UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21903
-----------------------
Nuveen Global Value Opportunities Fund
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Kevin J. McCarthy
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
- --------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (312) 917-7700
---------------------
Date of fiscal year end: December 31
-------------------
Date of reporting period: June 30, 2007
---------------------
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. SS. 3507.
ITEM 1. REPORTS TO SHAREHOLDERS
Semi-Annual Report
JUNE 30, 2007
Nuveen Investments
CLOSED-END FUNDS
NUVEEN
GLOBAL VALUE
OPPORTUNITIES FUND
JGV
High Level of Total Return from a Diversified Global
Portfolio Primarily Invested in Equity and Debt
Securities
NUVEEN INVESTMENTS LOGO
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Nuveen
makes things
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-----------------------------------
It only takes a minute to sign up
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you'll receive an e-mail as soon as
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waiting for delivery by regular
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save it on your computer if you
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Free e-Reports right to your e-mail!
<Table>
www.investordelivery.com OR www.nuveen.com/accountaccess
If you received your Nuveen Fund If you received your Nuveen Fund
dividends and statements from your dividends and statements directly from
financial advisor or brokerage Nuveen.
account.
</Table>
NUVEEN INVESTMENTS LOGO
Chairman's
LETTER TO SHAREHOLDERS
<Table>
(TIMOTHY
SCHWERTFEGER
PHOTO) Timothy R. Schwertfeger Chairman of the Board
</Table>
Dear Shareholder:
Once again, I am pleased to report that over the six-month period covered by
this report your Fund continued to provide you with attractive income. For more
details about the management strategy and performance of your Fund, please read
the Portfolio Manager's Comments, the Dividend and Share Price Information, and
the Performance Overview sections of this report.
I also wanted to take this opportunity to report some important news about
Nuveen Investments. We have accepted a buyout offer from a private equity
investment firm. While this may affect the corporate structure of Nuveen
Investments, it will have no impact on the investment objectives of the Fund,
its portfolio management strategies or its dividend policies. We will provide
you with additional information about this transaction as more details become
available.
With the recent volatility in the stock market, many have begun to wonder which
way the market is headed, and whether they need to adjust their holdings of
investments. No one knows what the future will bring, which is why we think a
well-balanced portfolio that is structured and carefully monitored with the help
of an investment professional is an important component in achieving your
long-term financial goals. A well-diversified portfolio may actually help to
reduce your overall investment risk, and we believe that investments like your
Nuveen Investments Fund can be important building blocks in a portfolio crafted
to perform well through a variety of market conditions.
We are grateful that you have chosen us as a partner as you pursue your
financial goals and we look forward to continuing to earn your trust in the
months and years ahead. At Nuveen Investments, our mission continues to be to
assist you and your financial advisor by offering investment services and
products that can help you to secure your financial objectives.
Sincerely,
(TIMOTHY SCHWERTFEGER SIG)
Timothy R. Schwertfeger
Chairman of the Board
August 15, 2007
Portfolio Manager's COMMENTS
NUVEEN INVESTMENTS CLOSED-END FUNDS JGV
The Fund's investment portfolio is managed by Tradewinds Global Investors, LLC.
(Tradewinds), is a wholly-owned subsidiary of Nuveen Investments.
David Iben, Chief Investment Officer, Managing Director and Portfolio Manager at
Tradewinds is responsible for the strategy and overall portfolio management of
the Fund. Dave has over 25 years of investment management experience. Here Dave
speaks about the performance of the Fund for the six-month period ending June
30, 2007.
WHAT STRATEGIES AND TACTICS DID YOU USE TO MANAGE THE FUND'S ASSETS OVER THE
SIX-MONTH PERIOD?
Our basic investment philosophy is to search around the globe for good or
improving business franchises whose securities are selling below their intrinsic
value. In the first half of 2007, we found the best value opportunities in the
securities of those businesses that were most influenced by the growth of global
economies. We continued to like materials, food, and agriculture and, once
again, found some value in energy stocks following their pullback in the first
part of the year. We were quite comfortable not holding financial and retail
stocks in the developed markets as they continued to appear aggressively valued.
