UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC)
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
MARCH 22, 2005 60606
(800) 257-8787
FEBRUARY 17, 2005
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK)
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN)
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY)
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP)
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN)
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN)
NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO)
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF)
NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK)
NUVEEN REAL ESTATE INCOME FUND (JRS)
NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD)
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC)
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC)
NUVEEN QUALITY PREFERRED INCOME FUND (JTP)
NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS)
NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP)
NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA)
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
New York Dividend Advantage Municipal Fund, Nuveen New York Dividend Advantage
Municipal Fund 2, Nuveen Insured New York Dividend Advantage Municipal Fund,
Nuveen Insured New York Tax-Free Advantage Municipal Fund, Nuveen Real Estate
Income Fund ("Real Estate"), Nuveen Diversified Dividend and Income Fund
("Diversified Dividend"), Nuveen Preferred and Convertible Income Fund
("Preferred Convertible"), Nuveen Preferred and Convertible Income Fund 2
("Preferred Convertible 2"), Nuveen Quality Preferred Income Fund ("Quality
Preferred"), Nuveen Quality Preferred Income Fund 2 ("Quality Preferred 2"),
Nuveen Quality Preferred Income Fund 3 ("Quality Preferred 3") and Nuveen
Tax-Advantaged Total Return Strategy Fund ("Tax-Advantaged"), each a
Massachusetts business trust, and Nuveen New York Investment Quality Municipal
Fund, Inc., Nuveen New York Municipal Value Fund, Inc. ("New York Value"),
Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen New York Quality
Income Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund, Inc.
and Nuveen Insured New York Premium Income Municipal Fund, Inc., each a
Minnesota corporation (individually, a "Fund" and collectively, the "Funds"),
will be held in the 31st Floor Conference Room of Nuveen Investments, 333 West
Wacker Drive, Chicago, Illinois, on Tuesday, March 22, 2005, at 10:00 a.m.,
Chicago time (for each Fund, an "Annual Meeting"),
for the following purposes and to transact such other business, if any, as may
properly come before the Annual Meeting.
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To elect Members to the Board of Directors/Trustees (each a "Board" and each
Director or Trustee a "Board Member") of each Fund as outlined below:
a. For each Fund, except New York Value, Real Estate and Diversified
Dividend, to elect nine (9) Board Members to serve until the next Annual
Meeting and until their successors shall have been duly elected and
qualified.
i) seven (7) Board Members to be elected by the holders of Common Shares
and FundPreferred shares for Preferred Convertible, Preferred
Convertible 2, Quality Preferred, Quality Preferred 2, Quality
Preferred 3 and Tax-Advantaged; and Municipal Auction Rate Cumulative
Preferred Shares for each other Fund (collectively, "Preferred
Shares"), voting together as a single class; and
ii) two (2) Board Members to be elected by the holders of Preferred
Shares only, voting separately as a single class.
b. For Real Estate and Diversified Dividend, to elect eight (8) Board
Members to serve until the next Annual Meeting and until their
successors shall have been duly elected and qualified.
i) six (6) Board Members to be elected by the holders of Common Shares
and Preferred Shares, voting together as a single class; and
ii) two (2) Board Members to be elected by the holders of Preferred
Shares only, voting separately as a single class.
c. For New York Value, to elect five (5) Board Members for multiple year
terms or until their successors shall have been duly elected and
qualified.
2. To transact such other business as may properly come before the Annual
Meeting.
Shareholders of record at the close of business on January 24, 2005 are entitled
to notice of and to vote at the Annual Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO
AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE
REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER
THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY
TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND
FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER
THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW
THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE.
Jessica R. Droeger
Vice President and Secretary
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
FEBRUARY 17, 2005
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK)
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN)
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY)
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP)
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN)
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN)
NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO)
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF)
NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK)
NUVEEN REAL ESTATE INCOME FUND (JRS)
NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD)
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC)
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC)
NUVEEN QUALITY PREFERRED INCOME FUND (JTP)
NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS)
NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP)
NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA)
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Trustees (each a "Board" and collectively, the
"Boards," and each Director or Trustee a "Board Member" and collectively, the
"Board Members") of each of Nuveen New York Dividend Advantage Municipal Fund
("New York Dividend"), Nuveen New York Dividend Advantage Municipal Fund 2 ("New
York Dividend 2"), Nuveen Insured New York Dividend Advantage Municipal Fund
("Insured New York Dividend"), Nuveen Insured New York Tax-Free Advantage
Municipal Fund ("Insured New York Tax-Free"), Nuveen Real Estate Income Fund
("Real Estate"), Nuveen Diversified Dividend and Income Fund ("Diversified
Dividend"), Nuveen Preferred and Convertible Income Fund ("Preferred
Convertible"), Nuveen Preferred and Convertible Income Fund 2 ("Preferred
Convertible 2"), Nuveen Quality Preferred Income Fund ("Quality Preferred"),
Nuveen Quality Preferred Income Fund 2 ("Quality Preferred 2"), Nuveen Quality
Preferred Income Fund 3 ("Quality Preferred 3") and Nuveen Tax-Advantaged Total
Return Strategy Fund ("Tax-Advantaged"), each a Massachusetts business trust
(collectively, the "Massachusetts Business Trusts"), and Nuveen New York
Investment Quality Municipal Fund, Inc. ("New York Investment Quality"), Nuveen
New York Municipal Value Fund, Inc. ("New York Value"), Nuveen New York
Performance Plus Municipal Fund, Inc. ("New York Performance Plus"), Nuveen New
York Quality Income Municipal Fund, Inc. ("New York Quality"), Nuveen New York
Select Quality Municipal Fund, Inc. ("New York Select") and Nuveen Insured New
York Premium Income Municipal Fund, Inc. ("Insured New
1
York Premium") (New York Dividend, New York Dividend 2, New York Investment
Quality, New York Value, New York Performance Plus, New York Quality, New York
Select, Insured New York Dividend, Insured New York Premium and Insured New York
Tax-Free are collectively the "New York Funds"), each a Minnesota corporation
(collectively, the "Minnesota Corporations") (the Massachusetts Business Trusts
and Minnesota Corporations are each a "Fund" and collectively, the "Funds"), of
proxies to be voted at the Annual Meeting of Shareholders to be held in the 31st
Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois, on Tuesday, March 22, 2005, at 10:00 a.m., Chicago time (for each
Fund, an "Annual Meeting" and collectively, the "Annual Meetings"), and at any
and all adjournments thereof.
On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is specified, the shares will be voted FOR the
election of the nominees as listed in this Joint Proxy Statement. Shareholders
who execute proxies may revoke them at any time before they are voted by filing
with that Fund a written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
This Joint Proxy Statement is first being mailed to shareholders on or about
February 17, 2005.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders.
The following table indicates which shareholders are solicited with respect to
each matter:
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MATTER COMMON SHARES PREFERRED SHARES(1)
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1a(i). Election of seven (7) Board Members by X X
all shareholders (except New York Value,
Real Estate and Diversified Dividend)
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a(ii). Election of two (2) Board Members by X
Preferred Shares only (except New York
Value, Real Estate and Diversified
Dividend)
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b(i). Election of six (6) Board Members for X X
Real Estate and Diversified Dividend by
all shareholders
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b(ii). Election of two (2) Board Members for X
Real Estate and Diversified Dividend by
Preferred Shares only
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c. Election of five (5) Board Members for X N/A
New York Value by all shareholders
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(1) FundPreferred shares for Real Estate, Diversified Dividend, Preferred
Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred
2, Quality Preferred 3 and Tax-Advantaged; and Municipal Auction Rate
Cumulative Preferred Shares ("MuniPreferred") for each other Fund are
referred to as "Preferred Shares."
A quorum of shareholders is required to take action at each Annual Meeting. A
majority of the shares entitled to vote at each Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at that Annual
Meeting, except that for the election of the two Board Member nominees to be
elected by holders of Preferred Shares of each Fund (except New York Value),
33 1/3% of the Preferred Shares entitled to vote and represented in
2
person or by proxy will constitute a quorum. Votes cast by proxy or in person at
each Annual Meeting will be tabulated by the inspectors of election appointed
for that Annual Meeting. The inspectors of election will determine whether or
not a quorum is present at the Annual Meeting. The inspectors of election will
treat abstentions and "broker non-votes" (i.e., shares held by brokers or
nominees, typically in "street name," as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) as present for purposes of determining a quorum.
For purposes of determining the approval of the proposal to elect nominees for
each of the Massachusetts Business Trusts, abstentions and broker non-votes will
have no effect on the election of Board Members. For purposes of determining the
approval of the proposal to elect nominees for each of the Minnesota
Corporations, abstentions and broker non-votes will have the effect of a vote
against the election of Board Members. The details of the proposal to be voted
on by the shareholders and the vote required for approval of the proposal is set
forth under the description of the proposal below.
Preferred Shares held in "street name" as to which voting instructions have not
been received from the beneficial owners or persons entitled to vote as of one
business day before the Annual Meeting, or, if adjourned, one business day
before the day to which the Annual Meeting is adjourned, and that would
otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New
York Stock Exchange, be voted by the broker on the proposal in the same
proportion as the votes cast by all Preferred shareholders as a class who have
voted on the proposal or in the same proportion as the votes cast by all
Preferred shareholders of the Fund who have voted on that item. Rule 452 permits
proportionate voting of Preferred Shares with respect to a particular item if,
among other things, (i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the holders of such
shares with respect to such item and (ii) less than 10% of the Preferred Shares
or shares of a series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of meeting the 30%
test, abstentions will be treated as shares "voted" and, for the purpose of
meeting the 10% test, abstentions will not be treated as shares "voted" against
the item.
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Those persons who were shareholders of record at the close of business on
January 24, 2005 will be entitled to one vote for each share held. As of January
24, 2005, the shares of the Funds were issued and outstanding as follows:
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FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
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New York Dividend NAN 9,915,882 2,760 Series F
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New York Dividend 2 NXK 6,457,000 1,880 Series W
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New York Investment NQN 17,720,933 960 Series M
Quality 2,400 Series T
2,400 Series F
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New York Value NNY 15,120,364 N/A
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New York Performance NNP 14,977,135 1,600 Series M
Plus
800 Series T
2,000 Series W
572 Series F
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New York Quality NUN 24,083,739 2,200 Series M
2,200 Series W
2,400 Series TH
1,080 Series F
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New York Select NVN 23,435,202 1,720 Series T
2,400 Series W
3,600 Series TH
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Insured New York NKO 7,957,934 2,440 Series TH
Dividend
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Insured New York NNF 8,329,215 1,320 Series M
Premium
1,280 Series T
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Insured New York NRK 3,512,848 1,080 Series TH
Tax-Free
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Real Estate JRS 28,136,413 1,720 Series M
1,720 Series T
1,720 Series W
1,720 Series F
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Diversified Dividend JDD 20,145,123 2,400 Series T
2,400 Series W
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Preferred Convertible JPC 100,123,177 4,720 Series M
4,720 Series T
4,720 Series W
4,720 Series TH
4,720 Series F
4,720 Series F2
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Preferred Convertible JQC 141,007,000 3,860 Series M
2
3,860 Series M2
3,860 Series T
3,860 Series T2
3,860 Series W
3,860 Series W2
3,860 Series TH
3,860 Series TH2
3,860 Series F
3,860 Series F2
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4
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FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
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Quality Preferred JTP 64,462,104 3,520 Series M
3,520 Series T
3,520 Series W
3,520 Series TH
3,520 Series F
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Quality Preferred 2 JPS 119,541,842 4,800 Series M
4,800 Series T
4,000 Series T2
4,800 Series W
4,800 Series TH
4,000 Series TH2
4,800 Series F
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Quality Preferred 3 JHP 23,642,721 3,320 Series M
3,320 Series TH
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Tax-Advantaged JTA 13,855,240 1,800 Series W
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* The common shares of all of the Funds are listed on the New York Stock
Exchange, except NXK, NKO, NRK and JRS, which are listed on the American Stock
Exchange.
