zero coupon bonds. A zero coupon bond is a bond that typically does not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation. The market prices of zero coupon bonds are affected to a
greater extent by changes in prevailing levels of interest rates and therefore tend to be more volatile in price than securities that pay interest periodically. In addition, because the Fund accrues income with respect to these securities prior to
the receipt of such interest, it may have to dispose of portfolio securities under disadvantageous circumstances in order to obtain cash needed to pay income dividends in amounts necessary to avoid unfavorable tax consequences.

MANAGEMENT
OF THE FUND

Trustees and Officers

The management of the Fund, including general
supervision of the duties performed for the Fund under the Investment Management Agreement (as defined under “Investment
Adviser, Sub-Adviser and Portfolio Managers—Investment Management Agreement and Related Fees”), is the responsibility of
the Board. The number of Trustees of the Fund is twelve, all of whom are not interested persons (referred to herein as
“Independent Trustees”). None of the Independent Trustees has ever been a director, trustee or employee of, or
consultant to, Nuveen LLC (“Nuveen”), Nuveen Fund Advisors, Nuveen Asset Management, or their affiliates. The Board is
divided into three classes, Class I, Class II and Class III, the Class I Trustees serving until the 2028 annual meeting, the Class
II Trustees serving until the 2026 annual meeting and the Class III Trustees serving until the 2027 annual meeting, in each case
until their respective successors are elected and qualified, as described below. Currently, Michael A. Forrester, Thomas J. Kenny,
Margaret L. Wolff and Robert L. Young are slated in Class I, Joseph A. Boateng, Amy B. R. Lancellotta, John K. Nelson and Terence J.
Toth are slated in Class II, and Joanne T. Medero, Albin F. Moschner, Loren M. Starr and Matthew Thornton III are slated in Class
III. Albin F. Moschner and Margaret L. Wolff were elected by holders of preferred shares and are serving until the next annual
meeting, in each case until their respective successors are elected and qualified. Except for those Trustees elected by the holders
of preferred shares, as each Trustee’s term expires, common and preferred shareholders will be asked to elect Trustees and
such Trustees shall be elected for a term expiring at the time of the third succeeding annual meeting subsequent to their election
or thereafter in each case when their respective successors are duly elected and qualified. These provisions could delay for up to
two years the replacement of a majority of the Board. See “Certain Provisions in the Declaration of Trust and By-Laws”
in the prospectus.

The officers of the Fund serve annual terms
through August of each year and are elected on an annual basis. The names, business addresses and years of birth of the Trustees and
officers of the Fund, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees
and other trusteeships they hold are set forth below. Except as noted in the table below, the Trustees of the Fund are directors or trustees,
as the case may be, of 211 Nuveen-sponsored registered investment companies (the “Nuveen Funds”), which includes 146 open-end
mutual funds, 40 closed-end funds and 25 Nuveen-sponsored exchange-traded funds.

Name, Business Address and Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served in the Fund Complex	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During Past Five Years
Independent Trustees:
Thomas J. Kenny 333 West Wacker Drive Chicago, IL 60606 1963	Trustee	Term—Class I Length of Service—Since 2011	Advisory Director (2010–2011), Partner (2004–2010), Managing Director (1999–2004) and Co-Head of Global Cash and Fixed Income Portfolio Management Team (2002–2010), Goldman Sachs Asset Management (asset management).	211	Chairman of the Board (since 2025) of Apeel Sciences; Director (since 2015) and Chair of the Finance and Investment Committee (since 2018), Aflac Incorporated; formerly, Director (2021-2022), ParentSquare; formerly, Director (2021-2022) and Finance Committee Chair (2016-2022), Sansum Clinic; formerly, Advisory Board Member (2017-2019), B’Box; formerly, Member (2011-2020), the University of California at Santa Barbara Arts and Lectures Advisory Council; formerly, Investment Committee Member (2012-2020), Cottage Health System; formerly, Board Member (2009-2019) and President of the Board (2014-2018), Crane Country Day School; Trustee (2011-2023) and Chairman (2017-2023), the College Retirement Equities Fund; Manager (2011-2023) and Chairman (2017-2023), TIAA Separate Account VA-1

Table of Contents

Name, Business Address and Year of Birth		Position(s) Held with the Trust		Term of Office and Length of Time Served in the Fund Complex		Principal Occupation(s) During Past Five Years		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past Five Years
Robert L. Young 333 West Wacker Drive Chicago, IL 60606 1963		Chair of the Board and Trustee		Term—Class I Length of Service—Since 2017, Chair since January 1, 2025		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).		211		None

Table of Contents

Name, Business Address and Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served in the Fund Complex	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During Past Five Years
Joseph A. Boateng 333 West Wacker Drive Chicago, IL 60606 1963	Trustee	Term—Class II Length of Service —Since 2019	Chief Investment Officer, Casey Family Programs (since 2007); formerly, Director of U.S. Pension Plans, Johnson & Johnson (2002-2006).	211	Board Member, Lumina Foundation (since 2018) and Waterside School (since 2021); Board Member (2012-2019) and Emeritus Board Member (since 2020), Year-Up Puget Sound; Former Investment Advisory Committee Member and Chair (2007-2024), Seattle City Employees’ Retirement System; Investment Committee Member (since 2012), The Seattle Foundation; Trustee (2018-2023), the College Retirement Equities Fund; Manager (2019-2023), TIAA Separate Account VA-1.

Michael A. Forrester 333 West Wacker Drive Chicago, IL 60606 1967	Trustee	Term—Class I Length of Service —Since 2007	Formerly, Chief Executive Officer (2014–2021) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC.’	211	Director, Aflac Incorporated (since 2025); Trustee, Dexter Southfield School (since 2019); Member (since 2020), Governing Council of the Independent Directors Council (IDC); Trustee, the College Retirement Equities Fund and Manager, TIAA Separate Account VA-1 (2007-2023).

Amy B.R. Lancellotta 333 West Wacker Drive Chicago, IL 60606 1959	Trustee	Term—Class II Length of Service—Since 2021	Formerly, Managing Director, 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).	211	Formerly, President (2023-2025) and Member (2020-2025) of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA).

Table of Contents

Name,
Business Address

and
Year of Birth

Position(s)

Held
with the

Trust

Term
of Office
and Length of
Time Served
in
the Fund
Complex

Principal
Occupation(s)
During Past Five
Years

Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Directorships
Held by
Trustee
During Past
Five Years

Joanne
T. Medero

333
West Wacker Drive
Chicago IL 60606

1954

Trustee

Term—Class
III Length of Service—Since 2021

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 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).

211

Member
(since 2019) 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.).

Table of Contents

Name,
Business Address

and
Year of Birth

Position(s)

Held
with the

Trust

Term
of Office
and Length of
Time Served
in
the Fund
Complex

Principal
Occupation(s)
During Past Five
Years

Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Directorships
Held by
Trustee
During Past
Five Years

Albin
F. Moschner

333
West Wacker Drive

Chicago,
IL 60606

1952

Trustee

Term—Class
III Length of Service—Since 2016

Founder
and Chief Executive Officer, Northcroft Partners, LLC, (management consulting), (since 2012);
previously, held positions at Leap Wireless International, Inc., (consumer wireless service)
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. (telecommunications services) (2000-2003); formerly, President, One Point Services at
One Point Communications (telecommunications 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).

211

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).

Table of Contents

Name,
Business Address

and
Year of Birth

Position(s)

Held
with the

Trust

Term
of Office
and Length of
Time Served
in
the Fund
Complex

Principal
Occupation(s)
During Past Five
Years

Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Directorships
Held by
Trustee
During Past
Five Years

John
K. Nelson

333
West Wacker Drive

Chicago,
IL 60606

1962

Trustee

Term—Class
II Length of Service—Since 2016

Formerly,
Senior External Advisor to the Financial Services practice of Deloitte Consulting LLP (consulting
and accounting) (2012-2014); Chief Executive Officer of ABN AMRO Bank N.V., North America
(insurance), 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.

211

Formerly,
Member of Board of Directors (2008-2023) of Core12 LLC (private firm which develops branding,
marketing and communications strategies for clients); formerly, Member of the President’s
Council (2010-2019) of Fordham University; formerly, Director (2009-2018) of the Curran Center
for Catholic American Studies; formerly, Trustee and Chairman of The Board of Trustees of
Marian University (2011-2013).

Loren
M. Starr

333
West Wacker Drive

Chicago,
IL 60606

1961

Trustee

Term—Class
III Length of Service—Since 2022

Independent
Consultant/Advisor (since 2021), Vice Chair, Senior Managing Director (2020–2021), Chief Financial Officer, Senior Managing
Director (2005–2020), Invesco Ltd (asset management).

211

Director
(since 2023) and Chair of the Board (since 2025), formerly, Chair of the Audit Committee
(2024-2025), AMG; formerly, Chair and Member of the Board of Directors (2014-2021), Georgia
Leadership Institute for School Improvement (GLISI); formerly, Chair and Member of the Board
of Trustees (2014-2018), Georgia Council on Economic Education (GCEE); Trustee, the College
Retirement Equities Fund and Manager, TIAA Separate Account VA-1 (2022-2023).

Table of Contents

Name,
Business Address

and
Year of Birth

Position(s)

Held
with the

Trust

Term
of Office
and Length of
Time Served
in
the Fund
Complex

Principal
Occupation(s)
During Past Five
Years

Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Directorships
Held by
Trustee
During Past
Five Years

Matthew
Thornton III

333
West Wacker Drive

Chicago,
IL 60606

1958

Trustee

Term—Class
III Length of Service —Since 2020

Formerly,
Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”)
(provider of transportation, ecommerce and business services through its portfolio of companies); formerly, Senior Vice President,
U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx.

211

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); Member of the Executive Leadership Council (ELC) (since 2014).

Name,
Business Address

and
Year of Birth

Position(s)

Held
with the

Trust

Term
of Office
and Length of
Time Served
in
the Fund
Complex

Principal
Occupation(s)
During Past Five
Years

Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Directorships
Held by
Trustee
During Past
Five Years

Terence
J. Toth

333
West Wacker Drive

Chicago,
IL 60606

1959

Trustee

Term—Class
II Length of Service—Since 2008

Formerly,
Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); formerly, Director of Quality Control Corporation (manufacturing)
(2012-2021); 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).

211

Formerly,
Chair and Member of the Board of Directors (2021-2024), Kehrein Center for the Arts (philanthropy); Member of the Board of Directors
(since 2008), Catalyst Schools of Chicago (philanthropy); Member of the Board of Directors (since 2012), formerly, Investment Committee
Chair (2017-2022), Mather Foundation (philanthropy); formerly, Member (2005-2016), Chicago Fellowship Board (philanthropy); 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).

Table of Contents

Name,
Business Address

and
Year of Birth

Position(s)

Held
with the

Trust

Term
of Office
and Length of
Time Served
in
the Fund
Complex

Principal
Occupation(s)
During Past Five
Years

Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Directorships
Held by
Trustee
During Past
Five Years

Margaret
L. Wolff

333
West Wacker Drive

Chicago,
IL 60606

1955

Trustee

Term—Class
I Length of Service—Since 2016

Formerly,
Of Counsel (2005-2014), Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services).

211

Member
of the Board of Trustees (since 2005), New York-Presbyterian Hospital; Member of the Board of Trustees (since 2004) formerly, Chair
(2015-2022), 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; 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.).

Table of Contents

Name, Business Address and Year of Birth	Position(s) Held with the Fund	Term of Office and Length of Time Served with Funds in the Fund Complex	Principal Occupation(s) During Past Five Years
Officers of the Fund:
David J. Lamb 333 West Wacker Drive Chicago, IL 60606 1963	Chief Administrative Officer (Principal Executive Officer)	Term—Indefinite Length of Service—Since 2015	Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Securities, LLC and Nuveen; has previously held various positions with Nuveen.

Brett E. Black 333 West Wacker Drive Chicago, IL 60606 1972	Vice President and Chief Compliance Officer	Term—Indefinite Length of Service—Since 2022	Managing Director, Chief Compliance Officer of Nuveen; formerly, Vice President (2014-2022), Chief Compliance Officer and Anti-Money Laundering Compliance Officer (2017-2022) of BMO Funds, Inc.

Mark J. Czarniecki 901 Marquette Avenue Minneapolis, MN 55402 1979	Vice President and Assistant Secretary	Term—Indefinite Length of Service—Since 2013	Managing Director and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Managing Director and Associate General Counsel of Nuveen; Managing Director Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC; has previously held various positions with Nuveen; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director, Assistant General Counsel and Assistant Secretary, Brooklyn Artificial Intelligence Inc. and Brooklyn Investment Group, LLC.