On the fixed-income side, we continued to find some value in mortgage products,
both in interest only strips and adjustable rate offerings. Corporate and high
yield bonds remained unattractive to us during the period. Over the period we
continued to believe the writing of covered calls was an attractive way to
enhance yield and expected total return. Writing call options was attractive due
to higher implied volatility, higher interest rates and higher valuations for
common stocks.
Discussions of specific investments are for illustration only and are not
intended as recommendations of individual investments. The views expressed
herein represent those of the portfolio manager as of the date of this report
and are subject to change at any time, based on market conditions and other
factors. The Fund disclaims any obligation to advise shareholders of such
changes.
4
HOW DID THE FUND PERFORM DURING THE SIX-MONTH PERIOD?
Fund performance results, as well as the performance of a comparative benchmark,
are presented in the accompanying table.
Cumulative Total Returns on Net Asset Value
For the six months ended 6-30-07
<Table>
JGV 4.90%
Comparative Benchmark(1) 8.44%
</Table>
- --------------------------------------------------------------------------------
Past performance does not guarantee future results. Current performance may be
higher or lower than the data shown.
Returns do not reflect the deduction of taxes that a shareholder may have to pay
on Fund distributions or upon the sale of Fund shares. For additional
information, please see the Performance Overview page in this report.
- --------------------------------------------------------------------------------
As indicated in the accompanying table, the Fund underperformed its comparative
benchmark for the six months ending June 30, 2007.
- --------------------------------------------------------------------------------
1 JGV's Benchmark comprised of 1) 80% MSCI All Country World Index 2) 15% Lehman
US Aggregate Bond Index 3) 5% Lehman High Yield Index. The MSCI All Country
World Index is published by Morgan Stanley Capital International, Inc. It is a
free float-adjusted market capitalization index that is designed to measure
global developed and emerging market equity performance. The index covers 49
developed and emerging market countries. The Lehman US Aggregate Index
represents securities that are SEC-registered, taxable and dollar denominated.
The index covers the US investment grade fixed rate bond market, with index
components for government and corporate securities, mortgage pass-through
securities, and asset-backed securities. The Lehman High Yield Index covers the
universe of fixed rate, non-investment grade debt. Pay-in-kind (PIK) bonds,
Eurobonds, and debt issues from countries designated as emerging markets (e.g.,
Argentina, Brazil, Venezuela, etc.) are excluded, but Canadian and global bonds
(SEC registered) of issuers in non-EMG countries are included. Original issue
zeroes, step-up coupon structures and 144-As are also included.
- --------------------------------------------------------------------------------
Our equity holdings in the materials, consumer staples, industrials and energy
sectors were the largest contributors to positive performance. Our overweight
exposure to the materials sector, relative to the MSCI World Index, enhanced the
positive returns. The three strongest individual contributors to performance
were Tyson Foods, Apex Silver Mines, and Smithfield Foods. CDW Corp, another
significant contributor, benefited greatly from private equity takeover news.
Our global focus allowed us to participate in the fast growing world markets and
benefit from the decreasing dollar.
The Fund's detractors over this period were Nippon Telegraph & Telephone,
AngloGold Ashanti and Newmont Mining. Although their performance was
disappointing, we believe that all three companies are trading below their
intrinsic value and we have opportunistically increased our positions in these
holdings as their stock prices have declined.
Use of fixed-income and call writing strategies are meant to increase alpha and
lower beta. However, the lower beta approach detracts from performance during
especially exuberant times, such as we have witnessed over the past six months.
5
Distribution and Share Price
INFORMATION
We are providing you with information regarding your Fund's distributions. This
information is as of June 30, 2007, and likely will vary over time based on the
Fund's investment activities and portfolio investment value changes. On March 1,
2007, Nuveen Investments announced that JGV would be moving from a monthly to a
quarterly distribution schedule. JGV's last monthly distribution was paid on
April 2, 2007, and its first quarterly distribution was paid on July 2, 2007.