ELECTION OF BOARD MEMBERS
GENERAL
At each Fund's Annual Meeting, Board Members are to be elected to serve until
the next Annual Meeting or until their successors shall have been duly elected
and qualified. Under the terms of each Fund's organizational documents (except
New York Value), under normal circumstances, holders of Preferred Shares are
entitled to elect two (2) Board Members, and the remaining Board Members are to
be elected by holders of Common Shares and Preferred Shares, voting together as
a single class. Pursuant to the organizational documents of New York Value, the
Board is divided into three classes, with each class being elected to serve a
term of three years. For New York Value, five (5) Board Members are nominated to
be elected at this meeting to serve for multiple year terms.
A. FOR EACH FUND EXCEPT NEW YORK VALUE, REAL ESTATE AND DIVERSIFIED DIVIDEND:
(i) seven (7) Board Members are to be elected by holders of Common Shares
and Preferred Shares, voting together as a single class. Board Members
Bremner, Brown, Evans, Hunter, Kundert, Stockdale and Sunshine are
nominees for election by all shareholders.
(ii) holders of Preferred Shares, each series voting together as a single
class, are entitled to elect two (2) of the Board Members. Board
Members Schneider and Schwertfeger are nominees for election by
holders of Preferred Shares.
B. FOR REAL ESTATE AND DIVERSIFIED DIVIDEND:
(i) six (6) Board Members are to be elected by holders of Common Shares
and Preferred Shares, voting together as a single class. Board Members
Bremner, Brown, Evans, Hunter, Stockdale and Sunshine are nominees for
election by all shareholders.
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(ii) holders of Preferred Shares, each series voting together as a single
class, are entitled to elect two (2) of the Board Members. Board
Members Schneider and Schwertfeger are nominees for election by
holders of Preferred Shares.
C. FOR NEW YORK VALUE: The Board of New York Value has designated Board Members
Brown and Schwertfeger as Class I Board Members, and as nominees for Board
Members for a term expiring at the annual meeting of shareholders in 2007, and
until their successors have been duly elected and qualified. The Board of New
York Value has designated Board Members Hunter, Kundert and Sunshine as Class II
Board Members, and as nominees for a term expiring at the annual meeting of
shareholders in 2008. The remaining Board Members Bremner, Evans, Schneider and
Stockdale are current and continuing Board Members. The Board of New York Value
has designated Board Members Bremner, Evans, Schneider and Stockdale as
continuing Class III Board Members for terms that expire in 2006.
For each Minnesota Corporation, the affirmative vote of a majority of the shares
present and entitled to vote at the Annual Meeting will be required to elect the
Board Members of that Minnesota Corporation. For each Massachusetts Business
Trust, the affirmative vote of a plurality of the shares present and entitled to
vote at the Annual Meeting will be required to elect the Board Members of that
Massachusetts Business Trust.
Under each Fund's retirement policy for Board Members who are not "interested
persons" of the Fund, as defined in the Investment Company Act of 1940, as
amended ("1940 Act"), ("Independent Board Members"), which provides that
Independent Board Members will retire at the earlier of age 72 or after board
service of 15 years, former Board Members Thomas E. Leafstrand and Sheila W.
Wellington retired on June 30, 2004 and will therefore not stand for
re-election. In addition, former Board Members Anne E. Impellizzeri, William L.
Kissick and Peter R. Sawers, who did not reach the age or service period at
which retirement would be called for under the retirement policy, also retired
on June 30, 2004 and will therefore not stand for re-election. Former Board
Member William E. Bennett, who also did not reach the age or service period at
which retirement would be called for under the retirement policy, resigned
effective April 30, 2004 and will therefore not stand for re-election.
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 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.
Except for New York Value, Real Estate, Diversified Dividend, Preferred
Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2,
Quality Preferred 3 and Tax-Advantaged, all Board Member nominees, except Board
Members Hunter, Kundert and Sunshine, were last elected to each Fund's Board at
the annual meeting of shareholders held on December 17, 2003. All nominees to
the Board of Real Estate and Diversified Dividend, except Messrs. Hunter and
Sunshine, were last elected to the Board of Real Estate and Diversified Dividend
at the annual meeting of shareholders held on January 20, 2004 and March 24,
2004, respectively. All Board Member nominees, except Messrs. Kundert and
Sunshine, were last elected to the Board of Preferred Convertible, Preferred
Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3 at
the annual meeting of shareholders held on November 17, 2004. Board Members
Bremner, Evans, Schneider and
6
Stockdale were last elected as Class III members of the Board of New York Value
at the annual meeting of shareholders held on December 17, 2003. Board Members
Brown and Schwertfeger were last elected as Class I members of the Board of New
York Value at the annual meeting of shareholders held on December 19, 2001. This
is the first Annual Meeting of Tax-Advantaged. All Board Member nominees of
Tax-Advantaged, except Messrs. Hunter, Kundert and Sunshine, were elected by the
initial shareholder of the Fund, Nuveen Institutional Advisory Corp., on January
12, 2004. Mr. Hunter was appointed on February 15, 2004 and May 16, 2004 to the
Boards of the Minnesota Corporations and Massachusetts Business Trusts,
respectively. In November 2004, Messrs. Kundert and Sunshine were appointed to
the each Fund's Board effective February 23, 2005, except Mr. Kundert was not
appointed to the Boards of Real Estate and Diversified Dividend. Messrs. Hunter,
Kundert and Sunshine are presented in this Joint Proxy Statement as nominees for
election by shareholders and were nominated by the nominating and governance
committee of each Fund's Board, except Mr. Kundert was not nominated to the
Boards of Real Estate and Diversified Dividend.
Other than Mr. Schwertfeger, none of the Board Member nominees has ever been a
director or an employee of Nuveen Investments, Inc. ("Nuveen"), the parent
company of Nuveen Asset Management (the "Adviser"), or any affiliate.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED HEREIN.
BOARD NOMINEES
NUMBER OF
PORTFOLIOS IN OTHER
POSITION(S) TERM OF OFFICE FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY BOARD
AND BIRTH DATE FUND TIME SERVED** DURING PAST 5 YEARS BOARD MEMBER MEMBER
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Nominees who are not
interested persons of
the Funds
Robert P. Bremner Board Term: Annual Private Investor and 153 N/A
c/o Nuveen Member Length of Management Consultant.
Investments, Inc. Service: Since
333 West Wacker Drive 1996
Chicago, IL 60606
(8/22/40)
Lawrence H. Brown Board Term: Annual Retired (1989) as Senior 153 See Principal
c/o Nuveen Member Length of Vice President of The Occupation
Investments, Inc. Service: Since Northern Trust Company; Description
333 West Wacker Drive 1993 Director, Community
Chicago, IL 60606 Advisory Board for
(7/29/34) Highland Park and
Highwood, United Way of
the North Shore (since
2002).
7
NUMBER OF
PORTFOLIOS IN OTHER
POSITION(S) TERM OF OFFICE FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY BOARD
AND BIRTH DATE FUND TIME SERVED** DURING PAST 5 YEARS BOARD MEMBER MEMBER
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Jack B. Evans Board Term: Annual President, The 153 See Principal
c/o Nuveen Member Length of Hall-Perrine Foundation, Occupation
Investments, Inc. Service: Since a private philanthropic Description
333 West Wacker Drive 1999 corporation (since 1996);
Chicago, IL 60606 Director and Vice
(10/22/48) Chairman, United Fire
Group, a publicly held
company; Adjunct Faculty
Member, University of
Iowa; Director, Gazette
Companies; Life Trustee
of Coe College; Director,
Iowa College Foundation;
formerly, Director,
Alliant Energy; formerly,
Director, Federal Reserve
Bank of Chicago;
previously, President and
Chief Operating Officer,
SCI Financial Group,
Inc., a regional
financial services firm.
William C. Hunter Board Term: Annual Dean and Distinguished 153 See Principal
c/o Nuveen Member Length of Professor of Finance, Occupation
Investments, Inc. Service: Since School of Business at the Description
333 West Wacker Drive 2004 University of
Chicago, IL 60606 Connecticut; previously,
(3/6/48) Senior Vice President and
Director of Research at
the Federal Reserve Bank
of Chicago
(1995 -- 2003); Director,
Credit Research Center at
Georgetown University;
Director (since 2004) of
Xerox Corporation, a
publicly held company.
David J. Kundert Board Term: Annual Retired (2004) as 151 See Principal
c/o Nuveen Member Length of Chairman, JPMorgan Occupation
Investments, Inc. Service: Since Fleming Asset Management, Description
333 West Wacker Drive 2005 President and CEO, Banc
Chicago, IL 60606 One Investment Advisors
(10/28/42) Corporation, and
President, One Group
Mutual Funds; prior
thereto, Executive Vice
President, Bank One
Corporation and Chairman
and CEO, Banc One
Investment Management
Group; Board of Regents,
Luther College; currently
a member of the American
and Wisconsin Bar
Associations.
8
NUMBER OF
PORTFOLIOS IN OTHER
POSITION(S) TERM OF OFFICE FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY BOARD
AND BIRTH DATE FUND TIME SERVED** DURING PAST 5 YEARS BOARD MEMBER MEMBER
------------------------------------------------------------------------------------------------------------
William J. Schneider Board Term: Annual Chairman, formerly, 153 See Principal
c/o Nuveen Member Length of Senior Partner and Chief Occupation
Investments, Inc. Service: Since Operating Officer, Description
333 West Wacker Drive 1996 Miller-Valentine Partners
Chicago, IL 60606 Ltd., a real estate
(9/24/44) investment company;
formerly, Vice President,
Miller-Valentine Realty,
a construction company;
Director, Chair of the
Finance Committee and
Member of the Audit
Committee of Premier
Health Partners, the
not-for-profit parent
company of Miami Valley
Hospital; President of
the Dayton Philharmonic
Orchestra Association;
Director and Immediate
Past Chair, Dayton
Development Coalition;
formerly, Member,
Community Advisory Board,
National City Bank,
Dayton, Ohio; and
Business Advisory
Council, Cleveland
Federal Reserve Bank.
