UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
NUVEEN GLOBAL VALUE OPPORTUNITIES FUND (JGV)
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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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<Table>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois 60606
APRIL 4, 2007 (800) 257-8787
</Table>
MARCH 2, 2007
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK)
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN)
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY)
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP)
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN)
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN)
NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO)
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF)
NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK)
NUVEEN REAL ESTATE INCOME FUND (JRS)
NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD)
NUVEEN EQUITY PREMIUM AND GROWTH FUND (JPG)
NUVEEN EQUITY PREMIUM ADVANTAGE FUND (JLA)
NUVEEN EQUITY PREMIUM INCOME FUND (JPZ)
NUVEEN EQUITY PREMIUM OPPORTUNITY FUND (JSN)
NUVEEN QUALITY PREFERRED INCOME FUND (JTP)
NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS)
NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP)
NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA)
NUVEEN GLOBAL GOVERNMENT ENHANCED INCOME FUND (JGG)
NUVEEN GLOBAL VALUE OPPORTUNITIES FUND (JGV)
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
New York Dividend Advantage Municipal Fund, Nuveen New York Dividend Advantage
Municipal Fund 2, Nuveen Insured New York Dividend Advantage Municipal Fund,
Nuveen Insured New York Tax-Free Advantage Municipal Fund, Nuveen Real Estate
Income Fund ("Real Estate"), Nuveen Diversified Dividend and Income Fund
("Diversified Dividend"), Nuveen Equity Premium and Growth Fund ("Equity
Premium"), Nuveen Equity Premium Advantage Fund ("Equity Premium Advantage"),
Nuveen Equity Premium Income Fund ("Equity Premium Income"), Nuveen Equity
Premium Opportunity Fund ("Equity Premium Opportunity"), Nuveen Quality
Preferred Income Fund ("Quality Preferred"), Nuveen Quality Preferred Income
Fund 2 ("Quality Preferred 2"), Nuveen Quality Preferred Income Fund 3 ("Quality
Preferred 3"), Nuveen Tax-Advantaged Total Return Strategy Fund ("Tax-
Advantaged"), Nuveen Global Government Enhanced Income Fund ("Global
Government") and Nuveen Global Value Opportunity Fund ("Global Value"), each a
MASSACHUSETTS BUSINESS TRUST, and Nuveen New York Investment Quality Municipal
Fund, Inc., Nuveen New York Municipal Value Fund, Inc. ("New York Value"),
Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen New York Quality
Income Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund, Inc.
and Nuveen Insured New York Premium Income Municipal Fund, Inc., each a
MINNESOTA CORPORATION (individually, a "Fund" and collectively, the "Funds"),
will be held in the 31st Floor Conference Room of Nuveen Investments, 333 West
Wacker Drive, Chicago, Illinois, on Wednesday, April 4, 2007, at 10:30 a.m.,
Chicago time (for each Fund, an "Annual Meeting"), for the following purposes
and to transact such other business, if any, as may properly come before the
Annual Meeting.
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To elect Members to the Board of Directors/Trustees (each a "Board" and each
Director or Trustee a "Board Member") of each Fund as outlined below:
a. For each Massachusetts Business Trust, except Equity Premium, Equity
Premium Advantage, Equity Premium Income, Equity Premium Opportunity,
Global Government, Global Value, Real Estate and Diversified Dividend,
to elect ten (10) Board Members.
i) eight (8) Board Members to be elected by the holders of Common
Shares and Fund Preferred shares for Quality Preferred, Quality
Preferred 2, Quality Preferred 3, Tax-Advantaged; and Municipal
Auction Rate Cumulative Preferred Shares for each other Fund
(collectively, "Preferred Shares"), voting together as a single
class; and
ii) two (2) Board Members to be elected by the holders of Preferred
Shares only, voting separately as a single class.
b. For Equity Premium, Equity Premium Opportunity, Equity Premium
Advantage, Equity Premium Income, Global Government and Global Value, to
elect ten (10) Board Members.
c. For Real Estate and Diversified Dividend, to elect nine (9) Board
Members.
i) seven (7) Board Members to be elected by the holders of Common
Shares and Preferred shares, voting together as a single class; and
ii) two (2) Board Members to be elected by the holders of Preferred
Shares only, voting separately as a single class.
d. For each Minnesota Corporation, except New York Value, to elect ten (10)
Board Members.
i) eight (8) Board Members to be elected by the holders of Common
Shares and Municipal Auction Rate Cumulative Preferred Shares for
each Fund ("Preferred Shares"), voting together as a single class;
and
ii) two (2) Board Members to be elected by the holders of Preferred
Shares only, voting separately as a single class.
e. For New York Value, to elect four (4) Board Members.
2. To transact such other business as may properly come before the Annual
Meeting.
Shareholders of record at the close of business on February 5, 2007 are entitled
to notice of and to vote at the Annual Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO
AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE
REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER
THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY
TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND
FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER
THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW
THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE.
Jessica R. Droeger
Vice President and Secretary
<Table>
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
</Table>
MARCH 2, 2007
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK)
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN)
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY)
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP)
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN)
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN)
NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO)
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF)
NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK)
NUVEEN REAL ESTATE INCOME FUND (JRS)
NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD)
NUVEEN EQUITY PREMIUM AND GROWTH FUND (JPG)
NUVEEN EQUITY PREMIUM ADVANTAGE FUND (JLA)
NUVEEN EQUITY PREMIUM INCOME FUND (JPZ)
NUVEEN EQUITY PREMIUM OPPORTUNITY FUND (JSN)
NUVEEN QUALITY PREFERRED INCOME FUND (JTP)
NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS)
NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP)
NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA)
NUVEEN GLOBAL GOVERNMENT ENHANCED INCOME FUND (JGG)
NUVEEN GLOBAL VALUE OPPORTUNITIES FUND (JGV)
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Trustees (each a "Board" and collectively, the
"Boards," and each Director or Trustee a "Board Member" and collectively, the
"Board Members") of each of Nuveen New York Dividend Advantage Municipal Fund,
Nuveen New York Dividend Advantage Municipal Fund 2, Nuveen Insured New York
Dividend Advantage Municipal Fund, Nuveen Insured New York Tax-Free Advantage
Municipal Fund, Nuveen Real Estate Income Fund ("Real Estate"), Nuveen
Diversified Dividend and Income Fund ("Diversified Dividend"), Nuveen Equity
Premium and Growth Fund ("Equity Premium"), Nuveen Equity Premium Advantage Fund
("Equity Premium Advantage"), Nuveen Equity Premium Income Fund ("Equity Premium
Income"), Nuveen Equity Premium Opportunity Fund ("Equity Premium Opportunity"),
Nuveen Quality Preferred Income Fund ("Quality Preferred"), Nuveen Quality
Preferred Income Fund 2 ("Quality Preferred 2"), Nuveen Quality Preferred Income
Fund 3 ("Quality Preferred 3"), Nuveen Tax-Advantaged Total Return Strategy Fund
("Tax-Advantaged"), Nuveen Global Government Enhanced Income Fund ("Global
Government") and Nuveen Global Value Opportunity Fund ("Global Value"), each a
MASSACHUSETTS BUSINESS TRUST, and Nuveen New York Investment Quality Municipal
Fund, Inc., Nuveen New York Municipal Value Fund, Inc. ("New York Value"),
Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen New York Quality
Income Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund, Inc.
and Nuveen Insured New York Premium Income Municipal Fund, Inc., each a
MINNESOTA CORPORATION, (the Massachusetts Business
1
Trusts and Minnesota Corporations are each a "Fund" and collectively, the
"Funds"), of proxies to be voted at the Annual Meeting of Shareholders to be
held in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker
Drive, Chicago, Illinois, on Wednesday, April 4, 2007, at 10:30 a.m., Chicago
time (for each Fund, an "Annual Meeting" and collectively, the "Annual
Meetings"), and at any and all adjournments thereof.
On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is specified, the shares will be voted FOR the
election of the nominees as listed in this Joint Proxy Statement. Shareholders
who execute proxies may revoke them at any time before they are voted by filing
with that Fund a written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
This Joint Proxy Statement is first being mailed to shareholders on or about
March 2, 2007.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders.
The following table indicates which shareholders are solicited with respect to
each matter:
<Table>
<Caption>
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PREFERRED
MATTER COMMON SHARES SHARES(1)
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1a(i). For each Massachusetts Business X X
Trust, election of eight (8) Board
Members by all shareholders (except
Equity Premium, Equity Premium
Opportunity, Equity Premium
Advantage, Equity Premium Income,
Global Government, Global Value, Real
Estate and Diversified Dividend).
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1a(ii). For each Massachusetts Business X
Trust, election of two (2) Board
Members by Preferred Shares only
(except Equity Premium, Equity
Premium Opportunity, Equity Premium
Advantage, Equity Premium Income,
Global Government, Global Value, Real
Estate and Diversified Dividend).
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1b. For Equity Premium, Equity Premium X N/A
Opportunity, Equity Premium
Advantage, Equity Premium Income,
Global Government and Global Value,
election of ten (10) Board Members by
all shareholders.
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1c(i). For Real Estate and Diversified X X
Dividend, election of seven (7) Board
Members by all shareholders.
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1c(ii). For Real Estate and Diversified X
Dividend, election of two (2) Board
Members by Preferred Shares only.
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1d(i). For each Minnesota Corporation, X X
election of eight (8) Board Members
by all shareholders (except New York
Value).
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1d(ii). For each Minnesota Corporation, X
election of two (2) Board Members by
Preferred Shares only (except New
York Value).
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1e. For New York Value, election of four X N/A
(4) Board Members by all
shareholders.
