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 29, 2006 60606
(800) 257-8787
FEBRUARY 13, 2006
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 Wednesday, March 29, 2006, at 9:30 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 Fund Preferred 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 four (4) Board Members for a three year
term 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 30, 2006 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 13, 2006
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 Wednesday, March 29, 2006, at 9:30 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 13, 2006.
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 four (4) 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 each Fund, 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 Fund. For purposes of determining the approval of the proposal
to elect nominees for each Fund, abstentions and broker non-votes will have no
effect on the election of Board Members.
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.
3
Those persons who were shareholders of record at the close of business on
January 30, 2006 will be entitled to one vote for each share held. As of January
30, 2006, the shares of the Funds were issued and outstanding as follows:
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FUND TICKER SYMBOL(1) COMMON SHARES PREFERRED SHARES
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New York Dividend NAN 9,220,893 2,760 Series F
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New York Dividend 2 NXK 6,466,648 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 14,985,418 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(1) 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
312 Series F
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(1) 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, four (4) 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.
5
(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
Bremner, Evans, Schneider and Stockdale as Class III Board Members, and as
nominees for Board Members for a term expiring at the annual meeting of
shareholders in 2009, and until their successors have been duly elected and
qualified. The remaining Board Members Brown, Schwertfeger, Hunter, Kundert and
Sunshine are current and continuing Board Members. The Board of New York Value
has designated Board Members Brown and Schwertfeger as continuing Class I Board
Members for terms expiring in 2007 and has designated Board Members Hunter,
Kundert and Sunshine as continuing Class II Board Members for terms expiring in
2008.
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, all Board Member nominees were last elected to each
Fund's Board at the annual meeting of shareholders held on March 22, 2005. Board
Members Bremner, Evans, Schneider and 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 Board Members and Board Members Hunter, Kundert and Sunshine
were last elected as Class II Board Members of the Board of New York Value at
the annual meeting of shareholders held on March 22, 2005.
Other than Mr. Schwertfeger, all Board Member nominees are not "interested
persons," as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), of the Funds or Nuveen Asset Management (the "Adviser") and have
never been an employee or director of Nuveen Investments, Inc. ("Nuveen"), the
Adviser's parent company, or any affiliate. Accordingly, such Board Members are
deemed "Independent Board Members."
6
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
BOARD NOMINEES/BOARD MEMBERS
NUMBER OF OTHER
PORTFOLIOS IN DIRECTORSHIPS
POSITION(S) TERM OF OFFICE FUND COMPLEX HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY BOARD
AND BIRTH DATE FUND TIME SERVED(1) DURING PAST 5 YEARS BOARD MEMBER MEMBER
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Nominees who are not
interested persons of
the Fund
Robert P. Bremner Board Term: Annual Private Investor and 156 N/A
c/o Nuveen Member; Length of Management Consultant
Investments, Inc. Lead Service: Since
333 West Wacker Drive Independent 1996; Lead
Chicago, IL 60606 Director Independent
(8/22/40) Director Since
2005
Lawrence H. Brown Board Term: Annual Retired (1989) as Senior 156 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)
Jack B. Evans Board Term: Annual President, The 156 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 and Iowa
College Foundation;
formerly, Director,
Alliant Energy; formerly,
Director, Federal Reserve
Bank of Chicago;
formerly, President and
Chief Operating Officer,
SCI Financial Group,
Inc., a regional
financial services firm
William C. Hunter Board Term: Annual Dean and Distinguished 156 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; formerly,
(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;
Director, SS&C
Technologies, Inc. (May
2005-October 2005)
7
NUMBER OF OTHER
PORTFOLIOS IN DIRECTORSHIPS
POSITION(S) TERM OF OFFICE FUND COMPLEX HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY BOARD
AND BIRTH DATE FUND TIME SERVED(1) DURING PAST 5 YEARS BOARD MEMBER MEMBER
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David J. Kundert Board Term: Annual Retired (2004) as 154 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; member of
the Wisconsin Bar
Association; member of
Board of Directors,
Friends of Boerner
Botanical Gardens
William J. Schneider Board Term: Annual Chairman, 156 See Principal
c/o Nuveen Member Length of Miller-Valentine Partners Occupation
Investments, Inc. Service: Since Ltd., a real estate Description
333 West Wacker Drive 1996 investment company;
Chicago, IL 60606 formerly, Senior Partner
(9/24/44) and Chief Operating
Officer of the Miller-
Valentine Group, a real
estate company; formerly,
Vice President,
Miller-Valentine Realty;
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; Vice President
of the Dayton
Philharmonic Orchestra
Association; Board
Member, Regional Leaders
Forum which promotes
cooperation on economic
development issues;
formerly, Director,
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, 156 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)
8
NUMBER OF OTHER
PORTFOLIOS IN DIRECTORSHIPS
POSITION(S) TERM OF OFFICE FUND COMPLEX HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY BOARD
AND BIRTH DATE FUND TIME SERVED(1) DURING PAST 5 YEARS BOARD MEMBER MEMBER
------------------------------------------------------------------------------------------------------------
Eugene S. Sunshine Board Term: Annual Senior Vice President for 156 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 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
Nominee who is an
interested person of
the Funds
Timothy R. Chairman of Term: Annual Chairman and Director 156 See Principal
Schwertfeger(2) the Board Length of (since 1996) of Nuveen Occupation
333 West Wacker Drive and Board Service: Investments, Inc. and Description
Chicago, IL 60606 Member Since 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.(3)
---------------------------------------------------------------------------------------------------------
(1) Length of Service indicates the year in which the individual became a Board
Member of a fund in the Nuveen fund complex.