Judith M. Stockdale Board Term: Annual Executive Director, 153 N/A
c/o Nuveen Member Length of Gaylord and Dorothy
Investments, Inc Service: Since Donnelley Foundation
333 West Wacker Drive 1997 (since 1994); prior
Chicago, IL 60606 thereto, Executive
(12/29/47) Director, Great Lakes
Protection Fund (from
1990 to 1994).
Eugene S. Sunshine Board Term: Annual Senior Vice President for 153 See Principal
c/o Nuveen Member Length of Business and Finance Occupation
Investments, Inc. Service: Since (since 1997), Description
333 West Wacker Drive 2005 Northwestern University;
Chicago, IL 60606 Director (since 2003),
(1/22/50) Chicago Board of Options
Exchange; Director (since
2003), National Mentor
Holdings, a privately-
held, national provider
of home and
community-based services;
Chairman (since 1997),
Board of Directors,
Rubicon, an insurance
company owned by
Northwestern University;
Director (since 1997),
Evanston Chamber of
Commerce and Evanston
Inventure, a business
development organization.
9
NUMBER OF
PORTFOLIOS IN OTHER
FUND COMPLEX DIRECTORSHIPS
POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BOARD BOARD
AND BIRTH DATE FUND TIME SERVED** DURING PAST 5 YEARS MEMBER MEMBER
--------------------------------------------------------------------------------------------------------------
Nominee who is an
interested person of
the Funds
*Timothy R. Chairman of Term: Annual Chairman and Director 153 See Principal
Schwertfeger the Board Length of (since 1996) of Nuveen Occupation
333 West Wacker Drive and Board Service: Since Investments, Inc. and Description
Chicago, IL 60606 Member 1996 Nuveen Investments, LLC;
(3/28/49) Chairman and Director
(since 1997) of Nuveen
Asset Management; Director
(since 1996) of
Institutional Capital
Corporation; Chairman and
Director (since 1999) of
Rittenhouse Asset
Management, Inc.; Chairman
of Nuveen Investments
Advisers, Inc. (since
2002); Director (from 1992
to 2004) and Chairman (from
1996 to 2004) of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory
Corp.***
--------------------------------------------------------------------------------------------------------------
* "Interested person" as defined in the 1940 Act, by reason of being an officer
and director of each Fund's adviser.
** Length of Service indicates the year in which the individual became a
Trustee or Director of a fund in the Nuveen fund complex. Mr. Hunter has
served as a Trustee or Director of each Fund since February 15, 2004 and May
16, 2004 for the Boards of the Minnesota Corporations and Massachusetts
Business Trusts, respectively. In November 2004, Messrs. Kundert and
Sunshine were appointed to each Fund's Board, effective February 23, 2005,
except Mr. Kundert was not appointed to the Boards of Real Estate and
Diversified Dividend.
*** Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were
reorganized into Nuveen Asset Management, effective January 1, 2005.
10
BENEFICIAL OWNERSHIP
The following table lists the dollar range of equity securities beneficially
owned by each Board Member nominee in each Fund and in all Nuveen funds overseen
by the Board Member nominee as of December 31, 2004.
DOLLAR RANGE OF EQUITY SECURITIES
---------------------------------------------------------------------------------------------------------
NEW YORK NEW YORK
NEW YORK NEW YORK INVESTMENT NEW YORK PERFORMANCE NEW YORK
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 QUALITY VALUE PLUS QUALITY
---------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0 $0 $0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0
---------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
---------------------------------------------------------------------------------------------------------
INSURED INSURED INSURED
NEW YORK NEW YORK NEW YORK NEW YORK DIVERSIFIED
BOARD MEMBER NOMINEES SELECT DIVIDEND PREMIUM TAX-FREE REAL ESTATE DIVIDEND
---------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0 $0 Over
$100,000
Lawrence H. Brown............. 0 0 0 0 10,001- 0
50,000
Jack B. Evans................. 0 0 0 0 10,001- 0
50,000
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 N/A N/A
William J. Schneider.......... 0 0 0 0 0 10,001-
50,000
Timothy R. Schwertfeger....... 0 0 0 0 Over 0
100,000
Judith M. Stockdale........... 0 0 0 0 0 0-10,000
Eugene S. Sunshine............ 0 0 0 0 0 0
---------------------------------------------------------------------------------------------------------
11
DOLLAR RANGE OF EQUITY SECURITIES
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED
INVESTMENT
COMPANIES
OVERSEEN BY BOARD
MEMBER NOMINEES
IN FAMILY OF
PREFERRED PREFERRED QUALITY QUALITY QUALITY TAX- INVESTMENT
BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 ADVANTAGED COMPANIES(1)
------------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $50,001- $0 $0 $0 $0 Over Over
100,000 $100,000 $100,000
Lawrence H. Brown............. 10,001- 0 10,001- 10,001- 10,001- 0 Over
50,000 50,000 50,000 50,000 100,000
Jack B. Evans................. 50,001- 0 0 Over 0 0 Over
100,000 100,000 100,000
William C. Hunter............. 0 0 0 0 0 0 50,001-
100,000
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 10,001- 0 0 0 0 0 Over
50,000 100,000
Timothy R. Schwertfeger....... 0- 0 0 Over 0 Over Over
10,000 100,000 100,000 100,000
Judith M. Stockdale........... 0 0 0 0 0 0 Over
100,000
Eugene S. Sunshine............ 0 0 10,001- 10,001- 0 0 50,001-
50,000 50,000 100,000
------------------------------------------------------------------------------------------------------------------------------------
(1) The amounts reflect the aggregate dollar range of equity securities and the
number of shares beneficially owned by the Board Member in the Funds and in
all Nuveen funds overseen by each Board Member.
The following table sets forth, for each Board Member and for the Board Members
and officers as a group, the number of shares beneficially owned in each Fund as
of December 31, 2004. The information as to beneficial ownership is based on
statements furnished by each trustee/director and officer.
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------------------------------------------------------------------
NEW YORK NEW YORK
NEW YORK NEW YORK INVESTMENT NEW YORK PERFORMANCE NEW YORK
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 QUALITY VALUE PLUS QUALITY
---------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
---------------------------------------------------------------------------------------------------------
12
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------------------------------------------------------------------
INSURED INSURED INSURED
NEW YORK NEW YORK NEW YORK NEW YORK DIVERSIFIED
BOARD MEMBER NOMINEES SELECT DIVIDEND PREMIUM TAX-FREE REAL ESTATE DIVIDEND
---------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 13,200
Lawrence H. Brown............. 0 0 0 0 1,000 0
Jack B. Evans................. 0 0 0 0 1,100 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 N/A N/A
William J. Schneider.......... 0 0 0 0 0 650
Timothy R. Schwertfeger....... 0 0 0 0 25,000 0
Judith M. Stockdale........... 0 0 0 0 0 585
Eugene S. Sunshine............ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 30,824 15,805
---------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
----------------------------------------------------------------------------------------------------------------
PREFERRED PREFERRED QUALITY QUALITY QUALITY TAX-
BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 ADVANTAGED
----------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 3,500 0 0 0 0 12,500
Lawrence H. Brown............. 1,000 0 1,000 1,000 1,000 0
Jack B. Evans................. 3,500 0 0 8,400 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0
William J. Schneider.......... 1,000 0 0 0 0 0
Timothy R. Schwertfeger....... 200 0 0 50,000 0 73,000
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 2,000 2,000 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 10,200 1,000 3,103 61,700 1,000 85,800
----------------------------------------------------------------------------------------------------------------
(1) The numbers include share equivalents of certain Nuveen funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members as more fully described below.
On December 31, 2004, Board Members and executive officers as a group
beneficially owned 1,196,807 common shares of all funds managed by the Adviser
(includes deferred units described below) and shares held by the executive
officers in Nuveen's 401(k)/profit sharing plan). Each Board Member's individual
beneficial shareholdings of each Fund constituted less than 1% of the
outstanding shares of each Fund. As of January 24, 2005, the Board Members and
executive officers as a group beneficially owned less than 1% of the outstanding
common shares of each Fund. As of January 24, 2005, no shareholder beneficially
owned more than 5% of any class of shares of any Fund.
Board Member Schwertfeger sold 330,950 shares of Class A Stock of Nuveen on the
New York Stock Exchange since October 1, 2003. Mr. Schwertfeger received
$9,483,036 in exchange for his shares of Nuveen.
13
COMPENSATION
For all Nuveen funds, Independent Board Members receive an $85,000 annual
retainer plus (a) a fee of $2,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per
day for attendance in person where such in-person attendance is required and
$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled board meeting; (c) a fee
of $1,000 per day for attendance in person at an audit committee or compliance,
risk management and regulatory oversight committee meeting where in-person
attendance is required and $500 per day for attendance by telephone or in person
where in-person attendance is not required; (d) a fee of $500 per day for
attendance in person or by telephone for a meeting of the dividend committee;
and (e) a fee of $500 per day for attendance in person at executive committee or
nominating and governance committee meetings on a day on which no regularly
scheduled board meeting is held in which in-person attendance is required and
$250 per day for attendance by telephone or in person at such meetings where
in-person attendance is not required, plus, in each case, expenses incurred in
attending such meetings. In addition to the payments described above, the
chairperson of each committee of the Board (except the dividend committee and
executive committee) receives $5,000 as an addition to the annual retainer paid
to such individuals. When ad hoc committees are organized, the Board may provide
for additional compensation to be paid to the members of such committees. The
annual retainer, fees and expenses are allocated among the funds managed by the
Adviser, on the basis of relative net asset sizes although fund management may,
in its discretion, establish a minimum amount to be allocated to each fund. As
noted above, former Board Members Impellizzeri, Kissick and Sawers retired on
June 30, 2004. These three Board Members received a payment of $75,000 at the
time of their retirement as partial compensation for the earnings they would
have received if they had continued as Independent Board Members until the time
specified in the current retirement policy. The Board Member affiliated with
Nuveen and the Adviser serves without any compensation from the Funds.
The boards of certain Nuveen funds (the "Participating Funds") established a
Deferred Compensation Plan for Independent Board Members ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of his or her fees. The funds that are Participating
Funds under the Deferred Compensation Plan are New York Investment, New York
Performance Plus, New York Quality, New York Select, Real Estate, Diversified
Dividend, Preferred Convertible, Preferred Convertible 2, Quality Preferred,
Quality Preferred 2, Quality Preferred 3 and Tax-Advantaged.
The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid (including deferred fees) for
service on the boards of the Nuveen open-end and closed-end funds managed by the
Adviser for the calendar year ended 2004. Mr. Schwertfeger, a Board Member who
is an interested person of the Funds, does not receive any compensation from the
Funds or any Nuveen funds.