The Fund has a managed distribution program. The goal of a managed distribution
program is to provide shareholders relatively consistent and predictable cash
flow by systematically converting its expected long-term return potential into
regular distributions. As a result, regular distributions throughout the year
will likely include a portion of expected long-term gains (both realized and
unrealized), along with net investment income.
Important points to understand about the managed distribution program are:
- - The Fund seeks to establish a relatively stable distribution rate that roughly
corresponds to the projected total return from its investment strategy over an
extended period of time. However, you should not draw any conclusions about
the Fund's past or future investment performance from its current distribution
rate.
- - Actual returns will differ from projected long-term returns (and therefore the
Fund's distribution rate), at least over shorter time periods. Over a specific
timeframe, the difference between actual returns and total distributions will
be reflected in an increasing (returns exceed distributions) or a decreasing
(distributions exceed returns) Fund net asset value.
- - Each distribution is expected to be paid from some or all of the following
sources:
- net investment income (regular interest and dividends),
- realized capital gains, and
- unrealized gains, or, in certain cases, a return of principal (non-taxable
distributions)
- - A non-taxable distribution is a payment of a portion of the Fund's capital.
When the Fund's returns exceed distributions, it may represent portfolio gains
generated, but not realized as a taxable capital gain. In periods when the
Fund's returns fall short of distributions, it will represent a portion of
your original principal unless the shortfall is offset during other time
periods over the life of your investment (previous or subsequent) when the
Fund's total return exceeds distributions.
- - Because distribution source estimates are updated during the year, based on
the Fund's performance and forecast for its current fiscal year (which is the
calendar year for the Fund), these estimates may differ from both the tax
information reported to you in your
6
Fund's IRS Form 1099 statement provided at year end, as well as the ultimate
economic sources of distributions over the life of your investment.
The following table provides estimated information regarding the Fund's
distributions and total return performance for the six months ended June 30,
2007. The distribution information is presented on a tax basis rather than on a
generally accepted accounting principles (GAAP) basis. This information is
intended to help you better understand whether the Fund's returns for the
specified time period was sufficient to meet the Fund's distributions.
<Table>
<Caption>
- ----------------------------------------------------------------------------
As of 6/30/2007 JGV
- ----------------------------------------------------------------------------
Inception date 7/24/06
Six months ended 6/30/07:
Per share distribution:
From net investment income $0.26
From realized capital gains --
From return of capital 0.47
-------
Total per share distribution $0.73
=======
Distribution rate on NAV 3.53%
Cumulative six-month total return on NAV 4.90%
Annualized since inception total return on NAV 14.62%
- ----------------------------------------------------------------------------
</Table>
At the end of the reporting period, the Fund's share price was trading at -6.14%
discount to its net asset value, compared with an average discount of -4.70% for
the entire six-month period.
