EXHIBIT 8
DIRECTORS' DEFERRED COMPENSATION PLAN
NUVEEN OPEN-END AND CLOSED-END FUNDS
1. PURPOSE
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The purpose of this Plan is to provide non-interested directors of Nuveen's
existing open-end and closed-end Funds and all future such Funds (the
"Funds") the opportunity to defer all or a portion of amounts payable to
them as compensation for services rendered as members of the Board of
Directors of each of the Funds ("directors' fees").
2. ELIGIBILITY
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Any non-interested director for one or more of the Funds shall be eligible
to participate under this Plan. "Director" shall mean any person duly
elected as a member of the Board of Directors or Board of Trustees of any
of the Funds at the annual meeting of shareholders thereof. "Non-
interested director" shall mean any director who is not an "interested
person" of John Nuveen & Co. Incorporated or any affiliate thereof within
the meaning of Section 2(a)(19) of the Investment Company Act of 1940.
3. DEFERRAL OF DIRECTORS' FEES
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Each non-interested director may elect to have all of his director's fee
for one or more of the Funds for any calendar year deferred under this
Plan. Such election shall be made by such director by the execution of a
written election to participate prior to the beginning of the calendar year
during which the director wishes to begin deferral, except that for any
person who is nominated as a non-interested director of any of the Funds
and was not a director on the December 31st immediately prior to his
election may, at any time prior to commencement of his term, elect to defer
all or any portion of the director's fee to which he may thereafter be
entitled with respect to the calendar year in which he is so elected. All
elections to defer directors' fees shall be made by the execution of a
Participation Agreement in the form attached to this Plan and made a part
hereof. A participating director's election to defer a particular year's
fee shall not be subject to amendment or withdrawal unless the amendment or
withdrawal is executed prior to the beginning of the calendar year in which
the fee is accrued. An election, once made, shall be irrevocable for the
next calendar year and shall continue in effect for subsequent years during
the deferral period until changed prospectively by the participating
director. Each non-interested director may elect to defer until the end of
a specified calendar year or until he or she is no longer a director of the
Funds. A director will be deemed to have elected to defer until the first
to occur of such events if he or she checks both such options in the
deferral period section of the Participation Agreement.
4. STATUS OF DEFERRED ACCOUNTS
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Each of the Funds shall establish on its books a deferred liability
directors account for each participating director to accurately reflect its
liability to each such director. Title to, and beneficial ownership of,
any assets which each such Fund may earmark to pay the amount deferred
hereunder, shall at all times remain in such Fund and neither the
participating director nor any beneficiary of such director shall have any
property interest whatsoever in any specific assets of such Fund. Amounts
credited to such accounts shall not be construed to be held in trust or
escrow or in any form of asset segregation, it being understood that the
participating director's only interest hereunder is a contractual right to
receive the payments credited to his or her deferred liability directors
account. No director or any other person acquiring the right to receive
payments from any of the Funds under this Plan shall have greater rights
than the right of an unsecured general creditor of such Fund. Within a
reasonable time after each calendar year, each participating director shall
receive a statement from each Fund in which he has elected to defer
director's
fees detailing the amount of director's fees credited to such director's
account during the prior calendar year, the amount of earnings credited
thereto and the total amount credited to such director's account as of the
preceding December 31.
5. EARNINGS
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With respect to each Fund in which the director has elected to defer
director's fees and which has an accrued balance, on the last day of each
calendar quarter earnings at the average net earnings rate for that
calendar quarter on the shares of each such Fund shall be credited to the
deferred liability directors account for such Fund. The Administrators are
empowered to change the rate of earnings to be credited to deferred
liability directors accounts to a rate equivalent to the prevailing 90-day
U.S. Treasury bill rate at the beginning of each calendar quarter.
6. PAYMENT OF DEFERRED AMOUNTS
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All payments of deferred amounts under this Plan, together with earnings
accrued thereon, shall be made in cash out of the general assets of the
applicable Fund. Payment shall be made as specified by the director in his
Participation Agreement.
7. PAYMENT IN DISCRETION OF ADMINISTRATORS
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Amounts deferred hereunder, together with interest accrued thereon, may
become payable in the discretion of the Administrators:
A. to the participating director in the event of such director's total
disability. Such disability shall be deemed to have occurred if the
Administrators find on the basis of medical evidence satisfactory to
them that the participating director is prevented from engaging in any
suitable gainful employment or occupation and that such disability
will be permanent and continuous during the remainder of his or her
life;
B. to the participating director or any beneficiary entitled to receive
payment hereunder to alleviate demonstrated financial hardship. For
this purpose, hardship refers to circumstances beyond the control of
and severely affecting the director's or beneficiary's financial
affairs or clearly endangering his or her family with present or
impending want or privation. Any such payment shall be limited to an
amount necessary to relieve the immediate needs created by such
hardship.
8. ADMINISTRATORS
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The Administrators of this Plan shall consist of the individuals holding
the office of Chairman of the Board, President and Executive Vice President
of the Funds and such other person or persons as the Board of Directors of
the Funds may, from time to time, designate except that no participating
director may serve as an Administrator. A majority of the Administrators
shall constitute a quorum for the transaction of business.
9. ACCELERATION OF PAYMENTS
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A. In the event of the liquidation, dissolution or winding up of a Fund
or the distribution of all or substantially all of a Fund's assets and
property to its shareholders (for this purpose a sale, conveyance or
transfer of a Fund's assets to a trust, partnership, association or
another corporation in exchange for cash, shares or other securities
with the transfer being made subject to, or with the assumption by the
transferee of, the liabilities of such Fund shall not be deemed a
termination of such Fund or such a distribution), the entire unpaid
balance of the deferred liability directors accounts of the Fund shall
be paid in a lump sum as of the effective date thereof.
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B. The Administrators of the Plan are empowered to accelerate the payment
of deferred amounts to all participating directors and beneficiaries
in the event that there is a change in law which would have the effect
of working a financial hardship on participating directors if such
acceleration did not occur.
10. AMENDMENT OR TERMINATION
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The Board of Directors of each Fund may in its sole discretion amend or
terminate this Plan at any time. No amendment or termination shall
adversely affect any then existing deferred amounts or rights under this
Plan.
11. MISCELLANEOUS
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The rights and benefits of participating directors under this Plan and any
other person or persons to whom payments may be made pursuant to the Plan
shall not be subject to alienation, assignment, pledge, transfer or other
disposition, except as otherwise provided by law. Participation in this
Plan by any director shall not confer any right to be nominated for
election or re-election to the Board of Directors of any of the Funds.
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