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</Table>
(1) FundPreferred shares for Real Estate, Diversified Dividend, Quality
Preferred, Quality Preferred 2, Quality Preferred 3 and Tax-Advantaged;
and Municipal Auction Rate Cumulative Preferred Shares ("MuniPreferred")
for each other Fund are referred to as "Preferred Shares."
2
A quorum of shareholders is required to take action at each Annual Meeting. A
majority of the shares entitled to vote at each Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at that Annual
Meeting, except that for the election of the two Board Member nominees to be
elected by holders of Preferred Shares of each Fund (with the exception of
Equity Premium, Equity Premium Opportunity, Equity Premium Advantage, Equity
Premium Income, Global Government, Global Value and New York Value), 33 1/3% of
the Preferred Shares entitled to vote and represented in person or by proxy will
constitute a quorum. Votes cast by proxy or in person at each Annual Meeting
will be tabulated by the inspectors of election appointed for that Annual
Meeting. The inspectors of election will determine whether or not a quorum is
present at the Annual Meeting. The inspectors of election will treat abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees, typically in
"street name," as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter) as present for
purposes of determining a quorum.
For each Fund, the affirmative vote of a plurality of shares present and
entitled to vote at the Annual Meeting will be required to elect the Board
Members of that Fund. For purposes of determining the approval of the proposal
to elect nominees for each Fund, absentations and broker non-votes will have no
effect on the election of Board Members.
Preferred Shares held in "street name" as to which voting instructions have not
been received from the beneficial owners or persons entitled to vote as of one
business day before the Annual Meeting, or, if adjourned, one business day
before the day to which the Annual Meeting is adjourned, and that would
otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New
York Stock Exchange, be voted by the broker on the proposal in the same
proportion as the votes cast by all Preferred shareholders as a class who have
voted on the proposal or in the same proportion as the votes cast by all
Preferred shareholders of the Fund who have voted on that item. Rule 452 permits
proportionate voting of Preferred Shares with respect to a particular item if,
among other things, (i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the holders of such
shares with respect to such item and (ii) less than 10% of the Preferred Shares
or shares of a series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of meeting the 30%
test, abstentions will be treated as shares "voted" and, for the purpose of
meeting the 10% test, abstentions will not be treated as shares "voted" against
the item.
Those persons who were shareholders of record at the close of business on
February 5, 2007 will be entitled to one vote for each share held. As of
February 5, 2007, the shares of the Funds were issued and outstanding as
follows:
<Table>
<Caption>
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FUND TICKER SYMBOL(1) COMMON SHARES PREFERRED SHARES
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New York Dividend NAN 9,252,240 2,760 Series F
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New York Dividend 2 NXK 6,487,447 1,880 Series W
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New York Investment Quality NQN 17,720,932 9,000 Series M
2,400 Series T
2,400 Series F
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New York Value NNY 15,120,364 N/A
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</Table>
3
<Table>
<Caption>
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FUND TICKER SYMBOL(1) COMMON SHARES PREFERRED SHARES
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New York Performance Plus NNP 15,031,938 1,600 Series M
800 Series T
2,000 Series W
572 Series F
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New York Quality NUN 24,083,739 2,200 Series M
2,200 Series W
2,400 Series TH
1,080 Series F
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New York Select NVN 23,435,202 1,720 Series T
2,400 Series W
3,600 Series TH
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Insured New York Dividend NKO 7,957,934 2,440 Series TH
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Insured New York Premium NNF 8,329,214 1,320 Series M
1,280 Series T
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Insured New York Tax-Free NRK 3,512,848 1,080 Series TH
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Real Estate JRS 28,190,286 1,720 Series M
1,720 Series T
1,720 Series W
1,720 Series F
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Diversified Dividend JDD 20,165,263 2,400 Series T
2,400 Series W
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Equity Premium JPG 16,521,677 N/A
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Equity Premium Advantage JLA 25,914,855 N/A
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Equity Premium Income JPZ 38,540,911 N/A
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Equity Premium Opportunity JSN 66,258,979 N/A
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Quality Preferred JTP 64,514,237 3,520 Series M
3,520 Series T
3,520 Series W
3,520 Series TH
3,520 Series F
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Quality Preferred 2 JPS 119,669,289 4,800 Series M
4,800 Series T
4,000 Series T2
4,800 Series W
4,800 Series TH
4,000 Series TH2
4,800 Series F
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Quality Preferred 3 JHP 23,664,738 3,320 Series M
3,320 Series TH
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Tax-Advantaged JTA 13,905,498 1,800 Series W
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Global Government JGG 9,288,507 N/A
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Global Value JGV 19,360,949 N/A
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</Table>
(1) The common shares of all of the Funds are listed on the New York Stock
Exchange, except NXK, NKO, NRK and JRS, which are listed on the American
Stock Exchange.
4
ELECTION OF BOARD MEMBERS
GENERAL
MASSACHUSETTS BUSINESS TRUSTS
In February 2006, the By-Laws of each Massachusetts Business Trust were amended
to provide for the division of the Board into classes. Pursuant to the amended
By-Laws, the Board Members of each Massachusetts Business Trust classified
themselves by resolution dated November 14, 2006 into three classes, Class I,
Class II and Class III, to be elected at the Annual Meeting by the holders of
the outstanding Common Shares or Common Shares and Preferred Shares, voting
together as a single class. If elected, Class I Board Members will serve until
the third succeeding annual meeting subsequent to their election; Class II Board
Members will serve until the first succeeding annual meeting subsequent to their
election; and Class III Board Members will serve until the second succeeding
annual meeting subsequent to their election. At each subsequent annual meeting,
the Board Members chosen to succeed those whose terms are expiring shall be
identified as being of the same class as the Board Members whom they succeed and
shall be elected for a term expiring at the time of the third succeeding annual
meeting subsequent to their election or thereafter in each case when their
respective successors are duly elected and qualified. For each Massachusetts
Business Trust, except Equity Premium, Equity Premium Advantage, Equity Premium
Income, Equity Premium Opportunity, Global Government and Global Value, under
normal circumstances, holders of Preferred Shares will continue to be entitled
to elect two (2) Board Members. The Board Members elected by holders of
Preferred Shares will be elected to serve until the next annual meeting or until
their successors shall have been duly elected and qualified.
A. FOR EACH MASSACHUSETTS BUSINESS TRUST (EXCEPT EQUITY PREMIUM, EQUITY
PREMIUM ADVANTAGE, EQUITY PREMIUM INCOME, EQUITY PREMIUM OPPORTUNITY,
GLOBAL GOVERNMENT, GLOBAL VALUE, REAL ESTATE AND DIVERSIFIED DIVIDEND):
(i) eight (8) Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class. Board
Members Brown, Stockdale and Stone have been designated as Class I Board
Members, and as nominees for Board Members for a term expiring at the
annual meeting of shareholders in 2010 or until their successors have been
duly elected and qualified. Board Members Hunter, Kundert and Sunshine have
been designated as Class II Board Members, and as nominees for Board
Members for a term expiring at the annual meeting of shareholders in 2008
or until their successors have been duly elected and qualified. Board
Members Bremner and Evans have been designated as Class III Board Members,
and as nominees for Board Members for a term expiring at the annual meeting
of shareholders in 2009 or until their successors have been duly elected
and qualified.
(ii) two (2) Board Members are to be elected by holders of Preferred
Shares, voting separately as a single class. Board Members Schneider and
Schwertfeger are nominees for election by holders of Preferred Shares for a
term expiring at the next annual meeting or until their successors have
been duly elected and qualified.
B. FOR EQUITY PREMIUM, EQUITY PREMIUM ADVANTAGE, EQUITY PREMIUM INCOME,
EQUITY PREMIUM OPPORTUNITY, GLOBAL GOVERNMENT AND GLOBAL VALUE:
(i) ten (10) Board Members are to be elected by all shareholders.
Board Members Brown, Stockdale, Stone and Schwertfeger have been designated
as Class I Board
5
Members, and as nominees for Board Members for a term expiring at the
annual meeting of shareholders in 2010 or until their successors have been
duly elected and qualified. Board Members Hunter, Kundert and Sunshine have
been designated as Class II Board Members, and as nominees for Board
Members for a term expiring at the annual meeting of shareholders in 2008
or until their successors have been duly elected and qualified. Board
Members Bremner, Evans and Schneider have been designated as Class III
Board Members, and as nominees for Board Members for a term expiring at the
annual meeting of shareholders in 2009 or until their successors have been
duly elected and qualified.
C. FOR REAL ESTATE AND DIVERSIFIED DIVIDEND:
(i) seven (7) Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class. Board
Members Brown, Stockdale and Stone have been designated as Class I Board
Members, and as nominees for Board Members for a term expiring at the
annual meeting of shareholders in 2010 or until their successors have been
duly elected and qualified. Board Members Hunter and Sunshine have been
designated as Class II Board Members, and as nominees for Board Members for
a term expiring at the annual meeting of shareholders in 2008 or until
their successors have been duly elected and qualified. Board Members
Bremner and Evans have been designated as Class III Board Members, and as
nominees for Board Members for a term expiring at the annual meeting of
shareholders in 2009 or until their successors have been duly elected and
qualified.
(ii) two (2) Board Members are to be elected by holders of Preferred
Shares, voting together as a single class. Board Members Schneider and
Schwertfeger are nominees for election by holders of Preferred Shares for a
term expiring at the next annual meeting or until their successors have
been duly elected and qualified.