(2) "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of each Fund's adviser.
(3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005
9
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, 2005.
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 $0
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 0 0
William J. Schneider.......... 0 0 0 0 0 50,001-
100,000
Timothy R. Schwertfeger....... 0 0 0 0 Over 0
100,000
Judith M. Stockdale........... 0 0 0 0 0 50,001-
100,000
Eugene S. Sunshine............ 0 0 0 0 0 Over
100,000
---------------------------------------------------------------------------------------------------------
10
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............. $0 $0 $0 $0 $0 Over Over
$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 50,001- 0 0 Over
100,000 100,000 100,000
William C. Hunter............. 0 0 0 0 0 Over Over
100,000 100,000
David J. Kundert.............. 0 0 0 0 0 0 50,001-
100,000
William J. Schneider.......... 10,001- 0 0 0 50,001- 0 Over
50,000 100,000 100,000
Timothy R. Schwertfeger....... 10,001- 0 0 Over 0 Over Over
50,000 100,000 100,000 100,000
Judith M. Stockdale........... 0 10,001- 0 0 0 0 Over
50,000 100,000
Eugene S. Sunshine............ Over 0 10,001- 50,001- 0 Over Over
100,000 50,00 100,000 100,000 100,000
------------------------------------------------------------------------------------------------------------------------------------
(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 amount of shares beneficially owned in each Fund as
of December 31, 2005. 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
---------------------------------------------------------------------------------------------------------
11
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
--------------------------------------------------------------------------------------------------------------------
NEW YORK INSURED NEW INSURED NEW INSURED NEW DIVERSIFIED
BOARD MEMBER NOMINEES SELECT YORK DIVIDEND YORK PREMIUM YORK TAX-FREE REAL ESTATE DIVIDEND
--------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
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 0 0
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 1,212
Eugene S. Sunshine............ 0 0 0 0 0 3,850(2)
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 27,524 7,082
--------------------------------------------------------------------------------------------------------------------
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............. 0 0 0 0 0 12,500
Lawrence H. Brown............. 1,000 0 1,000 1,000 1,000 0
Jack B. Evans................. 2,000 0 0 4,400 0 0
William C. Hunter............. 0 0 0 0 0 3,675
Daniel J. Kundert............. 0 0 0 0 0 0
William J. Schneider.......... 1,000 0 0 0 7,500 0
Timothy R. Schwertfeger....... 250 0 0 50,000 0 83,073
Judith M. Stockdale........... 0 235 0 0 0 0
Eugene S. Sunshine............ 4,050(2) 0 4,000(2) 4,000(2) 0 3,675
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 10,300 2,235 5,103 59,400 8,500 103,223
----------------------------------------------------------------------------------------------------------------
(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.
(2) These shares are held in a trust for which Mr. Sunshine serves as trustee.
Mr. Sunshine disclaims ownership of these shares.
On December 31, 2005, Board Members and executive officers as a group
beneficially owned 1,338,613 shares of all funds managed by Adviser (includes
deferred units 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 constitute less than 1% of the outstanding shares of
each Fund. As of December 31, 2005, the Board Members and executive officers as
a group beneficially owned less than 1% of the outstanding shares of each Fund.
As of January 30, 2006 no shareholder beneficially owned more than 5% of any
class of shares of any Fund.