14
AGGREGATE COMPENSATION FROM THE FUNDS(1)
----------------------------------------------------------------------------------------------------------
NEW YORK NEW YORK
NEW YORK NEW YORK INVESTMENT NEW YORK PERFORMANCE NEW YORK
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 QUALITY VALUE PLUS QUALITY
----------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $432 $298 $886 $306 $753 $1,178
Lawrence H. Brown............. 404 279 828 286 703 1,100
Jack B. Evans................. 430 297 885 304 752 1,176
William C. Hunter............. 150 104 310 106 264 412
William J. Schneider.......... 441 304 882 312 749 1,172
Judith M. Stockdale........... 389 268 802 275 681 1,065
----------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1)
---------------------------------------------------------------------------------------------------------
INSURED INSURED INSURED
NEW YORK NEW YORK NEW YORK NEW YORK DIVERSIFIED
BOARD MEMBER NOMINEES SELECT DIVIDEND PREMIUM TAX-FREE REAL ESTATE DIVIDEND
---------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $1,158 $373 $403 $158 $1,510 $1,092
Lawrence H. Brown............. 1,081 349 377 148 1,276 1,026
Jack B. Evans................. 1,156 371 401 157 1,922 872
William C. Hunter............. 405 130 140 55 840 509
William J. Schneider.......... 1,152 380 411 161 1,424 1,106
Judith M. Stockdale........... 1,047 336 363 142 1,385 959
---------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1)
-------------------------------------------------------------------------------------------------
PREFERRED PREFERRED QUALITY QUALITY
BOARD MEMBER NOMINEES CONVERTIBLE(2) CONVERTIBLE 2(2) PREFERRED(2) PREFERRED 2(2)
-------------------------------------------------------------------------------------------------
Robert P. Bremner............. $4,227 $5,719 $2,528 $4,857
Lawrence H. Brown............. 4,203 5,697 2,513 4,828
Jack B. Evans................. 4,215 5,688 2,664 5,120
William C. Hunter............. 1,549 2,119 966 1,858
William J. Schneider.......... 4,232 5,586 2,528 4,859
Judith M. Stockdale........... 3,853 5,091 2,426 4,662
-------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1)
---------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN
FUNDS PAID TO
QUALITY TAX- BOARD
BOARD MEMBER NOMINEES PREFERRED 3(2) ADVANTAGED MEMBERS
------------------------------ -------------------------------------------
Robert P. Bremner............. $948 $796 $114,167
Lawrence H. Brown............. 943 1,075 112,250
Jack B. Evans................. 995 916 116,125
William C. Hunter............. 363 329 65,875
William J. Schneider.......... 942 591 111,667
Judith M. Stockdale........... 906 532 100,700
------------------------------
(1) Includes deferred fees. Pursuant to a deferred compensation agreement with
certain of the Funds, deferred amounts are treated as though an equivalent
dollar amount has been invested in shares of one or more eligible
15
Nuveen funds. Total deferred fees for the Funds (including the return from
the assumed investment in the eligible Nuveen funds) payable are:
DEFERRED FEES
-----------------------------------------------------------------------------------------------------------
NEW YORK
NEW YORK PERFORMANCE NEW YORK NEW YORK DIVERSIFIED
BOARD MEMBER NOMINEES INVESTMENT PLUS QUALITY SELECT REAL ESTATE DIVIDEND
-----------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $134 $114 $179 $176 $245 $178
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 225 191 299 294 510 233
William C. Hunter............. 310 264 412 405 840 509
William J. Schneider.......... 882 749 1,172 1,152 1,424 1,106
Judith M. Stockdale........... 222 189 295 290 428 299
-----------------------------------------------------------------------------------------------------------
DEFERRED FEES
-----------------------------------------------------------------------------------------------------------------
PREFERRED PREFERRED QUALITY QUALITY QUALITY TAX-
BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 ADVANTAGED
-----------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $630 $610 $377 $724 $105 $29
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 1,059 1,002 669 1,286 172 48
William C. Hunter............. 1,549 2,119 966 1,858 363 130
William J. Schneider.......... 4,232 4,056 2,528 4,859 697 171
Judith M. Stockdale........... 1,059 1,100 667 1,281 189 40
-----------------------------------------------------------------------------------------------------------------
(2) The compensation from Preferred Convertible, Preferred Convertible 2,
Quality Preferred, Quality Preferred 2 and Quality Preferred 3 shown in the
table above are for the fiscal year ended July 31, 2004. The Funds changed
their fiscal year end to December 31, effective August 1, 2004. The
aggregate compensation paid to the Board Member nominees from the Funds
during the fiscal period August 1, 2004 to December 31, 2004 is shown in the
table below:
AGGREGATE COMPENSATION FROM THE FUNDS
----------------------------------------------------------------------------------------------------
PREFERRED PREFERRED QUALITY QUALITY QUALITY
BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3
----------------------------------------------------------------------------------------------------
Robert P. Bremner............. $1,120 $1,535 $706 $1,356 $265
Lawrence H. Brown............. 992 1,359 625 1,201 235
Jack B. Evans................. 1,152 1,579 725 1,394 272
William C. Hunter............. 912 1,249 574 1,103 215
William J. Schneider.......... 1,071 1,468 675 1,297 253
Judith M. Stockdale........... 874 1,198 550 1,058 207
----------------------------------------------------------------------------------------------------
DEFERRED FEES
----------------------------------------------------------------------------------------------------
PREFERRED PREFERRED QUALITY QUALITY QUALITY
BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3
----------------------------------------------------------------------------------------------------
Robert P. Bremner............. $181 $249 $114 $220 $43
Lawrence H. Brown............. 0 0 0 0 0
Jack B. Evans................. 306 420 193 371 72
William C. Hunter............. 912 1,249 574 1,103 215
William J. Schneider.......... 1,071 1,468 675 1,297 253
Judith M. Stockdale........... 278 381 175 337 66
----------------------------------------------------------------------------------------------------
16
Nuveen maintains charitable contributions programs to encourage the active
support and involvement of individuals in the civic activities of their
community. These programs include a matching contributions program and a direct
contributions program. The Independent Board Members of the funds managed by the
Adviser are eligible to participate in the matching contributions program of
Nuveen. Under the matching contributions program, Nuveen will match the personal
contributions of a Board Member to Section 501(c)(3) organizations up to an
aggregate maximum amount of $10,000 during any calendar year. Under its direct
(non-matching) contributions program, Nuveen makes contributions to qualifying
Section 501(c)(3) organizations, as approved by the Corporate Contributions
Committee of Nuveen. Prior to January 1, 2005, the Independent Board Members
were eligible to submit proposals to the Committee requesting that contributions
be made under this program to Section 501(c)(3) organizations identified by the
Board Member, in an aggregate amount not to exceed $5,000 during any calendar
year. Any contributions made by Nuveen under the direct contributions program
are made solely at the discretion of the Corporate Contributions Committee.
Effective January 1, 2005, Board Members are no longer eligible to submit
proposals to the Committee requesting that contributions be made under the
direct contributions program.
COMMITTEES
The Board of each Fund has five standing committees: the executive committee,
the audit committee, the nominating and governance committee, the dividend
committee and the compliance, risk management and regulatory oversight
committee. David J. Kundert and Eugene S. Sunshine will become members of the
committees indicated below when they become Board Members on February 23, 2005.
Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve
as members of the executive committee of each Fund. The executive committee,
which meets between regular meetings of the Board, is authorized to exercise all
of the powers of the Board; provided that the scope of the powers of the
executive committee, unless otherwise specifically authorized by the full Board,
is limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative or ministerial
nature. The executive committee of each Fund held no meetings during its last
full fiscal year, except the executive committee of Tax-Advantaged held three
meetings during its last fiscal year. Preferred Convertible, Preferred
Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3
changed its fiscal year end from July 31 to December 31, effective August 1,
2004. For the fiscal period August 1, 2004 to December 31, 2004, the executive
committee of Preferred Convertible, Preferred Convertible 2, Quality Preferred,
Quality Preferred 2 and Quality Preferred 3 held no meetings.
Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current
members of the dividend committee of each Fund. The dividend committee is
authorized to declare distributions on the Fund's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The dividend committee of each New York Fund held four meetings
during its last fiscal year. The dividend committee of Real Estate, Diversified
Dividend and Tax-Advantaged held three meetings during its last fiscal year. The
dividend committee of Preferred Convertible, Quality Preferred, Quality
Preferred 2 and
17
Quality Preferred 3 held five meetings during its last full fiscal year. The
dividend committee of Preferred Convertible 2 held six meetings during its last
full fiscal year. For the fiscal period August 1, 2004 to December 31, 2004, the
dividend committee of Preferred Convertible, Preferred Convertible 2, Quality
Preferred, Quality Preferred 2 and Quality Preferred 3 held one meeting.
Lawrence H. Brown, William C. Hunter, William J. Schneider, Chair, Judith M.
Stockdale and, as of February 23, 2005, David J. Kundert are current members of
the compliance, risk management and regulatory oversight committee of each Fund,
except Mr. Kundert is not a member with respect to Real Estate and Diversified
Dividend. The compliance, risk management and regulatory oversight committee is
responsible for the oversight of compliance issues, risk management, and other
regulatory matters affecting the Funds which are not otherwise the jurisdiction
of the other Board committees. As part of its duties regarding compliance
matters, the committee is responsible for the oversight of the Pricing
Procedures of the Funds and the Valuation Group. The compliance, risk management
and regulatory oversight committee of each Fund held four meetings during its
last full fiscal year. For the fiscal period August 1, 2004 to December 31,
2004, the compliance, risk management and regulatory oversight committee of
Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality
Preferred 2 and Quality Preferred 3 held one meeting.
Each Fund's Board has an audit committee, established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
composed of Independent Board Members who are "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner,
Lawrence H, Brown, Jack B. Evans, Chair, William J. Schneider and, as of
February 23, 2005, Eugene S. Sunshine are current members of the audit committee
of each Fund. The audit committee monitors the accounting and reporting policies
and practices of the Funds, the quality and integrity of the financial
statements of the Funds, compliance by the Funds with legal and regulatory
requirements and the independence and performance of the external and internal
auditors. The audit committee reviews the work and any recommendations of the
Funds' independent auditors. Based on such review, it is authorized to make
recommendations to the Board. The Boards adopted an Audit Committee Charter that
conforms to the listing standards of the New York Stock Exchange and American
Stock Exchange. A copy of the Audit Committee Charter is attached to the proxy
statement as Appendix A. The audit committee of each Fund held four meetings
during its last full fiscal year. For the fiscal period August 1, 2004 to
December 31, 2004, the audit committee of Preferred Convertible, Preferred
Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3
held one meeting.
Each Fund has a nominating and governance committee composed entirely of Board
Members who are not "interested persons" (as that term is defined in the 1940
Act) of the Funds and who are "independent" as defined by New York Stock
Exchange or American Stock Exchange listing standards, as applicable. Robert P.
Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter, William J.
Schneider, Judith M. Stockdale and, as of February 23, 2005, David J. Kundert
and Eugene S. Sunshine are current members of the nominating and governance
committee of each Fund, except Mr. Kundert is not a member with respect to Real
Estate and Diversified Dividend. The purpose of the nominating and governance
committee is to seek, identify and recommend to the Board qualified candidates
for election or appointment to each Fund's Board. In addition, the committee
oversees
18
matters of corporate governance, including the evaluation of Board performance
and processes, and assignment and rotation of committee members, and the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable. The committee operates under a written charter adopted
and approved by the Boards, a copy of which is attached to the proxy statement
as Appendix B. The nominating and governance committee charter is not available
on the Funds' website. The nominating and governance committee of each Fund held
four meetings during its last full fiscal year, except the nominating and
governance committee of Preferred Convertible, Preferred Convertible 2, Quality
Preferred, Quality Preferred 2 and Quality Preferred held three meetings during
its last full fiscal year. For the fiscal period August 1, 2004 to December 31,
2004, the nominating and governance committee of Preferred Convertible,
Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and Quality
Preferred 3 held two meetings.