MINNESOTA CORPORATIONS
At the Annual Meeting of each Minnesota Corporation, Board Members are to be
elected to serve until the next annual meeting or until their successors shall
have been duly elected and qualified. Under the terms of each Minnesota
Corporation's organizational documents (except New York Value), under normal
circumstances, holders of Preferred Shares are entitled to elect two (2) Board
Members, and the remaining Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class. Pursuant to the
organizational documents of New York Value, the Board is divided into three
classes, with each class being elected to serve until the third succeeding
annual meeting subsequent to their election or thereafter in each case when
their respective successors are duly elected and qualified. For New York Value,
four (4) Board Members are nominated to be elected at this meeting.
D. FOR EACH MINNESOTA CORPORATION, EXCEPT NEW YORK VALUE:
(i) eight (8) Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class. Board
Members Bremner, Brown, Evans, Hunter, Kundert, Stockdale, Sunshine and
Stone are nominees for election by all shareholders.
6
(ii) two (2) Board Members are to be elected by holders of Preferred
Shares, each series voting together as a single class. Board Members
Schneider and Schwertfeger are nominees for election by holders of
Preferred Shares.
E. FOR NEW YORK VALUE: The Board of New York Value has designated Board
Members Brown, Schwertfeger and Stone as Class I Board Members, and as
nominees for Board Members for a term expiring at the annual meeting of
shareholders in 2010, and has re-designated Board Member Stockdale as a
Class I Board Member, and as a nominee for Board Member for a term expiring
at the annual meeting of shareholders in 2010, and until their successors
have been duly elected and qualified. The Board re-designated Board Member
Stockdale as a Class I Board Member pursuant to New York Value's Articles
of Incorporation in order to maintain an equal number of directors in each
class. The remaining Board Members, Bremner, Evans, Schneider, Hunter,
Kundert and Sunshine, are current and continuing Board Members. The Board
of New York Value has designated Board Members Bremner, Evans and Schneider
as continuing Class III Board Members for terms expiring in 2009 and has
designated Board Members Hunter, Kundert and Sunshine as continuing Class
II Board Members for terms expiring in 2008.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed in the table
below unless the proxy is marked otherwise. Each of the nominees has agreed to
serve as a Board Member of each Fund if elected. However, Mr. Brown is expected
to retire from his position as a Board Member on June 30, 2007. 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.
For all Funds other than New York Value, all Board Member nominees were last
elected to each Fund's Board at the annual meeting of shareholders held on March
29, 2006, with the exception of Ms. Stone. In December, 2006, Ms. Stone was
appointed to each Fund's Board effective January 1, 2007. Ms. Stone is presented
in this Joint Proxy Statement as a nominee for election by shareholders and was
recommended to the nominating and governance committee of each Fund's Board by a
third party search firm who received Ms. Stone's name from an Independent Board
Member (as defined below).
For New York Value, Board Members Brown and Schwertfeger were last elected as
Class I Board Members and Board Members Hunter, Kundert and Sunshine were last
elected as Class II Board Members at the annual meeting of shareholders held on
March 22, 2005. Board Members Bremner, Evans, Schneider and Stockdale were last
elected as Class III members of the Board of New York Value at the annual
meeting of shareholders held on March 29, 2006.
Other than Mr. Schwertfeger, all Board Member nominees are not "interested
persons," as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), of the Funds or Nuveen Asset Management (the "Adviser") and have
never been an employee or director of Nuveen Investments, Inc. ("Nuveen"), the
Adviser's parent company, or any affiliate. Accordingly, such Board Members are
deemed "Independent Board Members."
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
7
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 Board Term: Annual or Private Investor 172 N/A
c/o Nuveen Member; Class III Board and Management
Investments, Inc. Lead Member until 2009 Consultant.
333 West Wacker Drive Independent Length of Service:
Chicago, IL 60606 Director Since 1996; Lead
(8/22/40) Independent
Director Since
2005
Lawrence H. Brown Board Term: Annual or Retired (1989) as 172 See
c/o Nuveen Member Class I Board Senior Vice Principal
Investments, Inc. Member until 2010 President of The Occupation
333 West Wacker Drive Length of Service: Northern Trust Description
Chicago, IL 60606 Since 1993 Company; Director,
(7/29/34) Community Advisory
Board for Highland
Park and Highwood,
United Way of the
North Shore (since
2002); Director,
Michael Rolfe
Pancreatic Cancer
Foundation.
</Table>
8
<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 Board Term: Annual or President, The 172 See
c/o Nuveen Member Class III Board Hall-Perrine Principal
Investments, Inc. Member until 2009 Foundation, a Occupation
333 West Wacker Drive Length of Service: private Description
Chicago, IL 60606 Since 1999 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 and Iowa
College Foundation;
formerly, Director,
Alliant Energy;
formerly, Director,
Federal Reserve
Bank of Chicago;
formerly, President
and Chief Operating
Officer, SCI
Financial Group,
Inc., a regional
financial services
firm.
</Table>
9
<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 C. Hunter Board Term: Annual or Dean, Tippie 172 See
c/o Nuveen Member Class II Board College of Principal
Investments, Inc. Member until 2008 Business, Occupation
333 West Wacker Drive Length of Service: University of Iowa Description
Chicago, IL 60606 Since 2004 (since July 2006);
(3/6/48) Director, Credit
Research Center at
Georgetown
University;
Director (since
2004) of Xerox
Corporation, a
publicly held
company; formerly,
(2003-2006), Dean
and Distinguished
Professor of
Finance, School of
Business at the
University of
Connecticut;
formerly, Senior
Vice President and
Director of
Research at the
Federal Reserve
Bank of Chicago
(1995-2003);
formerly, Director,
SS&C Technologies,
Inc. (May 2005-
October 2005).
</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
- ----------------------------------------------------------------------------------------------------------
David J. Kundert Board Term: Annual or Director, 170 See
c/o Nuveen Member Class II Board Northwestern Mutual Principal
Investments, Inc. Member until 2008 Wealth Management Occupation
333 West Wacker Drive Length of Service: Company; retired Description
Chicago, IL 60606 Since 2005 (2004) as Chairman,
(10/28/42) JPMorgan Fleming
Asset Management,
President and CEO,
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;
member of the
Wisconsin Bar
Association; member
of Board of
Directors, Friends
of Boerner
Botanical Gardens;
member of Board of
Directors,
Milwaukee Repertory
Theater.
</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
- ----------------------------------------------------------------------------------------------------------
William J. Schneider Board Term: Annual or Chairman, Miller- 172 See
c/o Nuveen Member Class III Board Valentine Partners Principal
Investments, Inc. Member until 2009 Ltd., a real estate Occupation
333 West Wacker Drive Length of Service: investment company; Description
Chicago, IL 60606 Since 1996 formerly, Senior
(9/24/44) Partner and Chief
Operating Officer
(retired 2004) of
Miller-Valentine
Group; formerly,
Vice President,
Miller-Valentine
Realty; Director,
Chair of the
Finance Committee
and Member of the
Audit Committee of
Premier Health
Partners, the not-
for-profit parent
company of Miami
Valley Hospital;
Vice President of
the Dayton
Philharmonic
Orchestra
Association; Board
Member, Regional
Leaders Forum which
promotes
cooperation on
economic
development issues;
formerly, Director,
Dayton Development
Coalition;
formerly, Member,
Community Advisory
Board, National
City Bank, Dayton,
Ohio and Business
Advisory Council,
Cleveland Federal
Reserve Bank.
</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
- ----------------------------------------------------------------------------------------------------------
Judith M. Stockdale Board Term: Annual or Executive Director, 172 N/A
c/o Nuveen Member Class I Board Gaylord and Dorothy
Investments, Inc. Member until 2010 Donnelley
333 West Wacker Drive Length of Service: Foundation (since
Chicago, IL 60606 Since 1997 1994); prior
(12/29/47) thereto, Executive
Director, Great
Lakes Protection
Fund (from 1990 to
1994).
Carole E. Stone Board Term: Annual or Director, Chicago 172 See
c/o Nuveen Member Class I Board Board Options Principal
Investments, Inc. Member until 2010 Exchange (since Occupation
333 West Wacker Drive Length of Service: 2006); Chair, New Description
Chicago, IL 60606 Since 2007 York Racing
(6/28/47) Association
Oversight Board
(since 2005);
Commissioner, NYSE
Commission on
Public Authority
Reform (since
2005); formerly
Director, New York
State Division of
the Budget (2000-
2004), Chair,
Public Authorities
Control Board
(2000-2004) and
Director, Local
Government
Assistance
Corporation (2000-
2004).
</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
- ----------------------------------------------------------------------------------------------------------
Eugene S. Sunshine Board Term: Annual or Senior Vice 172 See
c/o Nuveen Member Class II Board President for Principal
Investments, Inc. Member until 2008 Business and Occupation
333 West Wacker Drive Length of Service: Finance (since Description
Chicago, IL 60606 Since 2005 1997), Northwestern
(1/22/50) University;
Director (since
2003), Chicago
Board Options
Exchange; 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;
Director (since
2006), Pathways, a
provider of therapy
and related
information for
physically disabled
infants and young
children; formerly,
Director (2003-
2006), National
Mentor Holdings, a
privately-held,
national provider
of home and
community-based
services.
</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
- ----------------------------------------------------------------------------------------------------------
Timothy R. Chairman of Term: Annual or Chairman and 172 See
Schwertfeger(2) the Board Class I Board Director (since Principal
333 West Wacker Drive and Board Member until 2010 1996) of Nuveen Occupation
Chicago, IL 60606 Member Length of Service: Investments, Inc. Description
(3/28/49) Since 1996 and Nuveen
Investments, LLC;
Chairman and
Director (since
1997) of Nuveen
Asset Management;
Chairman and
Director (since
1999) of
Rittenhouse Asset
Management, Inc.;
Chairman of Nuveen
Investments
Advisers, Inc.
