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:
[X] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
NUVEEN EQUITY PREMIUM ADVANTAGE FUND (JLA)
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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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IMPORTANT NOTICE
TO FUND SHAREHOLDERS
JANUARY , 2006
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the issues to be voted on.
Q. WHY AM I RECEIVING THIS PROXY STATEMENT?
A. You are receiving this Proxy Statement for two reasons. First, you are
being asked to elect members to the Board of Trustees of your Fund. In
addition, you are being asked to approve a new investment sub-advisory
agreement for your Fund between Nuveen Asset Management ("NAM" or the
"Adviser") and Gateway Investment Advisers, L.P. ("Gateway").
The enclosed Proxy Statement gives you additional information on the
Trustees standing for election and the proposed new investment sub-advisory
agreement, as well as certain other matters. Please refer to the Proxy
Statement for a detailed explanation of the proposals on which you are
being asked to vote.
Q. WHY IS A VOTE ON THE PROPOSED NEW INVESTMENT SUB-ADVISORY AGREEMENT
REQUIRED?
A. Gateway has served as your Fund's investment sub-adviser since the Fund's
inception. Gateway Investment Advisers, Inc. (the "General Partner") serves
as the general partner of, and thus controls Gateway. The General Partner
is owned by Walter G. Sall and J. Patrick Rogers. Mr. Sall founded Gateway
in 1977 and presently serves as its Chairman and Chief Executive Officer.
Mr. Rogers is Gateway's President and Chief Investment Officer. As part of
a plan of succession, Mr. Rogers had an option to purchase a sufficient
quantity of Mr. Sall's stock in the General Partner such that, upon the
exercise of the option, Mr. Rogers would own a majority interest in the
General Partner and would thus assume control of Gateway. Mr. Rogers
exercised the option on December 31, 2005 (the "Exercise"). Following the
Exercise, Mr. Sall continues to serve as Chairman and Chief Executive
Officer of Gateway, and Mr. Rogers remains as President and Chief
Investment Officer of Gateway.
The sub-advisory agreement between NAM and Gateway in effect prior to the
date of the Exercise ("original sub-advisory agreement") provided for the
automatic termination of the agreement upon its "assignment," as that term
is defined in the Investment Company Act of 1940, as amended ("1940 Act").
Under the 1940 Act, a change in control of an investment company's
sub-adviser is deemed to cause an "assignment" of a sub-advisory agreement.
The Exercise caused a change in control of Gateway and, accordingly, was
deemed to have caused an "assignment" of the original sub-advisory
agreement. As a result, the original sub-advisory agreement was
automatically terminated as of the date of the Exercise. Gateway currently
serves as sub-adviser to your Fund pursuant to an interim sub-advisory
agreement approved by the Board of Trustees at a meeting held in November
2005. The interim sub-advisory agreement lasts until the new sub-advisory
agreement is approved by shareholders, but in no case for a
period longer than 150 days. Therefore, shareholder approval of the new
investment sub-advisory agreement is required in order to permit Gateway to
serve as investment sub-adviser to your Fund on more than an interim basis.
Q. WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE NEW INVESTMENT SUB-
ADVISORY AGREEMENT?
A. If the new investment sub-advisory agreement is not approved, your Fund's
Board will take such actions as it deems to be in the best interests of
your Fund. This is discussed in more detail in the Proxy Statement.
Q. HOW HAS THE EXERCISE AFFECTED ME AS A FUND SHAREHOLDER?
A. Your investment in your Fund has not changed as a result of the Exercise.
You still own the same shares in the Fund, and the value of your investment
did not change as a result of the Exercise. The new investment sub-advisory
agreement, if approved by shareholders, will still be with Gateway and the
terms of the new investment sub-advisory agreement are substantially
identical to the terms of the original investment sub-advisory agreement.
In addition, the portfolio managers of your Fund will not change as a
result of the new investment sub-advisory agreement.
Q. WILL THE SUB-ADVISORY FEE RATES BE THE SAME UPON THE APPROVAL OF THE NEW
INVESTMENT SUB-ADVISORY AGREEMENT?
A. Yes, the sub-advisory fee rates will remain the same.
Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE NEW
INVESTMENT SUB-ADVISORY AGREEMENT?
A. After careful consideration, the Board of your Fund unanimously recommends
that you vote "FOR" the approval of the new investment sub-advisory
agreement.
Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE
ELECTION OF TRUSTEES?
A. After careful consideration, the Board of your Fund unanimously recommends
that you vote "FOR" the nominees for the Board.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Your vote is needed to ensure that the proposals can be acted upon.
Additionally, your immediate response will help save on the costs of any
future solicitations for these shareholder votes. We encourage all
shareholders to participate in the governance of their Fund.
Q. WHO DO I CALL IF I HAVE QUESTIONS?
A. If you need any assistance, or have any questions regarding the proposals
or how to vote your shares, please call your financial advisor.
Alternatively, you may call Nuveen at (800) 257-8787 weekdays from 8:00
a.m. to 6:00 p.m. Central time.
Q. HOW DO I VOTE MY SHARES?
A. You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage-paid envelope. Alternatively, you
may vote by telephone by calling the toll-free number on the proxy card or
by computer by going to the Internet address provided on the proxy card and
following the instructions, using your proxy card as a guide.
Q. WILL ANYONE CONTACT ME?
A. You may receive a call to verify that you received your proxy materials, to
answer any questions you may have about the proposals and to encourage you
to vote.
<Table>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
MARCH 29, 2006 60606
(800) 257-8787
</Table>
JANUARY , 2006
NUVEEN EQUITY PREMIUM ADVANTAGE FUND (JLA)
NUVEEN EQUITY PREMIUM INCOME FUND (JPZ)
NUVEEN EQUITY PREMIUM OPPORTUNITY FUND (JSN)
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that an Annual Meeting of Shareholders (the "Meeting") of
Nuveen Equity Premium Advantage Fund ("Equity Premium Advantage"), Nuveen Equity
Premium Income Fund ("Equity Premium") and Nuveen Equity Premium Opportunity
Fund ("Equity Premium Opportunity"), each a Massachusetts business trust
(individually, a "Fund" and collectively, the "Funds"), will be held (along with
the meeting of shareholders of several other Nuveen funds) in the 31st floor
conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois
60606, on Wednesday, March 29, 2006, at [10:30 a.m.], Chicago time, for the
following purposes and to transact such other business, if any, as may properly
come before the Meeting:
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To approve a new investment sub-advisory agreement between Nuveen Asset
Management ("NAM" or the "Adviser"), each Fund's investment adviser, and
Gateway Investment Advisers, L.P. ("Gateway"), each Fund's investment
sub-adviser.
2. To elect nine (9) members to the Board of Trustees (each a "Board" and each
Trustee a "Board Member") of each Fund to serve until the next Annual Meeting
and until their successors shall have been duly elected and qualified.