7
<Table>
JGV Nuveen Global Value
PERFORMANCE Opportunities Fund
OVERVIEW as of 6-30-07
</Table>
PORTFOLIO ALLOCATION (AS A % OF TOTAL INVESTMENTS)
(PIE CHART)
<Table>
Common Stocks 76.7
Corporate Bonds 7.5
Mortgage-Backed Securities 5.8
Convertible Bonds 5.3
Convertible Preferred Securities 2.8
Structured Notes 1.9
</Table>
2006-2007 DISTRIBUTIONS PER SHARE(2)
(BAR CHART)
<Table>
Aug 0.110
Oct 0.110
Nov 0.110
Dec 0.115
Jan 0.115
Feb 0.115
Mar 0.120
Jun 0.378
</Table>
SHARE PRICE PERFORMANCE -- WEEKLY CLOSING PRICE
(LINE GRAPH)
<Table>
7/24/06 20.00
20.01
20.01
20.00
20.00
19.98
19.53
19.89
20.04
18.80
18.65
19.10
19.24
19.05
18.68
18.99
18.94
18.28
18.63
19.27
19.71
19.34
19.43
19.66
19.73
19.90
19.74
19.82
19.88
19.90
19.45
19.49
19.35
19.88
19.79
19.74
19.88
19.87
19.86
19.66
19.88
19.90
19.71
19.64
19.46
19.69
19.77
19.32
19.05
6/29/07 19.40
</Table>
FUND SNAPSHOT
<Table>
- -------------------------------------------------------------------------------------
Share Price $19.40
- -------------------------------------------------------------------------------------
Net Asset Value $20.67
- -------------------------------------------------------------------------------------
Premium/(Discount) to NAV -6.14%
- -------------------------------------------------------------------------------------
Current Distribution Rate(1) 7.79%
- -------------------------------------------------------------------------------------
Net Assets ($000) $400,084
- -------------------------------------------------------------------------------------
</Table>
ANNUALIZED TOTAL RETURN
(Inception 7/24/06)
<Table>
<Caption>
- -------------------------------------------------------------------------------------
ON SHARE PRICE ON NAV
- -------------------------------------------------------------------------------------
6-month
(Cumulative) 2.18% 4.90%
- -------------------------------------------------------------------------------------
Since
Inception 3.01% 14.62%
- -------------------------------------------------------------------------------------
</Table>
COUNTRIES
(as a % of total investments)
<Table>
- -------------------------------------------------------------------------------------
United States 57.9%
- -------------------------------------------------------------------------------------
Japan 9.9%
- -------------------------------------------------------------------------------------
Canada 9.4%
- -------------------------------------------------------------------------------------
South Africa 4.3%
- -------------------------------------------------------------------------------------
South Korea 3.5%
- -------------------------------------------------------------------------------------
Australia 2.7%
- -------------------------------------------------------------------------------------
United Kingdom 2.6%
- -------------------------------------------------------------------------------------
France 2.5%
- -------------------------------------------------------------------------------------
Taiwan 2.4%
- -------------------------------------------------------------------------------------
Other 4.8%
- -------------------------------------------------------------------------------------
</Table>
INDUSTRIES
(as a % of total investments)
<Table>
- -------------------------------------------------------------------------------------
Metals & Mining 23.6%
- -------------------------------------------------------------------------------------
Oil, Gas & Consumable Fuels 12.0%
- -------------------------------------------------------------------------------------
Diversified Telecommunication Services 9.6%
- -------------------------------------------------------------------------------------
Food Products 7.6%
- -------------------------------------------------------------------------------------
Residentials 5.8%
- -------------------------------------------------------------------------------------
Consumer Finance 4.4%
- -------------------------------------------------------------------------------------
Paper & Forest Products 2.9%
- -------------------------------------------------------------------------------------
Communications Equipment 2.8%
- -------------------------------------------------------------------------------------
Capital Markets 2.7%
- -------------------------------------------------------------------------------------
Pharmaceuticals 2.6%
- -------------------------------------------------------------------------------------
Commercial Services & Supplies 2.5%
- -------------------------------------------------------------------------------------
Machinery 2.3%
- -------------------------------------------------------------------------------------
Electric Utilities 2.1%
- -------------------------------------------------------------------------------------
Aerospace & Defense 1.6%
- -------------------------------------------------------------------------------------
Road & Rail 1.5%
- -------------------------------------------------------------------------------------
Diversified Financial Services 1.5%
- -------------------------------------------------------------------------------------
Other 14.5%
- -------------------------------------------------------------------------------------
</Table>
1 Current Distribution Rate is based on the Fund's current annualized quarterly
distribution divided by the Fund's current market price. The Fund's quarterly
distributions to its shareholders may be comprised of ordinary income, net
realized capital gains and, if at the end of the calendar year the Fund's
cumulative net ordinary income and net realized gains are less than the amount
of the Fund's distributions, a tax return of capital.
2 Effective March 1, 2007, the Fund changed from a monthly distribution to a
quarterly distribution schedule. The Fund's last monthly distribution was
declared March 1, 2007, and paid on April 2, 2007. The Fund's first quarterly
distribution was declared June 1, 2007, and paid on July 2, 2007.