(since 2002); Chief
Executive Officer,
NWQ Holdings, LLC;
formerly, Director
(1996-2006) of
Institutional
Capital
Corporation;
formerly, Director
(1992-2004) and
Chairman (1996-
2004) of Nuveen
Advisory Corp. and
Nuveen
Institutional
Advisory Corp.(3)
- ----------------------------------------------------------------------------------------------------------
</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) "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of each Fund's adviser.
(3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005.
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 December 31, 2006.
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- -------------------------------------------------------------------------------------------------
NEW YORK NEW YORK
BOARD MEMBER NEW YORK NEW YORK INVESTMENT NEW YORK PERFORMANCE NEW YORK
NOMINEES DIVIDEND DIVIDEND 2 QUALITY VALUE PLUS QUALITY
- -------------------------------------------------------------------------------------------------
Robert P. Bremner........ $0 $0 $0 $0 $0 $0
Lawrence H. Brown........ $0 $0 $0 $0 $0 $0
Jack B. Evans............ $0 $0 $0 $0 $0 $0
William C. Hunter........ $0 $0 $0 $0 $0 $0
David J. Kundert......... $0 $0 $0 $0 $0 $0
William J. Schneider..... $0 $0 $0 $0 $0 $0
Timothy R. Schwertfeger.. $0 $0 $0 $0 $0 $0
Judith M. Stockdale...... $0 $0 $0 $0 $0 $0
Carole E. Stone(1)....... $0 $0 $0 $0 $0 $0
Eugene S. Sunshine....... $0 $0 $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- -----------------------------------------------------------------------------------------
INSURED INSURED INSURED
BOARD MEMBER NEW YORK NEW YORK NEW YORK NEW YORK
NOMINEES SELECT DIVIDEND PREMIUM TAX-FREE REAL ESTATE
- -----------------------------------------------------------------------------------------
Robert P. Bremner............... $0 $0 $0 $0 $0
Lawrence H. Brown............... $0 $0 $0 $0 $10,001-
$50,000
Jack B. Evans................... $0 $0 $0 $0 $10,001-
$50,000
William C. Hunter............... $0 $0 $0 $0 $0
David J. Kundert................ $0 $0 $0 $0 $0
William J. Schneider............ $0 $0 $0 $0 $0
Timothy R. Schwertfeger......... $0 $0 $0 $0 Over
$100,000
Judith M. Stockdale............. $0 $0 $0 $0 $0
Carole E. Stone(1).............. $0 $0 $0 $0 $0
Eugene S. Sunshine.............. $0 $0 $0 $0 $0
- -----------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- --------------------------------------------------------------------------------------------------------
EQUITY EQUITY EQUITY
BOARD MEMBER DIVERSIFIED EQUITY PREMIUM PREMIUM PREMIUM QUALITY QUALITY
NOMINEES DIVIDEND PREMIUM ADVANTAGE INCOME OPPORTUNITY PREFERRED PREFERRED 2
- --------------------------------------------------------------------------------------------------------
Robert P. Bremner....... Over- $0 $0 $0 $0 $0 $0
$100,000
Lawrence H. Brown....... $0 $0 $0 $0 $0 $10,001- $10,001-
$50,000 $50,000
Jack B. Evans........... $0 $0 $0 $0 $0 $0 $50,001-
$100,000
William C. Hunter....... $0 $0 $0 $0 $0 $0 $0
David J. Kundert........ $0 $0 $0 $0 $0 $0 $0
William J. Schneider.... $10,001- Over $0 $0 $0 $0 $0
$50,000 $100,000
Timothy R.
Schwertfeger.......... $0 $0 $0 $0 $0 $0 Over-
$100,000
Judith M. Stockdale..... $10,001- $0 $0 $0 $0- $0 $0
$50,000 $10,000
Carole E. Stone(1)...... $0 $0 $0 $0 $0 $0 $0
Eugene S. Sunshine...... $50,001- $0 $0 $0 $0 $10,001- $10,001-
$100,000 $50,000 $50,000
- --------------------------------------------------------------------------------------------------------
</Table>
16
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ----------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN
BY BOARD MEMBER
BOARD MEMBER QUALITY TAX- GLOBAL GLOBAL NOMINEES IN FAMILY OF
NOMINEES PREFERRED 3 ADVANTAGED GOVERNMENT VALUE INVESTMENT COMPANIES(2)
- ----------------------------------------------------------------------------------------------------
Robert P. Bremner........ $0 Over- $0 $0 Over $100,000
$100,000
Lawrence H. Brown........ $10,001- $0 $0 $0 Over $100,000
$50,000
Jack B. Evans............ $0 $0 $0 $0 Over $100,000
William C. Hunter........ $0 $50,001- $0 $0 Over $100,000
$100,000
David J. Kundert......... $0 $0 $0 $0 Over $100,000
William J. Schneider..... Over $0 $10,001- $0 Over $100,000
$100,000 $50,000
Timothy R. Schwertfeger.. $0 Over- $0 $0 Over $100,000
$100,000
Judith M. Stockdale...... $0 $0 $0- $0 Over $100,000
$10,000
Carole E. Stone(1)....... $0 $0 $0 $0 $0
$0
Eugene S. Sunshine....... Over- $0 $0 Over $100,000
$100,000
</Table>
- --------------------------------------------------------------------------------
(1) In December 2006, Ms. Stone was appointed to each Fund's Board effective
January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to
her being appointed as a Board Member.
(2) The amounts reflect the aggregate dollar range of equity securities and
the number of shares beneficially owned by the Board Member in the Funds
and in all Nuveen funds overseen by each Board Member.
The following table sets forth, for each Board Member and for the Board Members
and officers as a group, the amount of shares beneficially owned in each Fund as
of December 31, 2006. 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)
- ----------------------------------------------------------------------------------------------
NEW YORK
BOARD MEMBER NEW YORK NEW YORK INVESTMENT NEW YORK NEW YORK
NOMINEES DIVIDEND DIVIDEND 2 QUALITY VALUE PERFORMANCE PLUS
- ----------------------------------------------------------------------------------------------
Robert P. Bremner........... 0 0 0 0 0
Lawrence H. Brown........... 0 0 0 0 0
Jack B. Evans............... 0 0 0 0 0
William C. Hunter........... 0 0 0 0 0
David J. Kundert............ 0 0 0 0 0
William J. Schneider........ 0 0 0 0 0
Timothy R. Schwertfeger..... 0 0 0 0 0
Judith M. Stockdale......... 0 0 0 0 0
Carole E. Stone(2).......... 0 0 0 0 0
Eugene S. Sunshine.......... 0 0 0 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A GROUP....... 0 0 0 0 0
- ----------------------------------------------------------------------------------------------
</Table>
17
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------------------
INSURED INSURED INSURED
BOARD MEMBER NEW YORK NEW YORK NEW YORK NEW YORK NEW YORK
NOMINEES QUALITY SELECT DIVIDEND PREMIUM TAX-FREE
- ---------------------------------------------------------------------------------------
Robert P. Bremner............... 0 0 0 0 0
Lawrence H. Brown............... 0 0 0 0 0
Jack B. Evans................... 0 0 0 0 0
William C. Hunter............... 0 0 0 0 0
David J. Kundert................ 0 0 0 0 0
William J. Schneider............ 0 0 0 0 0
Timothy R. Schwertfeger......... 0 0 0 0 0
Judith M. Stockdale............. 0 0 0 0 0
Carole E. Stone(2).............. 0 0 0 0 0
Eugene S. Sunshine.............. 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................... 0 0 0 0 0
- ---------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------
EQUITY EQUITY EQUITY
BOARD MEMBER REAL DIVERSIFIED EQUITY PREMIUM PREMIUM PREMIUM
NOMINEES ESTATE DIVIDEND PREMIUM ADVANTAGE INCOME OPPORTUNITY
- ------------------------------------------------------------------------------------------------
Robert P. Bremner.......... 0 13,200 0 0 0 0
Lawrence H. Brown.......... 1,000 0 0 0 0 0
Jack B. Evans.............. 1,100 0 0 0 0 0
William C. Hunter.......... 0 0 0 0 0 0
Daniel J. Kundert.......... 0 0 0 0 0 0
William J. Schneider....... 0 650 5,600 0 0 0
Timothy R. Schwertfeger.... 25,000 0 0 0 0 0
Judith M. Stockdale........ 0 1,532 0 0 0 285
Carole E. Stone(2)......... 0 0 0 0 0 0
Eugene S. Sunshine......... 0 3,850(3) 0 0 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A GROUP...... 27,514 20,602 5,600 0 370 285
- ------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -----------------------------------------------------------------------------------------------------
BOARD MEMBER QUALITY QUALITY QUALITY TAX- GLOBAL GLOBAL
NOMINEES PREFERRED PREFERRED 2 PREFERRED 3 ADVANTAGED GOVERNMENT VALUE
- -----------------------------------------------------------------------------------------------------
Robert P. Bremner......... 0 0 0 12,500 0 0
Lawrence H. Brown......... 1,000 1,000 1,000 0 0 0
Jack B. Evans............. 0 4,400 0 0 0 0
William C. Hunter......... 0 0 0 3,675 0 0
Daniel J. Kundert......... 0 0 0 0 0 0
William J. Schneider...... 0 0 7,500 0 500 0
Timothy R. Schwertfeger... 0 50,000 0 71,032 0 0
Judith M. Stockdale....... 0 0 0 0 250 0
Carole E. Stone(2)........ 0 0 0 0 0 0
Eugene S. Sunshine........ 2,075(3) 2,490(3) 0 4,545 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A GROUP..... 3,075 57,890 8,500 92,052 750 900
</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.
(2) In December 2006, Ms. Stone was appointed to each Fund's Board effective
January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to
her being appointed as a Board Member.