COMPENSATION
Prior to January 1, 2006, for all Nuveen funds, Independent Board Members
received 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
12
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 $750 per day for audit committee attendance by
telephone or in person where in-person attendance is not required and $500 per
day for compliance, risk management and regulatory oversight committee
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 all other committee meetings (including ad hoc committee meetings and
shareholder 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) received
$5,000 as an addition to the annual retainer paid to such individuals. When ad
hoc committees were organized, the Board may have provided for additional
compensation to be paid to the members of such committees. The annual retainer,
fees and expenses were allocated among the funds managed by the Adviser, on the
basis of relative net asset sizes although fund management could have, in its
discretion, established a minimum amount to be allocated to each fund. The Board
Member affiliated with Nuveen and the Adviser served without any compensation
from the Funds.
Effective January 1, 2006, for all Nuveen funds, Independent Board Members
receive a $90,000 annual retainer plus (a) a fee of $2,500 per day for
attendance in person or by telephone at a regularly scheduled meeting of the
Board; (b) a fee of $2,000 per meeting for attendance in person where such
in-person attendance is required and $1,000 per meeting 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 $1,500 per meeting for
attendance in person or by telephone at an audit committee meeting; (d) a fee of
$1,500 per meeting for attendance in person at a compliance, risk management and
regulatory oversight committee meeting where in-person attendance is required
and $1,000 per meeting for attendance by telephone or in person where in-person
attendance is not required; (e) a fee of $1,000 per meeting for attendance in
person or by telephone for a meeting of the dividend committee; and (f) a fee of
$500 per meeting for attendance in person at all other committee meetings
(including shareholder meetings) on a day on which no regularly scheduled board
meeting is held in which in-person attendance is required and $250 per meeting
for attendance by telephone or in person at such committee meetings (excluding
shareholder meetings) where in-person attendance is not required and $100 per
meeting when the executive committee acts as pricing committee for IPOs, plus,
in each case, expenses incurred in attending such meetings. In addition to the
payments described above, the Lead Independent Director receives $20,000, the
chairpersons of the audit committee and the compliance, risk management and
regulatory oversight committee receive $7,500 and the chairperson of the
nominating and governance committee receives $5,000 as additional retainers to
the annual retainer paid to such individuals. Independent Board Members also
receive a fee of $2,000 per day for site visits on days on which no regularly
scheduled board meeting is held to entities that provide services to the Nuveen
funds. When ad hoc
13
committees are organized, the nominating and governance committee will at the
time of formation determine compensation to be paid to the members of such
committee, however, in general such fees will be $1,000 per meeting for
attendance in person at any ad hoc committee meeting where in-person attendance
is required and $500 per meeting for attendance by telephone or in person at
such meetings where in-person attendance is not required. The annual retainer,
fees and expenses are allocated among the 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. 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 Quality, 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 Independent Board Member, 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
2005. 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)(2)
----------------------------------------------------------------------------------------------------------
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............. 435 299 885 307 763 1,188
Lawrence H. Brown............. 427 294 855 302 738 1,149
Jack B. Evans................. 445 306 912 315 787 1,225
William C. Hunter............. 352 242 768 248 663 1,031
David J. Kundert.............. 146 101 313 104 272 422
William J. Schneider.......... 435 299 888 307 767 1,193
Judith M. Stockdale........... 353 243 733 250 633 985
Eugene S. Sunshine............ 177 122 380 125 330 513
----------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
---------------------------------------------------------------------------------------------------------
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............. 1,169 376 401 160 1,548 898
Lawrence H. Brown............. 1,131 369 394 158 1,537 891
Jack B. Evans................. 1,206 385 411 164 1,592 924
William C. Hunter............. 1,015 304 324 130 1,482 860
David J. Kundert.............. 416 127 134 54 1,027 595
William J. Schneider.......... 1,175 376 401 160 1,627 944
Judith M. Stockdale........... 970 305 326 130 1,462 848
Eugene S. Sunshine............ 505 153 163 66 1,085 629
---------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
-------------------------------------------------------------------------------------
PREFERRED PREFERRED QUALITY QUALITY
BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2
-------------------------------------------------------------------------------------
Robert P. Bremner............. 4,409 6,104 2,788 5,323
Lawrence H. Brown............. 4,262 5,902 2,697 5,149
Jack B. Evans................. 4,535 6,278 2,867 5,476
William C. Hunter............. 4,238 5,866 2,679 5,116
David J. Kundert.............. 2,820 3,906 1,792 3,420
William J. Schneider.......... 4,629 6,409 2,927 5,590
Judith M. Stockdale........... 4,176 5,781 2,640 5,042
Eugene S. Sunshine............ 2,979 4,127 1,893 3,613
-------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN
FUNDS PAID TO
QUALITY TAX- BOARD
BOARD MEMBER NOMINEES PREFERRED 3 ADVANTAGED MEMBERS
------------------------------------------------------------------------
Robert P. Bremner............. 1,041 676 133,125
Lawrence H. Brown............. 1,007 671 134,625
Jack B. Evans................. 1,071 696 138,625
William C. Hunter............. 1,001 648 119,625
David J. Kundert.............. 669 448 82,935
William J. Schneider.......... 1,094 711 136,125
Judith M. Stockdale........... 986 639 119,725
Eugene S. Sunshine............ 707 474 88,435
------------------------------------------------------------------------
(1) Aggregate compensation numbers are based on compensation schedule in effect
prior to January 1, 2006.