The nominating and governance committee looks to many sources for
recommendations of qualified Board members, including current Board Members,
employees of the Adviser, current shareholders of the Funds, third party sources
and any other persons or entities that may be deemed necessary or desirable by
the committee. Shareholders of the Funds who wish to nominate a candidate to
their Fund's Board should mail information to the attention of Lorna Ferguson,
Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois 60606. This information must include evidence of Fund
ownership of the person or entity recommending the candidate, a full listing of
the proposed candidate's education, experience, current employment, date of
birth, names and addresses of at least three professional references,
information as to whether the candidate is an "interested person" (as such term
is defined in the 1940 Act) in relation to the Fund and such other information
that would be helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information regarding candidates
will be forwarded to the chairman of the nominating and governance committee and
the outside counsel to the Independent Board members. Recommendations for
candidates to the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged, although there may
be times when the committee is not actively recruiting new Board members. In
those circumstances nominations will be kept on file until active recruitment is
under way.
The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability and, if qualifying as a
non-"interested person" candidate, independence from the Adviser or other
service providers. These experience requirements may vary depending on the
current composition of the Board, since the goal is to ensure an appropriate
range of skills and experience, in the aggregate. All candidates must meet high
expectations of personal integrity, governance experience and professional
competence that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by committee members. The committee may use
any process it deems appropriate for the purpose of evaluating candidates, which
process may include, without limitation, personal interviews, background checks,
written submissions by the candidates and third party references. There is no
difference in the manner in which the nominating and governance committee
evaluates nominees when the nominee is submitted by a shareholder. The
nominating and governance
19
committee reserves the right to make the final selection regarding the
nomination of any prospective Board member.
The Board of each Fund held four regular quarterly meetings and twelve special
meetings during its last fiscal year, except the Boards of Preferred
Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and
Quality Preferred 3 held three regular quarterly meetings and eight special
meetings during the fiscal year ended July 31, 2004. For the fiscal period
August 1, 2004 to December 31, 2004, the Boards of Preferred Convertible,
Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and Quality
Preferred 3 held two regular quarterly meetings and five special meetings.
During the last fiscal year, each Board Member attended 75% or more of each
Fund's Board meetings and the committee meetings (if a member thereof) held
during the period for which such Board Member was a Board Member. The policy of
the Board relating to attendance by Board Members at annual meetings of the
Funds and the number of Board Members who attended the last Annual Meeting of
Shareholders of each Fund is posted on the Funds' website at
www.nuveen.com/etf/products/fundGovernance.aspx.
THE OFFICERS
The following table sets forth information as of February 11, 2005 with respect
to each officer other than Mr. Schwertfeger (who is a Board Member and is
included in the table relating to nominees for the Board). Officers receive no
compensation from the Funds. The officers of the Funds are elected by the Board
on an annual basis to serve until successors are elected and qualified.
20
-------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS AND HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director 153
333 West Wacker Drive Administrative Length of Service: (since 2002), Assistant
Chicago, IL 60606 Officer Since 1988 Secretary and Associate
(9/9/56) General Counsel,
formerly, Vice
President of Nuveen
Investments, LLC;
Managing Director
(since 2002), Assistant
Secretary and Associate
General Counsel,
formerly, Vice
President of Nuveen
Asset Management;
Assistant Secretary of
Nuveen Investments,
Inc. (since 1994);
Assistant Secretary of
NWQ Investment
Management Company, LLC
(since 2002); Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director,
Associate General
Counsel and Assistant
Secretary of
Rittenhouse Asset
Management, Inc. (since
2003); previously,
Managing Director (from
2002 to 2004), General
Counsel and Assistant
Secretary, formerly,
Vice President of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.;** Chartered
Financial Analyst.
Julia L. Antonatos Vice President Term: Annual Managing Director 153
333 West Wacker Drive Length of Service: (since 2005),
Chicago, IL 60606 Since 2004 previously, Vice
(9/22/63) President (since 2002),
formerly, Assistant
Vice President (since
1999) of Nuveen
Investments, LLC;
Chartered Financial
Analyst.
21
-------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS AND HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
Michael T. Atkinson Vice President Term: Annual Vice President (since 153
333 West Wacker Drive and Assistant Length of Service: 2002), formerly
Chicago, IL 60606 Secretary Since 2002 Assistant Vice
(2/3/66) President (from 2000),
previously, Associate
of Nuveen Investments,
LLC.
Peter H. D'Arrigo Vice President Term: Annual Vice President of 153
333 West Wacker Drive and Treasurer Length of Service: Nuveen Investments, LLC
Chicago, IL 60606 Since 1999 (since 1999); prior
(11/28/67) thereto, Assistant Vice
President (from 1997);
Vice President and
Treasurer (since 1999)
of Nuveen Investments,
Inc.; Vice President
and Treasurer of Nuveen
Asset Management (since
2002) and of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Treasurer of
NWQ Investments
Management Company,
LLC. (since 2002); Vice
President and Treasurer
of Nuveen Rittenhouse
Asset Management, Inc.
(since 2003); Vice
President and Treasurer
(from 1999 to 2004) of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.;** Chartered
Financial Analyst.
Jessica R. Droeger Vice President Term: Annual Vice President (since 153
333 West Wacker Drive and Secretary Length of Service: 2002) and Assistant
Chicago, IL 60606 Since 1998 General Counsel (since
(9/24/64) 1998), formerly
Assistant Vice
President (from 1998)
of Nuveen Investments,
LLC; Vice President and
Assistant Secretary
(since 2005) of Nuveen
Asset Management; Vice
President (from 2002 to
2004) and Assistant
Secretary (from 1998 to
2004), formerly,
Assistant Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.**
22
-------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS AND HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
Lorna C. Ferguson Vice President Term: Annual Managing Director 153
333 West Wacker Drive Length of Service: (since 2004),
Chicago, IL 60606 Since 1998 previously, Vice
(10/24/45) President of Nuveen
Investments, LLC;
previously, Managing
Director (2004),
formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.**
William M. Fitzgerald Vice President Term: Annual Managing Director of 153
333 West Wacker Drive Length of Service: Nuveen Asset Management
Chicago, IL 60606 Since 1995 (since 2001); Vice
(3/2/64) President of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director (from
2001 to 2004),
formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;**
Chartered Financial
Analyst.
Stephen D. Foy Vice President Term: Annual Vice President (since 153
333 West Wacker Drive and Controller Length of Service: 1993) and Funds
Chicago, IL 60606 Since 1993 Controller (since 1998)
(5/31/54) of Nuveen Investments,
LLC; Vice President
(since 1998) and
formerly, Funds
Controller of Nuveen
Investments, Inc.;
Certified Public
Accountant.
James D. Grassi Vice President Term: Annual Vice President and 153
333 West Wacker Drive and Chief Length of Service: Deputy Director of
Chicago, IL 60606 Compliance Since 2004 Compliance (since 2004)
(4/13/56) Officer of Nuveen Investments,
LLC, Nuveen Investments
Advisers Inc., Nuveen
Asset Management and
Rittenhouse Asset
Management, Inc.;
previously, Vice
President and Deputy
Director of Compliance
(2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;**
formerly, Senior
Attorney (1994-2004),
The Northern Trust
Company.
23
-------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS AND HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
David J. Lamb Vice President Term: Annual Vice President of 153
333 West Wacker Drive Length of Service: Nuveen Investments, LLC
Chicago, IL 60606 Since 2000 (since 2000); prior
(3/22/63) thereto, Assistant Vice
President (from 1999);
formerly Associate of
Nuveen Investments,
LLC; Certified Public
Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of 153
333 West Wacker Drive Length of Service: Nuveen Investments, LLC
Chicago, IL 60606 Since 2002 (since 1999); prior
(8/27/61) thereto, Assistant Vice
President (since 1993)
of Nuveen Investments,
LLC.
Larry W. Martin Vice President Term: Annual Vice President, 153
333 West Wacker Drive and Assistant Length of Service: Assistant Secretary and
Chicago, IL 60606 Secretary Since 1988 Assistant General
(7/27/51) Counsel of Nuveen
Investments, LLC; Vice
President, Assistant
General Counsel and
Assistant Secretary of
Nuveen Investments,
Inc.; Vice President
(since 2005) and
Assistant Secretary
(since 1997) of Nuveen
Asset Management; Vice
President (since 2000),
Assistant Secretary and
Assistant General
Counsel (since 1998) of
Rittenhouse Asset
Management, Inc.; Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Secretary of
NWQ Investment
Management Company,
LLC. (since 2002);
previously, Vice
President and Assistant
Secretary of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.**
--------------------------------------------------------------------------------
* Length of Service indicates the year the individual became an officer of a
fund in the Nuveen fund complex.
** Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were
reorganized into Nuveen Asset Management, effective January 1, 2005.
24
AUDIT COMMITTEE REPORT
The audit committee of the Board is responsible for assisting the Board in
monitoring (1) the accounting and reporting policies and procedures of each
Fund, (2) the quality and integrity of the Funds' financial statements, (3) each
Fund's compliance with regulatory requirements, and (4) the independence and
performance of each Fund's independent and internal auditors. Among other
responsibilities, the committee reviews, in its oversight capacity, each Fund's
annual financial statements with both management and the independent auditors
and the committee meets periodically with the independent and internal auditors
to consider their evaluation of each Fund's financial and internal controls. The
committee also selects, retains, evaluates and may replace each Fund's
independent auditors and determines their compensation, subject to ratification
of the Board, if required. The committee is currently composed of four Board
Members. When Mr. Sunshine becomes a member of each Fund's Board on February 23,
2005, the committee will be composed of five Board Members. The committee
operates under a written charter adopted and approved by the Board, a copy of
which is attached as Appendix A. Each committee member is "independent" as
defined by New York Stock Exchange or American Stock Exchange listing standards,
as applicable.
The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. The committee has
reviewed and discussed the Funds' audited financial statements with management.
Management has represented to the independent auditors that each Fund's
financial statements were prepared in accordance with generally accepted
accounting principles. The committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communications with Audit Committees). Each Fund's independent auditors
provided to the committee the written disclosure required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the committee discussed with representatives of the independent auditors
their firm's independence. As provided in the Audit Committee Charter, it is not
the committee's responsibility to determine, and the considerations and
discussions referenced above do not ensure, that each Fund's financial
statements are complete and accurate and presented in accordance with generally
accepted accounting principles.
Based on the committee's review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to the committee, the committee has recommended that the
Board include the audited financial statements in each Fund's Annual Report.