(3) These shares are held in a trust for which Mr. Sunshine serves as
trustee. Mr. Sunshine disclaims ownership of these shares.
18
On December 31, 2006, Board Members and executive officers as a group
beneficially owned approximately 1,500,000 shares of all funds managed by
Adviser (includes deferred units and shares held by the executive officers in
Nuveen's 401(k)/profit sharing plan). Each Board Member's individual beneficial
shareholdings of each Fund constitute less than 1% of the outstanding shares of
each Fund. As of December 31, 2006, the Board Members and executive officers as
a group beneficially owned less than 1% of the outstanding shares of each Fund.
As of February 5, 2007 no shareholder beneficially owned more than 5% of any
class of shares of any Fund.
COMPENSATION
Prior to January 1, 2007, for all Nuveen funds, Independent Board Members
received a $90,000 annual retainer plus (a) a fee of $2,500 per day for
attendance in person or by telephone at a regularly scheduled meeting of the
Board; (b) a fee of $2,000 per meeting for attendance in person where such in-
person attendance is required and $1,000 per meeting for attendance by telephone
or in person where in-person attendance is not required at a special, non-
regularly scheduled board meeting; (c) a fee of $1,500 per meeting for
attendance in person or by telephone at an audit committee meeting; (d) a fee of
$1,500 per meeting for attendance in person at a compliance, risk management and
regulatory oversight committee meeting where in-person attendance is required
and $1,000 per meeting for attendance by telephone or in person where in-person
attendance is not required; (e) a fee of $1,000 per meeting for attendance in
person or by telephone for a meeting of the dividend committee; and (f) a fee of
$500 per meeting for attendance in person at all other committee meetings
(including shareholder meetings) on a day on which no regularly scheduled board
meeting is held in which in-person attendance is required and $250 per meeting
for attendance by telephone or in person at such committee meetings (excluding
shareholder meetings) where in-person attendance is not required and $100 per
meeting when the executive committee acts as pricing committee for IPOs, plus,
in each case, expenses incurred in attending such meetings. In addition to the
payments described above, the Lead Independent Director received $20,000, the
chairpersons of the audit committee and the compliance, risk management and
regulatory oversight committee received $7,500 and the chairperson of the
nominating and governance committee received $5,000 as additional retainers to
the annual retainer paid to such individuals. Independent Board Members also
received 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 were $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 was allocated among the funds managed by the
Adviser, on the basis of relative net asset sizes. The Board Member affiliated
with Nuveen and the Adviser served without any compensation from the Funds.
Effective January 1, 2007, for all Nuveen funds, Independent Board Members
receive a $95,000 annual retainer plus (a) a fee of $3,000 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 or by telephone
where in-person attendance is required and $1,500 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
19
person or by telephone at an audit committee meeting; (d) a fee of $1,500 per
meeting for attendance in person or by telephone at a regularly scheduled
compliance, risk management and regulatory oversight committee meeting (d) a fee
of $1,500 per meeting for attendance in person at a non-regularly scheduled
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, except that the
chairperson of the compliance, risk management and regulatory oversight
committee may at any time designate a non-regularly scheduled meeting of the
committee as an in-person meeting for the purposes of fees to be paid; (e) a fee
of $1,000 per meeting for attendance in person or by telephone for a meeting of
the dividend committee; and (f) a fee of $500 per meeting for attendance in
person at all other committee meetings (including shareholder meetings) on a day
on which no regularly scheduled board meeting is held in which in-person
attendance is required and $250 per meeting for attendance by telephone or in
person at such committee meetings (excluding shareholder meetings) where in-
person attendance is not required and $100 per meeting when the executive
committee acts as pricing committee for IPOs, plus, in each case, expenses
incurred in attending such meetings. In addition to the payments described
above, the Lead Independent Director receives $25,000, 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 to entities that provide services to the Nuveen funds on days on
which no regularly scheduled board meeting is held. 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.
20
The table below shows, for each Independent Board Member, the aggregate
compensation paid by each Fund to each Board Member for its last fiscal year.
Mr. Schwertfeger, a Board Member who is an interested person of the Funds, does
not receive any compensation from the Funds.
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)(3)
----------------------------------------------------------------------
NEW YORK NEW YORK
BOARD MEMBER NEW YORK NEW YORK INVESTMENT NEW YORK PERFORMANCE NEW YORK
NOMINEES DIVIDEND DIVIDEND 2 QUALITY VALUE PLUS QUALITY
- ----------------------------------------------------------------------------------------------
Robert P. Bremner.... $523 $355 $1,033 $374 $907 $1,403
Lawrence H. Brown.... $478 $324 $ 937 $342 $823 $1,273
Jack B. Evans........ $508 $344 $1,005 $363 $883 $1,366
William C. Hunter.... $414 $280 $ 842 $296 $739 $1,144
David J. Kundert..... $412 $279 $ 853 $294 $749 $1,159
William J.
Schneider.......... $496 $341 $1,017 $354 $893 $1,382
Judith M. Stockdale.. $412 $283 $ 830 $294 $729 $1,128
Carole E. Stone(2)... -- -- -- -- -- --
Eugene S. Sunshine... $457 $310 $ 932 $326 $818 $1,266
- ----------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)(3)
-------------------------------------------------------
INSURED INSURED INSURED
BOARD MEMBER NEW YORK NEW YORK NEW YORK NEW YORK
NOMINEES SELECT DIVIDEND PREMIUM TAX-FREE REAL ESTATE
- --------------------------------------------------------------------------------------
Robert P. Bremner........... $1,382 $446 $476 $193 $2,485
Lawrence H. Brown........... $1,254 $407 $435 $176 $2,229
Jack B. Evans............... $1,345 $432 $462 $187 $2,415
William C. Hunter........... $1,127 $352 $377 $152 $1,989
David J. Kundert............ $1,141 $350 $375 $151 $1,959
William J. Schneider........ $1,361 $428 $451 $185 $2,381
Judith M. Stockdale......... $1,110 $356 $375 $154 $1,891
Carole E. Stone(2).......... -- -- -- -- --
Eugene S. Sunshine.......... $1,246 $389 $416 $168 $2,210
- --------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)(3)
---------------------------------------------------------------------
EQUITY EQUITY EQUITY
BOARD MEMBER DIVERSIFIED EQUITY PREMIUM PREMIUM PREMIUM QUALITY
NOMINEES DIVIDEND PREMIUM ADVANTAGE INCOME OPPORTUNITY PREFERRED
- -----------------------------------------------------------------------------------------------
Robert P. Bremner...... $2,216 $ 904 $1,355 $2,016 $3,449 $3,245
Lawrence H. Brown...... $2,352 $1,712 $1,216 $1,810 $3,097 $2,860
Jack B. Evans.......... $2,469 $1,786 $1,316 $1,959 $3,352 $3,135
William C. Hunter...... $1,878 $ 630 $ 997 $1,483 $2,537 $2,799
David J. Kundert....... $1,849 $ 623 $ 982 $1,461 $2,500 $2,758
William J. Schneider... $1,868 $ 777 $1,320 $1,964 $3,361 $3,134
Judith M. Stockdale.... $1,206 $ 753 $1,002 $1,491 $2,551 $2,816
Carole E. Stone(2)..... -- -- -- -- -- --
Eugene S. Sunshine..... $2,116 $ 690 $1,204 $1,793 $3,066 $2,788
- -----------------------------------------------------------------------------------------------
</Table>
21
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)(3)
------------------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN FUNDS
BOARD MEMBER QUALITY QUALITY GLOBAL GLOBAL PAID TO
NOMINEES PREFERRED 2 PREFERRED 3 TAX-ADVANTAGED GOVERNMENT VALUE BOARD MEMBERS
- ----------------------------------------------------------------------------------------------------------
Robert P. Bremner.. $6,151 $1,208 $1,700 $ 223 $ 343 $177,099
Lawrence H. Brown.. $5,422 $1,065 $1,794 $1,111 $1,210 $165,329
Jack B. Evans...... $5,941 $1,167 $1,894 $1,118 $1,222 $180,111
William C. Hunter.. $5,305 $1,042 $1,398 $ 107 $ 210 $146,018
David J. Kundert... $5,227 $1,027 $1,383 $ 107 $ 210 $144,759
William J.
Schneider........ $5,940 $1,167 $1,644 $ 122 $ 222 $171,879
Judith M.
Stockdale........ $5,337 $1,048 $1,324 $ 113 $ 313 $148,510
Carole E.
Stone(2)......... -- -- -- -- -- --
Eugene S.
Sunshine......... $5,285 $1,038 $1,608 $ 107 $ 210 $159,130
</Table>
- --------------------------------------------------------------------------------
(1) Aggregate compensation numbers are based on compensation schedule in
effect prior to January 1, 2007.
(2) In December 2006, Ms. Stone was appointed to each Fund's Board effective
January 1, 2007.
(3) 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
------------------------------------------------------------------------------
NEW YORK NEW YORK
BOARD MEMBER INVESTMENT PERFORMANCE NEW YORK NEW YORK DIVERSIFIED EQUITY
NOMINEES QUALITY PLUS QUALITY SELECT REAL ESTATE DIVIDEND PREMIUM
- ---------------------------------------------------------------------------------------------------
Robert P. Bremner.. $ 162 $142 $ 220 $ 216 $ 389 $ 346 $ 99
Lawrence H. Brown.. -- -- -- -- -- -- --
Jack B. Evans...... $ 260 $228 $ 353 $ 347 $ 626 $ 641 $424
William C. Hunter.. $ 842 $739 $1,144 $1,127 $1,989 $1,878 $496
David J. Kundert... $ 853 $749 $1,159 $1,141 $1,959 $1,849 $488
William J.