Marc Cardella 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1984	Vice President and Controller (Principal Financial Officer)	Term—Indefinite Length of Service—Since 2024	Senior Managing Director, Head of Public Investment Finance of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC, Managing Director of Teachers Insurance and Annuity Association of America and TIAA SMA Strategies LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer of TIAA Separate Account VA-1 and the College Retirement Equities Fund; Senior Managing Director, Brooklyn Artificial Intelligence, Inc. and Brooklyn Investment Group, LLC.

Joseph T. Castro 333 West Wacker Drive Chicago, IL 60606 1964	Vice President	Term—Indefinite Length of Service—Since 2025	Executive Vice President, Chief Risk and Compliance Officer, formerly, Senior Managing Director and Head of Compliance, Nuveen; Executive Vice President and Chief Risk and Compliance Officer, formerly, Senior Managing Director, Nuveen Securities, LLC and Nuveen, LLC; formerly, Senior Managing Director, Nuveen Fund Advisors, LLC.

Jeremy D. Franklin 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1983	Vice President and Assistant Secretary	Term—Indefinite Length of Service—Since 2024	Managing Director and Assistant Secretary, Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel, Teachers Insurance and Annuity Association of America; Vice President and Assistant Secretary, TIAA-CREF Funds and TIAA-CREF Life Funds; Vice President, Associate General Counsel, and Assistant Secretary, TIAA Separate Account VA-1 and College Retirement Equities Fund; has previously held various positions with TIAA.

Table of Contents

Name, Business Address and Year of Birth	Position(s) Held with the Fund	Term of Office and Length of Time Served with Funds in the Fund Complex	Principal Occupation(s) During Past Five Years
Diana R. Gonzalez 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1978	Vice President and Assistant Secretary	Term—Indefinite Length of Service—Since 2017	Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Assistant Secretary of Nuveen Securities, LLC; Vice President and Associate General Counsel of Nuveen.

Nathaniel T. Jones 333 West Wacker Drive Chicago, IL 60606 1979	Vice President	Term—Indefinite Length of Service—Since 2016	Senior Managing Director, Head of Public Product of Nuveen; President, formerly, Senior Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen, Chartered Financial Analyst.

Brian H. Lawrence 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1982	Vice President and Assistant Secretary	Term—Indefinite Length of Service—Since 2023	Vice President and Associate General Counsel of Nuveen; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; formerly Corporate Counsel of Franklin Templeton (2018-2022).

Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 1961	Vice President	Term—Indefinite Length of Service—Since 2002	Managing Director of Nuveen Securities, LLC.

Brian J. Lockhart 333 West Wacker Drive Chicago, IL 60606 1974	Vice President	Term—Indefinite Length of Service—Since 2019	Senior Managing Director and Head of Investment Oversight of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst and Certified Financial Risk Manager.

Table of Contents

Name, Business Address and Year of Birth	Position(s) Held with the Fund	Term of Office and Length of Time Served with Funds in the Fund Complex	Principal Occupation(s) During Past Five Years
John M. McCann 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1975	Vice President and Assistant Secretary	Term—Indefinite Length of Service—Since 2022	Senior Managing Director, Division General Counsel of Nuveen; Senior Managing Director, General Counsel and Secretary of Nuveen Fund Advisors, LLC; Senior Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and Assistant Secretary of TIAA SMA Strategies LLC; Managing Director, Associate General Counsel and Assistant Secretary of College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds, Teachers Insurance and Annuity Association of America, and Nuveen Alternative Advisors LLC Senior Managing Director, Associate General Counsel and Assistant Secretary (since 2025), Brooklyn Artificial Intelligence, Inc. and Brooklyn Investment Group, LLC and Nuveen Alternative Advisors LLC; has previously held various positions with Nuveen/TIAA.

Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 1966	Vice President and Assistant Secretary	Term—Indefinite Length of Service—Since 2007	Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc.; Executive Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Executive Vice President and Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC and Nuveen Alternative Investments, LLC; Executive Vice President, Associate General Counsel and Assistant Secretary of TIAA-CREF Funds and TIAA-CREF Life Funds; has previously held various positions with Nuveen/TIAA; Vice President and Secretary of Winslow Capital Management, LLC; Executive Vice President, Brooklyn Artificial Intelligence, Inc. and Brooklyn Investment Group, LLC; formerly, Vice President (2007-2021) and Secretary (2016-2021) of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC.

R. Tanner Page 333 West Wacker Drive Chicago, IL 60606 1985	Vice President and Treasurer	Term—Indefinite Length of Service—Since 2025	Managing Director, formerly, Vice President of Nuveen; has previously held various positions with Nuveen.

Table of Contents

Name, Business Address and Year of Birth	Position(s) Held with the Fund	Term of Office and Length of Time Served with Funds in the Fund Complex	Principal Occupation(s) During Past Five Years
William A. Siffermann 333 West Wacker Drive Chicago, IL 60606 1975	Vice President	Term—Indefinite Length of Service—Since 2017	Senior Managing Director of Nuveen.

Mark L. Winget 333 West Wacker Drive Chicago, IL 60606 1968	Vice President and Secretary	Term—Indefinite Length of Service—Since 2008	Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC and Nuveen Asset Management, LLC; Vice President and Associate General Counsel of Nuveen; Vice President, Associate General Counsel and Assistant Secretary, Brooklyn Artificial Intelligence, Inc. and Brooklyn Investment Group, LLC.

Rachael Zufall 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1973	Vice President and Assistant Secretary	Term—Indefinite Length of Service—Since 2022	Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of the College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director, Associate General Counsel and Assistant Secretary of Teacher Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director of Nuveen, LLC and of TIAA.

Table of Contents

Board
Leadership Structure and Risk Oversight

The
Board oversees the operations and management of the Fund, including the duties performed for the Fund by Nuveen Fund Advisors.
The Board has adopted a unitary board structure. A unitary board consists of one group of trustees who serves on the board of
every fund in the 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 Fund’s 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 Trustees, 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 Nuveen Fund Advisors 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. Young to serve as an independent Chair of the Board. Pursuant to the Fund’s By-Laws,
the Chair 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 the By-Laws. Specific responsibilities of the Chair include (i) coordinating with
fund management in the preparation of the agenda for each meeting of the Board; (ii) presiding at all meetings of the Board and
of the shareholders; and (iii) serving as a liaison with other trustees, the Trust’s officers and other fund management
personnel, and counsel to the independent trustees.

Although the Board has direct responsibility
over various matters (such as advisory contracts and underwriting contracts), 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, compliance and investment risk to certain committees (as summarized below). 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 the Fund’s operations. The Board has established seven standing committees: the Executive Committee, the Dividend Committee,
the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Investment Committee, the Nominating
and Governance Committee and the Closed-End Funds Committee. The Board may also from time to time create ad hoc committees to
focus on particular issues as the need arises. The membership and functions of the standing committees are summarized below. For
more information on the Board, please visit www.nuveen.com/fundgovernance.

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. Young, Chair, Mr. Kenny, Mr. Nelson and Ms. Wolff. During the fiscal year ended August 31, 2025, the Executive
Committee met three times.

The Dividend
Committee is authorized to declare distributions (with subsequent ratification by the Board) on each Nuveen Fund’s shares, including,
but not limited to, regular and special dividends, capital gains and ordinary income distributions. The Dividend Committee operates under
a written charter adopted and approved by the Board. The members of the Dividend Committee are Mr. Thornton, Chair, Mr. Kenny, Ms. Lancellotta,
Mr. Nelson, Mr. Forrester and Mr. Starr. During the fiscal year ended August 31, 2025, the Dividend Committee met eight times.

The Board has an Audit Committee, in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “1934 Act”) that is composed of Independent
Trustees who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds
of the NYSE. The Audit Committee assists the Board in: the oversight and monitoring of the accounting and financial 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;
and the Valuation Policy of the Nuveen Funds and the internal valuation group of the Adviser, as valuation designee for the Nuveen
Funds. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only
to Board approval 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. The
Audit Committee is also primarily responsible for the oversight of the Valuation Policy and actions taken by the Adviser, as valuation
designee of the Funds, though its internal valuation group which provides regular reports to the Audit 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 regularly meets with Fund management to discuss the Nuveen Funds’ annual and semi-annual reports and has regular meetings
with the external auditors for the Nuveen Funds and the Adviser’s internal audit group. In assessing financial risk disclosure,
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 Audit Committee operates under a written Audit Committee Charter (the “Charter”) adopted and approved by
the Board, which Charter conforms to the listing standards of the NYSE. Members of the Audit Committee are 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 Mr. Nelson, Chair, Mr. Boateng, Ms. Lancellotta, Mr. Starr,
Mr. Toth, Mr. Thornton, and Ms. Wolff, each of whom is an Independent Trustee of the Nuveen Funds. Mr. Boateng, Mr. Nelson, Mr. Starr
and Mr. Young have each been designated as an “audit committee financial expert” as defined by the rules of the SEC. A copy
of the Charter is available at https://www.nuveen.com/fund-governance. During the fiscal year ended August 31, 2025, the Audit Committee
met thirteen 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 under or within 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 general risks related to
investments which are not reviewed by other committees, such as liquidity and derivatives usage; risks related to product structure elements,
such as leverage; techniques that may be used to address the foregoing risks, such as hedging and swaps and Fund operational risk and
risks related to the overall operation of the TIAA/Nuveen enterprise and, in each case, the controls designed to address or mitigate
such risks. In assessing issues brought to the Compliance Committee’s attention or in reviewing a particular policy, procedure,
investment technique or strategy, the Compliance Committee evaluates the risks to the 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. The Compliance Committee receives written and oral reports from the Fund’s 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. Certain matters not addressed at the committee level are addressed by another committee or
directly by the full Board. The Compliance Committee operates under a written charter adopted and approved by the Board. The members
of the Compliance Committee are Ms. Medero, Chair, Mr. Forrester, Mr. Kenny, Mr. Moschner, Mr. Starr and Mr. Young. During the fiscal
year ended August 31, 2025, the Compliance 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. The Nominating and Governance 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 Nominating and Governance 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; establishes and monitors a process by which security holders are able to communicate in writing with Trustees;
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, 333 West Wacker Drive,
Chicago, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new
Trustees and each nominee is evaluated using the same standards. However, the Nominating and Governance Committee reserves the right
to interview any and all candidates and to make the final selection of any new 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 with sub-advisers and service providers) and, if qualifying as an Independent Trustee candidate,
independence from the Adviser, sub-advisers, Nuveen Asset Management, underwriters 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 Fund management
and yet maintain a collegial and collaborative manner toward other Trustees. The Nominating and Governance Committee operates under a
written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at https://www.nuveen.com/fund-governance,
and is composed entirely of Independent Trustees, who are also “independent” as defined by NYSE listing standards. Accordingly,
the members of the Nominating and Governance Committee are Mr. Young, Chair, Mr. Boateng, Mr. Forrester, Mr. Kenny, Ms. Lancellotta,
Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Starr, Mr. Thornton, Mr. Toth and Ms. Wolff. During the fiscal year ended August 31, 2025,
the Nominating and Governance Committee met six times.

The Investment Committee is responsible
for the oversight of Nuveen Fund performance, investment risk management and other portfolio-related matters affecting the Nuveen
Funds which are not otherwise the jurisdiction of the other Board committees. As part of such oversight, the Investment Committee
reviews each Nuveen Fund’s investment performance and investment risks, which may include, but is not limited to, an evaluation
of Nuveen Fund performance relative to investment objectives, benchmarks and peer group; a review of risks related to portfolio
investments, such as exposures to particular issuers, market sectors, or types of securities, as well as consideration of other
factors that could impact or are related to Nuveen Fund performance; and an assessment of Nuveen Fund objectives, policies and
practices as such may relate to Nuveen Fund performance. In assessing issues brought to the committee’s attention or in
reviewing an investment policy, technique or strategy, the Investment Committee evaluates the risks to the Nuveen Funds in adopting
or recommending a particular approach or resolution compared to the anticipated benefits to the Nuveen Funds and their shareholders.

In fulfilling
its obligations, the Investment Committee receives quarterly reports from the investment oversight and the investment risk groups at
Nuveen. Such groups also report to the full Board on a quarterly basis and the full Board participates in further discussions with fund
management at its quarterly meetings regarding matters relating to Nuveen Fund performance and investment risks, including with respect
to the various drivers of performance and Nuveen Fund use of leverage and hedging. Accordingly, the Board directly and/or in conjunction
with the Investment Committee oversees the investment performance and investment risk management of the Nuveen Funds. The Investment
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 Investment Committee are Mr. Boateng, Chair, Ms. Lancellotta, Mr. Forrester,
Mr. Kenny, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Starr, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young. During the fiscal year ended
August 31, 2025, the Investment Committee met three times.