At the time the recommendation was made, the members of the committee were:
Robert P. Bremner
Lawrence H. Brown
Jack B. Evans
William J. Schneider
25
AUDIT AND RELATED FEES. The following table provides the aggregate fees billed
by Ernst & Young LLP during each Fund's last two fiscal years (i) to each Fund
for services provided to the Fund and (ii) to the Adviser and certain entities
controlling, controlled by, or under common control with the Adviser that
provide ongoing services to each Fund ("Adviser Entities") for engagements
directly related to the operations and financial reporting of each Fund.
-----------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
----------------- --------------------------------- ----------------------------------
ADVISERS AND ADVISERS AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
----------------- --------------- --------------- ---------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
-----------------------------------------------------------------------------------------------------------------------
New York Dividend.......... $9,012 $10,148 $0 $0 $0 $0 $392 $364 $0 $0
New York Dividend 2........ 7,773 8,680 0 0 0 0 379 1,192 0 0
New York Investment
Quality.................. 13,290 15,050 0 0 0 0 436 364 0 0
New York Value............. 7,881 8,746 0 0 0 0 380 364 0 0
New York Performance
Plus..................... 12,020 13,628 0 0 0 0 423 364 0 0
New York Quality........... 16,003 18,257 0 0 0 0 464 364 0 0
New York Select............ 15,772 18,041 0 0 0 0 462 364 0 0
Insured New York
Dividend................. 8,482 9,504 0 0 0 0 386 1,399 0 0
Insured New York Premium... 8,770 9,816 0 0 0 0 389 364 0 0
Insured New York
Tax-Free................. 11,550 7,143 0 0 0 0 12 364 0 0
Real Estate(5)............. 15,677 18,000 0 0 0 0 10,170 3,800 0 0
Diversified Dividend....... 6,300 25,000 0 0 0 0 0 785 0 0
Preferred Convertible(6)... 6,300 18,139 0 0 0 0 0 7,549 0 0
Preferred Convertible
2(6)..................... 6,300 21,861 0 0 0 0 0 10,296 0 0
--------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISERS AND
ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2003 2004 2003 2004
--------------------------- ---------------------------------
New York Dividend.......... $2,300 $2,500 $0 $0
New York Dividend 2........ 2,300 2,500 0 0
New York Investment
Quality.................. 2,300 2,500 0 0
New York Value............. 0 0 0 0
New York Performance
Plus..................... 2,300 2,500 0 0
New York Quality........... 2,300 2,500 0 0
New York Select............ 2,300 2,500 0 0
Insured New York
Dividend................. 2,300 2,500 0 0
Insured New York Premium... 2,300 2,500 0 0
Insured New York
Tax-Free................. 900 2,500 0 0
Real Estate(5)............. 3,250 3,550 0 0
Diversified Dividend....... 0 900 0 0
Preferred Convertible(6)... 0 3,450 0 0
Preferred Convertible
2(6)..................... 0 2,600 0 0
26
-----------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
----------------- --------------------------------- ----------------------------------
ADVISERS AND ADVISERS AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
----------------- --------------- --------------- ---------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
-----------------------------------------------------------------------------------------------------------------------
Quality Preferred(6)....... $30,047 $17,026 $0 $0 $0 $0 $2,705 $4,740 $0 $0
Quality Preferred 2(6)..... 11,550 26,088 0 0 0 0 4,475 9,098 0 0
Quality Preferred 3(6)..... 8,400 10,886 0 0 0 0 0 1,788 0 0
Tax-Advantaged............. N/A 20,000 N/A 0 N/A 0 N/A 0 N/A 0
--------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISERS AND
ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2003 2004 2003 2004
--------------------------- ---------------------------------
Quality Preferred(6)....... $2,400 $3,450 $0 $0
Quality Preferred 2(6)..... 2,013 3,450 0 0
Quality Preferred 3(6)..... 850 3,450 0 0
Tax-Advantaged............. N/A 15 N/A 0
--------------------------------------------------------------------------------
(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of the Fund's annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and are not reported under "Audit Fees."
(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning.
(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
(5) Real Estate changed its fiscal year end from October 31 to December 31,
effective November 1, 2003. The amounts shown above are for the fiscal years
November 1, 2002 to October 31, 2003 and January 1, 2004 to December 31,
2004. For the fiscal period November 1, 2003 to December 31, 2003, the
following fees were billed to the Fund: Audit Fees of $6,300; Audit Related
Fees of $0; Tax Fees of $0; and All Other Fees of $850. During the same
period, no fees were billed by Ernst & Young LLP to the Adviser and Adviser
Entities for engagements directly related to the operations and financial
reporting of the Fund.
27
(6) Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality
Preferred 2 and Quality Preferred 3 changed their fiscal year end from July
31 to December 31, effective August 1, 2004. The amounts shown above are for
the fiscal years ended July 31, 2003 and July 31, 2004. For the fiscal
period August 1, 2004 to December 31, 2004, the following fees were billed:
AUDIT FEES AUDIT RELATED FEES TAX FEES ALL OTHER FEES
---------- ----------------------- ------------------------- -------------------------
ADVISER AND ADVISER AND ADVISER AND
FUND FUND ADVISER ENTITIES FUND ADVISER ENTITIES FUND ADVISER ENTITIES
----------------------------------------------------------------------------------------------------------------------
Preferred Convertible... $18,139 $0 $0 $855 $0 $1,800 $0
Preferred Convertible
2..................... 21,861 0 0 894 0 1,800 0
Quality Preferred....... 17,026 0 0 2,272 0 1,800 0
Quality Preferred 2..... 26,088 0 0 3,676 0 1,800 0
Quality Preferred 3..... 10,886 0 0 1,321 0 1,800 0
NON-AUDIT FEES. The following table provides the aggregate non-audit fees billed
by Ernst & Young LLP for services rendered to each Fund, the Adviser and the
Adviser Entities during each Fund's last two fiscal years.
TOTAL NON-AUDIT FEES
BILLED TO ADVISERS AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISERS AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
----------------------------------------------------------------------------------------------------------------------
New York Dividend.................. $2,692 $2,864 $0 $0 $0 $0
New York Dividend 2................ 2,679 3,692 0 0 0 0
New York Investment Quality........ 2,736 2,864 0 0 0 0
New York Value..................... 380 364 0 0 0 0
New York Performance Plus.......... 2,723 2,864 0 0 0 0
New York Quality................... 2,764 2,864 0 0 0 0
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004
----------------------------------- -------------------------
New York Dividend.................. $2,692 $2,864
New York Dividend 2................ 2,679 3,692
New York Investment Quality........ 2,736 2,864
New York Value..................... 380 364
New York Performance Plus.......... 2,723 2,864
New York Quality................... 2,764 2,864
28
TOTAL NON-AUDIT FEES
BILLED TO ADVISERS AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISERS AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
----------------------------------------------------------------------------------------------------------------------
New York Select.................... $2,762 $2,864 $0 $0 $0 $0
Insured New York Dividend.......... 2,686 3,899 0 0 0 0
Insured New York Premium........... 2,689 2,864 0 0 0 0
Insured New York Tax-Free.......... 912 2,864 0 0 0 0
Real Estate(1)..................... 13,420 7,350 0 0 0 0
Diversified Dividend............... 0 1,685 0 0 0 0
Preferred Convertible(2)........... 0 10,999 0 0 0 0
Preferred Convertible 2(2)......... 0 12,896 0 0 0 0
Quality Preferred(2)............... 5,105 8,190 0 0 0 0
Quality Preferred 2(2)............. 6,488 12,548 0 0 0 0
Quality Preferred 3(2)............. 850 5,238 0 0 0 0
Tax-Advantaged..................... N/A 15 N/A 0 N/A 0
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004
----------------------------------- -------------------------
New York Select.................... $2,762 $2,864
Insured New York Dividend.......... 2,686 3,899
Insured New York Premium........... 2,689 2,864
Insured New York Tax-Free.......... 912 2,864
Real Estate(1)..................... 13,420 7,350
Diversified Dividend............... 0 1,685
Preferred Convertible(2)........... 0 10,999
Preferred Convertible 2(2)......... 0 12,896
Quality Preferred(2)............... 5,105 8,190
Quality Preferred 2(2)............. 6,488 12,548
Quality Preferred 3(2)............. 850 5,238
Tax-Advantaged..................... N/A 15
--------------------------------------------------------------------------------
(1) Real Estate changed its fiscal year end from October 31 to December 31,
effective November 1, 2003. The amounts shown above are for the fiscal years
November 1, 2002 to October 31, 2003 and January 1, 2004 to December 31,
2004. For the fiscal period November 1, 2003 to December 31, 2003, the Fund
was billed Non-Audit Fees of $850. During the same period, no non-audit fees
were billed by Ernst & Young LLP to the Adviser and Adviser Entities.
29
(2) Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality
Preferred 2 and Quality Preferred 3 changed their fiscal year end from July
31 to December 31, effective August 1, 2004. The amounts shown above are for
the fiscal years ended July 31, 2003 and July 31, 2004. For the fiscal
period August 1, 2004 to December 1, 2004, the following fees were billed.
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
FUND BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS) TOTAL
------------------------------------------------------------------------------------------------------------
Preferred Convertible... $2,655 $0 $0 $2,655
Preferred Convertible
2..................... 2,694 0 0 2,694
Quality Preferred....... 4,072 0 0 4,072
Quality Preferred 2..... 5,476 0 0 5,476
Quality Preferred 3..... 3,121 0 0 3,121
30
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent auditor's engagements (i) with
the Fund for audit or non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates directly to the
operations and financial reporting of the Fund. Regarding tax and research
projects conducted by the independent auditors for each Fund and the Adviser and
Adviser Entities (with respect to the operations and financial reporting of each
Fund), such engagements will be (i) pre-approved by the audit committee if they
are expected to be for amounts greater than $10,000; (ii) reported to the audit
committee chairman for his verbal approval prior to engagement if they are
expected to be for amounts under $10,000 but greater than $5,000; and (iii)
reported to the audit committee at the next audit committee meeting if they are
expected to be for an amount under $5,000.
For engagements with Ernst & Young LLP entered into on or after May 6, 2003, the
audit committee approved in advance all audit services and non-audit services
that Ernst & Young LLP provided to each Fund and to the Adviser and Adviser
Entities (with respect to the operations and financial reporting of each Fund).
None of the services rendered by Ernst & Young LLP to each Fund or the Adviser
or Adviser Entities were pre-approved by the audit committee pursuant to the
pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X. The audit committee has considered whether the provision of
non-audit services rendered by Ernst & Young LLP to the Adviser and Adviser
Entities that were not required to be pre-approved by the audit committee is
compatible with maintaining Ernst & Young LLP's independence.
APPOINTMENT OF INDEPENDENT AUDITORS
Each Board has appointed Ernst & Young LLP, independent registered public
accounting firm, as independent auditors to audit the books and records of each
Fund for its fiscal year. A representative of Ernst & Young LLP will be present
at the Annual Meetings to make a statement, if such representative so desires,
and to respond to shareholders' questions. Ernst & Young LLP has informed each
Fund that it has no direct or indirect material financial interest in each Fund,
Nuveen, the Adviser or any other investment company sponsored by Nuveen.
SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board
Members and officers, the investment adviser, affiliated persons of the
investment adviser and persons who own more than 10% of a registered class of a
Fund's equity securities to file forms reporting their affiliation with that
Fund and reports of ownership and changes in ownership of that Fund's shares
with the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange or American Stock Exchange, as applicable. These persons and entities
are required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that its Board Members and officers, investment adviser and
affiliated persons of the investment adviser have complied with all applicable
Section 16(a) filing requirements during its last fiscal year, except that with
respect to Real Estate, Mr. Schwertfeger made two late filings on Form 4. To the
knowledge of management of the Funds, no shareholder of a Fund owns more than
10% of a registered class of a Fund's equity securities.
31
INFORMATION ABOUT THE ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves
as investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Founded in
1898, Nuveen and its affiliates had $115 billion of assets under management as
of December 31, 2004. Nuveen is a publicly-traded company and a majority-owned
subsidiary of The St. Paul Travelers Companies, Inc., 385 Washington Street, St.
Paul, Minnesota 55102, a publicly-traded company that is principally engaged in
providing property-liability insurance through subsidiaries.
SHAREHOLDER PROPOSALS
To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2006, a shareholder proposal submitted pursuant to Rule
14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West
Wacker Drive, Chicago, Illinois 60606, not later than October 20, 2005. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than January 3, 2006. Timely
submission of a proposal does not mean that such proposal will be included in a
proxy statement.
SHAREHOLDER COMMUNICATIONS
Fund shareholders who want to communicate with the Board or any individual Board
Member should write their Fund to the attention of Lorna Ferguson, Manager of
Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois 60606. The letter should indicate that you are a Fund shareholder. If
the communication is intended for a specific Board Member and so indicates it
will be sent only to that Board Member. If a communication does not indicate a
specific Board Member it will be sent to the chair of the nominating and
governance committee and the outside counsel to the Independent Board Members
for further distribution as deemed appropriate by such persons.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Funds pro rata based on the
number of shareholder accounts. Additional solicitation may be made by letter or
telephone by officers or employees of Nuveen or the Adviser, or by dealers and
their representatives.
FISCAL YEAR
The last fiscal year end for each Fund, except Real Estate, Diversified
Dividend, Preferred Convertible, Preferred Convertible 2, Quality Preferred,
Quality Preferred 2, Quality Preferred 3 and Tax-Advantaged was September 30,
2004. The last fiscal year end for Real Estate, Diversified Dividend, Preferred
Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2,
Quality Preferred 3 and Tax-Advantaged was December 31, 2004. The fiscal year
32
end of Preferred Convertible, Preferred Convertible 2, Quality Preferred,
Quality Preferred 2 and Quality Preferred 3 changed from July 31 to December 31,
effective August 1, 2004.
ANNUAL REPORT DELIVERY
Annual reports will be sent to shareholders of record of each Fund following
each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of
its annual report and/or semi-annual report as available upon request. Such
written or oral requests should be directed to such Fund at 333 West Wacker
Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.
Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.
GENERAL
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at the Annual Meetings. However,
if other matters are properly presented to the Annual Meetings for a vote, the
proxies will be voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at each Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to the proposal if they
determine that adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Fund's By-Laws, an adjournment of
a meeting requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Jessica R. Droeger
Vice President and Secretary
February 17, 2005
33
APPENDIX A
NUVEEN MANAGEMENT INVESTMENT COMPANIES
AUDIT COMMITTEES CHARTER
Revised February, 2004
ORGANIZATION AND MEMBERSHIP
There shall be a committee of each Board of Directors/Trustees (the "Board") of
the Nuveen Management Investment Companies (the "Funds" or, individually, a
"Fund") to be known as the Audit Committee. The Audit Committee shall be
comprised of at least three Directors/Trustees. Audit Committee members shall be
independent of the Funds and free of any relationship that, in the opinion of
the Directors/Trustees, would interfere with their exercise of independent
judgment as an Audit Committee member. In particular, each member must meet the
independence and experience requirements applicable to the Funds of the New York
Stock Exchange, the American Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Each such member of the
Audit Committee shall have a basic understanding of finance and accounting, be
able to read and understand fundamental financial statements, and be financially
literate, and at least one such member shall have accounting or related
financial management expertise, in each case as determined by the
Directors/Trustees, exercising their business judgment (this person may also
serve as the Audit Committee's "financial expert" as defined by the Commission).
The Board shall appoint the members and the Chairman of the Audit Committee, on
the recommendation of the Nominating and Governance Committee. The Audit
Committee shall meet periodically but in any event no less frequently than on a
semi-annual basis. Except for the Funds, Audit Committee members shall not serve
simultaneously on the audit committees of more than two other public companies.
STATEMENT OF POLICY, PURPOSE AND PROCESSES
The Audit Committee shall assist the Board in oversight and monitoring of (1)
the accounting and reporting policies, processes and practices, and the audits
of the financial statements, of the Funds, (2) the quality and integrity of the
financial statements of the Funds, (3) the Funds' compliance with legal and
regulatory requirements, and (4) the independent auditors' qualifications,
performance and independence. In doing so, the Audit Committee shall seek to
maintain free and open means of communication among the Directors/Trustees, the
independent auditors, the internal auditors and the management of the Funds. The
Audit Committee shall meet periodically with Fund management, the Funds'
internal auditor, and the Funds' independent auditors, in separate executive
sessions. The Audit Committee shall prepare reports of the Audit Committee as
required by the Commission to be included in the Fund's annual proxy statements
or otherwise.
The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit
A-1
Committee for compensation to independent auditors engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for a Fund, compensation to advisers employed by the Audit Committee,
and ordinary administrative expenses of the Audit Committee that are necessary
or appropriate in carrying out its duties, as determined in its discretion. The
Audit Committee may request any officer or employee of Nuveen Investments, Inc.
(or its affiliates) (collectively, "Nuveen") or the Funds' independent auditors
or outside counsel to attend a meeting of the Audit Committee or to meet with
any members of, or consultants to, the Audit Committee. The Funds' independent
auditors and internal auditors shall have unrestricted accessibility at any time
to Committee members.
RESPONSIBILITIES
Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. Each independent auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest services
for the Funds shall report directly to the Audit Committee. The independent
auditors are ultimately accountable to the Board and the Audit Committee. It is
the ultimate responsibility of the Audit Committee to select, appoint, retain,
evaluate, oversee and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required. The Audit
Committee responsibilities may not be delegated to any other Committee or the
Board.
The Audit Committee is responsible for the following:
With respect to Fund financial statements:
1. Reviewing and discussing the annual audited financial statements and
semi-annual financial statements with Fund management and the
independent auditors including major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures in its
periodic reports under "Management's Discussion and Analysis."
2. Requiring the independent auditors to deliver to the Chairman of the
Audit Committee a timely report on any issues relating to the
significant accounting policies, management judgments and accounting
estimates or other matters that would need to be communicated under
Statement on Auditing Standards (SAS) No. 90, Audit Committee
Communications (which amended SAS No. 61, Communication with Audit
Committees), that arise during the auditors' review of the Funds'
financial statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as deemed
necessary or appropriate in the Chairman's judgment.
3. Discussing with management the Funds' press releases regarding
financial results and dividends, as well as financial information and
earnings guidance provided to analysts and rating agencies. This
discussion may be done generally, consisting of discussing the types
of information to be disclosed and the types of presentations to be
made. The Chairman of the Audit Committee
A-2
shall be authorized to have these discussions with management on
behalf of the Audit Committee.
4. Discussing with management and the independent auditors (a)
significant financial reporting issues and judgments made in
connection with the preparation and presentation of the Funds'
financial statements, including any significant changes in the Funds'
selection or application of accounting principles and any major
issues as to the adequacy of the Funds' internal controls and any
special audit steps adopted in light of material control
deficiencies, and (b) analyses prepared by Fund management and/or the
independent auditor setting forth significant financial reporting
issues and judgments made in connection with the preparation of the
financial statements, including analyses of the effects of
alternative GAAP methods on the financial statements.
5. Discussing with management and the independent auditors the effect of
regulatory and accounting initiatives on the Funds' financial
statements.
6. Reviewing and discussing reports, both written and oral, from the
independent auditors and/or Fund management regarding (a) all
critical accounting policies and practices to be used; (b) all
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative treatments
and disclosures, and the treatment preferred by the independent
auditors; and (c) other material written communications between the
independent auditors and management, such as any management letter or
schedule of unadjusted differences.
7. Discussing with Fund management the Funds' major financial risk
exposures and the steps management has taken to monitor and control
these exposures, including the Funds' risk assessment and risk
management policies and guidelines. In fulfilling its obligations
under this paragraph, the Audit Committee may review in a general
manner the processes other Board committees have in place with
respect to risk assessment and risk management.
8. Reviewing disclosures made to the Audit Committee by the Funds'
principal executive officer and principal financial officer during
their certification process for the Funds' periodic reports about any
significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the
Funds' internal controls.
With respect to the independent auditors:
1. Selecting, appointing, retaining or replacing the independent
auditors, subject, if applicable, only to Board and shareholder
ratification; and compensating, evaluating and overseeing the work of
the independent auditor (including the resolution of disagreements
between Fund management and the independent auditor regarding
financial reporting).
A-3
2. Meeting with the independent auditors and Fund management to review
the scope, fees, audit plans and staffing for the audit, for the
current year. At the conclusion of the audit, reviewing such audit
results, including the independent auditors' evaluation of the Funds'
financial and internal controls, any comments or recommendations of
the independent auditors, any audit problems or difficulties and
management's response, including any restrictions on the scope of the
independent auditor's activities or on access to requested
information, any significant disagreements with management, any
accounting adjustments noted or proposed by the auditor but not made
by the Fund, any communications between the audit team and the audit
firm's national office regarding auditing or accounting issues
presented by the engagement, any significant changes required from
the originally planned audit programs and any adjustments to the
financial statements recommended by the auditors.
3. Pre-approving all audit services and permitted non-audit services,
and the terms thereof, to be performed for the Funds by their
independent auditors, subject to the de minimis exceptions for
non-audit services described in Section 10A of the Exchange Act that
the Audit Committee approves prior to the completion of the audit, in
accordance with any policies or procedures relating thereto as
adopted by the Board or the Audit Committee. The Chairman of the
Audit Committee shall be authorized to give pre-approvals of such
non-audit services on behalf of the Audit Committee.
4. Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may be
amended, restated, modified or replaced) regarding (a) the
independent auditor's internal quality-control procedures; (b) any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities within the
preceding five years, respecting one or more independent audits
carried out by the firm; (c) any steps taken to deal with any such
issues; and (d) all relationships between the independent auditor and
the Funds and their affiliates, in order to assist the Audit
committee in assessing the auditor's independence. After reviewing
the foregoing report[s] and the independent auditor's work throughout
the year, the Audit Committee shall be responsible for evaluating the
qualifications, performance and independence of the independent
auditor and their compliance with all applicable requirements for
independence and peer review, and a review and evaluation of the lead
partner, taking into account the opinions of Fund management and the
internal auditors, and discussing such reports with the independent
auditors. The Audit Committee shall present its conclusions with
respect to the independent auditor to the Board.