Schneider........ $1,017 $893 $1,382 $1,361 $2,381 $1,868 $637
Judith M.
Stockdale........ $ 506 $444 $ 687 $ 677 $1,218 $ 779 $343
Carole E. Stone.... -- -- -- -- -- -- --
Eugene S.
Sunshine......... $ 813 $714 $1,106 $1,089 $2,135 $2,072 $558
- ---------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
DEFERRED FEES
--------------------------------------------------------------------------------
EQUITY EQUITY EQUITY
BOARD MEMBER PREMIUM PREMIUM PREMIUM QUALITY QUALITY QUALITY TAX-
NOMINEES ADVANTAGE INCOME OPPORTUNITY PREFERRED PREFERRED 2 PREFERRED 3 ADVANTAGED
- -----------------------------------------------------------------------------------------------------
Robert P. Bremner.. $ 212 $ 316 $ 540 $ 508 $ 964 $ 189 $ 265
Lawrence H. Brown.. -- -- -- -- -- -- --
Jack B. Evans...... $ 341 $ 508 $ 869 $ 812 $1,540 $ 302 $ 492
William C. Hunter.. $ 997 $1,483 $2,537 $2,799 $5,305 $1,042 $1,398
David J. Kundert... $ 982 $1,461 $2,500 $2,758 $5,227 $1,027 $1,383
William J.
Schneider........ $1,320 $1,964 $3,361 $3,134 $5,940 $1,167 $1,644
Judith M.
Stockdale........ $ 643 $ 957 $1,637 $1,807 $3,425 $ 673 $ 862
Carole E. Stone.... -- -- -- -- -- -- --
Eugene S.
Sunshine......... $1,159 $1,727 $2,952 $2,686 $5,090 $1,000 $1,575
- -----------------------------------------------------------------------------------------------------
</Table>
22
Nuveen maintains a charitable matching contributions program to encourage the
active support and involvement of individuals in the civic activities of their
community. Until December 31, 2006, the Independent Board Members of the funds
managed by the Adviser were eligible to participate in the charitable
contributions program of Nuveen. Under the matching contributions program,
Nuveen would 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.
Lawrence H. Brown, Jack B. Evans, Judith M. Stockdale 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 three meetings during its last fiscal year.
Lawrence H. Brown, William C. Hunter, William J. Schneider, Chair, Judith M.
Stockdale and Carole E. Stone 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. The compliance, risk management and regulatory oversight committee
of each Fund held four meetings during its last fiscal year.
Each Fund's Board has an audit committee, in accordance with Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), that is
composed of Independent Board Members who are also "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange. Robert P. Bremner, Lawrence H. Brown, Jack B. Evans, Chair,
David J. Kundert, William J. Schneider and Eugene S. Sunshine are current
members of the audit committee of each Fund, except Mr. Kundert is not a member
with respect to Real Estate and Diversified Dividend. The audit committee is
responsible for the oversight and monitoring of (1) the accounting and reporting
policies, procedures and practices and the audit of the financial statements of
the Funds (2) the quality and integrity of the financial statements of the Funds
and (3) the independent registered public accounting firm's qualifications,
performance and independence. The audit committee reviews the work and any
recommendations of the Funds' independent registered public accounting
23
firm. Based on such review, it is authorized to make recommendations to the
Board. The audit committee is also responsible for the oversight of the Pricing
Procedures of the Funds and the internal Valuation Group. The Boards have
adopted a written Audit Committee Charter that conforms to the listing standards
of the New York Stock Exchange. A copy of the Audit Committee Charter is
attached to the proxy statement as Appendix A. The audit committee of each Fund
held four meetings during its last fiscal year.
Each Fund has a nominating and governance committee that is composed entirely of
Independent Board Members who are also "independent" as defined by New York
Stock Exchange or American Stock Exchange listing standards, as applicable.
Robert P. Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter,
David J. Kundert, William J. Schneider, Judith M. Stockdale, Carole E. Stone and
Eugene S. Sunshine are current members of the nominating and governance
committee of each Fund, except Mr. Kundert is not a member with respect to Real
Estate and Diversified Dividend. The purpose of the nominating and governance
committee is to seek, identify and recommend to the Board qualified candidates
for election or appointment to each Fund's Board. In addition, the committee
oversees matters of corporate governance, including the evaluation of Board
performance and processes, and assignment and rotation of committee members, and
the establishment of corporate governance guidelines and procedures, to the
extent necessary or desirable. The committee operates under a written charter
adopted and approved by the Boards of each Fund, a copy of which is available on
the Funds' website at www.nuveen.com/etf/products/fundGovernance.aspx. The
nominating and governance committee of each Fund held four meetings during its
last fiscal year.
The nominating and governance committee looks to many sources for
recommendations of qualified candidates, including current Board Members,
employees of the Adviser, current shareholders of the Funds, third party sources
and any other persons or entities that may be deemed necessary or desirable by
the committee. Shareholders of the Funds who wish to nominate a candidate to
their Fund's Board should mail information to the attention of Lorna Ferguson,
Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois 60606. This information must include evidence of Fund
ownership of the person or entity recommending the candidate, a full listing of
the proposed candidate's education, experience, current employment, date of
birth, names and addresses of at least three professional references,
information as to whether the candidate is an "interested person" (as such term
is defined in the 1940 Act) in relation to the Fund and such other information
that would be helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information regarding candidates
will be forwarded to the chairman of the nominating and governance committee and
the outside counsel to the Independent Board Members. Recommendations for
candidates to the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged, although there may
be times when the committee is not actively recruiting new Board members. In
those circumstances nominations will be kept on file until active recruitment is
under way.
The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability and, if qualifying as an
Independent Board Member candidate, independence from the Adviser or other
service providers. These experience requirements may vary depending on the
current
24
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 candidates when the candidate is submitted by a shareholder. The
nominating and governance committee reserves the right to make the final
selection regarding the nomination of any prospective Board member.
The Independent Board Members of each Fund have appointed Robert P. Bremner as
their Lead Independent Director. The role of the Lead Independent Director is
one of coordination and assuring the appropriate, effective and efficient
functioning of the Board and the Board processes. Specific responsibilities may
include organizing and leading Independent Board 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 Independent Board Members to ensure that the priorities of the
Independent Board Members are addressed.
The Board of each Fund held four regular quarterly meetings and five special
meetings during the last fiscal year, except the New York Funds held seven
special meetings during the last fiscal year. During the last fiscal year, each
Board Member attended 75% or more of each Fund's Board meetings and the
committee meetings (if a member thereof) held during the period for which such
Board Member was a Board Member. The policy of the Board relating to attendance
by Board Members at annual meetings of the Funds and the number of Board Members
who attended the last annual meeting of shareholders of each Fund is posted on
the Funds' website at www.nuveen.com/etf/products/fundgovernance.aspx.
25
THE OFFICERS
The following table sets forth information as of December 31, 2006 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 COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ---------------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director 172
333 West Wacker Drive Administrative Length of (since 2002), Assistant
Chicago, IL 60606 Officer Service: Since Secretary and Associate
(9/9/56) 1988 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. and
Symphony Asset
Management LLC (since
2003); Assistant
Secretary, Santa
Barbara Asset
Management LLC (since
2006); previously,
Managing Director (from
2002-2004), General
Counsel and Assistant
Secretary of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2);
Chartered Financial
Analyst.
</Table>
26
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ---------------------------------------------------------------------------------------------------
Julia L. Antonatos Vice President Term: Annual Managing Director 172
333 West Wacker Drive Length of (since 2005), formerly,
Chicago, IL 60606 Service: Since Vice President,
(9/22/63) 2004 formerly, Assistant
Vice President of
Nuveen Investments,
LLC; Chartered
Financial Analyst.
Michael T. Atkinson Vice President Term: Annual Vice President (since 172
333 West Wacker Drive and Assistant Length of 2002), formerly
Chicago, IL 60606 Secretary Service: Since Assistant Vice
(2/3/66) 2002 President, formerly,
Associate of Nuveen
Investments, LLC.
Peter H. D'Arrigo Vice President Term: Annual Vice President and 172
333 West Wacker Drive and Treasurer Length of Treasurer (since 1999)
Chicago, IL 60606 Service: Since of Nuveen Investments,
(11/28/67) 1999 LLC and 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
(since 2003) of Nuveen
Rittenhouse Asset
Management, Inc.; and
Symphony Asset
Management LLC;
Treasurer (since 2006),
Santa Barbara Asset
Management LLC;
formerly, Vice
President and Treasurer
(from 1999 to 2004) of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.(2); Chartered
Financial Analyst.
</Table>
27
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ---------------------------------------------------------------------------------------------------
John N. Desmond Vice President Term: Annual Vice President, 172
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 172
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 of Nuveen
Investments, LLC; Vice
President and Assistant
Secretary (since 2005)
of Nuveen Asset
Management; Vice
President (from 2002 to
2004) and Assistant
Secretary (from 1998 to
2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
Lorna C. Ferguson Vice President Term: Annual Managing Director 172
333 West Wacker Drive Length of (since 2004), formerly,
Chicago, IL 60606 Service: Since Vice President of
(10/24/45) 1998 Nuveen Investments,
LLC; Managing Director
of Nuveen Asset
Management; formerly,
Managing Director
(2004), formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
</Table>
28
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ---------------------------------------------------------------------------------------------------
William M. Fitzgerald Vice President Term: Annual Managing Director of 172
333 West Wacker Drive Length of Nuveen Asset Management
Chicago, IL 60606 Service: Since (since 2001); Vice
(3/2/64) 1995 President of Nuveen
Investments Advisers
Inc. (since 2002);
formerly, Managing
Director (from 2001 to
2004), formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2);
Chartered Financial
Analyst.