The Closed-End
Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen funds that are registered as closed-end
management investment companies (“Closed-End Funds”). The Closed-End Funds Committee may review and evaluate matters related
to the formation and the initial presentation to the Board of any new Closed-End Fund and may review and evaluate any matters relating
to any existing Closed-End Fund. The Closed-End Funds Committee receives updates on the secondary closed-end fund market and evaluates
the premiums and discounts of the Nuveen closed-end funds, including the Fund, at each quarterly meeting. The Closed-End Funds Committee
reviews, among other things, the premium and discount trends in the broader closed-end fund market, by asset category and by closed-end
fund; the historical total return performance data for the Nuveen closed-end funds, including the Fund, based on net asset value and
price over various periods; the volatility trends in the market; the use of leverage by the Nuveen closed-end funds, including the Fund;
the distribution data of the Nuveen closed-end funds, including the Fund, and as compared to peer averages; and a summary of common share
issuances, if any, and share repurchases, if any, during the applicable quarter by the Nuveen closed-end funds, including the Fund. The
Closed-End Funds Committee regularly engages in more in-depth discussions of premiums and discounts of the Nuveen closed-end funds. Additionally,
the Closed-End Funds Committee members participate in in-depth workshops to explore, among other things, actions to address discounts
of the Nuveen closed-end funds, potential share repurchases and available leverage strategies and their use. The Closed-End Funds Committee
operates under a written charter adopted and approved by the Board. The members of the Closed-End Funds Committee are Mr. Moschner, Chair,
Mr. Kenny, Mr. Nelson, Mr. Thornton, Ms. Wolff and Mr. Young. During the fiscal year ended August 31, 2025, the Closed-End
Funds Committee met four times.

Board Diversification and Trustee Qualifications

Listed below for each current Trustee
are the experiences, qualifications, attributes and skills that led to the conclusion, as of the date of this document, that each
current Trustee should serve as a trustee of the Fund.

Joseph A. Boateng.
Since 2007, Mr. Boateng has served as the Chief Investment Officer for Casey Family Programs. He was previously Director of U.S. Pension
Plans for Johnson & Johnson (2002-2006) and was a member, including Chair of the Seattle City Employees’ Retirement System Investment
Advisory Committee (2007-2024). Mr. Boateng is a board member of the Lumina Foundation Waterside School, and the Freedom Fund, a philanthropic
organization. He is an emeritus board member of Year Up Puget Sound and a member of The Seattle Foundation’s Investment Committee. Mr.
Boateng previously served on the Board of Trustees for the College Retirement Equities Fund (2018-2023) and on the Management Committee
for TIAA Separate Account VA-1 (2019-2023). Mr. Boateng received a B.S. from the University of Ghana and an M.B.A. from the University
of California, Los Angeles.

Michael A. Forrester. From
2007 to 2021, Mr. Forrester held various positions with Copper Rock Capital Partners, LLC (“Copper Rock”), including Chief
Executive Officer (2014-2021), Chief Operating Officer (“COO”) (2007-2014) and Board Member (2007-2021). Mr. Forrester is
currently a member of the Independent Directors Council Governing Council of the Investment Company Institute. He also serves as a Director
of Aflac Incorporated and is on the Board of Trustees of the Dexter Southfield School. Mr. Forrester previously served on the Board of
Trustees for the College Retirement Equities Fund and on the Management Committee for TIAA Separate Account VA-1 (2007-2023). Mr. Forrester
has a B.A. from Washington and Lee University.

Thomas J. Kenny. Mr.
Kenny served as an Advisory Director (2010-2011), Partner (2004-2010), Managing Director (1999-2004) and Co-Head (2002-2010) of
Goldman Sachs Asset Management’s Global Cash and Fixed Income Portfolio Management team, having worked at Goldman Sachs
since 1999. Mr. Kenny is a Director and the Chair of the Finance and Investment Committee of Aflac Incorporated, Chairman of the Board of Apeel Sciences and a Director
of ParentSquare. He is a Former Director and Finance Committee Chair for the Sansum Clinic; former Advisory Board Member, B’Box;
former Member of the University of California at Santa Barbara Arts and Lectures Advisory Council; former Investment Committee
Member at Cottage Health System; and former President of the Board of Crane Country Day School. Mr. Kenny previously served on
the Board of Trustees (2011-2023) and as Chairman (2017-2023) for the College Retirement Equities Fund and on the Management Committee
(2011-2023) and as Chairman (2017- 2023) for TIAA Separate Account VA-1. He received a B.A. from the University of California,
Santa Barbara, and an M.S. from Golden Gate University. He is also a Chartered Financial Analyst.

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, she served as President
from 2023 to 2025 and was a member from 2020 to 2025 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. Ms. Lancellotta joined the Board in
2021.

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 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 (the “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). Ms. Medero also chaired the Corporations, Antitrust
and Securities Practice Group of The Federalist Society for Law and Public Policy (from 2010 to 2022 and 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 George Washington University
Law School in 1978. Ms. Medero joined the Board in 2021.

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 formerly Chairman (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. Mr. Moschner joined the Board in 2016.

John K. Nelson. Mr.
Nelson formerly served on the Board of Directors of Core12, LLC from 2008 to 2023, a private firm which 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, holding a BA in Economics and an MBA in Finance. Mr. Nelson joined the Board in 2013.

Loren M. Starr. Mr.
Starr was Vice Chair, Senior Managing Director from 2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005
to 2020, for Invesco Ltd. Mr. Starr is also a Director and Chair of the Board for AMG. He is former Chair and member
of the Board of Directors, Georgia Leadership Institute for School Improvement (GLISI); former Chair and member of the Board of
Trustees, Georgia Council on Economic Education (GCEE). Mr. Starr previously served on the Board of Trustees for the College Retirement
Equities Fund and on the Management Committee for TIAA Separate Account VA-1 (2022-2023). Mr. Starr received a B.A. and a B.S.
from Columbia College, an M.B.A. from Columbia Business School, and an M.S. from Carnegie Mellon University.

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. 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. Mr. Thornton joined the Board in
2020.

Terence J. Toth. Mr.
Toth was a Co-Founding Partner of Promus Capital (2008-2017). From 2012 to 2021, he was a Director of Quality Control Corporation,
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 formerly served as Chair
of the Board of the Kehrein Center for the Arts (2021-2024) and is on the Board of Catalyst Schools of Chicago since 2008. He
is on the Mather Foundation Board since 2012 and was Chair of its Investment Committee from 2017 to 2022 and previously served
as a Director of LogicMark LLC (2012-2016) and of Fulcrum IT Service LLC (2010-2019). 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. Mr. Toth joined the Board in 2008.

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. 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 formerly served as Chair from 2015 to 2022. 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.). 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. Ms. Wolff joined the Board in 2016.

Robert L. Young. Mr.
Young, the Nuveen Funds’ Independent Chair, 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. Mr. Young joined the Board in 2017.

Share Ownership

The following table sets forth the dollar
range of equity securities beneficially owned by each Trustee as of December 31, 2025:


Independent Trustees	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustees in Family of Investment Companies
Joseph A. Boateng	None	Over $100,000

Michael A. Forrester	None	Over $100,000

Thomas J. Kenny	None	Over $100,000

Amy B. R. Lancellotta	None	Over $100,000

Joanne T. Medero	None	Over $100,000

Albin F. Moschner	None	Over $100,000

John K. Nelson	None	Over $100,000

Loren M. Starr	None	Over $100,000

Matthew Thornton III	None	Over $100,000

Terence J. Toth	None	Over $100,000

Margaret L. Wolff	None	Over $100,000

Robert L. Young	None	Over $100,000

The table below presents
information on Trustees who own securities in companies (other than registered investment companies) that are advised by entities that
are under common control with the Fund’s investment adviser as of December 31, 2025:

Name of Trustee	Name of Owners/Relationships to Trustee	Companies⁽¹⁾	Title of Class	Value of Securities⁽²⁾		Percent of Class⁽³⁾
Thomas J. Kenny	Thomas Joseph Kenny 2021 Trust (Mr. Kenny is Initial Trustee and Settlor.)	Global Timber Resources LLC	None	$	29,310		0.01	%
	KSHFO, LLC⁽⁴⁾	Global Timber Resources Investor Fund, LP	None	$	456,666		6.01	%
	KSHFO, LLC⁽⁴⁾	TIAA-CREF Global Agriculture II LLC	None	$	803,608		0.05	%
	KSHFO, LLC⁽⁴⁾	Global Agriculture II AIV (US) LLC	None	$	659,993		0.17	%

⁽¹⁾	Nuveen Fund Advisors, as well as the investment advisers to these Companies, are indirectly commonly controlled by Nuveen.

⁽²⁾	These amounts reflect the current value of holdings as of December 31, 2025. As of the date of this SAI, that is the most recent information available regarding the Companies.

⁽³⁾	These percentages reflect the overall amount committed to invest in the Companies, not current ownership percentages.

⁽⁴⁾	Mr. Kenny owns 6.60% of KSHFO, LLC.

Other than
as noted in the table above, as of December 31, 2025, none of the independent Trustees or their immediate family members owned, beneficially,
or of record, any security of Nuveen Fund Advisors, Nuveen Asset Management or Nuveen Investments (or any entity controlled by or under
common control with Nuveen Fund Advisors, Nuveen Asset Management or Nuveen Investments).

[As of [_____], 2026,
the officers and Trustees as a group beneficially owned less than 1% of any class of the Fund’s outstanding securities.]

Compensation

The following table
shows, for each Independent Trustee, (1) the aggregate compensation paid by the Fund for its fiscal year ended August 31, 2025, (2) the
amount of total compensation paid by the Fund that has been deferred and (3) the total compensation paid to each Trustee by the Nuveen
Funds during the calendar year ended December 31, 2025. The Fund does not have a retirement or pension plan. The officers and Trustees
affiliated with Nuveen Investments serve without any compensation from the Fund. Certain of the Nuveen Funds have a deferred compensation
plan (the “Compensation Plan”) that permits any Trustee who is not an “interested person” of certain Nuveen Funds
to elect to defer receipt of all or a portion of his or her compensation as a Trustee. The deferred compensation of a participating Trustee
is credited to the book reserve account of a Nuveen Fund 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. At the time for commencing distributions from
a Trustee’s deferral account, the Trustee may elect to receive distributions in a lump sum or over a period of five years. The
Fund is not liable for any other Nuveen Fund’s obligations to make distributions under the Compensation Plan.

Independent Trustees

Aggregate
Compensation
from Fund⁽¹⁾

Amount of Total
Compensation
From
the Fund
That Has
Been Deferred⁽²⁾

Total Compensation
from Fund and
Fund Complex⁽³⁾

Joseph A. Boateng⁽⁴⁾

[ ]

Michael A. Forrester⁽⁴⁾

[ ]

Thomas J. Kenny⁽⁴⁾

[ ]

Amy B.R. Lancellotta

[ ]

Joanne T. Medero

[ ]

Albin F. Moschner

[ ]

John K. Nelson

[ ]

Loren M. Starr⁽⁴⁾

[ ]

Matthew Thornton III

[ ]

Terence J. Toth

[ ]

Margaret L. Wolff

[ ]

Robert L. Young

[ ]

⁽¹⁾	The compensation paid, including deferred amounts, to the Independent Trustees for the fiscal year ended August 31, 2025 for services to the Fund.

⁽²⁾

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

⁽³⁾

Based
on the compensation paid (including any amounts deferred) for the calendar year ended December 31,
2025 for services to the Nuveen open-end and closed-end funds. Because the funds in the Fund
Complex have different fiscal year ends, the amounts shown in this column are presented on
a calendar year basis.

⁽⁴⁾	Messrs. Boateng, Forrester, Kenny, and Starr were appointed to the Board, effective January 1, 2024.

Prior to January 1, 2025, Independent Trustees received a $350,000 annual retainer, plus they received (a) an annual retainer of $30,000
for membership on the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee, respectively; and (b) an annual
retainer of $20,000 for membership on the Dividend Committee, Investment Committee, Nominating and Governance Committee and Closed-End
Funds Committee, respectively. In addition to the payments described above, the Chair and/or Co-Chair of the Board received $140,000 annually;
the Chair and/or Co-Chair of the Audit Committee and the Compliance, Risk Management and Regulatory Oversight Committee received $30,000
annually; and the Chair and/or Co-Chair of the Dividend Committee, Investment Committee, Nominating and Governance Committee and the Closed-End
Funds Committee received $20,000 annually. Trustees were paid either $1,000 or $2,500 for any ad hoc meetings of the Board or its committees
depending upon the meeting’s length and immediacy. For any special assignment committees, the Chair and/or Co-Chair were paid a
quarterly fee starting at $1,250 and members were paid a quarterly fee starting at $5,000. The annual retainers, fees and expenses of
the Board were allocated among the funds in the Nuveen Fund complex in an equitable manner, although a minimum amount may have been established
to be allocated to each fund. In certain instances, fees and expenses were allocated only to those funds that were discussed at a given
meeting.