3. To transact such other business as may properly come before the Meeting.
Shareholders of record at the close of business on January 6, 2006 are entitled
to notice of and to vote at the Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE 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 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
<Table>
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
</Table>
JANUARY , 2006
NUVEEN EQUITY PREMIUM ADVANTAGE FUND (JLA)
NUVEEN EQUITY PREMIUM INCOME FUND (JPZ)
NUVEEN EQUITY PREMIUM OPPORTUNITY FUND (JSN)
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees (each a "Board" and collectively, the "Boards," and each
Trustee, a "Board Member" and collectively, the "Board Members") of Nuveen
Equity Premium Advantage Fund ("Equity Premium Advantage"), Nuveen Equity
Premium Income Fund ("Equity Premium") and Nuveen Equity Premium Opportunity
Fund ("Equity Premium Opportunity"), each a Massachusetts business trust (each,
a "Fund" and collectively, the "Funds"), of proxies to be voted at an Annual
Meeting of Shareholders to be held (along with the meeting of shareholders of
several other Nuveen funds) in the 31st floor conference room of Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Wednesday, March
29, 2006, at [10:30 a.m.], Chicago time (for each Fund, a "Meeting" and
collectively, the "Meetings") and at any and all adjournments thereof.
This Joint Proxy Statement is first being mailed to shareholders on or about
January , 2006.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each 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.
Proxies are being solicited with respect to the following matters:
1. To approve a new investment sub-advisory agreement between Nuveen Asset
Management ("NAM" or the "Adviser"), each Fund's investment adviser, and Gateway
Investment Advisers, L.P. ("Gateway"), each Fund's sub-adviser.
2. To elect nine (9) members to the Board of Trustees (each a "Board" and each
Trustee a "Board Member") of each Fund to serve until the next Annual Meeting
and until their successors shall have been duly elected and qualified.
On the matters coming before each 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
approval of the new sub-advisory agreement and 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 Meeting and voting in person.
1
A quorum of shareholders is required to take action at each Meeting. A majority
of the shares entitled to vote at each Meeting, represented in person or by
proxy, will constitute a quorum of shareholders at that Meeting. Votes cast in
person or by proxy at each Meeting will be tabulated by the inspectors of
election appointed for that Meeting. The inspectors of election will determine
whether or not a quorum is present at the 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 vote of a majority of the outstanding voting securities of
the Fund will be required for the approval of the new sub-advisory agreement.
The "vote of a majority of the outstanding voting securities" is defined in the
Investment Company Act of 1940, as amended, (the "1940 Act") as the lesser of
the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon
present at the meeting if the holders of more than 50% of such outstanding
shares are present in person or represented by proxy; or (ii) more than 50% of
such outstanding shares of the Fund entitled to vote thereon. For each Fund, the
affirmative vote of a plurality of the shares present and entitled to vote at
the Meeting will be required to elect the Board Members of that Fund.
For purposes of determining the approval of each new sub-advisory agreement,
abstentions and broker non-votes will have the effect of a vote against the new
sub-advisory agreement. 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. The details of the proposals to be
voted on by the shareholders of each Fund are set forth under the descriptions
of the proposals below.
Those persons who were shareholders of record at the close of business on
January 6, 2006 will be entitled to one vote for each share held. As of January
6, 2006, the shares of the Funds were issued and outstanding as follows:
<Table>
<Caption>
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FUND TICKER SYMBOL* COMMON SHARES
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Equity Premium Advantage Fund JLA [ ]
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Equity Premium JPZ [ ]
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Equity Premium Opportunity JSN [ ]
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</Table>
* The Common Shares of all of the Funds are listed on the New York Stock
Exchange.
1. APPROVAL OF THE NEW SUB-ADVISORY AGREEMENTS
BACKGROUND
NAM previously entered into investment sub-advisory agreements with Gateway for
each Fund. Each sub-advisory agreement between NAM and Gateway in effect prior
to the date of the Exercise (as defined below) is referred to as an "Original
Sub-Advisory Agreement" and collectively as the "Original Sub-Advisory
Agreements." The date of each Original Sub-Advisory Agreement and the date it
was last approved by shareholders and approved for continuance by the Board are
provided in Appendix A.
2
Gateway is a Delaware limited partnership, 74.66% of which is owned by its
general partner, Gateway Investment Advisers, Inc. (the "General Partner"), an
Ohio Corporation. The management, policies, and control of Gateway are vested
exclusively in the General Partner. The General Partner is owned by Walter G.
Sall and J. Patrick Rogers. Mr. Sall founded Gateway in 1977 and presently
serves as its Chairman and Chief Executive Officer. Mr. Rogers has been
President and Chief Investment Officer of Gateway since 1995. Gateway also has
three limited partners (the "Limited Partners"), each of which is a corporation
owned by a senior executive officer of Gateway other than Mr. Sall and Mr.
Rogers. The limited partners collectively own a 25.34% interest in Gateway.
Until December 31, 2005, Mr. Sall owned 67.06% of the General Partner and,
therefore, controlled Gateway and Mr. Rogers owned 32.94% of the General
Partner. As part of a plan of succession instituted in 1995, Mr. Sall granted
Mr. Rogers an option to purchase a portion of Mr. Sall's stock in the General
Partner. Upon the exercise of this option, Mr. Rogers would own a majority
(54.25%) interest in the General Partner and would thus assume control of
Gateway. Mr. Rogers' option became exercisable on December 31, 2005, and Mr.
Rogers exercised his option at that time (the "Exercise").
Each Original Sub-Advisory Agreement, as required by Section 15 of the 1940 Act,
provides for its automatic termination upon its "assignment," as that term is
defined in the 1940 Act. Under the 1940 Act, a change in control of an
investment company's sub-adviser is deemed to cause an "assignment" of a
sub-advisory agreement. The Exercise caused a change in control of Gateway and,
accordingly, was deemed to have caused an assignment of each Original
Sub-Advisory Agreement. As a result, each Original Sub-Advisory Agreement was
automatically terminated as of the date of the Exercise.
In anticipation of the Exercise, the Board of each Fund met in person on
November 15, 2005 for purposes of considering whether it would be in the best
interests of each Fund and its shareholders to approve a new sub-advisory
agreement between NAM and Gateway (each a "New Sub-Advisory Agreement" and
collectively, the "New Sub-Advisory Agreements"). At the November 15, 2005
meeting, the Board of each Fund initially approved an interim sub-advisory
agreement between NAM and Gateway (each an "Interim Sub-Advisory Agreement" and
collectively, the "Interim Sub-Advisory Agreements") to become effective upon
the termination of each Original Sub-Advisory Agreement and to continue until
shareholders approve the New Sub-Advisory Agreements, but in no case having a
duration greater than 150 days from the termination of the Original Sub-Advisory
Agreements. Gateway currently serves as sub-adviser to each Fund pursuant to the
Interim Sub-Advisory Agreements. If approved by shareholders, the New
Sub-Advisory Agreements will become effective and the Interim Sub-Advisory
Agreements will terminate.
At the November 15, 2005 Board meeting, and for the reasons discussed below (see
"Board Considerations in Approving the New Sub-Advisory Agreements"), the Board
of each Fund, including a majority of the Board Members who are not "interested
persons" of the Funds, NAM or Gateway ("Independent Board Members"), unanimously
determined that the New Sub-Advisory Agreements were in the best interests of
each Fund and its shareholders and approved each Fund entering into the New
Sub-Advisory Agreements, subject to approval by shareholders. The 1940 Act
requires that each New Sub-Advisory Agreement be approved by that Fund's
shareholders in order for it to become effective. In the event shareholders of a
Fund do not approve the New Sub-Advisory Agreement, the Board will take such
action as it
3
deems to be in the best interests of the Fund and its shareholders. The form of
the New Sub-Advisory Agreements is attached hereto as Appendix B.
