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1. Election of Board Members

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Pursuant to the organizational documents of each Fund, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For Connecticut Premium, Floating Rate Income, Floating Rate Income Opportunity, Georgia Dividend 2, Intermediate Duration, Intermediate Duration Quality, Maryland Premium, Minnesota Municipal, Missouri Premium, New York AMT-Free, New York Dividend, North Carolina Premium, Senior Income, Short Duration and Virginia Premium, each Fund with Preferred Shares outstanding, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors have been duly elected and qualified.

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It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed in the table below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Fund’s present Board.

Class I Board Members: For Core Equity, Credit Strategies, Diversified Dividend, Energy MLP, Global Equity, Mortgage Opportunity, Mortgage Opportunity 2, New York Value 2, New York Value, Preferred Income Opportunities, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Real Asset, Real Estate Income, S&P Buy-Write, S&P Dynamic Overwrite, Tax-Advantaged Dividend and Tax-Advantaged Return, Board Members Hunter, Stockdale Stone and StringerStone were last elected to each Fund’s Board as Class I Board Members at the annual meeting of shareholders held on April 3, 2013. For New York Dividend and New York AMT-Free, Board Members Stockdale Stone and StringerStone were last elected to eachthe Fund’s Board as Class I Board Members at the annual meeting of shareholders held on April 3, 2013 and August 7, 2013.2013, respectively. For Connecticut Premium, Floating Rate Income, Floating Rate Income Opportunity, Georgia Dividend 2, Maryland Premium, Missouri Premium, North Carolina Premium, Preferred Income Term Senior Income,and Short Duration, and Virginia Premium Board Members Hunter, Stockdale Stone and StringerStone were last elected to each Fund’s Board as Class I Board Members at the annual meeting of shareholders held on November 26, 2013. For Connecticut Premium, Floating Rate Income, Floating Rate Opportunity, Georgia Dividend 2, Maryland Premium, Missouri Premium, North Carolina Premium, Senior Income and Virginia Premium, Board Members Stockdale and Stone were last elected to each Fund’s Board as Class I Board Members at the annual meeting of shareholders held on November 26, 2013.

Class II Board Members: For New York AMT-Free,Dividend, Board Members Adams, Kundert, Nelson and Toth were last elected to the Fund’s Board as Class II Board Members at the annual meeting of shareholders held on May 6, 2011. For Connecticut Premium, Floating Rate Income, Floating Rate Income Opportunity, Georgia Dividend 2, Maryland Premium, Missouri Premium, North Carolina Premium, Senior Income and Virginia Premium, Board Members Kundert and Toth were last elected to each Fund’s Board as Class II Board Members at the annual meeting of shareholders held on November 15, 2011,January 10, 2014, adjourned to December 26, 2011 for Maryland Premium, Missouri Premium and Virginia Premium andFebruary 7, 2014, adjourned to January 31, 2012 for Connecticut Premium, Georgia Dividend 2 and North Carolina Premium.March 7, 2014. For Credit Strategies, Flexible Investment, Intermediate Duration, Intermediate Duration Quality and Preferred Income Opportunities, Quality Preferred, Quality Preferred 2 and Quality Preferred 3, Board Members Adams, Kundert, Nelson and Toth were last elected to each Fund’s Board as Class II Board Members at the annual meeting of shareholders held on April 11, 2014. For Core Equity, Diversified Dividend, Energy MLP, Global Equity, Mortgage Opportunity, Mortgage Opportunity 2, New York AMT-Free, New York Value 2, New York Value, Real Asset, Real Estate Income, S&P Dynamic Overwrite, Senior Income, Tax-Advantaged Dividend and Tax-Advantaged Return, Board Members Adams, Kundert, Nelson and Toth were last elected to each Fund’s Board as Class II Board Members at the specialannual meeting of

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shareholders held on August 5, 2014. For S&P Buy-Write, Board Members Adams, Kundert, Nelson and Toth were last elected to the Fund’s Board as Class II Board Members at the specialannual meeting of shareholders held on September 19, 2014. For Connecticut Premium, Floating Rate Income, Floating Rate Income Opportunity, Georgia Dividend 2, Maryland Premium, Missouri Premium, New York AMT-Free, North Carolina Premium, Preferred Income Term, Senior Income, Short Duration and Virginia Premium, Mr. Adams and Mr. Nelson were appointed as Board Members Adams, Kundert, Nelson and designatedToth were last elected to each Fund’s Board as Class II Board Members at the annual meeting of shareholders held on September 1, 2013.March 26, 2015.