Effective January 1, 2025, Independent Trustees receive a $350,000, increased to $355,000 as of January 1, 2026, annual retainer, plus
they receive (a) an annual retainer of $35,000 for membership on the Audit Committee and Compliance, Risk Management and Regulatory Oversight
Committee, respectively; (b) an annual retainer of $30,000, increased to $35,000 as of January 1, 2026, for membership on the Investment
Committee; and (c) an annual retainer of $25,000 for membership on the Dividend Committee, Nominating and Governance Committee and Closed-End
Funds Committee, respectively. In addition to the payments described above, the Chair of the Board receives $150,000, increased to $160,000
as of January 1, 2026, annually; the chairs of the Audit Committee and the Compliance, Risk Management and Regulatory Oversight Committee
receive $35,000 annually; the chair and/or co-chair of the Investment Committee receives $30,000, increased to $35,000 as of January 1,
2026, annually; and the chairs of the Dividend Committee, the Nominating and Governance Committee and the Closed-End Funds Committee receive
$25,000 annually. Trustees will be paid either $1,000 or $2,500 for any ad hoc meetings of the Board or its Committees depending upon
the meeting’s length and immediacy. For any special assignment committees, the chair and/or co-chair will be paid a quarterly fee starting
at $1,250 and members will be paid a quarterly fee starting at $5,000. The annual retainers, fees and expenses of the Board are allocated
among the funds in the Nuveen Fund complex in an equitable manner, although a minimum amount may be established to be allocated to each
fund. In certain instances, fees and expenses will be allocated only to those funds that are discussed at a given meeting.

INVESTMENT ADVISER, SUB-ADVISER AND PORTFOLIO MANAGERS

Investment Adviser.
Nuveen Fund Advisors, LLC, the Fund’s investment adviser, is responsible for overseeing the Fund’s overall investment
strategy and implementation. Nuveen Fund Advisors offers advisory and investment management services to a broad range of investment company
clients. Nuveen Fund Advisors has overall responsibility for management of the Fund, oversees the management of the Fund’s portfolio,
manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors
is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is an indirect subsidiary of Nuveen, LLC (“Nuveen”),
the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA is a life insurance
company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement
Equities Fund. As of March 31, 2026, Nuveen managed approximately $1.4 trillion in assets, of which approximately $157.2 billion was managed
by Nuveen Fund Advisors.

Investment Management Agreement and Related Fees. Pursuant to an investment management
agreement between Nuveen Fund Advisors and the Fund (the “Investment Management Agreement”), the Fund has agreed to pay an annual management fee for the overall advisory and administrative services and general office facilities provided by
Nuveen Fund Advisors. The Fund’s management fee is separated into two componentsa complex-level component, based on the aggregate amount of all fund assets managed by Nuveen Fund Advisors, and a specific fund-level component, based only
on the amount of assets within the Fund. This pricing structure enables Nuveen fund shareholders to benefit from growth in the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by Nuveen Fund
Advisors.

Fund-Level
Fee. The annual fund-level fee for the Fund, payable monthly, is calculated according to the following schedule:


Average Daily Managed Assets	Fund-Level Fee Rate
For the first $125 million		0.4500%
For the next $125 million		0.4375%
For the next $250 million		0.4250%
For the next $500 million		0.4125%
For the next $1 billion		0.4000%
For the next $3 billion		0.3750%
For managed assets over $5 billion		0.3625%

Complex-Level Asset Breakpoint Level*	Complex-Level Fee
For the first $124.3 billion	0.1600%
For the next $75.7 billion	0.1350%
For the next $200 billion	0.1325%
For eligible assets over $400 billion	0.1300%

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 the net assets of: Nuveen fund-of-funds, Nuveen money market funds, Nuveen index funds, Nuveen Large Cap Responsible Equity
Fund or Nuveen Life Large Cap Responsible Equity Fund. In addition, eligible assets include a fixed percentage of the aggregate net assets
of the active equity and fixed income Nuveen Mutual Funds advised by Teachers Advisors, LLC (“TAL”) (except those identified
above). Eligible assets will include all of the aggregate net assets of TAL-advised active equity and fixed income Nuveen Mutual Funds
(except those identified above) on May 1, 2033. Eligible assets include closed-end fund assets managed by Nuveen Fund Advisors 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 Nuveen Fund Advisors as to certain funds to limit the amount of such
assets for determining eligible assets in certain circumstances.

As of [ ], 2026, the
complex-level fee rate for the Fund was [ ]%.

The
following table sets forth the management fee paid by the Fund for the last three fiscal years or periods:


	Management Fee Net of Expense Reimbursement		Expense Reimbursement
Fiscal year ended February 28, 2023	$	[ ]	$	—
Fiscal year ended February 29, 2024	$	[ ]	$	—
Fiscal period ended August 31, 2024*	$	[ ]	$	—
Fiscal year ended August 31, 2025		[ ]	$	—

* Effective March 1, 2024,
the Funds’ fiscal and tax year ends changed from February 28/29 to August 31.

In addition to the fee
of Nuveen Fund Advisors, the Fund pays all other costs and expenses of its operations, including compensation of its Directors (other
than those affiliated with Nuveen Fund Advisors and Nuveen Asset Management), custodian, transfer agency and dividend disbursing expenses,
legal fees, expenses of independent auditors, expenses of repurchasing shares, expenses of preparing, printing and distributing shareholder
reports, notices, proxy statements and reports to governmental agencies and taxes, if any. All fees and expenses are accrued daily and
deducted before payment of dividends to investors.

Investment Sub-Adviser.
Pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Nuveen Asset Management (the “Sub-Advisory Agreement”), Nuveen
Asset Management, LLC, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the Fund’s sub-adviser. Nuveen Asset
Management, a registered investment adviser, is a wholly-owned subsidiary of Nuveen Fund Advisors. Nuveen Asset Management oversees
day-to-day operations and provides portfolio management services to the Fund. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management
is compensated for the services it provides to the Fund with a portion of the management fee Nuveen Fund Advisors receives from the
Fund. Nuveen Fund Advisors and Nuveen Asset Management retain the right to reallocate investment advisory responsibilities and fees
between themselves in the future.

Sub-Advisory
Agreement and Related Fees. Pursuant to the Sub-Advisory Agreement, Nuveen Asset
Management receives from Nuveen Fund Advisors a management fee equal to 38.4615% of Nuveen Fund Advisor’s net management fee
from the Fund. Nuveen Fund Advisors and Nuveen Asset
Management retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.

The following table
sets forth the management fee paid by Nuveen Fund Advisors to Nuveen Asset Management for the last three fiscal years or periods:

	Sub-Advisory Fee Paid by Nuveen Fund Advisors to Nuveen Asset Management
Fiscal year ended February 28, 2023	$	[—]
Fiscal year ended February 29, 2024	$	[—]
Fiscal period ended August 31, 2024*	$	[—]
Fiscal year ended August 31, 2025	$	[—]

* Effective March
1, 2024, the Funds’ fiscal and tax year ends changed from February 28/29 to August 31.

Portfolio Managers. Unless
otherwise indicated, the information below is provided as of the date of this SAI.

Portfolio Management.
Scott R. Romans, PhD, Managing Director of Nuveen Asset Management, responsible for managing several state-specific, tax-exempt
portfolios, including the California Municipal Bond and the New York Municipal Bond strategies. He also serves as portfolio
manager for a number of closed-end funds. Before moving to his portfolio management role in 2003, he was a senior research
analyst in the firm’s tax-exempt fixed income department, specializing in the education sector. He holds an undergraduate
degree from the University of Pennsylvania, an M.S.F. from the Illinois Institute of Technology Stuart School of Business,
and an MA and PhD from the University of Chicago.

Other
Accounts Managed. The Portfolio Managers also have responsibility for the day-to-day management of accounts other than the
Fund. Information regarding these other accounts is set forth below.


Portfolio Manager	Type of Account Managed	Number of Accounts	Assets*
Scott R. Romans	Registered Investment Company	17	$15.15 billion
	Other Pooled Investment Vehicles	0	$0
	Other Accounts	3	$5.8 million
Kristen M. DeJong	Registered Investment Company	22	$18.49 billion
	Other Pooled Investment Vehicles	0	$0
	Other Accounts	47	$17.41 billion

*	Assets as of August 31, 2025. None of the assets in these accounts are subject to an advisory fee based on performance.

As shown in the above
table, the Portfolio Managers may manage other accounts in addition to the Fund. The potential for conflicts of interest exists when
a portfolio manager manages other accounts with similar investment objectives and strategies to the Fund (“Similar Accounts”).
Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment
opportunities.

Responsibility for managing Nuveen Fund Advisors’
clients’ portfolios is organized according to investment strategies. Generally, client portfolios with similar strategies are managed using the same objectives, approach and philosophy. Therefore, portfolio holdings, relative position sizes and
sector exposures tend to be similar across similar portfolios which minimizes the potential for conflicts of interest.

Nuveen Fund
Advisors may receive more compensation with respect to certain Similar Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential
conflict of interest for the Portfolio Managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. Potential conflicts of interest may arise with both the aggregation and allocation of
securities transactions and allocation of limited investment opportunities. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability, and allocation of investment opportunities
generally, could raise a potential conflict of interest.

Nuveen Asset Management has policies and procedures designed to manage these
conflicts described above such as allocation of investment opportunities to achieve fair and equitable allocation of investment opportunities among its clients over time. For example, orders for the same equity security are aggregated on a continual
basis throughout each trading day consistent with Nuveen Asset Management’s duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an
average price basis. Partially completed orders will be allocated among the participating accounts on a pro-rata average price basis as well.

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, Teachers Advisors, LLC, 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 Fund and the Other Accounts shown in the table above.

Material 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 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 the 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 the portfolio manager. Finally, a conflict of interest arises 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.

Nuveen Asset Management or its affiliates, including TIAA, sponsor an array of financial products for retirement and other investment goals,
and provide services worldwide to a diverse customer base. Accordingly, from time to time, the Fund may be restricted from purchasing or selling securities, or from engaging in other investment activities because of regulatory, legal or contractual
restrictions that arise due to another client account’s investments and/or the internal policies of Nuveen Asset Management, TIAA or its affiliates designed to comply with such restrictions. As a result, there may be periods, for example, when
Nuveen Asset Management will not initiate or recommend certain types of transactions in certain securities or instruments with respect to which investment limits have been reached.

The investment activities of Nuveen Asset Management or its affiliates may also limit the investment strategies and rights of the Fund. For
example, in certain circumstances where the Fund invests in securities issued by companies that operate in certain regulated industries, in certain emerging or international markets, or are subject to corporate or regulatory ownership definitions,
or invest in certain futures and derivative transactions, there may be limits on the aggregate amount invested by Nuveen Asset Management or its affiliates for the Fund and other client accounts that may not be exceeded without the grant of a
license or other regulatory or corporate consent. If certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability of Nuveen Asset Management, on behalf of the Fund or other client accounts, to purchase or
dispose of investments or exercise rights or undertake business transactions may be restricted by regulation or otherwise impaired. As a result, Nuveen Asset Management, on behalf of the Fund or other client accounts, may limit purchases, sell
existing investments, or otherwise restrict or limit the exercise of rights (including voting rights) when Nuveen Asset Management, in its sole discretion, deems it appropriate in light of potential regulatory or other restrictions on ownership or
other consequences resulting from reaching investment thresholds.

Fund
shares owned by the Portfolio Managers. As of August 31, 2025, the Portfolio Managers
beneficially owned (as determined pursuant to Rule 16a-1(a)(2) under the 1934 Act) shares
of the Fund having values within the indicated dollar range.