INFORMATION ABOUT THE SUB-ADVISER
Gateway manages the investment portfolios of Equity Premium Advantage, Equity
Premium and Equity Premium Opportunity. Gateway is a registered investment
adviser that specializes in the management of index-option-based strategies for
managing risk in equity portfolios. Gateway is a Delaware limited partnership
and its majority-owner and general partner is Gateway Investment Advisers, Inc.
Although Gateway commenced operations in 1995, its predecessor firm was founded
in 1977. As of September 30, 2005, Gateway managed over $5.8 billion in assets.
The principal occupation of the principal officers and directors of Gateway is
shown in Appendix C. No officer or director of the Funds is an officer,
employee, general partner or shareholder of Gateway or has any other material
direct or indirect interest in Gateway. The business address of Gateway
Investment Advisers, Inc., Gateway and each officer and director of Gateway is
Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, Ohio 45209.
COMPARISON OF THE SUB-ADVISORY AGREEMENTS
The terms of each New Sub-Advisory Agreement, including fees payable to Gateway
by NAM thereunder, are substantially identical to those of the Original
Sub-Advisory Agreement, except for the date of effectiveness. There is no change
in the fee rate payable by NAM to Gateway. If approved by shareholders of a
Fund, the New Sub-Advisory Agreement for the Fund will expire on August 1, 2006,
unless continued. Each New Sub-Advisory Agreement will continue in effect from
year to year thereafter if such continuance is approved for the Fund at least
annually in the manner required by the 1940 Act and the rules and regulations
thereunder. Below is a comparison of certain terms of the Original Sub-Advisory
Agreements and the Interim Sub-Advisory Agreements to the terms of the New
Sub-Advisory Agreements. The terms of each Interim Sub-Advisory Agreement are
identical to those of the Original Sub-Advisory Agreement, except that the
Interim Sub-Advisory Agreement has a different effective date and a maximum term
of 150 days. Therefore, for purposes of comparing the Interim Sub-Advisory
Agreement to the New Sub-Advisory Agreement, the Interim Sub-Advisory Agreement
will only be mentioned when its terms differ from those of the Original
Sub-Advisory Agreement.
ADVISORY SERVICES. The advisory services to be provided by Gateway to each Fund
under the New Sub-Advisory Agreements will be identical to those advisory
services currently provided by the Sub-Adviser to each Fund under the Original
Sub-Advisory Agreements. Both the Original Sub-Advisory Agreements and New
Sub-Advisory Agreements provide that the Sub-Adviser will furnish an investment
program in respect of, make investment decisions for and place all orders for
the purchase and sale of securities for the portion of each Fund's investment
portfolio allocated by NAM to Gateway, all on behalf of each Fund and subject to
supervision of the Funds' Board and NAM. In performing its duties under both the
Original Sub-Advisory Agreements and the New Sub-Advisory Agreements, Gateway
will monitor each Fund's investments and will comply with the provisions of each
Fund's Declaration of Trust and By-Laws and the stated investment objectives,
policies and restrictions of each Fund.
4
FEES. Under both the Original Sub-Advisory Agreements and New Sub-Advisory
Agreements, NAM pays Gateway a portfolio management fee out of the investment
management fee it receives from each Fund. The rate of the portfolio management
fees payable by NAM to Gateway under the New Sub-Advisory Agreements is
identical to the rate of the fees paid under the Original Sub-Advisory
Agreements. The annual rate of portfolio management fees payable to Gateway
under the Original Sub-Advisory Agreements and the New Sub-Advisory Agreements
and the fees paid by NAM to Gateway with respect to each Fund during each Fund's
last fiscal year is set forth in Appendix D to this Proxy Statement. Appendix D
also includes the advisory fee rates and net assets of funds not included in
this Proxy Statement advised by Gateway with similar investment objectives as
the Funds.
BROKERAGE. Both the Original Sub-Advisory Agreements and New Sub-Advisory
Agreements authorize Gateway to select the brokers or dealers that will execute
the purchases and sales of portfolio securities for the Funds, subject to its
obligation to obtain best execution under the circumstances, which may take
account of the overall quality of brokerage and research services provided to
Gateway.
Equity Premium Advantage, Equity Premium and Equity Premium Opportunity paid
affiliated brokerage commissions within the last fiscal year to ,
which is a of Gateway. The affiliated brokerage commission for each
Fund is shown in Appendix E.
PAYMENT OF EXPENSES. Under each Original Sub-Advisory Agreement and New
Sub-Advisory Agreement, Gateway agrees to pay all expenses it incurs in
connection with its activities under the Agreements other than the cost of
securities (including brokerage commissions and other related expenses)
purchased for the Funds.
LIMITATION ON LIABILITY. The Original Sub-Advisory Agreements and New
Sub-Advisory Agreements provide that Gateway will not be liable for, and NAM
will not take any action against Gateway to hold Gateway liable for, any error
of judgment or mistake of law or for any loss suffered by a Fund in connection
with the performance of Gateway's duties under the Agreement, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Gateway in the performance of duties under the Agreement, or by reason of its
reckless disregard of its obligations and duties under the Agreement.
CONTINUANCE. The Original Sub-Advisory Agreement of each Fund originally was in
effect for an initial term and could be continued thereafter for successive
one-year periods if such continuance was specifically approved at least annually
in the manner required by the 1940 Act. The Interim Sub-Advisory Agreement has a
term of no more than 150 days that cannot be continued. If the shareholders of a
Fund approve the New Sub-Advisory Agreement for that Fund, the New Sub-Advisory
Agreement will expire on August 1, 2006, unless continued. Thereafter, the New
Sub-Advisory Agreement may be continued for successive one-year periods if
approved at least annually in the manner required by the 1940 Act.
TERMINATION. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement
for each Fund provide that the Agreement automatically terminates in the event
of an assignment and may be terminated at any time without the payment of any
penalty by NAM on sixty (60) days' written notice to Gateway. The Original
Sub-Advisory Agreement and New Sub-Advisory Agreement may also be terminated by
a Fund with respect to that Fund by action of the Fund's Board or by a vote of a
majority of the outstanding voting securities of that Fund, accompanied by 60
days' written notice.
5
The Original Sub-Advisory Agreement and New Sub-Advisory Agreement for each Fund
is also terminable with respect to that Fund at any time without the payment of
any penalty, by NAM, the Board or by vote of a majority of the outstanding
voting securities of that Fund in the event that it is established by a court of
competent jurisdiction that Gateway or any of its officers or directors has
taken any action that results in a breach of the representations of Gateway set
forth in the Agreement.
BOARD CONSIDERATIONS IN APPROVING THE NEW SUB-ADVISORY AGREEMENTS
At previous meetings, a majority of the Independent Trustees approved the Funds'
management arrangements. More specifically, the Board has previously approved
each Fund's investment management agreement with NAM (or its predecessor) and
each Fund's Original Sub-Advisory Agreement with Gateway (collectively, the
"Management Agreements"). As the Board considers the totality of each Fund's
management arrangements, which includes the management and sub-advisory
agreements, the following discussion includes the considerations of the
investment management agreements with NAM (or its predecessor) because they are
an integral part of each Fund's overall management arrangements. The Independent
Trustees had determined that the terms of the respective Fund's Management
Agreements were fair and reasonable and that the agreements were in such Fund's
best interests. The Independent Trustees believed that the Management Agreements
would enable each Fund to obtain high quality investment management services at
a cost that they deem appropriate, reasonable, and in the best interests of the
Fund and its shareholders. In making such determination, the Independent
Trustees met independently from the interested Trustee of the Funds and any
officers of NAM (or its predecessor) and their affiliates. The Independent
Trustees also relied upon the assistance of counsel to the Independent Trustees.
