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. )
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[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[X] 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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IMPORTANT NOTICE
TO NUVEEN FUND SHAREHOLDERS
* MARCH 2006 *
To date, we have not received your vote on the proposals to be presented at the
March 29, 2006 shareholder meeting. The following is a re-print of the brief
overview of the issues which was previously sent to you. It should be read in
conjunction with your Fund's proxy statement which was mailed to you earlier. If
you would like another copy of the proxy statement, please call us at (800)
257-8787 weekdays from 8:00 a.m. to 6:00 p.m. Central Time.
Your vote is important to your Fund. We encourage all shareholders to
participate in the governance of their Fund.
YOUR VOTE IS VERY IMPORTANT.
If you have not already done so, please fill out and return the enclosed proxy
card in a timely fashion. Thank you for your support of the Nuveen family of
Closed-End Exchange-Traded Funds.
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 serves as its Chairman. Mr. Rogers is Gateway's President and
Chief Executive 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 January 1, 2006 (the
"Exercise").
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 Gateway can continue to serve as your
fund's sub-adviser and so 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.