(2) 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............. 144 124 193 190 245 142
Lawrence H. Brown............. -- -- -- -- -- --
Jack B. Evans................. 243 210 327 322 415 241
William C. Hunter............. 768 663 1,031 1,015 1,482 860
David J. Kundert.............. 313 272 422 416 1,027 595
William J. Schneider.......... 888 767 1,193 1,175 1,627 944
Judith M. Stockdale........... 334 289 449 442 748 434
Eugene S. Sunshine............ 352 306 475 467 882 512
-----------------------------------------------------------------------------------------------------------
DEFERRED FEES
-----------------------------------------------------------------------------------------------------------------
PREFERRED PREFERRED QUALITY QUALITY QUALITY TAX-
BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 ADVANTAGED
-----------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 699 967 442 844 165 107
Lawrence H. Brown............. -- -- -- -- -- --
Jack B. Evans................. 1,184 1,639 748 1,429 280 181
William C. Hunter............. 4,238 5,866 2,679 5,116 1,001 648
David J. Kundert.............. 2,820 3,906 1,792 3,420 669 448
William J. Schneider.......... 4,629 6,409 2,927 5,590 1,094 711
Judith M. Stockdale........... 2,112 2,925 1,338 2,554 500 327
Eugene S. Sunshine............ 2,432 3,369 1,546 2,950 577 386
-----------------------------------------------------------------------------------------------------------------
Nuveen maintains a charitable matching contributions program to encourage the
active support and involvement of individuals in the civic activities of their
community. The Independent Board Members of the funds managed by the Adviser are
eligible to participate in the charitable 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.
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.
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
16
committee) and (ii) matters of an administrative or ministerial nature. The
executive committee of each Fund held no meetings during its last fiscal year.
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 Fund held five meetings during its
last fiscal year.
Lawrence H. Brown, William C. Hunter, David J. Kundert, William J. Schneider,
Chair, and Judith M. Stockdale 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 was responsible during 2004 for the oversight of the Pricing
Procedures of the Funds and the internal Valuation Group. The compliance, risk
management and regulatory oversight committee of each Fund held four meetings
during its last fiscal year.
Each Fund's Board has an audit committee, in accordance with Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), that is
composed of Independent Board Members who are also "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,
Lawerence H. Brown, Jack B. Evans, Chair, William J. Schneider and Eugene S.
Sunshine are current members of the audit committee of each fund. The audit
committee is responsible for the oversight and monitoring of (1) the accounting
and reporting policies, procedures and practices and the audit of the financial
statements of the Funds (2) the quality and integrity of the financial
statements of the Funds and (3) the independent registered public accounting
firms' qualifications, performance and independence. The audit committee reviews
the work and any recommendations of the Funds' independent registered public
accounting firms. Based on such review, it is authorized to make recommendations
to the Board. Since 2005, the audit committee has been responsible for the
oversight of the Pricing Procedures of the Funds and the internal Valuation
Group. The Boards have adopted a written 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 fiscal year.
Each Fund has a nominating and governance committee that is composed entirely of
Independent Board Members who are also "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,
David J. Kundert, William J. Schneider, Judith M. Stockdale 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 matters
of corporate governance, including the evaluation of Board performance and
processes, and assignment and rotation of committee members, and the
establishment of
17
corporate governance guidelines and procedures, to the extent necessary or
desirable. The committee operates under a written charter adopted and approved
by the Boards of each Fund, a copy of which is available on the Funds' website
at http://www.nuveen.com/etf/products/fundGovernance.aspx. The nominating and
governance committee of each Fund held four meetings during its last fiscal
year, except the nominating and governance committee of the New York Funds held
five 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 an
Independent Board Member 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 committee reserves the right to make the final
selection regarding the nomination of any prospective Board member.
The Independent Board Members of each Fund have appointed Robert P. Bremner as
their Lead Independent Director. The role of the Lead Independent Director is
one of coordination and assuring the appropriate, effective and efficient
functioning of the Board and the Board processes. Specific responsibilities may
include organizing and leading Independent Board
18
Member sessions, facilitating and ensuring an appropriate level of communication
among the Independent Board Members, leading the assessment of the Board's
effectiveness, and working with the Adviser's staff and outside counsel on board
meeting agendas, board material and workshops for trustees to ensure that the
priorities of the Independent Board Members are addressed.