In evaluating the Management Agreements between the Fund, NAM (or its
predecessor) and Gateway (collectively, the "Advisers"), the Trustees, in
consultation with independent counsel, reviewed the factors set out in judicial
decisions and SEC directives relating to the approval of advisory and
sub-advisory contracts, which include, but are not limited to, the following:
(a) the nature, extent, and quality of the adviser's and the sub-adviser's
services; (b) the investment performance of the adviser and sub-adviser; (c) the
adviser's and sub-adviser's cost in providing their services; (d) the extent to
which the adviser and sub-adviser realize economies of scale as the respective
Fund grows larger; and (e) the Independent Trustees' role in approving the
advisory and sub-advisory contracts.
NATURE, EXTENT AND QUALITY OF SERVICES. In evaluating the nature and quality of
the Advisers' services, the Trustees considered narrative and statistical
information concerning the types of services that both NAM and Gateway were
expected to provide or that they currently provide to other Nuveen Funds,
Gateway's and NAM's (or its predecessor's) performance record with other funds
and managed separate accounts they advise (if any), and the performance of
comparable, unaffiliated funds. In particular, the Trustees took into account
the following, among other things: a description of the investment advisory and
other services expected to be provided to the Fund by NAM and Gateway or their
affiliates; Gateway's expertise and background with the respective Fund's
investment strategy; the complexity of the Advisers' dividend setting activity;
and information describing the Nuveen organization, including investment
management personnel and available resources, and each department's
responsibilities. The Trustees had reviewed materials regarding the Advisers,
6
including their operations, personnel and financial condition, that were
furnished at prior meetings. The Trustees prior experience with NAM and their
in-person meeting with Gateway in August, 2004 had given the Trustees a good
understanding of the operations and capabilities of NAM and Gateway.
FEES, EXPENSES AND PROFITABILITY. In evaluating the management fees and expenses
that a Fund is expected to bear, the Trustees had considered the respective
Fund's management fee, the sub-advisory fee arrangements and the Fund's expected
expense ratios and compared such fees and expenses to those of comparable funds.
The Trustees also considered the ratio of NAM's fees to its costs and the amount
of its profit in relation to the nature and quality of services rendered to
determine whether its compensation is fair and reasonable. At earlier meetings,
the Trustees also looked at NAM's expense allocation methodology. In evaluating
the reasonableness of NAM's and Gateway's compensation, the Trustees considered
the following information, among other things: (a) statements of NAM's revenues,
costs, and profits from furnishing services to other Nuveen Funds (as provided
to the Board in various meetings); (b) the nature and amount of any indirect
benefits NAM and Gateway and their affiliates are expected to receive that are
directly attributable to their management of the respective Fund, if any; (c)
the nature of any benefits (such as research) the Advisers may derive from soft
dollar arrangements, if any; (d) schedules of available industry data about fees
charged and services provided to other comparable investment companies by their
advisers and the profit margins of those advisers; and (e) data with respect to
the expected expense ratios of the respective Fund and comparable investment
companies. In addition, the Trustees reviewed the fee levels of separately
managed accounts advised by Gateway and the Advisers' commitment to waive fees
as set forth in the prospectus.
ECONOMIES OF SCALE. The Trustees reviewed economies of scale, including the
breakpoints in the applicable Fund's advisory fees. In its review of the costs
and profitability to the Advisers in providing the services, the Board has been
cognizant of the benefits derived from economies of scale as the Nuveen Funds'
assets grow. Accordingly, to help ensure that all Nuveen Fund shareholders share
in these benefits, the Trustees had approved a complex-wide fee arrangement,
pursuant to which advisory fees would be reduced as assets in the Nuveen Fund
complex reached certain levels. In evaluating the complex-wide fee arrangement,
the Trustees considered, among other things, the cost savings to shareholders,
the amount of fee reductions at various asset levels, both absolutely and in
comparison to the arrangements of other investment company complexes, the cost
savings (and increased profitability) of NAM as asset levels grow, and the
Nuveen Funds covered by the arrangement. The Trustees also considered the
impact, if any, that the complex-wide fee arrangement may have on the level of
services provided.
The Trustees did not identify any single factor discussed above as all-important
or controlling. The Trustees, including a majority of Independent Trustees,
concluded that the terms of the Management Agreements were fair and reasonable,
that NAM and Gateway's fees were reasonable in light of the services provided to
the respective Fund and that the NAM investment advisory agreement and the
Gateway Original Sub-Advisory Agreement for the respective Fund should be
approved.
Since the approval of the Management Agreements, as noted above, as part of a
plan of succession, there was a change in control at Gateway. Such a change in
control would result in the assignment of the Original Sub-Advisory Agreements
with Gateway and the automatic
7
termination of such agreements. Accordingly, the Board met in November 2005 to,
among other things, consider the approval of the New Sub-Advisory Agreements in
light of the anticipated change of control at Gateway. More specifically, the
Board considered for each Fund a New Sub-Advisory Agreement on substantially
identical terms to the Original Sub-Advisory Agreements. In its review, the
Board considered whether the change in control would have an impact on the
various factors they considered in approving the Original Sub-Advisory
Agreement, such as the scope and quality of services to be provided following
the change of control. In considering the impact of the change of control, the
Board considered, among other things, the effect, if any, on the operations and
organizational structure of Gateway; the ability of Gateway to perform its
duties after the change of control; whether a fee structure or expense ratio
would change; any changes to the current practices of the Funds; any changes to
the terms of the sub-advisory agreements; and any anticipated changes to the
operations of Gateway. Based on its review, the Board determined that Gateway's
change of control would not affect the nature and quality of services provided
by Gateway, the terms of the New Sub-Advisory Agreements are substantially
identical to those of the Original Sub-Advisory Agreements, including the fees
thereunder, and the change of control would not materially affect the operations
of Gateway. Accordingly, the Board determined that their analysis of the various
factors regarding their approval of Gateway would continue to apply after the
change of control. The Board, including the Independent Board Members,
unanimously determined that the New Sub-Advisory Agreements were in the best
interests of each Fund and its shareholders, recommended that the New
Sub-Advisory Agreements be submitted to shareholders and that shareholders vote
for approval of such agreements; and that each Fund enter into the respective
New Sub-Advisory Agreement subject to approval by the applicable shareholders.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE
FOR APPROVAL OF THE FUND'S NEW SUB-ADVISORY AGREEMENT.
2. ELECTION OF BOARD MEMBERS
GENERAL
At each Fund's 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. For each Fund, nine (9) Board Members are to be elected. Board
Members Bremner, Brown, Evans, Hunter, Kundert, Schneider, Schwertfeger,
Stockdale and Sunshine are nominees for election to each Board. 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.
This is the first Annual Meeting of Equity Premium Advantage, Equity Premium and
Equity Premium Opportunity. Except for Board Members Kundert and Sunshine, the
continuing Board Member nominees of Equity Premium and Equity Premium
Opportunity were elected by NAM, the initial shareholder of each Fund, on
October 22, 2004 and January 21, 2005, respectively. Messrs. Kundert and
Sunshine were appointed to the Boards of Equity Premium and Equity
8
Premium Opportunity effective February 23, 2005. Messrs. Kundert and Sunshine
are presented in this Joint Proxy Statement as nominees for election by
shareholders of Equity Premium and Equity Premium Opportunity and were nominated
by the nominating and governance committee of each Fund's Board. All continuing
Board Member nominees of Equity Premium Advantage were elected by NAM, the
initial shareholder of the Fund, on May 24, 2005.
