Terence Toth

About Terence J. Toth

Independent Board Member (Class II; term through 2026) of Nuveen funds including DIAX; joined the Board in 2008. Former Co‑Chair of the Board (since 2024) and previously Chair of the Board (since July 2018). Education: B.S., University of Illinois; MBA, New York University; CEO Perspectives Program, Northwestern University (2005). Birth year 1959; principal career in investment management and securities lending, including CEO/President, Northern Trust Global Investments (2004‑2007) and Executive Vice President, Quantitative Management & Securities Lending (2000‑2004) .

Past Roles

External Roles

Board Governance

• Independence: Nuveen fund Board Members (including Toth) are “Independent Board Members” under the 1940 Act and have not been employees/directors of Nuveen or affiliates; Nominating & Governance and Audit committees are composed entirely of Independent Board Members .
• Current leadership and tenure: Class II Board Member with term to 2026; joined Board in 2008; previously Co‑Chair (2024) and Chair (since 2018) .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
• Committee memberships (current): Investment Committee; Compliance, Risk Management & Regulatory Oversight Committee; Nominating & Governance Committee; Executive Committee .
• Not currently on: Audit Committee; Dividend Committee; Closed‑End Fund Committee .

Fixed Compensation

Notes:

• Fees/expenses are allocated across Nuveen funds on a relative net assets basis; certain fees allocated only to funds discussed at a given meeting .
• Deferred Compensation Plan available: Directors may defer fees; value tracks as if invested in eligible Nuveen funds; distributions in lump sum or 2–20 years .

Performance Compensation

Other Directorships & Interlocks

No current public company directorships disclosed for Toth in the last five years; philanthropic boards listed above .

Expertise & Qualifications

• Deep investment management and securities lending expertise; former CEO/President of Northern Trust Global Investments; extensive global markets experience (Bankers Trust/Northern Trust) .
• Governance experience across multiple boards and committees; long‑tenured independent director since 2008 .
• Education: B.S. (University of Illinois), MBA (NYU), CEO Perspectives Program (Northwestern, 2005) .

Equity Ownership

Additional ownership context:

• Each Board Member’s individual beneficial holdings in each Fund were <1% of outstanding shares; Board Members and officers as a group also <1% (as of Feb 18, 2025) .
• Board principle: each Board Member is expected to invest at least one year of compensation in funds within the Fund Complex (directly or on a deferred basis) .

Director Compensation (Actuals and Deferrals)

Insider Trades & Section 16 Compliance

Governance Assessment

• Board effectiveness: Toth’s long tenure (since 2008) and prior service as Chair/Co‑Chair indicate continuity and deep institutional knowledge. Current memberships on Investment, Compliance, Nominating & Governance, and Executive Committees position him at the core of performance oversight, risk/compliance, and board refresh processes .
• Independence and engagement: Independent under the 1940 Act; committees composed entirely of independent members; attendance ≥75% supports baseline engagement .
• Compensation alignment: The 2024 shift to higher fixed retainers ($350,000 vs. $210,000) and committee retainers reduces reliance on per‑meeting fees, potentially improving predictability but increasing guaranteed pay. The Deferred Compensation Plan (with fund‑tracked accounts) provides an avenue for alignment, though DIAX‑specific ownership is $0 and aggregate fund ownership is disclosed only as “Over $100,000,” which is insufficient to confirm adherence to the “one‑year compensation” investment expectation .
• Potential conflicts/related‑party exposure: No related‑party transactions disclosed for directors. The proxy notes Board Members who own securities in companies advised by affiliates are listed in Appendix A; specific conflict instances for Toth are not detailed in the excerpts reviewed .
• RED FLAGS:
  • Ownership alignment in DIAX is minimal (0 shares) despite the Board’s investment guideline; aggregate disclosure (“Over $100,000”) lacks granularity versus one‑year compensation (~$575,750), limiting verification of full compliance .
  • Significant increase in guaranteed compensation starting 2024 may reduce at‑risk incentives (neutral/structural but notable for pay‑for‑performance lens) .