Stephen D. Foy Vice President Term: Annual Vice President (since 172
333 West Wacker Drive and Controller Length of 1993) and Funds
Chicago, IL 60606 Service: Since Controller (since 1998)
(5/31/54) 1993 of Nuveen Investments,
LLC; Vice President
(since 1998), formerly,
Funds Controller of
Nuveen Investments,
Inc.; Certified Public
Accountant.
Walter M. Kelly Chief Compliance Term: Annual Assistant Vice 172
333 West Wacker Drive Officer and Vice Length of President and Assistant
Chicago, IL 60606 President Service: Since General Counsel (since
(2/24/70) 2003 2003) of Nuveen
Investments, LLC;
formerly, Assistant
Vice President and
Assistant Secretary of
the Nuveen Funds (2003-
2006); previously,
Associate (2001-2003)
at the law firm of
Vedder, Price, Kaufman
& Kammholz, P.C.
David J. Lamb Vice President Term: Annual Vice President of 172
333 West Wacker Drive Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: Since (since 2000); Certified
(3/22/63) 2000 Public Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of 172
333 West Wacker Drive Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: Since (since 1999).
(8/27/61) 2002
</Table>
29
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ---------------------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, 172
333 West Wacker Drive and Assistant Length of Assistant Secretary and
Chicago, IL 60606 Secretary Service: Since Assistant General
(7/27/51) 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); and
Symphony Asset
Management LLC (since
2003); formerly, 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
reorganized into Nuveen Asset Management, effective January 1, 2005.
AUDIT COMMITTEE REPORT
The audit committee of each 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 each Fund, 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 registered public
30
accounting firm. The committee is currently composed of five Independent Board
Members and operates under a written charter adopted and approved by the Board,
a copy of which is attached as Appendix A. Each committee member meets the
independence and experience requirements, applicable to the Funds of the New
York Stock Exchange, American Stock Exchange, Section 10A of the 1934 Act and
the rules and regulations of the Securities and Exchange Commission (the "SEC").
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 each 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
David J. Kundert (except for Real Estate and Diversified Dividend)
Eugene S. Sunshine
William J. Schneider
31
AUDIT AND RELATED FEES. The following tables provide the aggregate fees billed
during each Fund's last two fiscal years by each Fund's independent registered
public accounting firm for engagements directly related to the operations and
financial reporting of each Fund including those relating (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").
<Table>
<Caption>
AUDIT AUDIT RELATED FEES(2)
FEES(1) -------------------------------------------------- TAX FEES(3)
------------------------ ADVISER AND ADVISER ------------------------
FUND FUND ENTITIES FUND
------------------------ ------------------------ ------------------------ ------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006
- -------------------------------------------------------------------------------------------------------------------------------
New York Dividend...... $10,678 $11,312 $ 0 $0 $ 0 $0 $ 641 $400
New York Dividend 2.... 9,119 9,665 0 0 0 0 566 400
New York Investment
Quality.............. 15,619 16,300 0 0 0 0 448 400
New York Value......... 9,213 9,819 0 0 0 0 417 400
New York Performance
Plus................. 14,311 15,083 0 0 0 0 441 400
New York Quality....... 19,079 20,048 0 0 0 0 464 400
New York Select........ 18,867 19,838 0 0 0 0 463 400
Insured New York
Dividend............. 10,000 10,589 0 0 0 0 608 400
Insured New York
Premium.............. 10,268 10,823 0 0 0 0 422 400
Insured New York Tax-
Free................. 7,526 8,011 0 0 0 0 645 400
Real Estate............ 19,000 21,000 0 0 0 0 1,014 800
Diversified Dividend... 27,000 29,000 0 0 0 0 829 800
Equity Premium......... 17,500 16,367 0 0 0 0 0 0
Equity Premium
Advantage............ 26,000 20,019 0 0 0 0 0 0
Equity Premium Income.. 29,045 24,959 0 0 0 0 0 932
Equity Premium
Opportunity.......... 37,396 36,207 0 0 0 0 0 932
Quality Preferred...... 18,494 19,977 0 0 0 0 2,386 800
Quality Preferred 2.... 28,211 30,313 0 0 0 0 3,823 800
Quality Preferred 3.... 11,795 12,710 0 0 0 0 1,393 800
Tax-Advantaged......... 21,600 23,000 0 0 0 0 822 800
Global Government...... N/A 37,700 N/A 0 N/A 0 N/A 0
Global Value........... N/A 32,000 N/A 0 N/A 0 N/A 0
- -------------------------------------------------------------------------------------------------------------------------------
<Caption>
TAX FEES(3) ALL OTHER FEES(4)
------------------------ --------------------------------------------------
ADVISER AND ADVISER ADVISER
ENTITIES FUND AND ADVISER ENTITIES
------------------------ ------------------------ ------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006
- ----------------------------------------------------------------------------------------------------------
New York Dividend...... $2,200 $2,400 $2,750 $2,950 $ 0 $0
New York Dividend 2.... 2,200 2,400 2,750 2,950 0 0
New York Investment
Quality.............. 2,200 2,400 2,750 2,950 0 0
New York Value......... 2,200 2,400 0 0 0 0
New York Performance
Plus................. 2,200 2,400 2,750 2,950 0 0
New York Quality....... 2,200 2,400 2,750 2,950 0 0
New York Select........ 2,200 2,400 2,750 2,950 0 0
Insured New York
Dividend............. 2,200 2,400 2,750 2,950 0 0
Insured New York
Premium.............. 2,200 2,400 2,750 2,950 0 0
Insured New York Tax-
Free................. 2,200 2,400 2,750 2,950 0 0
Real Estate............ 4,950 5,400 3,750 3,950 0 0
Diversified Dividend... 4,950 5,400 900 950 0 0
Equity Premium......... 2,250 2,450 0 0 0 0
Equity Premium
Advantage............ 2,250 2,450 0 0 0 0
Equity Premium Income.. 2,250 2,450 0 0 0 0
Equity Premium
Opportunity.......... 2,250 2,450 0 0 0 0
Quality Preferred...... 4,950 5,400 3,750 3,950 0 0
Quality Preferred 2.... 4,950 5,400 3,750 3,950 0 0
Quality Preferred 3.... 4,950 5,400 3,750 3,950 0 0
Tax-Advantaged......... 4,950 5,400 900 1,550 0 0
Global Government...... N/A 3,500 N/A 0 N/A 0
Global Value........... N/A 2,450 N/A 0 N/A 0
- ----------------------------------------------------------------------------------------------------------
</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. The amounts reported for
each Fund under the column heading "Tax Fees -- Adviser and Adviser
Entities" represents amounts billed to the Adviser, by each Fund's
independent registered public accounting firm, exclusively for the
preparation of the Fund's tax return, the cost of which is borne by the
Adviser. In the aggregate, for all Nuveen funds, these fees amounted to
$428,700 in 2006 and $404,075 in 2005.
(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
32
NON-AUDIT FEES. The following tables provide the aggregate non-audit fees
billed by each Fund's independent registered public accounting firm 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 BILLED TO ADVISER AND
OPERATIONS ADVISER ENTITIES (ALL
TOTAL NON-AUDIT FEES AND FINANCIAL REPORTING OTHER
BILLED TO FUND OF FUND)(1) ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006
- --------------------------------------------------------------------------------------------------------------------------
New York Dividend...................... $3,391 $3,350 $2,200 $2,400 $ 0 0
New York Dividend 2.................... 3,316 3,350 2,200 2,400 0 0
New York Investment Quality............ 3,198 3,350 2,200 2,400 0 0
New York Value......................... 417 400 2,200 2,400 0 0
New York Performance Plus.............. 3,191 3,350 2,200 2,400 0 0
New York Quality....................... 3,214 3,350 2,200 2,400 0 0
New York Select........................ 3,213 3,350 2,200 2,400 0 0
Insured New York Dividend.............. 3,358 3,350 2,200 2,400 0 0
Insured New York Premium............... 3,172 3,350 2,200 2,400 0 0
Insured New York Tax-Free.............. 3,395 3,350 2,200 2,400 0 0
Real Estate............................ 4,764 4,750 4,950 5,400 0 0
Diversified Dividend................... 1,729 1,750 4,950 5,400 0 0
Equity Premium......................... 0 0 2,250 2,450 0 0
Equity Premium Advantage............... 0 0 2,250 2,450 0 0
Equity Premium Income.................. 46 932 2,250 2,450 0 0
Equity Premium Opportunity............. 49 932 2,250 2,450 0 0
Quality Preferred...................... 6,136 4,750 4,950 5,400 0 0
Quality Preferred 2.................... 7,573 4,750 4,950 5,400 0 0
Quality Preferred 3.................... 5,143 4,750 4,950 5,400 0 0
Tax-Advantaged......................... 1,722 2,350 4,950 5,400 0 0
Global Government...................... N/A 0 N/A 3,500 N/A 0
Global Value........................... N/A 0 N/A 2,450 N/A 0
<Caption>
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2005 ENDED 2006
- ------------------------------------------------------------------
New York Dividend...................... $ 5,591 $ 5,750
New York Dividend 2.................... 5,516 5,750
New York Investment Quality............ 5,398 5,750
New York Value......................... 2,617 2,800
New York Performance Plus.............. 5,391 5,750
New York Quality....................... 5,414 5,750
New York Select........................ 5,413 5,750
Insured New York Dividend.............. 5,558 5,750
Insured New York Premium............... 5,372 5,750
Insured New York Tax-Free.............. 5,595 5,750
Real Estate............................ 9,714 10,150
Diversified Dividend................... 6,679 7,150
Equity Premium......................... 2,250 2,450
Equity Premium Advantage............... 2,250 2,450
Equity Premium Income.................. 2,296 3,382
Equity Premium Opportunity............. 2,299 3,382
Quality Preferred...................... 11,086 10,150
Quality Preferred 2.................... 12,523 10,150
Quality Preferred 3.................... 10,093 10,150
Tax-Advantaged......................... 6,672 7,750
Global Government...................... N/A 3,500
Global Value........................... N/A 2,450
</Table>
(1) "Total Non-Audit Fees Billed to Adviser and Adviser Entities" for both
fiscal year ends represent "Tax Fees" billed to the Adviser in their
respective amounts from the previous table.