The Board of each Fund held four regular quarterly meetings and four special
meetings during the last fiscal year. 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 December 31, 2005 with respect
to each officer of the Funds 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 are elected by the Board on
an annual basis to serve until successors are elected and qualified.
19
-------------------------------------------------------------------------------------------------------
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(1) DURING PAST 5 YEARS SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director 156
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;
Managing Director
(since 2004) and
Assistant Secretary
(since 1994) of Nuveen
Investments, Inc.;
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
2002-2004), General
Counsel and Assistant
Secretary, formerly
Vice President of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.;(2) Chartered
Financial Analyst.
Julia L. Antonatos Vice President Term: Annual Managing Director 156
333 West Wacker Drive Length of Service: (since 2005), formerly,
Chicago, IL 60606 Since 2004 Vice President (since
(9/22/63) 2002), formerly,
Assistant Vice
President (since 1999)
of Nuveen Investments,
LLC; Chartered
Financial Analyst.
Michael T. Atkinson Vice President Term: Annual Vice President (since 156
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)
of Nuveen Investments,
LLC.
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(1) DURING PAST 5 YEARS SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
Peter H. D'Arrigo Vice President Term: Annual Vice President of 156
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.(2); Chartered
Financial Analyst.
John N. Desmond Vice President Term: Annual Vice President, 156
333 West Wacker Drive Length of Service: Director of Investment
Chicago, IL 60606 Since 2005 Operations, Nuveen
(8/24/61) Investments, LLC (since
2005); formerly,
Director, Business
Manager, Deutsche Asset
Management (2003-2004);
formerly, Director,
Business Development
and Transformation,
Deutsche Trust Bank
Japan (2002-2003);
formerly, Senior Vice
President, Head of
Investment Operations
and Systems, Scudder
Investments Japan,
(2000-2002); formerly,
Senior Vice President,
Head of Plan
Administration and
Participant Services,
Scudder Investments
(1995-2002).
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(1) DURING PAST 5 YEARS SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
Jessica R. Droeger Vice President Term: Annual Vice President (since 156
333 West Wacker Drive and Secretary Length of Service: 2002) and Assistant
Chicago, IL 60606 Since 1998 General Counsel (since
(9/24/64) 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) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
Lorna C. Ferguson Vice President Term: Annual Managing Director 156
333 West Wacker Drive Length of Service: (since 2004), formerly,
Chicago, IL 60606 Since 1998 Vice President of
(10/24/45) Nuveen Investments,
LLC; Managing Director
of Nuveen Asset
Management; formerly,
Managing Director
(2004), formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
William M. Fitzgerald Vice President Term: Annual Managing Director of 156
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);
formerly, Managing
Director (from 2001 to
2004), formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2);
Chartered Financial
Analyst.
Stephen D. Foy Vice President Term: Annual Vice President (since 156
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.
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(1) DURING PAST 5 YEARS SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
James D. Grassi Vice President Term: Annual Vice President and 156
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.;
formerly, Vice
President and Deputy
Director of Compliance
(2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2);
formerly, Senior
Attorney (1994 to
2004), The Northern
Trust Company.
David J. Lamb Vice President Term: Annual Vice President of 156
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);
Certified Public
Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of 156
333 West Wacker Drive Length of Service: Nuveen Investments, LLC
Chicago, IL 60606 Since 2002 (since 1999).
(8/27/61)
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(1) DURING PAST 5 YEARS SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, 156
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.(2)
--------------------------------------------------------------------------------
(1) Length of Service indicates the year the individual became an officer of a
fund in the Nuveen fund complex.
(2) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were
reorganized into Nuveen Asset Management, effective January 1, 2005.
AUDIT COMMITTEE REPORT
The audit committee of the Board is responsible for the oversight and monitoring
of (1) the accounting and reporting policies, processes and practices, and the
audit of the financial statements, of each Fund, and (2) the quality and
integrity of the Funds' financial statements, and (3) the independent registered
public accounting firms qualifications, performance and independence. In its
oversight capacity, the Committee reviews each Fund's annual financial
statements with both management and the independent registered public accounting
firm 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 registered public accounting firm. The committee is currently
composed of five Board Members and operates under a
24
written charter adopted and approved by the Board, a copy of which is attached
as Appendix A. Each committee member meets the independence and experience
requirements, as applicable, of the New York Stock Exchange, American Stock
Exchange, Section 10A of the Securities Exchange Act of 1934 and the rules and
regulations of the Securities and Exchange Commission.