5. Reviewing any reports from the independent auditors mandated by
Section 10A(b) of the Exchange Act regarding any illegal act detected
by the independent auditor (whether or not perceived to have a
material effect on the Funds' financial statements) and obtaining
from the independent auditors any information about illegal acts in
accordance with Section 10A(b).
A-4
6. Ensuring the rotation of the lead (or coordinating) audit partner
having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law, and further
considering the rotation of the independent auditor firm itself.
7. Establishing and recommending to the Board for ratification policies
for the Funds', Fund management or the Fund adviser's hiring of
employees or former employees of the independent auditor who
participated in the audits of the Funds.
8. Taking, or recommending that the Board take, appropriate action to
oversee the independence of the outside auditor.
With respect to any internal auditor:
1. Reviewing the proposed programs of the internal auditor for the
coming year. It is not the obligation or responsibility of the Audit
Committee to confirm the independence of any Nuveen internal auditors
performing services relating to the Funds or to approve any
termination or replacement of the Nuveen Manager of Internal Audit.
2. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed
internal audit plan for the Funds, with explanations for significant
deviations from the original plan.
Other responsibilities:
1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
adviser's counsel and independent counsel to the Board legal matters
that may have a material impact on the Fund's financial statements or
compliance policies.
2. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.
3. Reviewing with the independent auditors, with any internal auditor
and with Fund management, the adequacy and effectiveness of the
accounting and financial controls of the Funds, and eliciting any
recommendations for the improvement of internal control procedures or
particular areas where new or more detailed controls or procedures
are desirable. Particular emphasis should be given to the adequacy of
such internal controls to expose payments, transactions or procedures
that might be deemed illegal or otherwise improper.
4. Reviewing the reports of examinations by regulatory authorities as
they relate to financial statement matters.
5. Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that raises
material issues regarding the Funds' financial statements or
accounting policies.
6. Obtaining reports from management with respect to the Funds' policies
and procedures regarding compliance with applicable laws and
regulations.
7. Reporting regularly to the Board on the results of the activities of
the Audit Committee, including any issues that arise with respect to
the quality or
A-5
integrity of the Funds' financial statements, the Funds' compliance
with legal or regulatory requirements, the performance and
independence of the Funds' independent auditors, or the performance
of the internal audit function.
8. Performing any special reviews, investigations or oversight
responsibilities requested by the Board.
9. Reviewing and reassessing annually the adequacy of this charter and
recommending to the Board approval of any proposed changes deemed
necessary or advisable by the Audit Committee.
10. Undertaking an annual review of the performance of the Audit
Committee.
11. Establishing procedures for the receipt, retention and treatment of
complaints received by the Funds regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission of concerns regarding questionable accounting or
auditing matters by employees of Fund management, the investment
adviser, administrator, principal underwriter, or any other provider
of accounting related services for the Funds, as well as employees of
the Funds.
Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.
A-6
APPENDIX B
AMENDED AND RESTATED
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
I. NOMINATING AND GOVERNANCE COMMITTEE: MEMBERSHIP AND PURPOSE
The Nominating and Governance Committee shall be composed entirely of
independent directors of the Board with one independent director elected as
chair of the committee. The term "independent director" as used in this Charter
means any director or trustee who is not an "interested person" of the Funds as
such term is defined in the Investment Company Act of 1940, as amended, and any
rules or regulations adopted thereunder (the "1940 Act").
The purpose of the Committee is to seek, identify and recommend to the Board
qualified candidates for election or appointment to the Funds' Board of
Directors, and matters related thereto. In addition, the Committee oversees
matters of corporate governance, including the evaluation of Board performance
and processes, and assignment and rotation of Committee members, the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable, and matters related thereto.
II. BOARD: SELECTION AND TENURE
A. The Committee shall periodically review the composition of the Board
of Directors, including its size and mix of skills, experience, and
background.
B. The Committee shall, as part of the recruitment process, and with the
assistance of its counsel, define and clarify the duties and
responsibilities of Board members. In performing this function, the
Committee shall consider, among other things, legal and fiduciary
duties; expectations regarding preparation, attendance, and
participation at meetings; fund ownership; and limitations on
investments.
C. The Committee shall make nominations for director membership on the
Board of Directors, with input from various sources as the committee
deems necessary. The Committee shall evaluate the members of the
current Board of Directors and identify, recruit and evaluate
candidates for Board membership, including evaluation of their
independence from the Funds' investment adviser and other principal
service providers, including any affiliates of such persons, if
applicable. The Committee shall consider the effect of any
relationships beyond those delineated in the 1940 Act and any other
applicable federal securities laws and regulations and rules and
regulations of self-regulatory organizations that might impair their
independence, e.g., business, financial or family relationships with
the Funds' investment adviser and service providers, including any
affiliates of such persons.
D. The Committee shall review on an annual basis questionnaires
completed by all directors regarding their independence.
B-1
E. The Committee shall periodically review and make recommendations with
regard to the tenure of the directors, including term limits and/or
age limits.
F. The Committee shall look to many sources for recommendations of
qualified directors. These sources shall include current directors,
members of the management company, current security holders of the
Funds, third party sources and any other persons or entities as may
be deemed necessary or desirable by the Committee. The Committee may,
but shall not be required to, develop and establish additional
material elements of the foregoing policy in furtherance of the
objectives and elements currently stated therein.
G. The Committee may, but shall not be required to, establish necessary
or desirable minimum qualifications to be possessed by all nominees
and may also establish specific qualities or skills to be possessed
by one or more directors.
III. COMMITTEES: SELECTION AND REVIEW
A. Subject to the approval of the full Board, the Committee shall review
committee assignments at least annually and make nominations for
director membership on all committees. The committee shall also
recommend to the full Board the chair of each committee.
B. The Committee shall periodically review and make recommendations to
the full Board regarding the responsibilities and charters of any
committee (other than the Audit Committee) of the Board, the
continuing need for each committee, the need for additional
committees, and the need or desire to combine or reorganize
committees.
IV. BOARD: EDUCATION AND OPERATIONS
A. The Committee shall periodically review and make recommendations
concerning continuing education for incumbent directors and
appropriate orientation materials and procedures for new directors.
B. The Committee shall periodically review and make recommendations
concerning the organization of Board of Directors meetings, including
the frequency, timing, content, and agendas of the meetings.
C. The Committee shall evaluate the performance of the Board at least
annually, with a view towards enhancing its effectiveness.
D. The Committee shall establish a process by which security holders
will be able to communicate in writing with members of the Board of
Directors via regular mail. The Manager of Fund Board Relations, or
such other person designated by the Committee, shall assist the
Committee in developing and implementing this process. The process
will also provide that the Manager of Fund Board Relations, or such
other person designated by the Committee, will be appointed to
administer the operations of the communications process established
hereunder. Written communications to directors should be addressed to
B-2
the Funds at the address of the principal offices of the Funds, which
currently is 333 West Wacker Drive, Chicago, Illinois 60606. If the
communication is intended for a specific director and so indicated it
will be sent only to that director. If a communication does not
indicate a specific director it will be sent to the Chair of the
Committee and the outside counsel to the independent directors for
further distribution as deemed appropriate by such persons. The
Committee is hereby authorized to oversee the administration,
implementation and maintenance of this communications process and
further develop and refine this process as deemed necessary or
desirable by the Committee.
E. The Committee shall establish a policy relating to attendance by
directors at annual meetings of the Funds.
V. OTHER POWERS AND RESPONSIBILITIES
A. The Committee shall monitor the performance of legal counsel, and any
other service providers (other than the independent auditors, which
are monitored by the Audit Committee) that are chosen by the
directors, and shall supervise counsel for the independent directors.
B. The Committee shall periodically review and make recommendations
regarding director compensation to the full Board of Directors.
C. The Committee shall have the resources and authority to discharge its
responsibilities, including authority to retain special counsel and
other experts or consultants at the expense of the appropriate
Fund(s).
D. The Committee shall be authorized to adopt Key Practices to further
develop, clarify and implement its duties and responsibilities as set
forth in this Charter, which Key Practices may be amended and/or
restated from time to time upon the approval of a majority of the
members of the Committee.
B-3
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NAN0305
(NUVEEN LOGO)
NUVEEN INVESTMENTS
Nuveen Investments
333 West Wacker Dr.
Chicago IL 60606
www.nuveen.com
Nuveen Closed-End Funds
[Insert Fund Name]
FundPreferred
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow
the recorded instructions.
2. On the Internet at www.proxyweb.com, and follow the simple
instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043.
**** CONTROL NUMBER: 999 999 999 999 98 ****
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, MARCH 22, 2005
The Annual Meeting of shareholders will be held in the 31st Floor Conference
Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on
Tuesday, March 22, 2005, at 10:00 a.m., Chicago time. At this meeting, you will
be asked to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Annual Meeting of shareholders to be held on March 22, 2005, or any adjournment
or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).
Date:
----------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)
---------------------------------------
---------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS
IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE
PROXY. IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
PLEASE FILL IN ONE OF THE BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2
PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
1. Election of Board Members:
FOR NOMINEES WITHHOLD
(01) Robert P. Bremner listed at left AUTHORITY
(02) Lawrence H. Brown (06) William J. Schneider (except as marked to vote for all
(03) Jack B. Evans (07) Timothy R. Schwertfeger to the contrary) nominees listed
(04) William C. Hunter (08) Judith M. Stockdale [ ] at left
(05) David J. Kundert (09) Eugene S. Sunshine [ ]
(INSTRUCTION: To withhold authority to vote for any
individual nominee(s), write the number(s) of the nominee(s) on
the line provided below.)
-----------------------------------------------------------------
PLEASE SIGN ON REVERSE SIDE
(NUVEEN LOGO)
NUVEEN INVESTMENTS
Nuveen Investments
333 West Wacker Dr.
Chicago IL 60606
www.nuveen.com
Nuveen Closed-End Funds
[Insert Fund Name]
Common Shares
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow
the recorded instructions.
2. On the Internet at www.proxyweb.com, and follow the simple instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043.
**** CONTROL NUMBER: 999 999 999 999 98 ****
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, MARCH 22, 2005
The Annual Meeting of shareholders will be held in the 31st Floor Conference
Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on
Tuesday, March 22, 2005, at 10:00 a.m., Chicago time. At this meeting, you will
be asked to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Annual Meeting of shareholders to be held on March 22, 2005, or any adjournment
or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).
Date:
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SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)
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NOTE: PLEASE SIGN YOUR NAME EXACTLY AS
IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE
PROXY. IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
PLEASE FILL IN ONE OF THE BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2
PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
1. Election of Board Members:
FOR NOMINEES WITHHOLD
(01) Robert P. Bremner (05) David J. Kundert listed at left AUTHORITY
(02) Lawrence H. Brown (06) Judith M. Stockdale (except as marked to vote for all
(03) Jack B. Evans (07) Eugene S. Sunshine to the contrary) nominees listed
(04) William C. Hunter [ ] at left
[ ]
(INSTRUCTION: To withhold authority to vote for any
individual nominee(s), write the number(s) of the nominee(s) on
the line provided below.)
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PLEASE SIGN ON REVERSE SIDE