8
<Table>
SHAREHOLDER MEETING REPORT
The shareholder meeting was held in the offices of Nuveen
Investments on April 4, 2007.
</Table>
<Table>
<Caption>
- ------------------------------------------------------------------------
APPROVAL OF THE BOARD MEMBERS WAS REACHED AS FOLLOWS:
Common
Shares
- ------------------------------------------------------------------------
Robert P. Bremner
For 18,581,214
Withhold 33,156
- ------------------------------------------------------------------------
Total 18,614,370
- ------------------------------------------------------------------------
Lawrence H. Brown(1)
For 18,582,650
Withhold 31,720
- ------------------------------------------------------------------------
Total 18,614,370
- ------------------------------------------------------------------------
Jack B. Evans
For 18,580,214
Withhold 34,156
- ------------------------------------------------------------------------
Total 18,614,370
- ------------------------------------------------------------------------
William C. Hunter
For 18,583,464
Withhold 30,906
- ------------------------------------------------------------------------
Total 18,614,370
- ------------------------------------------------------------------------
David J. Kundert
For 18,580,714
Withhold 33,656
- ------------------------------------------------------------------------
Total 18,614,370
- ------------------------------------------------------------------------
William J. Schneider
For 18,580,714
Withhold 33,656
- ------------------------------------------------------------------------
Total 18,614,370
- ------------------------------------------------------------------------
Timothy R. Schwertfeger
For 18,582,464
Withhold 31,906
- ------------------------------------------------------------------------
Total 18,614,370
- ------------------------------------------------------------------------
Judith M. Stockdale
For 18,581,464
Withhold 31,906
- ------------------------------------------------------------------------
Total 18,613,370
- ------------------------------------------------------------------------
Carole E. Stone
For 18,581,714
Withhold 32,656
- ------------------------------------------------------------------------
Total 18,614,370
- ------------------------------------------------------------------------
Eugene S. Sunshine(2)
For 18,582,214
Withhold 32,156
- ------------------------------------------------------------------------
Total 18,614,370
- ------------------------------------------------------------------------
</Table>
(1) Mr. Lawrence H. Brown retired from the Board of Trustees on July 1, 2007.
(2) Mr. Eugene S. Sunshine resigned from the Board of Trustees on July 31, 2007.
9
JGV
Nuveen Global Value Opportunities Fund
Portfolio of INVESTMENTS
as of 6-30-07 (Unaudited)
<Table>
<Caption>
SHARES DESCRIPTION VALUE
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - 83.5%
AEROSPACE & DEFENSE - 1.7%
112,600 Thales S.A. $ 6,906,695
- ------------------------------------------------------------------------------------------------------------------------
BIOTECHNOLOGY - 1.2%
84,000 Amgen Inc., (1) 4,644,360
- ------------------------------------------------------------------------------------------------------------------------
CHEMICALS - 1.2%
124,500 Mosaic Company, (1) 4,857,990
- ------------------------------------------------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES - 2.7%
801,600 Allied Waste Industries, Inc., (1) 10,789,536
- ------------------------------------------------------------------------------------------------------------------------
CONSTRUCTION & ENGINEERING - 1.2%
106,100 Shaw Group Inc., (1) 4,911,369
- ------------------------------------------------------------------------------------------------------------------------
CONSUMER FINANCE - 4.8%
334,000 Promise Company Limited, Unsponsored ADR 5,101,850
418,700 Takefuji Corporation 14,078,522
- ------------------------------------------------------------------------------------------------------------------------
Total Consumer Finance 19,180,372
-----------------------------------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES - 10.4%