The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent registered public accounting firm. The
committee has also reviewed and discussed the audited financial statements with
management. Management has represented to the independent registered public
accounting firm that each Fund's financial statements were prepared in
accordance with generally accepted accounting principles. The committee has also
discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards ("SAS") No. 61
(Communication with Audit Committees), as amended by SAS No. 90 (Audit Committee
Communications). Each Fund's independent registered public accounting firm
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 registered
public accounting firm 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 registered public accounting firm, the representations of management
and the report of the independent registered public accounting firm to the
committee, the committee has recommended that the Board include the audited
financial statements in each Fund's Annual Report.
The members of the committee are:
Robert P. Bremner
Lawrence H. Brown
Jack B. Evans
William J. Schneider
Eugene S. Sunshine
25
AUDIT AND RELATED FEES. The following tables provide 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)
----------------- ----------------------------------- ----------------
ADVISER AND
FUND FUND ADVISER ENTITIES FUND
----------------- --------------- ----------------- ----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005 2004 2005
-------------------------------------------------------------------------------------------------------------------
New York Dividend...................... $10,148 $10,678 $0 $0 $0 $0 $364 $641
New York Dividend 2.................... 8,680 9,119 0 0 0 0 1,192 566
New York Investment Quality............ 15,050 15,619 0 0 0 0 364 448
New York Value......................... 8,746 9,213 0 0 0 0 364 417
New York Performance Plus.............. 13,628 14,311 0 0 0 0 364 441
New York Quality....................... 18,257 19,079 0 0 0 0 364 464
New York Select........................ 18,041 18,867 0 0 0 0 364 463
Insured New York Dividend.............. 9,504 10,000 0 0 0 0 1,399 608
Insured New York Premium............... 9,816 10,268 0 0 0 0 364 422
Insured New York Tax-Free.............. 7,143 7,526 0 0 0 0 364 645
Real Estate............................ 18,000 19,000 0 0 0 0 3,800 1,014
Diversified Dividend................... 25,000 27,000 0 0 0 0 785 829
Preferred Convertible(6)............... 18,139 19,502 0 0 0 0 7,549 4,731
Preferred Convertible 2(6)............. 21,861 23,698 0 0 0 0 10,296 4,307
------------------------------------------------------------------------------------------------
TAX FEES(3) ALL OTHER FEES(4)
----------------- -----------------------------------
ADVISER AND ADVISER AND
ADVISER ENTITIES FUND ADVISER ENTITIES
----------------- --------------- -----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005
------------------------------------------------------------------------------------------------
New York Dividend...................... $0 $282,575 $2,500 $2,750 $0 $0
New York Dividend 2.................... 0 282,575 2,500 2,750 0 0
New York Investment Quality............ 0 282,575 2,500 2,750 0 0
New York Value......................... 0 282,575 0 0 0 0
New York Performance Plus.............. 0 282,575 2,500 2,750 0 0
New York Quality....................... 0 282,575 2,500 2,750 0 0
New York Select........................ 0 282,575 2,500 2,750 0 0
Insured New York Dividend.............. 0 282,575 2,500 2,750 0 0
Insured New York Premium............... 0 282,575 2,500 2,750 0 0
Insured New York Tax-Free.............. 0 282,575 2,500 2,750 0 0
Real Estate............................ 0 282,575 3,550 3,750 0 0
Diversified Dividend................... 0 282,575 900 900 0 0
Preferred Convertible(6)............... 0 282,575 3,450 3,750 0 0
Preferred Convertible 2(6)............. 0 282,575 2,600 3,750 0 0
26
-------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
----------------- ----------------------------------- ----------------
ADVISER AND
FUND FUND ADVISER ENTITIES FUND
----------------- --------------- ----------------- ----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005 2004 2005
-------------------------------------------------------------------------------------------------------------------
Quality Preferred(6)................... $17,026 $18,494 $0 $0 $0 $0 $4,740 $2,386
Quality Preferred 2(6)................. 26,088 28,211 0 0 0 0 9,098 3,823
Quality Preferred 3(6)................. 10,886 11,795 0 0 0 0 1,788 1,393
Tax-Advantaged (5)..................... 39,500 21,600 0 0 0 0 0 822
------------------------------------------------------------------------------------------------
TAX FEES(3) ALL OTHER FEES(4)
----------------- -----------------------------------
ADVISER AND ADVISER AND
ADVISER ENTITIES FUND ADVISER ENTITIES
----------------- --------------- -----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005
------------------------------------------------------------------------------------------------
Quality Preferred(6)................... $0 $282,575 $3,450 $3,750 $0 $0
Quality Preferred 2(6)................. 0 282,575 3,450 3,750 0 0
Quality Preferred 3(6)................. 0 282,575 3,450 3,750 0 0
Tax-Advantaged (5)..................... 0 282,575 15 900 0 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) "Audit Fees" for 2004 have been revised to include fees paid for the audit
of registration statements for common, preferred, note offerings.