Other than Mr. Schwertfeger, all Board Member nominees are Independent Board
Members and have never been an employee or director of Nuveen Investments, Inc.
("Nuveen"), the Adviser's parent company, or any affiliate.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
9
BOARD NOMINEES/BOARD MEMBERS
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
Nominees who are not
interested persons of
the Fund
Robert P. Bremner(2) Board Term: Annual Private Investor 156 N/A
c/o Nuveen Member Length of Service: and Management
Investments, Inc. Since 1996 Consultant.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)
Lawrence H. Brown Board Term: Annual Retired (1989) as 156 See
c/o Nuveen Member Length of Service: Senior Vice Principal
Investments, Inc. Since 1993 President of The Occupation
333 West Wacker Drive Northern Trust Description
Chicago, IL 60606 Company; Director,
(7/29/34) Community Advisory
Board for Highland
Park and Highwood,
United Way of the
North Shore (since
2002).
</Table>
10
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
Jack B. Evans c/o Board Term: Annual President, The 156 See
Nuveen Member Length of Service: Hall- Perrine Principal
Investments, Inc. Since 1999 Foundation, a Occupation
333 West Wacker Drive private Description
Chicago, IL 60606 philanthropic
(10/22/48) corporation (since
1996); Director and
Vice Chairman,
United Fire Group,
a publicly held
company; Adjunct
Faculty Member,
University of Iowa;
Director, Gazette
Companies; Life
Trustee of Coe
College; Director,
Iowa College
Foundation;
formerly, Director,
Alliant Energy;
formerly, Director,
Federal Reserve
Bank of Chicago;
previously,
President and Chief
Operating Officer,
SCI Financial
Group, Inc., a
regional financial
services firm.
William C. Hunter Board Term: Annual Dean and 156 See
c/o Nuveen Member Length of Service: Distinguished Principal
Investments, Inc. Since 2004 Professor of Occupation
333 West Wacker Drive Finance, School of Description
Chicago, IL 60606 Business at the
(3/6/48) University of
Connecticut;
previously, 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.
</Table>
11
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
David J. Kundert Board Term: Annual Retired (2004) as 154 See
c/o Nuveen Member Length of Service: Chairman, JPMorgan Principal
Investments, Inc. Since 2005 Fleming Asset Occupation
333 West Wacker Drive Management, Description
Chicago, IL 60606 President and CEO,
(10/28/42) Banc One Investment
Advisors
Corporation, and
President, One
Group Mutual Funds;
prior thereto,
Executive Vice
President, Bank One
Corporation and
Chairman and CEO,
Banc One Investment
Management Group;
Board of Regents,
Luther College;
currently a member
of the American and
Wisconsin Bar
Associations.
</Table>
12
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
William J. Schneider Board Term: Annual Chairman, Miller- 156 See
c/o Nuveen Member Length of Service: Valentine Partners Principal
Investments, Inc. Since 1996 Ltd., a real estate Occupation
333 West Wacker Drive investment company; Description
Chicago, IL 60606 formerly, Senior
(9/24/44) Partner and Chief
Operating Officer
of the Miller-
Valentine Group, a
real estate
company; formerly,
Vice President,
Miller-Valentine
Realty, a
construction
company; Director,
Chair of the
Finance Committee
and Member of the
Audit Committee of
Premier Health
Partners, the
not-for-profit
parent company of
Miami Valley
Hospital; Vice
President of the
Dayton Philharmonic
Orchestra
Association; Board
Member, Regional
Leaders Forum which
promotes
cooperation on
economic
development issues;
Director, Dayton
Development
Coalition;
formerly, Member,
Community Advisory
Board, National
City Bank, Dayton,
Ohio and Business
Advisory Council,
Cleveland Federal
Reserve Bank.
</Table>
13
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
Judith M. Stockdale Board Term: Annual Executive Director, 156 N/A
c/o Nuveen Member Length of Service: Gaylord and Dorothy
Investments, Inc. Since 1997 Donnelley
333 West Wacker Drive Foundation (since
Chicago, IL 60606 1994); prior
(12/29/47) thereto, Executive
Director, Great
Lakes Protection
Fund (from 1990 to
1994).
Eugene S. Sunshine Board Term: Annual Senior Vice 156 See
c/o Nuveen Member Length of Service: President for Principal
Investments, Inc. Since 2005 Business and Occupation
333 West Wacker Drive Finance (since Description
Chicago, IL 60606 1997), Northwestern
(1/22/50) University;
Director (since
2003), 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.
</Table>
14
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
Nominee who is an
interested person of
the Fund
Timothy R. Chairman Term: Annual Chairman and 156 See
Schwertfeger(3) of the Length of Service: Director (since Principal
333 West Wacker Drive Board and Since 1996 1996) of Nuveen Occupation
Chicago, IL 60606 Board Investments, Inc. Description
(3/28/49) Member and Nuveen
Investments, LLC;
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.(4)
- ---------------------------------------------------------------------------------------------------------
</Table>
(1) Length of Service indicates the year in which the individual became a Board
Member of a fund in the Nuveen fund complex.
(2) Mr. Bremner has been appointed Lead Independent Trustee by the Board of
Trustees.
(3) "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of each Fund's adviser.
(4) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005.
15
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 November 30, 2005.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN ALL
DOLLAR RANGE OF EQUITY SECURITIES REGISTERED INVESTMENT
- ------------------------------------------------------------------- COMPANIES OVERSEEN BY
EQUITY EQUITY BOARD MEMBER NOMINEES
PREMIUM EQUITY PREMIUM IN FAMILY OF INVESTMENT
BOARD MEMBER NOMINEES ADVANTAGE PREMIUM OPPORTUNITY COMPANIES(1)
- -------------------------------------------------------------------------------------------------
Robert P. Bremner.............
Lawrence H. Brown.............
Jack B. Evans.................
William C. Hunter.............
David J. Kundert..............
William J. Schneider..........
Timothy R. Schwertfeger.......
Judith M. Stockdale...........
Eugene S. Sunshine............
- -------------------------------------------------------------------------------------------------
</Table>
(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 the 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 November 30, 2005. The information as to beneficial ownership is based on
statements furnished by each Board Member and officer.
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------------
EQUITY EQUITY
PREMIUM EQUITY PREMIUM
BOARD MEMBER NOMINEES ADVANTAGE PREMIUM OPPORTUNITY
- ---------------------------------------------------------------------------------
Robert P. Bremner.......................
Lawrence H. Brown.......................
Jack B. Evans...........................
William C. Hunter.......................
David J. Kundert(3).....................
William J. Schneider....................
Timothy R. Schwertfeger.................
Judith M. Stockdale.....................
Eugene S. Sunshine(3)...................
ALL BOARD MEMBERS AND OFFICERS AS A
GROUP.................................
- ---------------------------------------------------------------------------------
</Table>
(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.
16
On November 30, 2005, Board Members and executive officers as a group
beneficially owned common 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 January 6, 2006, the Board Members and executive officers as a
group beneficially owned less than 1% of the outstanding common shares of each
Fund. As of January 6, 2006, no shareholder beneficially owned more than 5% of
any class of shares of any Fund, except
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 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 an $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
17
$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 trustee 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 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 Equity Premium Advantage and
Equity Premium Opportunity.