33
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent registered public accounting
firm's engagements (i) with the Fund for audit or non-audit services and (ii)
with the Adviser and Adviser Entities for non-audit services if the engagement
relates directly to the operations and financial reporting of the Fund.
Regarding tax and research projects conducted by the independent registered
public accounting firms for each Fund and the Adviser and Adviser Entities (with
respect to the operations and financial reporting of each Fund), such
engagements will be (i) pre-approved by the audit committee if they are expected
to be for amounts greater than $10,000; (ii) reported to the audit committee
chairman for his verbal approval prior to engagement if they are expected to be
for amounts under $10,000 but greater than $5,000; and (iii) reported to the
audit committee at the next audit committee meeting if they are expected to be
for an amount under $5,000.
For engagements with each Fund's independent registered public accounting firm
entered into on or after May 6, 2003, the audit committee approved in advance
all audit services and non-audit services that the independent registered public
accounting firm provided to each Fund and to the Adviser and Adviser Entities
(with respect to the operations and financial reporting of the Fund). None of
the services rendered by each Fund's independent registered public accounting
firm to the Fund or the Adviser or Adviser Entities were pre-approved by the
audit committee pursuant to the pre-approval exception under Rule
2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.
ADDITIONAL INFORMATION
APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of each Fund (except Equity Premium, Equity Premium Advantage, Equity
Premium Income and Equity Premium Opportunity) has appointed Ernst & Young LLP
as independent registered public accounting firm to audit the books and records
of the Fund for its fiscal year. The Boards of Equity Premium, Equity Premium
Advantage, Equity Premium Income and Equity Premium Opportunity have appointed
PricewaterhouseCoopers LLP as independent registered public accounting firm to
audit the books and records of these Funds. A representative of each independent
registered public accounting firm will be present at the Annual Meetings to make
a statement, if such representative so desires, and to respond to shareholders'
questions. Each independent registered public accounting firm has informed each
applicable Fund that it has no direct or indirect material financial interest in
the Funds, Nuveen, the Adviser or any other investment company sponsored by
Nuveen.
SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board
Members and officers, the investment adviser, affiliated persons of the
investment adviser and persons who own more than 10% of a registered class of a
Fund's equity securities to file forms reporting their affiliation with that
Fund and reports of ownership and changes in ownership of that Fund's shares
with the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange or American Stock Exchange, as applicable. These persons and entities
are required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file.
34
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. To the knowledge of management of the
Funds, no shareholder of a Fund owns more than 10% of a registered class of a
Fund's equity securities.
INFORMATION ABOUT THE ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves
as investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Founded in
1898, Nuveen and its affiliates had $162 billion of assets under management as
of December 31, 2006. Nuveen is a publicly-traded company and is listed on the
New York Stock Exchange and trades under the symbol "JNC".
SHAREHOLDER PROPOSALS
To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2008, 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 November 2, 2007. 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, pursuant to each
Fund's By-Laws, submit such written notice to the Fund not later than January
16, 2008 or prior to January 1, 2007. Timely submission of a proposal does not
mean that such proposal will be included in a proxy statement.
SHAREHOLDER COMMUNICATIONS
Fund shareholders who want to communicate with the Board or any individual Board
Member should write their Fund to the attention of Lorna Ferguson, Manager of
Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois 60606. The letter should indicate that you are a Fund shareholder. If
the communication is intended for a specific Board Member and so indicates it
will be sent only to that Board Member. If a communication does not indicate a
specific Board Member it will be sent to the chair of the nominating and
governance committee and the outside counsel to the Independent Board Members
for further distribution as deemed appropriate by such persons.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Funds pro rata based on the
number of shareholder accounts. Additional solicitation may be made by letter or
telephone by officers or employees of Nuveen or the Adviser, or by dealers and
their representatives.
FISCAL YEAR
The last fiscal year end for the New York Funds was September 30, 2006. The last
fiscal year end for Real Estate, Diversified Dividend, Equity Premium, Equity
Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Quality
Preferred, Quality Preferred 2, Quality Preferred 3, Tax-Advantaged, Global
Government and Global Value was December 31, 2006.
35
ANNUAL REPORT DELIVERY
Annual reports will be sent to shareholders of record of each Fund following
each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of
its annual report and/or semi-annual report as available upon request. Such
written or oral requests should be directed to such Fund at 333 West Wacker
Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.
Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.
GENERAL
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at the Annual Meetings. However,
if other matters are properly presented to the Annual Meetings for a vote, the
proxies will be voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at each Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to the proposal if they
determine that adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Fund's By-Laws, an adjournment of
a meeting requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Jessica R. Droeger
Vice President and Secretary
March 2, 2007
36
APPENDIX A
NUVEEN FUND BOARD
AUDIT COMMITTEE CHARTER
JANUARY 26, 2006
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.
The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit
A-1
Committee for compensation to independent auditors engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for a Fund, compensation to advisers employed by the Audit Committee,
and ordinary administrative expenses of the Audit Committee that are necessary
or appropriate in carrying out its duties, as determined in its discretion. The
Audit Committee may request any officer or employee of Nuveen Investments, Inc.
(or its affiliates) (collectively, "Nuveen") or the Funds' independent auditors
or outside counsel to attend a meeting of the Audit Committee or to meet with
any members of, or consultants to, the Audit Committee. The Funds' independent
auditors and internal auditors shall have unrestricted accessibility at any time
to Committee members.
RESPONSIBILITIES
Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. Each independent auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest services
for the Funds shall report directly to the Audit Committee. The independent
auditors are ultimately accountable to the Board and the Audit Committee. It is
the ultimate responsibility of the Audit Committee to select, appoint, retain,
evaluate, oversee and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required. These Audit
Committee responsibilities may not be delegated to any other Committee or the
Board.
The Audit Committee is responsible for the following:
WITH RESPECT TO FUND FINANCIAL STATEMENTS:
1. Reviewing and discussing the annual audited financial statements and
semi-annual financial statements with Fund management and the
independent auditors including major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures in its
periodic reports under "Management's Discussion and Analysis."
2. Requiring the independent auditors to deliver to the Chairman of the
Audit Committee a timely report on any issues relating to the
significant accounting policies, management judgments and accounting
estimates or other matters that would need to be communicated under
Statement on Auditing Standards (SAS) No. 90, Audit Committee
Communications (which amended SAS No. 61, Communication with Audit
Committees), that arise during the auditors' review of the Funds'
financial statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as deemed
necessary or appropriate in the Chairman's judgment.
3. Discussing with management the Funds' press releases regarding financial
results and dividends, as well as financial information and earnings
guidance provided to analysts and rating agencies. This discussion may
be done generally, consisting of discussing the types of information to
be disclosed and the types of presentations to be made. The Chairman of
the Audit Committee shall be authorized to have these discussions with
management on behalf of the Audit Committee.
A-2
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).
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
A-3
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 as required by law, and further considering the
rotation of the independent auditor firm itself.
A-4
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 it deems necessary or appropriate, the performance of any
pricing agent and recommend changes thereto to the full Board.
6. Reviewing any reports or comments from examinations by regulatory
authorities relating to Valuation Matters of the Funds and consider
management's responses to any such comments and, to the extent the
Committee deems necessary or appropriate, propose to management and/or
the full Board the modification of the Fund's policies and procedures
relating to such matters. The Committee, if deemed necessary or
desirable, may also meet with regulators.
7. Meeting with members of management of the Funds, outside counsel, or
others in fulfilling its duties hereunder, including assessing the
continued appropriateness and
A-5
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.
A-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.
A-7
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NAN0407
[NUVEEN INVESTMENTS LOGO]
NUVEEN INVESTMENTS - 333 WEST WACKER DR. - CHICAGO IL 60606
WWW.NUVEEN.COM
999 999 999 999 99
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the
recorded instructions.
2. On the Internet at www.proxyweb.com, and follow the simple instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope.
FUND NAME PRINTS HERE THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
COMMON SHARES FOR AN ANNUAL MEETING OF SHAREHOLDERS, APRIL 4, 2007
The Annual Meeting of shareholders will be held in the 34th floor conference
room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on
Wednesday, April 4, 2007 at 10:30 a.m., Central time. At this meeting, you will
be asked to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Annual Meeting of shareholders to be held on April 4, 2007, or any adjournment
or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (888)
221-0697 OR OVER THE INTERNET (www.proxyweb.com).
Date _____________________
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
Signature (SIGN IN THE 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.
NA5 - MM
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
<Table>
<Caption>
FOR WITHHOLD
NOMINEES AUTHORITY
listed at left to vote for
(except as all nominees
marked to listed at left
1. Election of Board Members: the contrary)
[ ] [ ]
Class I: Class II: Class III:
(01) Lawrence H. Brown (05) William C. Hunter (08) Robert P. Bremner
(02) Judith M. Stockdale (06) David J. Kundert (09) Jack B. Evans
(03) Carole E. Stone (07) Eugene S. Sunshine (10) William J. Schneider
(04) Timothy R. Schwertfeger
</Table>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(s), WRITE
THE NUMBER(s) OF THE NOMINEE(s) ON THE LINE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
PLEASE SIGN ON REVERSE SIDE
NA5 - MM