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Class III Board Members: For Core Equity, Credit Strategies, Diversified Dividend,each Fund except Dow Dynamic Overwrite, High Income 2020, Global Equity, Mortgage Opportunity, Mortgage Opportunity 2,High Income, NASDAQ Dynamic Overwrite and New York Value 2, New York Value, Preferred Income Opportunities, Real Estate Income, Quality Preferred, Quality Preferred 2, Quality Preferred 3, S&P Buy-Write, S&P Dynamic Overwrite, Senior Income, Tax-Advantaged Dividend, and Tax-Advantaged Return, Board Members Evans and SchneiderSchreier were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on March 30, 2012, adjourned to May 8, 2012 for26, 2015. For All Cap Energy, Core Equity, Credit Strategies, Diversified Dividend, Energy MLP, Flexible Investment, Mortgage Opportunity, Mortgage Opportunity 2, Multi-Market Income, New York Value. ForValue 2, New York AMT-Free, Mr. Evans was last elected to the Fund’s Board as a Class IIIValue, Preferred Income Term, Preferred Income Opportunities, Real Asset, Real Estate Income, Short Duration, S&PBuy-Write, S&P Dynamic Overwrite, Tax-Advantaged Dividend and Tax-Advantaged Return, Board Member at the annual meeting of shareholders held on March 30, 2012, adjourned to May 8, 2012. For Connecticut Premium, Floating Rate Income, Floating Rate Income Opportunity, Georgia Dividend 2, Maryland Premium, Missouri Premium, North Carolina Premium, Senior Income and Virginia Premium, Mr. EvansSchneider was last elected to each Fund’s Board as a Class III Board Member at the annual meeting of shareholders held on November 14, 2012,March 26, 2015. For New York Dividend, Board Members Evans and Schreier were last elected to the Fund’s Board as Class III Board Members at the annual meeting of shareholders held on April 20, 2015, adjourned to December 14, 2012.May 18, 2015. For Dow Dynamic Overwrite, Global High Income and NASDAQ Dynamic Overwrite, Board Members Evans, Schneider and Schreier were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on August 5, 2015.

Board Members Elected by Holders of Preferred Shares: For Connecticut Premium, Credit Strategies, Flexible Investment, Floating Rate Income, Floating Rate Income Opportunity, Georgia Dividend 2, Intermediate Duration, Intermediate Duration Quality, Maryland Premium, Minnesota Municipal, Missouri Premium, New York AMT-Free, North Carolina Premium, Preferred Income Term, Preferred Income Opportunities, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Senior Income Short Duration, S&P Buy-Write and Virginia Premium, Mr. Schreier was last elected to each Fund’s Board as a Class III Board Member at the special meeting of shareholders held on August 5, 2014. For Core Equity, Diversified Dividend, Energy MLP, Global Equity, Mortgage Opportunity, Mortgage Opportunity 2, New York AMT-Free, New York Value 2, New York Value, Real Estate Income, S&P Buy-Write, S&P Dynamic Overwrite, Tax-Advantaged Dividend and Tax-Advantaged Return, Mr. Schreier was appointed as a Board Member and designated as a Class III Board Member on September 1, 2013.

For Intermediate Duration and Intermediate Duration Quality, Board Members Hunter and Schneider were lastlasted elected to each Fund’s Board at the annual meeting of shareholders held on April 11, 2014.March 26, 2015. For Connecticut Premium, GeorgiaNew York Dividend, 2, Maryland Premium, Missouri Premium, North Carolina Premium and Virginia Premium, Board Members Hunter and Schneider were lastlasted elected to eachthe Fund’s Board at the annual meeting of shareholders held on November 26, 2013. For Floating Rate Income, Floating Rate Income Opportunity and Senior Income, Mr. Hunter was last elected to each Fund’s Board at the annual meeting of shareholders held on November 26, 2013 and Mr. Schneider was last elected to each Fund’s Board at the annual meeting of shareholders held on November 14, 2012,April 20, 2015, adjourned to May 18, 2015.

Board Member Appointments/Initial Elections: For Intermediate Duration and Intermediate Duration Quality, Board Members Stockdale and Stone were appointed by the initial shareholder of each Fund on December 14, 2012.

5, 2012 and February 7, 2013, respectively. For Flexible Investment, Board Members Evans, Hunter, Schneider, Stockdale Stone and StringerStone were appointed by the initial shareholder of the Fund on June 25, 2013. For Intermediate Duration and Intermediate Duration Quality,All Cap Energy, Board Members Evans,Adams, Hunter, Kundert, Nelson, Stockdale, Stone and Stringer were appointed by the initial shareholder of the Funds on December 5, 2012 and February 7, 2013, respectively. For Preferred Income Term, Board Members Evans, Kundert,

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Schneider and Toth were appointed by the initial shareholder of the Fund on July 26, 2012.January 24, 2014. For Short Duration,Multi-Market Income, Board Members Adams, Hunter, Kundert, Nelson, Stockdale, Stone and Toth were appointed by the initial shareholdertrustee of the Fund on May 23, 2011.