18
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.
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
- ---------------------------------------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN
EQUITY EQUITY FUNDS PAID TO
PREMIUM EQUITY PREMIUM BOARD
BOARD MEMBER NOMINEES ADVANTAGE PREMIUM OPPORTUNITY MEMBERS
- ---------------------------------------------------------------------------------------------------------
Robert P. Bremner.......................
Lawrence H. Brown.......................
Jack B. Evans...........................
William C. Hunter.......................
David J. Kundert........................
William J. Schneider....................
Judith M. Stockdale.....................
Eugene S. Sunshine......................
- ---------------------------------------------------------------------------------------------------------
</Table>
(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 Nuveen
funds. Total deferred fees for the Funds (including the return from the
assumed investment in the eligible Nuveen funds) payable are:
<Table>
<Caption>
DEFERRED FEES
- --------------------------------------------------------------------------------
EQUITY EQUITY
PREMIUM PREMIUM
BOARD MEMBER NOMINEES ADVANTAGE OPPORTUNITY
- --------------------------------------------------------------------------------
Robert P. Brenner......................................
Lawrence H. Brown......................................
Jack B. Evans..........................................
William C. Hunter......................................
David J. Kundert(1)....................................
William J. Schneider...................................
Judith M. Stockdale....................................
Eugene S. Sunshine(1)..................................
- --------------------------------------------------------------------------------
</Table>
19
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 NAM are
eligible to participate in the matching contributions program of Nuveen. Under
the matching contributions program, Nuveen will match the personal contributions
of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum
amount of $10,000 during any calendar year.
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 committee) and (ii) matters of an administrative or ministerial
nature. The executive committee of each Fund held no meetings during its last
fiscal year, except the executive committee of held
meetings.
Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current
members of the dividend committee of each Fund. The dividend committee is
authorized to declare distributions on the Fund's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The dividend committee of each Fund held meetings
during its last fiscal year, except the dividend committee of held
meetings.
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. 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 meetings during its
last fiscal year, except the compliance, risk management and regulatory
oversight committee of held meetings.
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 "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange. Robert P. Bremner, Lawrence 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
20
responsible for the oversight and monitoring of (1) the accounting and reporting
policies, processes and practices and the audit of the financial statement 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. The audit committee is responsible for the oversight of the
Pricing Procedures of the Funds and the internal Valuation Group. The Boards
adopted a written Audit Committee Charter that conforms to the listing standards
of the New York Stock Exchange. A copy of the Audit Committee Charter is
attached to the proxy statement as Appendix F. The audit committee of each Fund
held meetings during its last fiscal year, except the audit committee
of held meetings.
Each Fund has a nominating and governance committee composed entirely of
Independent Board Members who are also "independent" as defined by New York
Stock Exchange listing standards. 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. 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 corporate governance guidelines and procedures, to the
extent necessary or desirable. The committee operates under a written charter
adopted and approved by the Boards. The nominating and governance committee
charter is available on the Funds' website at
http://www.nuveen.com/etf/products/fundGovernance.aspx. The nominating and
governance committee of each Fund held meetings during its last fiscal
year, except the nominating and governance committee of held
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.
21
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 Trustee. The role of the Lead Trustee 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 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 regular quarterly meetings and
special meetings during the last fiscal year, except the Board of
held regular quarterly meetings and special
meetings. During the last fiscal year, each Board Member attended 75% or more of
each Fund's Board meetings and the committee meetings (if a member thereof) held
during the period for which such Board Member was a Board Member. The policy of
the Board relating to attendance by Board Members at annual meetings of the
Funds and the number of Board Members who attended the last annual meeting of
shareholders of each Fund is posted on the Funds' website at
www.nuveen.com/etf/products/fundgovernance.aspx.
22
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.
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX
NAME, ADDRESS HELD WITH TIME OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- -----------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director 156
333 West Wacker Drive Administrative Length of (since 2002),
Chicago, IL 60606 Officer Service: Since Assistant Secretary
(9/9/56) 1988 and Associate 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 to
2004), General Counsel
and Assistant
Secretary, formerly,
Vice President of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.;(2) Chartered
Financial Analyst.
</Table>
23
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX
NAME, ADDRESS HELD WITH TIME OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- -----------------------------------------------------------------------------------------
Julia L. Antonatos Vice President Term: Annual Managing Director 156
333 West Wacker Drive Length of (since 2005),
Chicago, IL 60606 Service: Since previously, Vice
(9/22/63) 2004 President (since
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 2002), formerly,
Chicago, IL 60606 Secretary Service: Since Assistant Vice
(2/3/66) 2002 President (from 2000),
previously, Associate
of Nuveen Investments,
LLC.
Peter H. D'Arrigo Vice President Term: Annual Vice President of 156
333 West Wacker Drive and Treasurer Length of Nuveen Investments,
Chicago, IL 60606 Service: Since LLC (since 1999);
(11/28/67) 1999 prior 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.
</Table>
24
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX
NAME, ADDRESS HELD WITH TIME OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- -----------------------------------------------------------------------------------------
John N. Desmond Vice President Term: Annual Vice President, 156
333 West Wacker Drive Length of Director of Investment
Chicago, IL 60606 Service: Since Operations, Nuveen
(8/24/61) 2005 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).
Jessica R. Droeger Vice President Term: Annual Vice President (since 156
333 West Wacker Drive and Secretary Length of 2002) and Assistant
Chicago, IL 60606 Service: Since General Counsel (since
(9/24/64) 1998 1998), formerly,
Assistant Vice
President (from 1998)
of Nuveen Investments,
LLC; Vice President
and Assistant
Secretary (since 2005)
of Nuveen Asset
Management; Vice
President (from 2002
to 2004) and Assistant
Secretary (from 1998
to 2004), of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
</Table>
25
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX
NAME, ADDRESS HELD WITH TIME OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- -----------------------------------------------------------------------------------------
Lorna C. Ferguson Vice President Term: Annual Managing Director 156
333 West Wacker Drive Length of (since 2004),
Chicago, IL 60606 Service: previously, Vice
(10/24/45) Since 1998 President of Nuveen
Investments, LLC;
Managing Director of
Nuveen Asset
Management;
previously, 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 Nuveen Asset
Chicago, IL 60606 Service: Management (since
(3/2/64) Since 1995 2001); Vice President
of Nuveen Investments
Advisers Inc. (since
2002); Managing
Director (from 2001 to
2004), formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;(2)
Chartered Financial
Analyst.
Stephen D. Foy Vice President Term: Annual Vice President (since 156
333 West Wacker Drive and Controller Length of 1993) and Funds
Chicago, IL 60606 Service: Controller (since
(5/31/54) Since 1993 1998) of Nuveen
Investments, LLC; Vice
President (since 1998)
and formerly, Funds
Controller of Nuveen
Investments, Inc.;
Certified Public
Accountant.
</Table>
26
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX
NAME, ADDRESS HELD WITH TIME OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- -----------------------------------------------------------------------------------------
James D. Grassi Vice President Term: Annual Vice President and 156
333 West Wacker Drive and Chief Length of Deputy Director of
Chicago, IL 60606 Compliance Service: Compliance (since
(4/13/56) Officer Since 2004 2004) of Nuveen
Investments, LLC,
Nuveen Investments
Advisers Inc., Nuveen
Asset Management and
Rittenhouse Asset
Management, Inc.;
previously, Vice
President and Deputy
Director of Compliance
(2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;(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 Nuveen Investments,
Chicago, IL 60606 Service: LLC (since 2000);
(3/22/63) Since 2000 prior 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 Nuveen Investments,
Chicago, IL 60606 Service: LLC (since 1999).