Portfolio Manager	Dollar Range of Equity Securities Beneficially Owned in the Fund
Scott R. Romans		[None]
Kristen M. DeJong		[None]

CODE OF ETHICS

The Fund, Nuveen Fund Advisors, Nuveen Asset Management, Nuveen Securities and other related entities have adopted a combined code of ethics
(the “Code of Ethics”) that essentially prohibits certain of their personnel, including the Portfolio Managers, from engaging in personal investments that compete or interfere with, or attempt to take advantage of a client’s,
including the Fund’s, anticipated or actual portfolio transactions, and are designed to assure that the interests of clients, including Fund shareholders, are placed before the interests of personnel in connection with personal investment
transactions. Personnel subject to the Code of Ethics may purchase shares of the Fund subject to the restriction set forth in the Code of Ethics. While personnel subject to the Code of Ethics may generally invest in securities in which the Fund may
also invest, portfolio managers of municipal bond funds, such as the Fund, may not do so. Text-only versions of the Code of Ethics can be viewed online or downloaded from the EDGAR Database on the SEC’s internet website at www.sec.gov. In
addition, a copy of the Code of Ethics may be obtained, after paying the appropriate duplicating fee, by e-mail request at publicinfo@sec.gov.

PROXY VOTING POLICIES

The Fund invests primarily in municipal securities. On rare occasions the Fund may acquire, directly or through a special purpose vehicle,
equity securities of a municipal bond issuer whose bonds the Fund already owns when such bonds have deteriorated or are expected shortly to deteriorate significantly in credit quality. The purpose of acquiring equity securities generally will be to
acquire control of the municipal bond issuer and to seek to prevent the credit deterioration or facilitate the liquidation or other workout of the distressed issuer’s credit problem. In the course of exercising control of a distressed municipal
issuer, Nuveen Asset Management may pursue the Fund’s interests in a variety of ways, which may entail negotiating and executing consents, agreements and other arrangements, and otherwise influencing the management of the issuer. Nuveen Asset
Management does not consider such activities proxy voting for purposes of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended, but nevertheless provides reports to the Fund’s Board on its
control activities on a quarterly basis.

The Fund has delegated authority to Nuveen Fund Advisors to vote proxies for securities held by
the Fund, and Nuveen Fund Advisors has in turn delegated that responsibility to Nuveen Asset Management. Nuveen Fund Advisors’ proxy voting policy establishes minimum standards for the exercise of proxy voting authority by Nuveen Asset
Management.

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, Nuveen Asset Management 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.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to the
supervision of the Board, Nuveen Asset Management is responsible for decisions to purchase and sell securities for the Fund, the negotiation
of the prices to be paid and the allocation of transactions among various dealer firms. Transactions on stock exchanges involve the payment
by the Fund of brokerage commissions. There generally is no stated commission in the case of securities traded in the over-the-counter
(“OTC”) market but the price paid by the Fund usually includes an undisclosed dealer commission or mark-up. Transactions in
the OTC market can also be placed with broker-dealers who act as agents and charge brokerage commissions for effecting OTC transactions.
The Fund may place its OTC transactions either directly with principal market makers, or with broker-dealers if that is consistent with
Nuveen Asset Management’s obligation to obtain best qualitative execution. In certain instances, the Fund may make purchases of
underwritten issues at prices that include underwriting fees.

Portfolio securities may be purchased directly from an
underwriter or in the OTC market from the principal dealers in such securities, unless it appears that a better price or execution may be obtained through other means. Portfolio securities will not be purchased from Nuveen Investments or its
affiliates or affiliates of Nuveen Fund Advisors except in compliance with the 1940 Act.

It is Nuveen Asset Management’s policy to
seek the best execution under the circumstances of each trade. Nuveen Asset Management will evaluate price as the primary consideration, with the financial condition, reputation and responsiveness of the dealer considered secondary in determining
best execution. Given the best execution obtainable, it will 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. While Nuveen Asset Management will be primarily responsible for the placement of the business of the Fund, Nuveen
Asset Management’s policies and practices in this regard must be consistent with the foregoing and will, at all times, be subject to review by the Board of the Fund.

Nuveen Asset Management may manage other investment accounts and investment companies for other clients that may invest in the same types of
securities as the Fund and that may have investment objectives similar to those of the Fund. Nuveen Asset Management seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell assets or securities
by the Fund and another advisory account. If an aggregated order cannot be filled completely, allocations will generally be made on a pro rata basis. An order may not be allocated on a pro rata basis where, for example (i) consideration is
given to portfolio managers who have been instrumental in developing or negotiating a particular investment; (ii) consideration is given to an account with specialized investment policies that coincide with the particulars of a specific
investment; (iii) pro rata allocation would result in odd-lot or de minimis amounts being allocated to a portfolio or other client; or (iv) where Nuveen Asset Management reasonably determines that
departure from a pro rata allocation is advisable. There may also be instances where the Fund will not participate at all in a transaction that is allocated among other accounts. While these allocation procedures could have a detrimental effect on
the price or amount of the securities available to the Fund from time to time, it is the opinion of the Board that the benefits available from Nuveen Asset Management’s management outweigh any disadvantage that may arise from Nuveen Asset
Management’s larger management activities and its need to allocate securities.

Substantially
all of the Fund’s trades are effected on a principal basis. The following table sets
forth the aggregate amount of brokerage commissions paid by the Fund for the last three fiscal
years or periods:

	Brokerage Commissions Paid
Fiscal year ended February 28, 2023	$	[ ]
Fiscal year ended February 29, 2024	$	[ ]
Fiscal period ended August 31, 2024*	$	[ ]
Fiscal year ended August 31, 2025	$	[ ]

* Effective March 1, 2024,
the Funds’ fiscal and tax year ends changed from February 28/29 to August 31.

[During the fiscal
year ended August 31, 2025, the Fund did not pay commissions to brokers in return for research services or hold any securities of
its regular broker-dealers.]

[TAX
MATTERS]

The
following is intended to be a general summary of certain U.S. federal income tax consequences of investing, holding and disposing of
Common Shares of the Fund. It is not intended to be a complete discussion of all such federal income tax consequences, nor does it purport
to deal with all categories of investors (including investors in Common Shares with large positions in the Fund). This summary does not
discuss the tax consequences of an investment in Rights or Preferred Shares. Investors are advised to consult with their own tax advisors
before investing in the Fund.

The Fund has elected
and intends to qualify each year to be treated, as a RIC, under Subchapter M of the Code. The Fund also intends to satisfy
conditions under which dividends on Common Shares attributable to interest on municipal securities are exempt from federal income
tax in the hands of owners of such stock, subject to the possible application of the federal alternative minimum tax.

In addition to
exempt-interest dividends, the Fund may also distribute to its shareholders amounts that are treated as long-term capital
gain or ordinary income (which may include short-term capital gains). These distributions (the excess of net long term capital gain over net short term capital loss) that are properly reported to Fund shareholders as capital
dividends are generally subject to regular
federal income tax, whether or not reinvested in additional shares. Net capital gain distributions that are properly reported to fund shareholders as capital dividends
are generally taxable at rates applicable to long-term capital gains regardless of how long a shareholder has held its
shares. Long-term capital gains are currently taxable to non-corporate shareholders at rates of up to 20%. Distributions of
net short-term capital gains for a taxable year in excess of net long-term capital losses for such taxable year generally
will be taxable at ordinary income rates to a shareholder receiving such distributions. The Fund does not expect that any
part of its distributions to shareholders from its investments will qualify for the dividends received deduction available to
corporate shareholders or as “qualified dividend income,” which is taxable to non-corporate shareholders at
reduced maximum U.S. federal income tax rates.

To qualify under
Subchapter M of the Code for treatment as a RIC, the Fund must, among other things: (a) distribute to its shareholders each year at
least 90% of the sum of (i) its investment company taxable income (as that term is defined in the Code, determined without regard to
the deduction for dividends paid) and (ii) its net tax-exempt income (the excess of its gross tax-exempt interest income over
certain disallowed deductions), (b) derive at least 90% of its gross income (including income on municipal securities exempt from
regular federal income tax) for each taxable year from dividends, interest (including interest income on municipal securities exempt
from regular federal income tax), payments with respect to certain securities loans, gains from the sale or other disposition of
stock, securities or foreign currencies, or other income (including gains from options, futures and forward contracts) derived with
respect to its business of investing in such stock, securities or currencies, and net income derived from an interest in a qualified
publicly traded partnership (as defined in the Code), and (c) diversify its holdings so that, at the end of each quarter of the
Fund’s taxable year (i) at least 50% of the market value of the Fund’s publicly traded partnership (as defined in the
Code) assets is represented by cash, cash items, U.S. government securities, securities of other RICs, and other securities, with
these other securities limited, with respect to any one issuer, to an amount not greater in value than 5% of the Fund’s total
assets, and to not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the market value
of the Fund’s assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest,
in the securities of any one issuer (other than U.S. government securities or securities of other RICs), the securities of two or
more issuers (other than securities of other RICs) controlled by the Fund and engaged in the same, similar or related trades or
businesses, or the securities of one or more qualified publicly traded partnerships. To meet these requirements, the Fund may need
to restrict its use of certain of the investment techniques.

If the
Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, the Fund may be eligible for relief
provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure
to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements
where the Fund corrects the failure within a specified period of time. In order to be eligible for the relief provisions with respect
to a failure to meet the diversification requirements, the Fund may be required to dispose of certain assets. If these relief provisions
are not available to the Fund and it fails to qualify for treatment as a RIC for a taxable year, the Fund will be subject to tax at
the regular corporate tax rate. In such an event, all distributions (including capital gains distributions and distributions derived
from interest on municipal securities) will be taxable as ordinary dividends to the extent of the Fund’s current and accumulated
earnings and profits, subject to certain limitations the dividends-received deduction for corporate shareholders and to the lower tax
rates applicable to qualified dividend income distributed to individuals. Distributions in excess of the Fund’s current and accumulated
earnings and profits would be treated first as a tax-free return of capital to the extent of the holder’s adjusted tax basis in
the shares (reducing that basis accordingly), and any remaining distributions would generally be treated as a capital gain. To requalify
for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for that
year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. If the
Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a Fund-level tax
on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within five years of
qualifying as a RIC in a subsequent year.

A RIC that fails to distribute, by the close of each calendar year, an amount at least equal to the sum of 98% of its
ordinary taxable income for such year and 98.2% of its capital gain net income for the one-year period ending October 31 in such year, plus any shortfalls from the prior year’s required distribution,
is liable for a nondeductible 4% federal excise tax on the excess of the required distribution for such calendar year over the distributed amount for such calendar year. To avoid the imposition of this excise tax, the Fund generally intends, but
makes no assurances, to make the required distributions of its ordinary taxable income, if any, and its capital gain net income.

If
preferred shares are issued, certain minimum net asset value coverage limitations on distributions made with respect to Common Shares may under certain circumstances impair the ability of the Fund to maintain its qualification for treatment as a RIC
or to pay distributions sufficient to avoid the imposition of the 4% federal excise tax.

The
Fund may retain for investment or otherwise use some (or all) of its net capital gain. If
the Fund retains any net capital gain or taxable net investment income, it will be subject
to tax at the regular corporate rate on the amount retained. If the Fund retains any net
capital gain, it may designate the retained amount as undistributed capital gains in a notice
to its shareholders who, if subject to federal income tax on long-term capital gains, (i) will
be required to include in income for federal income tax purposes, as long-term capital gain,
their share of such undistributed amount; (ii) will be deemed to have paid their proportionate
share of the tax paid by the Fund on such undistributed amount and will be entitled to credit
that amount of tax against their federal income tax liabilities, if any; and (iii) will
be entitled to claim refunds to the extent the credit exceeds such liabilities. For federal
income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased
by an amount equal to the difference between the amount of undistributed capital gains included
in the shareholder’s gross income and the tax deemed paid by the shareholder.

The
Fund intends to qualify to pay “exempt-interest” dividends, as defined in the Code, to its Common Shareholders by satisfying the
requirement that, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consists of municipal
securities. Exempt-interest dividends are dividends or any part thereof (other than a capital gain dividend) paid by the Fund which
are attributable to interest on municipal securities and which are so reported by the Fund. Exempt-interest dividends will be exempt
from federal income tax, subject to the possible application of the federal alternative minimum tax. Insurance proceeds received by
the Fund under any insurance policies in respect of scheduled interest payments on defaulted municipal bonds, as described herein, will
generally be correspondingly excludable from federal gross income. In the case of non-appropriation by a political subdivision, however,
there can be no assurance that payments made by the issuer representing interest on municipal lease obligations will be excludable from
gross income for federal income tax purposes. Any gains of the Fund that
are attributable to market discount on municipal securities are treated as ordinary income to the extent of accrued market discount
on those securities.

A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder
who is an individual and not a nonresident alien for U.S. federal income tax purposes and who has adjusted gross income (subject to
certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a “surviving spouse”
for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to
all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts. For these purposes,
interest, dividends, and certain capital gains are generally taken into account in computing a shareholder’s net investment income,
but exempt-interest dividends are not taken into account.