553,950 Chunghwa Telecom Co., Ltd., Sponsored 10,447,497
ADR
476,200 KT Corporation, Sponsored ADR 11,171,652
903,200 Nippon Telegraph and Telephone 20,023,942
Corporation, ADR
- ------------------------------------------------------------------------------------------------------------------------
Total Diversified Telecommunication 41,643,091
Services
-----------------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES - 2.3%
349,900 Centrais Electricas Brasileiras S.A., 5,213,510
ADR
2,300 DTE Energy Company 110,906
176,800 Korea Electric Power Corporation, 3,871,920
Sponsored ADR
- ------------------------------------------------------------------------------------------------------------------------
Total Electric Utilities 9,196,336
-----------------------------------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS - 1.6%
166,400 Tech Data Corporation, (1) 6,399,744
- ------------------------------------------------------------------------------------------------------------------------
FOOD PRODUCTS - 8.2%
521,900 Smithfield Foods, Inc., (1) 16,069,301
730,000 Tyson Foods, Inc., Class A 16,819,200
- ------------------------------------------------------------------------------------------------------------------------
Total Food Products 32,888,501
-----------------------------------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES - 0.7%
50,000 Aetna Inc. 2,470,000
5,300 Apria Healthcare Group Inc., (1) 152,481
- ------------------------------------------------------------------------------------------------------------------------
Total Health Care Providers & Services 2,622,481
-----------------------------------------------------------------------------------------------------------
HOUSEHOLD DURABLES - 1.0%
205,400 Matsushita Electric Industrial Co., 4,068,974
Ltd., ADR
- ------------------------------------------------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES - 1.1%
135,000 eBay Inc., (1) 4,344,300
- ------------------------------------------------------------------------------------------------------------------------
MACHINERY - 2.4%
149,700 AGCO Corporation, (1) 6,498,477
221,960 Tecumseh Products Company, Class B, (1) 3,298,326
- ------------------------------------------------------------------------------------------------------------------------
Total Machinery 9,796,803
-----------------------------------------------------------------------------------------------------------
MEDIA - 1.3%
181,800 Premiere AG, (1) 4,330,604
20,000 Scholastic Corporation, (1) 718,800
- ------------------------------------------------------------------------------------------------------------------------
Total Media 5,049,404
-----------------------------------------------------------------------------------------------------------
METALS & MINING - 21.7%
287,600 AngloGold Ashanti Limited, Sponsored ADR 10,877,032
900,000 Apex Silver Mines Limited, (1) 18,162,000
</Table>
10
<Table>
<Caption>
SHARES DESCRIPTION VALUE
- ------------------------------------------------------------------------------------------------------------------------
METALS & MINING (continued)
467,600 Barrick Gold Corporation $ 13,593,132
544,000 Crystallex International Corporation, (1) 2,257,600
567,000 Gabriel Resources, Limited, (1) 2,538,925
502,600 Gold Fields Limited 7,890,820
200,000 Ivanhoe Mines Ltd., (1) 2,848,000
218,969 Kinross Gold Corporation, (1) 2,557,558
4,245,000 Lihir Gold Limited, (1) 10,796,737
275,000 Moto Goldmines, Limited, (1) 1,063,600
270,700 Newmont Mining Corporation 10,573,542
256,000 NovaGold Resources Inc., (1) 3,847,680
- ------------------------------------------------------------------------------------------------------------------------
Total Metals & Mining 87,006,626
-----------------------------------------------------------------------------------------------------------
MULTI-UTILITIES - 1.4%
223,900 Puget Energy, Inc. 5,413,902
- ------------------------------------------------------------------------------------------------------------------------
OIL, GAS & CONSUMABLE FUELS - 10.6%
67,000 BP Amoco PLC 4,833,380
120,000 Chevron Corporation 10,108,800