(8/27/61) Since 2002
</Table>
27
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX
NAME, ADDRESS HELD WITH TIME OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- -----------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, 156
333 West Wacker Drive and Assistant Length of Assistant Secretary
Chicago, IL 60606 Secretary Service: and Assistant General
(7/27/51) Since 1988 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)
- -----------------------------------------------------------------------------------------
</Table>
(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 merged
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, (2) the quality and integrity
of the financial statements of the Funds, and (3) the independent registered
public accounting firm's 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 registered public
accounting firm 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
28
registered public accounting firm. The committee is currently composed of five
Board Members and operates under a written charter adopted and approved by the
Board, a copy of which is attached as Appendix F. Each committee member meets
the independence and experience requirements applicable to the Funds of the New
York 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
29
AUDIT AND RELATED FEES. The following tables provide the aggregate fees billed
by PricewaterhouseCoopers 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.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
--------------- --------------------------------- ---------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
--------------- --------------- --------------- --------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005 2004 2005 2004 2005
---------------------------------------------------------------------------------------
Equity Premium Advantage(5).... N/A N/A N/A N/A N/A
Equity Premium(6).............. N/A N/A N/A N/A N/A
Equity Premium
Opportunity(7)............... N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------
<Caption>
- ------------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER
AND ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2004 2005 2004 2005
---------------------------------
Equity Premium Advantage(5).... N/A N/A
Equity Premium(6).............. N/A N/A
Equity Premium
Opportunity(7)............... N/A N/A
- -------------------------------
</Table>
(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) Equity Premium Advantage commenced operations on May 25, 2005.
(6) Equity Premium commenced operations on October 25, 2004.
(7) Equity Premium Opportunity commenced operations on January 26, 2005.
30
NON-AUDIT FEES. The following tables provide the aggregate non-audit fees billed
by PricewaterhouseCoopers LLP for services rendered to each Fund, the Adviser
and the Adviser Entities during each Fund's last two fiscal years.
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE OPERATIONS BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES AND FINANCIAL REPORTING ADVISER ENTITIES (ALL OTHER
FUND BILLED TO FUND OF FUND) ENGAGEMENTS) TOTAL
- ----------------------------- ------------------------- --------------------------- --------------------------- -----------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004
- ----------------------------------------------------------------------------------------------------------------------------------
Equity Premium
Advantage(1)............... N/A N/A N/A N/A
Equity Premium(2)............
Equity Premium
Opportunity(3)............. N/A N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------
<Caption>
- ----------------------------- -----------
FUND TOTAL
- ----------------------------- -----------
FISCAL YEAR
ENDED 2005
- ----------------------------- -----------
Equity Premium
Advantage(1)...............
Equity Premium(2)............
Equity Premium
Opportunity(3).............
- -----------------------------
</Table>
(1) Equity Premium Advantage commenced operations on May 25, 2005.
(2) Equity Premium commenced operations on October 25, 2004.
(3) Equity Premium Opportunity commenced operations on January 26, 2005.
31
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 firm 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 PricewaterhouseCoopers LLP entered into on or after May 6,
2003, the audit committee approved in advance all audit services and non-audit
services that PricewaterhouseCoopers 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 PricewaterhouseCoopers
LLP to each Fund or the Adviser or Adviser Entities were pre-approved by the
audit committee pursuant to the pre-approval exception under Rule
2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE
FOR APPROVAL OF THE ELECTION OF THE NOMINEES.
ADDITIONAL INFORMATION
APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Board has appointed PricewaterhouseCoopers LLP as independent registered
public accounting firm to audit the books and records of each Fund for its
fiscal year. A representative of PricewaterhouseCoopers LLP will be present at
the Annual Meetings to make a statement, if such representative so desires, and
to respond to shareholders' questions. PricewaterhouseCoopers 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. 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 . 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, except
32
INFORMATION ABOUT THE ADVISER
NAM, 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 Investments, Inc., 333 West Wacker Drive, Chicago, Illinois
60606. Founded in 1898, Nuveen Investments, Inc. and its affiliates had over
$128 billion of assets under management as of September 30, 2005. Nuveen
Investments, Inc. 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 20, 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 January 3, 2007. Timely
submission of a proposal does not mean that such proposal will be included in a
proxy statement.
SHAREHOLDER COMMUNICATIONS
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 and all other costs in connection with the
solicitation of proxies will be paid by each Fund, except that Gateway will pay
the incremental costs of approving the New Sub-Advisory Agreements. Solicitation
may be made by letter or telephone by officers or employees of Nuveen or the
Adviser, or by dealers and their representatives. The Funds have engaged D.F.
King & Co., Inc., to assist in the solicitation of proxies at an estimated cost
of $ per Fund plus reasonable expenses. Gateway will pay these solicitation
costs.
LAST FISCAL YEAR
The last fiscal year end for Equity Premium was December 31, 2005. Equity
Premium Advantage and Equity Premium Opportunity have inception dates of May 25,
2005 and January 26, 2005, respectively, and have not completed a full fiscal
year.
33
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 Meetings. However, if other
matters are properly presented to the 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 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 Meetings.
Failure of a quorum to be present at any 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 Meeting to permit further
solicitation of proxies with respect to any of the proposals 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
January , 2006
34
APPENDIX A
DATES RELATING TO SUB-ADVISORY AGREEMENTS
<Table>
<Caption>
- -------------------------------------------------------------------------------------------
DATE ORIGINAL
DATE ORIGINAL SUB-ADVISORY
SUB-ADVISORY AGREEMENT WAS
DATE OF ORIGINAL AGREEMENT WAS LAST APPROVED
SUB-ADVISORY LAST APPROVED FOR CONTINUANCE
FUND AGREEMENT(S) BY SHAREHOLDERS BY BOARD
- -------------------------------------------------------------------------------------------
Equity Premium Advantage July 28, 2005 May 25, 2005* N/A
July 26,
Equity Premium July 28, 2005 2005** N/A
July 26,
Equity Premium Opportunity July 28, 2005 2005** N/A
- -------------------------------------------------------------------------------------------
</Table>
* The Original Sub-Advisory Agreement for Equity Premium Advantage was approved
by the sole shareholder on May 25, 2005.
** The Original Sub-Advisory Agreements for Equity Premium and Equity Premium
Opportunity were approved by shareholders at a special meeting held July 26,
2005 relating to a change in control of NAM.
A-1
APPENDIX B
[INSERT FORM OF NEW SUB-ADVISORY AGREEMENT]
B-1
APPENDIX C
OFFICERS AND DIRECTORS OF GATEWAY
<Table>
<Caption>
- ---------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------
Walter G. Sall Chairman and Trustee, Gateway Trust and Gateway
Chairman and Chief Variable Insurance Trust; Director, Melmedica
Executive Officer Children's Healthcare, Inc.; Director, Anderson Bank
Company of Cincinnati, Ohio.
J. Patrick Rogers President, Gateway Trust and Gateway Variable Insurance
President, Chief Trust; Trustee, Gateway Trust; Portfolio Manager,
Investment Officer and Gateway Fund and Gateway VIT Fund.