A portion of the Fund’s expenditures that would otherwise be deductible
may not be allowed as deductions by reason of the Fund’s investment in municipal securities (such disallowed portion, in general,
being the same percentage of the Fund’s aggregate expenses as the percentage of the Fund’s aggregate gross income that constitutes
exempt interest income from municipal securities). A similar disallowance rule also applies to interest expense paid or incurred by
the Fund, if any. Any such disallowed deductions will offset the Fund’s gross exempt-interest income for purposes of calculating
the dividends that the Fund can report as exempt-interest dividends. Interest on indebtedness incurred or continued to purchase or carry
the Fund’s shares is not deductible to the extent the interest relates to exempt-interest dividends. Under rules used by the Internal
Revenue Service (“IRS”) for determining when borrowed funds are considered used for the purpose of purchasing or carrying
particular assets, the purchase or ownership of shares may be considered to have been made with borrowed funds even though such funds
are not directly used for the purchase or ownership of such shares.

Distributions to shareholders of net investment income received by
the Fund from taxable investments, if any, including temporary taxable investments, and of net short-term capital gains realized by
the Fund, if any, will be taxable to its shareholders as ordinary income. Distributions by the Fund of net capital gain (i.e., the excess
of net long-term capital gain over net short-term capital loss), if any, are taxable as long-term capital gain, regardless of the length
of time the shareholder has owned the shares with respect to which such distributions are made. The amount of taxable income allocable
to the Fund’s shares will depend upon the amount of such income realized by the Fund. Distributions of taxable income, if any,
in excess of the Fund’s earnings and profits will first reduce the adjusted tax basis of a shareholder’s shares and, after
that basis has been reduced to zero, will constitute capital gain to the shareholder (assuming the shares are held as capital assets).
As long as the Fund qualifies as a RIC under the Code, it is not expected that any part of its distributions to shareholders from its
investments will qualify for the dividends-received deduction available to corporate shareholders or as “qualified dividend income”
taxable to non-corporate shareholders at reduced rates.

The IRS requires
the Fund to report distributions paid with respect to its Common Shares and its Preferred Shares, including VRDP Shares, as consisting
of a portion of each type of income distributed by the Fund. The portion of each type of income deemed received by the holders
of each class of shares will be equal to the portion of total Fund dividends received by such class. Thus, the Fund will report
dividends paid as exempt-interest dividends in a manner that allocates such dividends between the holders of the Common Shares
and the Preferred Shares, including VRDP Shares, in proportion to the total dividends paid to each such class during or with respect
to the taxable year, or otherwise as required by applicable law. Capital gain dividends and ordinary income dividends will also
be allocated between the two classes under these rules.

The interest on private
activity bonds in most instances is not federally tax-exempt to a person who is a “substantial user” of a facility financed
by such bonds or a “related person” of such “substantial user.” As a result, the Fund may not be an appropriate
investment for a shareholder who is considered either a “substantial user” or a “related person” within the meaning
of the Code. In general, a “substantial user” of a facility includes a “nonexempt person who regularly
uses a part of such facility in his trade or business.” “Related persons” are in general defined to include persons
among whom there exists a relationship, either by family or business, which would result in a disallowance of losses in transactions
among them under various provisions of the Code (or if they are members of the same controlled group of corporations
under the Code), including a partnership and each of its partners (and certain members of their families), an S corporation
and each of its shareholders (and certain members of their families) and various combinations of these and other relationships. The foregoing
is not a complete description of all of the provisions of the Code covering the definitions of “substantial user”
and “related person.”

Although dividends
generally will be treated as distributed when paid, dividends declared in October, November or December, payable to shareholders of record on a specified date in one of those months and paid during the following January, will be treated as having
been distributed by the Fund (and received by the shareholders) on December 31 of the year declared. The U.S. federal income tax status of all distributions will be reported to shareholders annually.

Federal
income tax law imposes an alternative minimum tax. Interest on certain municipal securities, such as bonds issued to make loans for housing
purposes or to private entities (but not to certain tax-exempt organizations such as universities and non-profit hospitals), is included
as an item of tax preference in determining the amount of a taxpayer’s alternative minimum taxable income. To the extent that the
Fund receives income from such municipal securities, a portion of the dividends paid by the Fund, although otherwise exempt from federal
income tax, will be taxable to shareholders whose tax liabilities are determined under the federal alternative minimum tax. The Fund
will annually provide a report indicating the percentage of the Fund’s income attributable to municipal securities and the portion
thereof the interest on which is a tax preference item. Bonds issued in 2009 or 2010 generally will not be treated as private activity
bonds, and interest earned on such bonds (and Fund distributions consisting of such interest) generally will not be treated as a tax
preference item.

The Fund may invest in municipal securities that pay interest that is taxable under the federal alternative minimum tax.
If you are, or as a result of investment in the Fund would become, subject to the federal alternative minimum tax, the Fund may not be
a suitable investment for you. In addition, distributions of taxable ordinary income (including any net short-term capital gain) will
be taxable to shareholders as ordinary income (and not eligible for favorable taxation as “qualified dividend income”), and
capital gain dividends will be taxable as long-term capital gains.

Certain of the Fund’s investment practices are subject to special provisions of the Code that, among other things, may affect the
Fund’s ability to qualify as a RIC, defer the use of certain deductions or losses of the Fund, affect the holding period of securities held by the Fund, and alter the character of the gains or losses realized by the Fund. These provisions may
also require the Fund to recognize income or gain without receiving cash with which to make distributions in the amounts necessary to satisfy the requirements for maintaining RIC status and for avoiding income and excise taxes. The Fund will monitor
its transactions and may make certain tax elections in order to mitigate the effect of these rules and prevent disqualification of the Fund for treatment as a RIC.

Capital losses
in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net investment
income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, the Fund may carry net capital
losses from any taxable year forward to offset capital gains in future years. The treatment of capital loss carryovers for the
Fund is similar to the rules that apply to capital loss carryovers of individuals, which provide that such losses are carried
over indefinitely. If the Fund has a net capital loss (that is, capital losses in excess of capital gains), the excess of the
Fund’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising
on the first day of the Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses
over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund’s next
taxable year. The carryover of capital losses may be limited under the general loss limitation rules if the Fund experiences an
ownership change as defined in the Code. Generally, the Fund may not carry forward any losses other than net capital losses. Under
certain circumstances, the Fund may elect to treat certain losses as though they were incurred on the first day of the taxable
year immediately following the taxable year in which they were actually incurred. As of August 31, 2025, the Fund’s tax year
end, the Fund had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital
gains, if any, as follows:


Not subject to expiration:
Short-Term	$	[ ]
Long-Term	$	[ ]
Total	$	[ ]

The
repurchase, sale or exchange of Common Shares normally will result in capital gain or loss to holders of Common Shares who hold their
shares as capital assets. Generally a shareholder’s gain or loss will be long-term capital gain or loss if the shares have been
held for more than one year even though the increase in value in such Common Shares may be at least partly attributable to tax-exempt
interest income. Present law taxes both long-term and short-term capital gains of corporations at the rates applicable to ordinary income.
For non-corporate taxpayers, however, long-term capital gains are currently taxed at rates of up to 20%. Short-term capital gains and
other ordinary income are taxed to non-corporate taxpayers at ordinary income rates. If a shareholder sells or otherwise disposes of
Common Shares before holding them for six months, any loss on the sale or disposition will be: (1) treated as a long-term capital loss
to the extent of any amounts treated as distributions to the Common Shareholder of long-term capital gain (including any amount credited
to the shareholder as undistributed capital gain), or (2) disallowed to the extent of exempt interest dividends received by a shareholder.
Any loss realized on a sale or exchange of (or upon entering into a contract or option to repurchase) shares of the Fund will be disallowed
to the extent those shares of the Fund are replaced (including, without limitation, under the Plan) by substantially identical shares
of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the original shares,
or to the extent the shareholder enters into a contract or option to repurchase shares within such period. In that event, the basis
of the replacement shares of the Fund will be adjusted to reflect the disallowed loss.

The Fund
is required in certain circumstances to withhold (as “backup withholding”) a portion of dividends (including exempt-interest
dividends) and certain other payments paid to certain holders of the Fund’s shares who do not furnish to the Fund their correct
taxpayer identification numbers (in the case of individuals, their social security numbers) and certain certifications, or who are otherwise
subject to backup withholding. The backup withholding rate is 24%. Backup withholding is not an additional tax. Any amounts withheld
from payments made to a shareholder may be refunded or credited against such shareholder’s federal income tax liability, provided
the required information and forms are timely furnished to the IRS.

The Code provides that every shareholder required to file a tax return must include for information purposes on such return the amount
of tax-exempt interest received during the taxable year, including any exempt-interest dividends received from the Fund.

The description of certain federal tax provisions above relates only to U.S. federal income tax consequences for shareholders who are U.S.
persons, i.e., generally, U.S. citizens or residents or U.S. corporations, partnerships, trusts or estates, and who are subject to U.S. federal income tax and hold their shares as capital assets. Except as otherwise provided, this description
does not address the special tax rules that may be applicable to particular types of investors, such as financial institutions, insurance companies, securities dealers, other RICs, or tax-exempt or tax-deferred plans, accounts or entities. Investors that are not U.S. persons may be subject to different U.S. federal income tax treatment, including a non-resident alien
U.S. withholding tax at the rate of 30% or any lower applicable treaty rate on amounts treated as ordinary dividends from the Fund (other than certain dividends reported by the Fund as (i) interest-related dividends, to the extent such
dividends are derived from the Fund’s “qualified net-interest income,” or (ii) short-term capital gain dividends, to the extent such dividends are derived from the Fund’s
“qualified short-term gain”) or, in certain circumstances, unless an effective IRS Form W-8BEN or W-8BEN-E or other
authorized withholding certificate is on file, to backup withholding on certain other payments from the Fund. “Qualified net interest income” is the Fund’s net income derived from U.S.-source interest and original issue discount,
subject to certain exceptions and limitations. “Qualified short-term gain” generally means the excess of the net short-term capital gain of the Fund for the taxable year over its net long-term capital loss, if any. Backup withholding will
not be applied to payments that have been subject to the 30% (or lower applicable treaty rate) withholding tax on shareholders who are neither citizens nor residents of the United States.

Unless certain non-U.S. entities that hold Fund shares comply with IRS requirements that will
generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to certain Fund distributions payable to such entities. A
non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the shareholder and
the applicable foreign government comply with the terms of such agreement.

The
foregoing is a general summary of certain provisions of the Code and regulations thereunder
presently in effect as they directly govern the federal income taxation of the Fund and its
shareholders. These provisions are subject to change by legislative or administrative action,
and any such change may be retroactive. Moreover, the foregoing does not address many of the factors that may be determinative of whether an investor will be liable for the alternative minimum tax. Shareholders are advised to consult their own tax
advisors for more detailed information concerning the federal, foreign, state and local tax
consequences of purchasing, holding and disposing of Fund shares.

New York
Tax Matters. The following is a general, abbreviated summary of certain provisions of the applicable New York tax law
as presently in effect as it directly governs the taxation of resident individual Common Shareholders of the Fund. This summary
does not address the taxation of other shareholders nor does it discuss any local taxes that may be applicable. These provisions
are subject to change by legislative or administrative action, and any such change may be retroactive with respect to transactions
of the Fund.

The following is based
on the assumptions that the Fund will qualify as a RIC under Subchapter M of the Code, that it will satisfy the conditions which will
cause distributions of the Fund to qualify as exempt-interest dividends to shareholders for federal and New York purposes, and that it
will make such distributions of income and gains as are necessary to qualify to be taxed as a RIC for federal income tax purposes.

If at the close of each
quarter of the Fund’s taxable year at least 50% of the value of its total assets consists of obligations that, when held by individuals,
pay interest that is exempt from tax by New York under New York or federal law, then distributions by the Fund that are attributable
to interest on any such obligation will not be subject to the New York personal income tax. All other distributions, including distributions
attributable to capital gains, will be includable in gross income for purposes of the New York personal income tax.

Interest on indebtedness
incurred or continued for the purpose of acquiring or maintaining an investment in Common Shares will not be deductible for purposes
of the New York personal income tax.

Gain on the sale,
exchange, or other disposition of holders of Common Shares will be subject to the New York personal income. Present New York
law taxes both long-term and short-term capital gains at the rates applicable to ordinary income. In addition, any loss realized
by a holder of Common Shares upon the sale of shares held for six months or less may be disallowed to the extent of any exempt
interest dividends received with respect to such shares. Moreover, any loss realized upon the sale of Common Shares within thirty
days before or after the acquisition of other Common Shares may be disallowed under the “wash sale” rules.