For All Cap Energy, each Board Member was appointed by the initial shareholder of the Fund on March 26,June 18, 2014. For Minnesota Municipal, each Board Member wasMembers Adams, Kundert, Nelson, Stockdale, Stone and Toth were appointed by the predecessor board of the Fund on October 3, 2014. For Multi-MarketGlobal High Income, Board Members Adams, Hunter, Kundert, Nelson, Stockdale, Stone and Toth were appointed by the initial shareholder of the Fund on November 21, 2014. For Dow Dynamic Overwrite and NASDAQ Dynamic Overwrite, Board Members Adams, Hunter, Kundert, Nelson, Stockdale, Stone and Toth were appointed by the initial shareholder of each Fund on December 12, 2014. For High Income 2020, each Board Member, except Ms. Wolff, was appointed by the initial trusteeshareholder of the Fund on June 18, 2014.July 27, 2015.

On February 4, 2016, Ms. Wolff was appointed as a Board Member and designated as a Class I Board Member for each Fund, effective February 15, 2016.

Other than Messrs. Adams and Schreier, all Board Member nominees and current and continuing Board Members are not “interested persons,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the Funds or the Adviser, Nuveen Fund Advisors, LLC (“Adviser”), and have never been an employee or director of Nuveen, the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”

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

Board Nominees/Board Members

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In order to create an appropriate identity of interests between Board Members and shareholders, the Boards of Directors/Trustees of the Nuveen funds have adopted a governance principle pursuant to which each Board Member is expected to invest, either directly or on a deferred basis, at least the equivalent of one year of compensation in the funds in the Nuveen fund complex.

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The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen funds overseen by the Board Member as of December 31, 20142015 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, 20142015 is also set forth in Appendix A. On December 31, 2014,2015, Board Members and executive officers as a group beneficially owned approximately 1,400,0001.7 million shares of all funds managed by the Adviser (including shares held by the Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveen’s 401(k)/profit sharing plan). As of February 9, 2015,22, 2016, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of February 9, 2015,22, 2016, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund. As of February 9, 2015,22, 2016, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.

Compensation

Prior to January 1, 2015,2016, each Independent Board Member received a $150,000$160,000 annual retainer plus: (a) a fee of $5,000$5,250 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled meetings of the Board where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held; and (g) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance was required and $250 per

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meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance was not required, and $100 per meeting when the Executive Committee acted as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chairman of the Board received $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Closed-End Funds Committee received $12,500 each and the chairperson of the Nominating and Governance Committee received $5,000 as additional annual retainers. Independent Board Members also received a fee of $3,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting

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was held. When ad hoc committees were organized, the Nominating and Governance Committee at the time of formation determined compensation to be paid to the members of such committees; however, in general, such fees were $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance was required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required. The annual retainer, fees and expenses were allocated among the Nuveen funds on the basis of relative net assets, although management mightmay have, in its discretion, established a minimum amount to be allocated to each fund.

Effective January 1, 2015,2016, each Independent Board Members receiveMember receives a $160,000$170,000 annual retainer plus: (a) a fee of $5,250$5,550 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled meetings of the Board where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chairman of the Board receives $75,000,$80,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, and the Closed-End Funds Committee and the Nominating and Governance Committee receive $12,500 each and the chairperson of the Nominating and

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Governance Committee receives $5,000 as additional annual retainers. Independent Board Members also receive a fee of $3,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to each fund.

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The Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) participate in a deferred compensation plan (the “Deferred Compensation Plan”) that permits an Independent Board Member to elect to defer receipt of all or a portion of his or her compensation as an Independent Board Member. The deferred compensation of a participating Independent Board Member is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such Independent Board Member. The value of thean Independent Board Member’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen funds. At the time for commencing distributions from an Independent Board Member’s deferral account, the Independent Board Member may elect to receive distributions in a lump sum or over a period of five years. The Participating Fund will not be liable for any other fund’s obligations to make distributions under the Deferred Compensation Plan.

Other than Energy MLP, theThe Funds have no employees. The officers of the Funds and the Board Members of each Fund who are not Independent Board Members serve without any compensation from the Funds.

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The table below shows, for each Independent Board Member, the aggregate compensation paid by each Fund to eachthe Independent Board Member Member/nominee for its last fiscal year.

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