(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 August 1, 2003 to July 31, 2004 and January 1, 2005 to
December 31, 2005. 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
ADVISER ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES FUND 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
27
NON-AUDIT FEES. The following tables provide 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 ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED
DIRECTLY TO THE
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL
BILLED TO FUND REPORTING OF FUND)(1)
------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005
-------------------------------------------------------------------------------------------------------------
New York Dividend..................................... $2,864 $3,391 $0 $282,575
New York Dividend 2................................... 3,692 3,316 0 282,575
New York Investment Quality........................... 2,864 3,198 0 282,575
New York Value........................................ 364 417 0 282,575
New York Performance Plus............................. 2,864 3,191 0 282,575
New York Quality...................................... 2,864 3,214 0 282,575
New York Select....................................... 2,864 3,213 0 282,575
Insured New York Dividend............................. 3,899 3,358 0 282,575
Insured New York Premium.............................. 2,864 3,172 0 282,575
Insured New York Tax-Free............................. 2,864 3,395 0 282,575
Real Estate........................................... 7,350 4,764 0 282,575
Diversified Dividend.................................. 1,685 1,729 0 282,575
Preferred Convertible(2).............................. 10,999 8,481 0 282,575
Preferred Convertible 2(2)............................ 12,896 8,057 0 282,575
Quality Preferred(2).................................. 8,190 6,136 0 282,575
Quality Preferred 2(2)................................ 12,548 7,573 0 282,575
Quality Preferred 3(2)................................ 5,238 5,143 0 282,575
Tax-Advantaged........................................ 15 1,722 0 282,575
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ALL OTHER ENGAGEMENTS) TOTAL
------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005
------------------------------------------------------ -----------------------------------------------------
New York Dividend..................................... $0 $0 $2,864 $285,966
New York Dividend 2................................... 0 0 3,692 285,891
New York Investment Quality........................... 0 0 2,864 285,773
New York Value........................................ 0 0 364 282,992
New York Performance Plus............................. 0 0 2,864 285,766
New York Quality...................................... 0 0 2,864 285,789
New York Select....................................... 0 0 2,864 285,788
Insured New York Dividend............................. 0 0 3,899 285,933
Insured New York Premium.............................. 0 0 2,864 285,747
Insured New York Tax-Free............................. 0 0 2,864 285,970
Real Estate........................................... 0 0 7,350 287,339
Diversified Dividend.................................. 0 0 1,685 284,304
Preferred Convertible(2).............................. 0 0 10,999 291,056
Preferred Convertible 2(2)............................ 0 0 12,896 290,632
Quality Preferred(2).................................. 0 0 8,190 288,711
Quality Preferred 2(2)................................ 0 0 12,548 290,148
Quality Preferred 3(2)................................ 0 0 5,238 287,718
Tax-Advantaged........................................ 0 0 15 284,297
--------------------------------------------------------------------------------
28
(1) The "Total Non-Audit Fees Billed to Adviser and Adviser Entities" include
"Tax Fees" billed to Adviser in the amount of $282,575 from the Audit and
Related Fees table.
(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 August 1, 2003 to July 31, 2004 and January 1, 2005 to
December 31, 2005. For the fiscal period August 1, 2004 to December 31,
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 (ALL
FUND BILLED TO FUND REPORTING OF FUND 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
29
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 registered public accounting firms 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.
ADDITIONAL INFORMATION
APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, Preferred Convertible and Quality Preferred 2, Mr. Evans
made a late filing on Form 4 in 2004. With respect to Real Estate,
30
Diversified Dividend, Preferred Convertible, Preferred Convertible 2, Quality
Preferred, Quality Preferred 2 and Quality Preferred 3, the Adviser made an
amended Form 3 filing in 2004 disclosing shares representing the initial capital
provided by the Adviser. 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.
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 $136 billion of assets under management as
of December 31, 2005. Nuveen is a publicly-traded company and is listed on the
New York Stock Exchange and trades under the symbol "JNC".
SHAREHOLDER PROPOSALS
To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2007, 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 16, 2006. 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 December 30, 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.
31
FISCAL YEAR
The last fiscal year end for the New York Funds was September 30, 2005. 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, 2005.