Common Shares
may be subject to the New York estate tax if held by a New York decedent at the time of death.

Holders of Common Shares
are advised to consult with their own tax advisors for more detailed information concerning New York tax matters.

Other State
and Local Tax Matters. The exemption from U.S. federal and New York income tax for exempt-interest dividends generally
does not result in exemption for such dividends under the income or other tax laws of any state or local taxing authority. In
some states, however, the portion of any exempt-interest dividends derived from interest received by the Fund on its holdings
of that state’s securities and those of its political subdivisions and instrumentalities is exempt from the state’s
income tax. The Fund will report annually to its shareholders the percentage of interest income earned by the Fund during the
preceding year on tax-exempt obligations indicating, on a state-by-state basis, the source of such income. Shareholders of the
Fund are advised to consult with their own tax advisors about state and local tax matters.

Shareholders
of the Fund are advised to consult their own tax advisors about state and local tax matters.

INCORPORATION BY REFERENCE

The documents listed below, and any reports and other documents subsequently filed with the SEC pursuant to
Section 30(b)(2) of the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering will
be incorporated by reference into this SAI and deemed to be part of this SAI from the date of the filing of such reports and documents:

●

The Fund’s Prospectus, dated [ ], 2026;

●

The Fund’s semi-annual report on Form N-CSR for the period
ended February 28, 2026;

●

The Fund’s annual report on Form N-CSR for the fiscal year
ended August 31, 2025; and

●

The description of the Common Shares contained in the Fund’s
Registration Statement on Form 8-A (File No. 001-14941) filed with the SEC on April 16, 1999, including any amendment or report filed
for the purpose of updating such description prior to the termination of the offering registered hereby.

The information incorporated by reference is considered to be part of this SAI, and later information that the Fund
files with the SEC will automatically update and supersede this information. Incorporated materials not delivered with the SAI may be
obtained, without charge, by calling (800) 257-8787, by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606, or from
the Fund’s website (http://www.nuveen.com).

FINANCIAL STATEMENTS

The audited financial
statements, financial highlights and notes thereto and the independent registered public accounting firm’s report thereon appearing
in the Fund’s Annual Report for
the fiscal year ended August 31, 2025 are incorporated herein by reference in this SAI. The unaudited financial statements
for the six months ended February 28, 2026, appearing in the Fund’s 2026 semi-annual report are also incorporated herein by reference in this SAI. In addition, any reports and other documents subsequently filed with
the SEC pursuant to Section 30(b)(2) of the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination
of the offering will be incorporated by reference into this SAI and deemed to be part of this SAI from the date of the filing of such
reports and documents. The information incorporated by reference is considered to be part of this SAI, and later information that the
Fund files with the SEC will automatically update and supersede this information. The information contained in, or that can be accessed
through, the Fund’s website is not part of this SAI.

Incorporated materials not delivered with the SAI may be obtained, without charge, by calling
(800) 257-8787, by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606, or from the Fund’s website (http://www.nuveen.com).

CUSTODIAN AND TRANSFER AGENT

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[ ], an independent registered public accounting firm, provides auditing services to the Fund. The principal business address of [ ] is
[ ].

LEGAL
MATTERS

Certain
legal matters in connection with the offering will be passed upon for the Fund by Stradley Ronon Stevens & Young,
LLP, located at 2005 Market Street, Suite 2600, Philadelphia, PA 19103. Stradley Ronon Stevens & Young, LLP
may rely as to certain matters of Massachusetts law on the opinion of [     ].

ADDITIONAL INFORMATION

A Registration Statement on Form N-2, including amendments thereto, relating to the Securities of the Fund
offered hereby, has been filed by the Fund with the SEC, Washington, DC. The Prospectus and this SAI do not contain all of the information set forth in the Registration Statement, including any exhibits and schedules thereto. For further information
with respect to the Fund and the Securities offered hereby, reference is made to the Registration Statement. Statements contained in the Prospectus and this SAI as to the contents of any contract or other document referred to are not necessarily
complete and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. Copies of the Registration
Statement may be inspected without charge at the SEC’s principal office in Washington, DC, and copies of all or any part thereof may be obtained from the SEC upon the payment of certain fees prescribed by the SEC.

APPENDIX A

Ratings of Investments

S&P Global Ratings—A
brief description of the applicable S&P Global Ratings, a Division of S&P Global Inc. (“S&P”), rating symbols
and their meanings (as published by S&P) follows:

A S&P issue credit
rating is a current opinion of 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 evaluates the obligor’s capacity and willingness
to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could
affect ultimate payment in the event of default. The issue credit rating is not a recommendation to purchase, sell, or hold a financial
obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.

Issue credit ratings
are based on current information furnished by the obligors or obtained by S&P from other sources it considers reliable. S&P does
not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings
may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.

Issue credit ratings
can be either long term or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant
market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial
paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations.
The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term
notes are assigned long-term ratings.

Long-Term Issue Credit Ratings

Issue credit ratings
are based, in varying degrees, on the following considerations:

●

Likelihood of payment—capacity
and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

●

Nature of and provisions
of the obligation, and the promise S&P Global Ratings imputes; and

●

Protection afforded
by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws
of bankruptcy and other laws affecting creditors’ rights.

Issue ratings are 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 the 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.

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.

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 lead to a weakened capacity of the obligor 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 exposures to adverse conditions.

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 which could lead to the obligor’s inadequate capacity to meet its financial
commitments on the obligation.

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.

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.

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.

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
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 its
subject to distressed debt restructuring.

Plus (+) or minus (-)

The 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.

This indicates that
no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular
obligation as a matter of policy.

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
commitment 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 commitment 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 commitment 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 commitment on the obligation.

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.

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 commitment on the obligation.

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 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 debt restructuring.

Dual Ratings

S&P assigns “dual”
ratings to all debt issues that have a put option or demand feature as part of their structure. The first component of the rating addresses
the likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature.
The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either short-term or
long-term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating symbol (for
example, ‘AAA/A-1+’ or ‘A-1+/A-1’). With U.S. municipal short-term demand debt, the U.S. municipal short-term
note rating symbols are used for the first component of the rating (for example, ’SP-1+/A-1+’).

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:

Credit 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. Moody’s Ratings
issues ratings at the issuer level and instrument level on both the long-term scale and the short-term scale.

The contractual financial obligations addressed
by Moody’s ratings are those that call for, without regard to enforceability, the payment of an ascertainable amount, which may
vary based upon standard sources of variation (e.g., floating interest rates), by an ascertainable date. Moody’s rating addresses
the issuer’s ability to obtain cash sufficient to service the obligation, and its willingness to pay. Moody’s ratings do
not address non-standard sources of variation in the amount of the principal obligation (e.g., equity indexed), absent an express statement
to the contrary in a press release accompanying an initial rating.

Long-term ratings are assigned to issuers or
obligations with an original maturity of eleven months 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. Moody’s issues
ratings at the issuer level and instrument level on both the long-term scale and the short-term scale. Typically, ratings are made publicly
available although private and unpublished ratings may also be assigned.

Global Long-Term Rating Scale

Aaa

Obligations rated ‘Aaa’
are judged to be of the highest quality, subject to the lowest level of credit risk.

Obligations rated ‘Aa’
are judged to be of high quality and are subject to very low credit risk.

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.

Obligations rated ‘Ba’
are judged to be speculative and are subject to substantial credit risk.

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.

Obligations rated ‘Ca’
are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

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. Additionally, a “(hyb)” indicator
is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.*

US Municipal Short-Term Debt and Demand
Obligation Ratings

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.

This designation denotes
speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

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.

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 or legal protections.

Global Short-Term Rating Scale (Commercial
Paper)

Issuers (or supporting
institutions) rated Prime-1 have a superior ability for repayment of senior short-term debt obligations.

Issuers (or supporting
institutions) rated Prime-2 have a strong ability for repayment of senior short-term debt obligations.

Issuers (or supporting
institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term debt obligations.

Issuers (or supporting
institutions) rated Not Prime do not fall within any of the Prime rating categories.

Fitch Ratings—A
brief description of the applicable Fitch Ratings (“Fitch”) ratings symbols and meanings (as published by Fitch) follows:

Fitch Ratings publishes
credit ratings that are forward-looking opinions on the relative ability of an entity or obligation to meet financial commitments. Issuer
default ratings (IDRs) are assigned to corporations, sovereign entities, financial institutions such as banks, leasing companies and
insurers, and public finance entities (local and regional governments). Issue level ratings are also assigned, often include an expectation
of recovery and may be notched above or below the issuer level rating. Issue ratings are assigned to secured and unsecured debt securities,
loans, preferred stock and other instruments, Structured finance ratings are issue ratings to securities backed by receivables or other
financial assets that consider the obligations’ relative vulnerability to default.

Long-Term Credit Ratings

Investment Grade

AAA

Highest credit quality.
‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity
for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

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.

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 changes in circumstances or in 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.

Speculative Grade

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.

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.

Very high levels of credit risk. Default of
some kind appears probable.

Near default. A default or default like process
has begun, or for a closed funding vehicle, payment capacity is irrevocably impaired.

RD and D

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. ‘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 and debt is still outstanding.

Short-Term Credit Ratings

The following ratings
scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most
obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond,
tax, and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis
on the liquidity necessary to meet financial commitments in a timely manner.

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.

Good short-term credit
quality. Good intrinsic capacity for timely payment of financial commitments.

Fair short-term credit
quality. The intrinsic capacity for timely payment of financial commitments is adequate.

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.

High short-term default
risk. Default is a real possibility.

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.

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:

“+” or “-”
may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’
Long-term rating category, to categories below ‘CCC’, or to Short-term ratings other than ‘FT’.

‘NR’ indicates
that Fitch Ratings does not rate the issuer or issue in question.

‘Withdrawn’:
The rating has been withdrawn and the issue or issuer is no longer rated by Fitch. When a public rating is withdrawn, Fitch will issue
a RAC that details the current rating and Outlook or Watch status (if applicable), a statement that the rating is withdrawn and the reason
for the withdrawal. A RAC is not required when an issue has been redeemed, matured, repaid or paid in full. Withdrawals cannot be used
to forestall a rating action. Every effort is therefore made to ensure that the rating opinion upon withdrawal reflects an updated view.
However, this is not always possible, for example if a rating is withdrawn due to a lack of information. Rating Watches are also resolved
prior to or concurrent with withdrawal unless the timing of the event driving the Rating Watch does not support an immediate resolution.
Ratings that have been withdrawn will be indicated by the symbol ‘WD’.

Rating Watch: Ratings
are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of
such change. These are designated as “Positive”, indicating a potential upgrade, “Negative”, for a potential
downgrade, or “Evolving”, if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively
short period.

A Rating Outlook indicates
the direction a rating is likely to move over a one to two year period. Outlooks may be positive, stable, or negative. A positive or
negative Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are ’stable’
could be downgraded before an outlook moves to positive or negative if circumstances warrant such an action. Occasionally, Fitch Ratings
may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as evolving.

APPENDIX B

Nuveen
Proxy Voting Policy September 22, 2025

Nuveen
Proxy Voting Policy

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. In certain cases, the Advisers may engage with Portfolio Companies as part of their process to make informed vote
decisions and generally consider various factors including insights gained through engagement where that occurs. While the Advisers may
generally share their views on a particular topic, these are not for the purpose of changing control of the issuer.

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, 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 Nuveen’s Stewardship Group to administer the Advisers’ proxy
voting. The Stewardship Group 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.

Applicability

This Policy applies to Nuveen associates 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 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 articulating Nuveen’s
position on the Portfolio Company’s behavior in an effort to enhance long-term shareholder value. 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 associates 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 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 generally 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. While the
Guidelines are developed, maintained, and implemented by the Stewardship Group, and reviewed by the Nuveen Proxy Voting Committee, the
portfolio managers of the Advisers maintain the ultimate authority with respect to how proxies will be voted and may determine to vote
contrary to the Guidelines if such portfolio manager believes it is in the best interest of the respective Adviser’s clients to
do so.

Portfolio
Company refers to any publicly traded operating company held in an account that is managed by an Adviser or a Nuveen Affiliated
Entity. For the avoidance of doubt, Portfolio Company excludes investment companies.

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. Portfolio Companies may obtain information on how many shares the Advisers hold through regulatory
filings and in public reports.