Director
Geoffrey Keenan Vice President, Gateway Trust and Gateway Variable
Executive Vice Insurance Trust.
President
and Chief Operating
Officer
Gary H. Goldschmidt Vice President and Treasurer, Gateway Trust and Gateway
Vice President and Variable Insurance Trust.
Chief
Financial Officer
Harry E. Merriken
Senior Vice President
Paul R. Stewart
Senior Vice President
Donna M. Squeri Secretary, Gateway Trust and Gateway Variable Insurance
General Counsel and Trust.
Secretary
Kenneth H. Toft
Vice President
</Table>
C-1
APPENDIX D
SUB-ADVISORY FEE RATES AND
AGGREGATE SUB-ADVISORY FEES PAID
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------
FUND AVERAGE DAILY FEES PAID TO
MANAGED ASSETS OF SUB-ADVISORY FEE GATEWAY DURING NET ASSETS AS
FUND FUND(1) PAID TO GATEWAY LAST FISCAL YEAR OF 12/31/05
- --------------------------------------------------------------------------------------------------------------
Equity Premium Up to $200 million 55.0% of NAM's
Advisory Fee
$200 million to $300 million 52.5% of NAM's
Advisory Fee
$300 million and over 50.0% of NAM's
Advisory Fee
- --------------------------------------------------------------------------------------------------------------
Equity Premium Up to $200 million 55.0% of NAM's
Opportunity Advisory Fee
$200 million to $300 million 52.5% of NAM's
Advisory Fee
$300 million and over 50.0% of NAM's
Advisory Fee
- --------------------------------------------------------------------------------------------------------------
Equity Premium Up to $500 million 0.3150% of average
Advantage(2) daily Managed Assets
$500 million to $1 billion 0.3025% of average
daily Managed Assets
$1 billion to $1.5 billion 0.2900% of average
daily Managed Assets
$1.5 billion to $2 billion 0.2775% of average
daily Managed Assets
$2 billion and over 0.2650% of average
daily Managed Assets
- --------------------------------------------------------------------------------------------------------------
</Table>
FEE RATES AND NET ASSETS OF FUNDS ADVISED BY GATEWAY
WITH SIMILAR INVESTMENT OBJECTIVES AS THE FUNDS
<Table>
<Caption>
- --------------------------------------------------------------------------------------------
FEE RATES
--------------------------------
FUND AVERAGE DAILY NET ASSETS
SIMILAR FUND NET ASSETS FEE RATE AS OF 12/31/05
- --------------------------------------------------------------------------------------------
Gateway Fund All 0.57%(3)
TA IDEX Protected Up to $100 million 0.400%
Principal Stock(4) Over $100 million 0.375%
- --------------------------------------------------------------------------------------------
</Table>
(1) Managed Assets consist of the Fund's net assets, including assets
attributable to any preferred shares that may be outstanding, and the
principal amount of any other borrowings.
(2) Fee rate for Equity Premium Advantage in effect until December 31, 2006.
Thereafter, each breakpoint percentage is decreased by 0.015%.
(3) This fee reflects the terms of the Management Agreement under which Gateway
is paid 0.925% of the average value of the daily net assets of the Gateway
Fund minus the amount of the Gateway Fund's expenses incurred pursuant to
its Distribution Plan. Also under the Management Agreement, Gateway receives
no separate fee for its transfer agency, fund accounting and other services
to the Gateway Fund, and Gateway pays the Gateway Fund's expenses of
reporting to shareholders.
(4) Gateway serves as sub-adviser to this fund.
D-1
APPENDIX E
BROKERAGE COMMISSIONS PAID TO
[INSERT NAME OF BROKER AFFILIATED WITH SUB-ADVISER]
DURING LAST FISCAL YEAR
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
AGGREGATE AMOUNT OF PERCENTAGE OF AGGREGATE
BROKERAGE COMMISSIONS PAID TO BROKERAGE COMMISSIONS PAID TO
[INSERT NAME OF [INSERT NAME OF
FUND AFFILIATED BROKER] AFFILIATED BROKER]
- -----------------------------------------------------------------------------------------
Equity Premium Advantage
Equity Premium
Equity Premium Opportunity
- -----------------------------------------------------------------------------------------
</Table>
E-1
APPENDIX F
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 required by the Commission to be
included in the Fund's annual proxy statements or otherwise.
F-1
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.
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
F-2
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.
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).
F-3
2. Meeting with the independent auditors and Fund management to review the
scope, fees, audit plans and staffing for the audit, for the current
year. At the conclusion of the audit, reviewing such audit results,
including the independent auditors' evaluation of the Funds' financial
and internal controls, any comments or recommendations of the
independent auditors, any audit problems or difficulties and
management's response, including any restrictions on the scope of the
independent auditor's activities or on access to requested information,
any significant disagreements with management, any accounting
adjustments noted or proposed by the auditor but not made by the Fund,
any communications between the audit team and the audit firm's national
office regarding auditing or accounting issues presented by the
engagement, any significant changes required from the originally planned
audit programs and any adjustments to the financial statements
recommended by the auditors.
3. Pre-approving all audit services and permitted non-audit services, and
the terms thereof, to be performed for the Funds by their independent
auditors, subject to the de minimis exceptions for non-audit services
described in Section 10a of the Exchange Act that the Audit Committee
approves prior to the completion of the audit, in accordance with any
policies or procedures relating thereto as adopted by the Board or the
Audit Committee. The Chairman of the Audit Committee shall be authorized
to give pre-approvals of such non-audit services on behalf of the Audit
Committee.
4. Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may be
amended, restated, modified or replaced) regarding (a) the independent
auditor's internal quality-control procedures; (b) any material issues
raised by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years, respecting
one or more independent audits carried out by the firm; (c) any steps
taken to deal with any such issues; and (d) all relationships between
the independent auditor and the Funds and their affiliates, in order to
assist the Audit committee in assessing the auditor's independence.
After reviewing the foregoing report[s] and the independent auditor's
work throughout the year, the Audit Committee shall be responsible for
evaluating the qualifications, performance and independence of the
independent auditor and their compliance with all applicable
requirements for independence and peer review, and a review and
evaluation of the lead partner, taking into account the opinions of Fund
management and the internal auditors, and discussing such reports with
the independent auditors. The Audit Committee shall present its
conclusions with respect to the independent auditor to the Board.
5. Reviewing any reports from the independent auditors mandated by Section
10A(b) of the Exchange Act regarding any illegal act detected by the
independent auditor (whether or not perceived to have a material effect
on the Funds' financial statements) and obtaining from the independent
auditors any information about illegal acts in accordance with Section
10A(b).
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
F-4
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.
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.
F-5
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.
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.
F-6
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.
F-7
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com JLA0306
(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 1-800-690-6903 and follow
the recorded instructions.
2. On the Internet at www.proxyweb.com and follow the simple instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope.
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 sales
conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois,
on Wednesday, March 29, 2006 at 10:30 a.m., Chicago time. At this meeting, you
will be asked to vote on the proposals 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 (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).
Date:
---------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)
---------------------------------------
---------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS
IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE
PROXY. IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
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 PROPOSALS SET FORTH IN THIS PROXY.
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. Approval of the new sub-advisory agreement between
Nuveen Asset Management and Gateway Investment FOR AGAINST
Advisers, L.P. [ ] [ ]
2. 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.)
- -------------------------------------------------------------------