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 13, 2006
32
APPENDIX A
NUVEEN FUND BOARD
AUDIT COMMITTEE CHARTER
1 January 2005
I. 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.
II. 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, (4) the independent auditors' qualifications,
performance and independence; and (5) oversight of the Pricing Procedures of the
Funds and the Valuation Group. In exercising this oversight, the Audit Committee
can request other committees of the Board to assume responsibility for some of
the monitoring as long as the other committees are composed exclusively of
independent directors.
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
A-1
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 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.
A-2
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 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. 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
deficiencies in internal controls, material weaknesses, or any fraud
associated with internal controls.
A-3
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).
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
A-4
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).
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.
With respect to pricing and valuation oversight:
1. The Board has responsibilities regarding the pricing of a Fund's
securities under the 1940 Act. The Board has delegated this
responsibility to the Committee to address valuation issues that
arise between Board meetings, subject to the Board's general
supervision of such actions. The Committee is primarily responsible
for the oversight of the Pricing Procedures and actions taken by the
internal Valuation Group ("Valuation Matters"). The Valuation Group
will report on Valuation Matters to the Committee and/or the Board of
Directors/Trustees, as appropriate.
2. Performing all duties assigned to it under the Funds' Pricing
Procedures, as such may be amended from time to time.
3. Periodically reviewing and making recommendations regarding
modifications to the Pricing Procedures as well as consider
recommendations by the Valuation Group regarding the Pricing
Procedures.
A-5
4. Reviewing any issues relating to the valuation of a Fund's securities
brought to the Committee's attention, including suspensions in
pricing, pricing irregularities, price overrides, self-pricing, NAV
errors and corrections thereto, and other pricing matters. In this
regard, the Committee should consider the risks to the Funds in
assessing the possible resolutions of these Valuation Matters.
5. Evaluating, as its deems necessary or appropriate, the performance of
any pricing agent and recommend changes thereto to the full Board.
6. Reviewing any reports or comments from examinations by regulatory
authorities relating to Valuation Matters of the Funds and consider
management's responses to any such comments and, to the extent the
Committee deems necessary or appropriate, propose to management
and/or the full Board the modification of the Fund's policies and
procedures relating to such matters. The Committee, if deemed
necessary or desirable, may also meet with regulators.
7. Meeting with members of management of the Funds, outside counsel, or
others in fulfilling its duties hereunder, including assessing the
continued appropriateness and adequacy of the Pricing Procedures,
eliciting any recommendations for improvements of such procedures or
other Valuation Matters, and assessing the possible resolutions of
issues regarding Valuation Matters brought to its attention.
8. Performing any special review, investigations or oversight
responsibilities relating to Valuation as requested by the Board of
Directors/Trustees.
9. Investigating or initiating an investigation of reports of
improprieties or suspected improprieties in connection with the
Fund's policies and procedures relating to Valuation Matters not
otherwise assigned to another Board committee.
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.
A-6
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 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-7
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NAN0306
(NUVEEN LOGO)
NUVEEN INVESTMENTS
Nuveen Investments
333 West Wacker Dr.
Chicago, IL 60606
www.nuveen.com
999 999 999 999 99 [INSERT FUND NAME]
Common Shares
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 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.
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, MARCH 29, 2006.
The Annual Meeting of shareholders will be held in the 31st floor
conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois,
on Wednesday, March 29, 2006 at 9:30 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 29,
2006 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 (888)
221-0697 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.
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.
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. Election of Board Members:
(01) Robert P. Bremner (04) William C. Hunter (06) Judith M. Stockdale FOR NOMINEES WITHHOLD
(02) Lawrence H. Brown (05) David J. Kundert (07) Eugene S. Sunshine listed at left AUTHORITY
(03) Jack B. Evans (except as marked to vote for all
to the contrary) nominees listed
[ ] 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.)
-------------------------------------------------------------------
(NUVEEN LOGO)
NUVEEN INVESTMENTS
Nuveen Investments
333 West Wacker Dr.
Chicago, IL 60606
www.nuveen.com
999 999 999 999 99 [INSERT FUND NAME]
FUNDPREFERRED Shares
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 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.
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, MARCH 29, 2006.
The Annual Meeting of shareholders will be held in the 31st floor
conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois,
on Wednesday, March 29, 2006 at 9:30 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 29,
2006 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 (888)
221-0697 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.
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.
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. Election of Board Members:
(01) Robert P. Bremner (04) William C. Hunter (08) Judith M. Stockdale FOR NOMINEES WITHHOLD
(02) Lawrence H. Brown (05) David J. Kundert (09) Eugene S. Sunshine listed at left AUTHORITY
(03) Jack B. Evans (06) William J. Schneider (except as marked to vote for all
(07) Timothy R. Schwertfeger to the contrary) nominees listed
[ ] 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.)
-------------------------------------------------------------------