The Nuveen
Proxy Voting Committee (the “Committee”), the Advisers, the Stewardship Group 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’s voting members will be comprised from Research, the Advisers, and the Stewardship Group. Non-voting members
will be comprised from Nuveen Legal, Nuveen Compliance, Nuveen Advisory Product, and Nuveen Investment Risk. The Committee may invite
others on a standing, routine and/or an ad hoc basis to attend Committee meetings. The CCOs of the CREF Funds and the Nuveen Funds shall
be standing, non-voting invitees. The Committee has delegated responsibility for the implementation and ongoing administration of the
Policy to the Stewardship Group, 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 Stewardship Group 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.

Nuveen
Stewardship Group

Performs day-to-day administration of the Advisers’ proxy voting processes.

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 Stewardship Group, on behalf of the Advisers, takes into account several factors, including, but not limited to:

●

Input from Advisory Personnel

●

Third party research

●

Specific Portfolio Company context, including environmental, social and governance practices, and financial performance.

	3.	Assists in the development of securities lending recall protocols in cooperation with the Securities Lending Committee.
	4.	Performs Form N-PX filings in accordance with regulatory requirements.
	5.	Delivers copies of the Advisers’ Policy to clients and prospective clients upon request in a timely manner, as appropriate.
	6.	Assists with the disclosure of proxy votes as applicable on corporate websites and elsewhere as required by applicable regulations.
	7.	Prepares reports of proxies voted on behalf of the Advisers’ investment company clients to their Boards or committees thereof, as applicable.
	8.	Performs an annual vote reconciliation for review by the Committee.
	9.	Arranges the annual service provider due diligence of proxy voting vendors, including a review of the service provider’s potential conflicts of interests, and presents the results to the Committee.
	10.	Facilitates quarterly Committee meetings, including agenda and meeting minute preparation.
	11.	Complies with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to potential material conflicts of interest.
	12.	Creates and retains certain records in accordance with Nuveen’s Record Management program.
	13.	Oversees the proxy voting service provider with respect to its responsibilities, including making and retaining certain records as required under applicable regulation.

Nuveen
Compliance

	1.	Seeks to ensure proper disclosure of Advisers’ Policy to clients as required by regulation or otherwise.
	2.	Seeks to ensure proper disclosure to clients of how they may obtain information on how the Advisers voted their proxies.

Assists the Stewardship Group with arranging the annual service provider due diligence and presenting the results to the Committee.

Assesses regulatory developments, pronouncements and guidance notes in coordination with Legal partners to determine policy and process implications. Shares assessment results with the Committee.

Monitors for compliance with this Policy and retains records relating to its monitoring activities pursuant to Nuveen’s Records Management program.

Nuveen
Legal

Provides legal guidance as requested.

Governance

Review
and Approval

This Policy
will be reviewed at least annually and will be updated sooner if substantive changes are necessary. The Policy Owner, 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 Stewardship
Group 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.

1.	Financial Statements Contained in Part A: Financial Highlights of Nuveen New York Quality Municipal Income Fund (the “Fund” or the “Registrant”) for:
	●      Six months ended February 28, 2026 (unaudited) and fiscal years ended August 31, 2025, August 31, 2024, February 29, 2024, February 28, 2023, February 28, 2022, and February 28, 2021 (audited) are included in Part A. ●      Fiscal years ended February 29, 2020, February 28, 2019, February 28, 2018, February 28, 2017, September 30, 2016, and September 30, 2015 (audited) are included in Part A.
	Contained in Part B: ●      Financial Statements are incorporated in Part B by reference to the Registrant’s February 28, 2026 Semi-Annual Report (unaudited) on Form N-CSR, as filed with the SEC via EDGAR Accession No. 0001193125-26-210861 on May 7, 2026; ●      Financial Statements are incorporated in Part B by reference to the Registrant’s August 31, 2025 Annual Report (audited) on Form N-CSR, as filed with the SEC via EDGAR Accession No. 0001193125-25-269386 on November 6, 2025.
2.	Exhibits
	a.1	Declaration of Trust dated December 1, 1998, is incorporated herein by reference to Exhibit a.1 of the Registrant’s Registration Statement on Form N-2 (File Nos. 333-170120 and 811-09135), as filed with the SEC via EDGAR Accession No. 0001193125-10-235680 on October 25, 2010.
	a.2	Certificate of Amendment to Declaration of Trust dated April 9, 1999, is incorporated herein by reference to Exhibit a.3 of the Registrant’s Registration Statement on Form N-2 (File Nos. 333-170120 and 811-09135), as filed with the SEC via EDGAR Accession No. 0001193125-10-235680 on October 25, 2010.
	a.3	Certificate of Amendment to Declaration of Trust dated November 18, 2009, is incorporated herein by reference to Exhibit a.4 of the Registrant’s Registration Statement on Form N-2 (File Nos. 333-170120 and 811-09135), as filed with the SEC via EDGAR Accession No. 0001193125-10-235680 on October 25, 2010.

	c.	Not applicable.
	d.	Not applicable.
	e.	Terms and Conditions of the Dividend Reinvestment Plan is incorporated herein by reference to Exhibit e of Nuveen Municipal High Income Opportunity Fund’s Registration Statement on Form N-2 (File Nos. 333-220101 and 811-21449) as filed with the SEC via EDGAR Accession No. 0001193125-19-104006 on April 11, 2019.
	f.	Not applicable.
	g.1	Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC dated October 1, 2014, is incorporated by reference to Exhibit g.1 of the Registrant’s Registration Statement on Form N-2 (File Nos. 333-288347 and 811-09135), as filed with the SEC via EDGAR Accession No. 0001999371-25-010712 on August 6, 2025.
	g.2	Continuance and Amendment of Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC dated May 1, 2024, is incorporated herein by reference to Exhibit g.3 of Nuveen California Quality Municipal Income Fund’s Registration Statement on Form N-2 (File Nos. 333-289350 and 811-09161) as filed with the SEC via EDGAR Accession No. 0001999371-25-010856 on August 7, 2025.
	g.3	Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC dated October 1, 2014, is incorporated herein by reference to Exhibit g.4 of Nuveen California Quality Municipal Income Fund’s Registration Statement on Form N-2 (File Nos. 333-289350 and 811-09161) as filed with the SEC via EDGAR Accession No. 0001999371-25-010856 on August 7, 2025.
	h.	Not applicable.
	i.	Nuveen Fund Board Voluntary Deferred Compensation Plan for Independent Directors and Trustees, effective April 29, 2025, is incorporated herein by reference to Exhibit i. of Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File Nos. 333-291908 and 811-23440), as filed with the SEC via EDGAR Accession No. 0001999371-25-019326 on December 3, 2025.
	j.1	Amended and Restated Master Custodian Agreement, dated July 15, 2015, between the Registrant and State Street Bank and Trust Company is incorporated herein by reference to Exhibit (j)(1) of Nuveen Dynamic Municipal Opportunities Fund’s Registration Statement on Form N-2 (File Nos. 333-234592 and 811-23489) as filed with the SEC via EDGAR Accession No. 0001193125-20-174170 on June 19, 2020.

	j.2	Amendment and revised Appendix A, updated as of July 31, 2020, to the Amended and Restated Master Custodian Agreement dated July 15, 2015 between the Registrant and State Street Bank and Trust Company is incorporated herein by reference to Exhibit j.2 of Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File No. 333-259086 and 811-23489) as filed with the SEC via EDGAR Accession No. 0001193125-21-257648 on August 26, 2021.
	j.3	Amendment and revised Appendix A, effective September 8, 2022, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company dated July 15, 2015 is incorporated herein by reference to Exhibit g.3 to Post-Effective Amendment No. 81 to Nuveen Investment Trust V’s Registration Statement on Form N-1A (File Nos. 333-138592 and 811-21979), as filed with the SEC via EDGAR Accession No. 0001193125-22-314076 on December 29, 2022.
	j.4	Amendment to the Amended and Restated Master Custodian Agreement dated February 20, 2024, between the Registrant and State Street Bank and Trust Company is incorporated herein by reference to Exhibit j.8 of Nuveen California Quality Municipal Income Fund’s Registration Statement on Form N-2 (File No. 333-289350 and 811-09161) as filed with the SEC via EDGAR Accession No. 0001999371-25-010856 on August 7, 2025.
	j.5	Amendment to the Amended and Restated Master Custodian Agreement dated December 11, 2024, between the Registrant and State Street Bank and Trust Company is incorporated herein by reference to Exhibit j.9 of Nuveen California Quality Municipal Income Fund’s Registration Statement on Form N-2 (File No. 333-289350 and 811-09161) as filed with the SEC via EDGAR Accession No. 0001999371-25-010856 on August 7, 2025.
	k.1	Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and Computershare Inc. and Computershare Trust Company, N.A. is incorporated herein by reference to Exhibit (k)(1) of Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File No. 333-234592), as filed with the SEC via EDGAR Accession No. 0001193125-20-174170 on June 19, 2020.
	k.2	First Amendment, dated September 7, 2017, to the Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. is incorporated herein by reference to Exhibit k.2 of Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File Nos. 333-254678 and 811-23440), as filed with the SEC via EDGAR Accession No. 0001193125-21-092969 on March 25, 2021.

	k.3	Second Amendment, dated February 26, 2018, to the Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. is incorporated herein by reference to Exhibit k.3 of Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File Nos. 333-254678 and 811-23440), as filed with the SEC via EDGAR Accession No. 0001193125-21-092969 on March 25, 2021.
	k.4	Third Amendment, effective May 11, 2020, to the Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. is incorporated herein by reference to Exhibit k.4 of Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File Nos. 333-254678 and 811-23440), as filed with the SEC via EDGAR Accession No. 0001193125-21-092969 on March 25, 2021.
	k.5	Amended and Restated Schedule A, effective March 28, 2023, to the Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. is incorporated herein by reference to Exhibit k.5 of Nuveen Select Tax-Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271575 and 811-06548), as filed with the SEC via EDGAR Accession No. 0001193125-23-132482 on May 2, 2023.
	k.6	Amended and Restated Schedule A, effective June 30, 2023, to Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. is incorporated herein by reference to Exhibit k.6 of Nuveen California Quality Municipal Income Fund’s Registration Statement on Form N-2 (File No. 333-289350 and 811-09161), as filed with the SEC via EDGAR Accession No. 0001999371-25-010856 on August 7, 2025.
	k.7	Rule 12d1-4 Investment Agreement between River North Funds as Acquiring Funds and Nuveen CEFs as Acquired Funds, dated January 19, 2022 is incorporated herein by reference to Exhibit k.6 to Nuveen California Select Tax-Free Income Portfolio’s Registration Statement on Form N-2 (Files Nos. 333-271871 and 811-06623), as filed with the SEC via EDGAR Accession No. 0001193125-23-143216 on May 12, 2023.
	k.8	Rule 12d1-4 Investment Agreement between First Trust CEF Income Opportunity ETF and Nuveen CEFs as Acquired Funds dated August 31, 2023, is incorporated herein by reference to Exhibit k.8 to Nuveen California Quality Municipal Income Fund’s Registration Statement on Form N-2 (File No. 333-289350 and 811-09161), as filed with the SEC via EDGAR Accession No. 0001999371-25-010856 on August 7, 2025.

	l.1	Opinion of Stradley Ronon Stevens & Young, LLP to be filed by amendment.
	l.2	Opinion and Consent of [ ] to be filed by amendment.
	m.	Not applicable.
	n.	Consent of [ ], an independent registered public accounting firm, to be filed by amendment.
	o.	Not applicable.
	p.	Not applicable.
	q.	Not applicable.
	r.1	Code of Ethics and Reporting Requirements of Nuveen, dated July 30, 2025, are incorporated herein by reference to Exhibit r.1 of Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File No. 333-291908 and 811-23440), as filed with the SEC via EDGAR Accession No. 0001999371-25-019326 on December 3, 2025.
	r.2	Code of Ethics for the Independent Trustees of the Nuveen Funds, as amended November 20, 2024, are incorporated herein by reference to Exhibit r.2 of Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File No. 333-291908 and 811-23440), as filed with the SEC via EDGAR Accession No. 0001999371-25-019326 on December 3, 2025.
	s.	Calculation of Filing Fees Table is filed herewith.
	t.	Powers of Attorney are filed herewith.

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All dealers that effect transactions in Common Shares, whether or not participating in this offering, may be required to deliver a Prospectus. [ ]-NAN-[ ]

SUBJECT TO COMPLETION, DATED JULY 22, 2026

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All
dealers that effect transactions in Common Shares, whether or not participating in this offering,
may be required to deliver a Prospectus.

[ ]-NAN-[ ]

SUBJECT TO COMPLETION, DATED JULY 22,
2026

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