171,800 Nexen Inc. 5,317,210
258,500 Peabody Energy Corporation 12,506,230
118,400 Royal Dutch Shell PLC, Class A 9,614,080
- ------------------------------------------------------------------------------------------------------------------------
Total Oil, Gas & Consumable Fuels 42,379,700
-----------------------------------------------------------------------------------------------------------
PAPER & FOREST PRODUCTS - 2.6%
420,000 Bowater Incorporated 10,479,000
3,350 Domtar Corporation, (1) 37,386
- ------------------------------------------------------------------------------------------------------------------------
Total Paper & Forest Products 10,516,386
-----------------------------------------------------------------------------------------------------------
PHARMACEUTICALS - 2.8%
84,600 AstraZeneca Group 4,524,408
770,000 Patheon Inc., (1) 3,043,135
95,200 Sanofi-Aventis, ADR 3,833,704
- ------------------------------------------------------------------------------------------------------------------------
Total Pharmaceuticals 11,401,247
-----------------------------------------------------------------------------------------------------------
ROAD & RAIL - 1.3%
46,500 Union Pacific Corporation 5,354,475
- ------------------------------------------------------------------------------------------------------------------------
SOFTWARE - 0.6%
77,600 Microsoft Corporation 2,286,872
- ------------------------------------------------------------------------------------------------------------------------
TRANSPORTATION INFRASTRUCTURE - 0.5%
54,150 Stolt-Nielsen S.A 1,804,403
- ------------------------------------------------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES - 0.2%
13,400 Vodafone Group PLC, Sponsored ADR 450,642
- ------------------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $301,825,240) 333,914,209
===========================================================================================================
<Caption>
SHARES DESCRIPTION COUPON RATINGS (2) VALUE
- --------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED SECURITIES - 3.1%
COMMUNICATIONS EQUIPMENT - 3.1%
11,858 Lucent Technologies Capital Trust I 7.750% B1 $ 12,213,740
- --------------------------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED SECURITIES 12,213,740
(COST $12,280,353)
=============================================================================================================
<Caption>
PRINCIPAL
AMOUNT (000) DESCRIPTION COUPON MATURITY RATINGS (2) VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES - 6.3%
RESIDENTIALS - 6.3%
$ 6,716 Federal Home Loan Mortgage Corporation, 4.73% 1/01/33 AAA $ 6,788,300
Collateralized Mortgage Obligation, Pool 780184
1,616 Federal Home Loan Mortgage Corporation, 4.92% 2/01/33 AAA 1,639,991
Collateralized Mortgage Obligation, Pool 780284
4,056 Federal Home Loan Mortgage Corporation, 5.00% 6/15/21 AAA 506,942
Collateralized Mortgage, Series 2595 (I/O)
4,617 Federal Home Loan Mortgage Corporation, Pool 2640 (I/O) 4.50% 8/15/17 AAA 406,789
2,969 Federal Home Loan Mortgage Corporation, Pool, FHR 2627 BI (I/O) 5.00% 8/15/25 AAA 298,821
3,112 Federal Home Loan Mortgage Corporation, Pool, FHR 2872 JI (I/O) 4.50% 10/15/12 AAA 80,460
1,633 Federal Home Loan Mortgage Corporation, Pool, FHR 2906 EI (I/O) 4.50% 1/15/19 AAA 231,724
1,285 Federal Home Loan Mortgage Corporation, Pool (I/O) 4.50% 3/15/18 AAA 138,855
</Table>
11
JGV
Nuveen Global Value Opportunities Fund (continued)
Portfolio of INVESTMENTS as of 6-30-07 (Unaudited)
<Table>
<Caption>
PRINCIPAL
AMOUNT (000) DESCRIPTION COUPON MATURITY RATINGS (2) VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIALS (continued)
$ 1,084 Federal Home Loan Mortgage Corporation, Pool (I/O) 4.50% 2/15/19 AAA $ 142,044
319 Federal Home Loan Mortgage Corporation, Pool, Series 2626 JI (I/O) 4.50% 5/15/18 AAA 76,326
241 Federal National Mortgage Association Mortgage Pool 100195 5.87% 8/20/22 AAA 237,752
4,861 Federal National Mortgage Association Mortgage Pool 2003-86 IL (I/O) 4.50% 4/25/13 AAA 133,536
268 Federal National Mortgage Association Mortgage Pool 357922 4.24% 3/1/34 AAA 266,318
80 Federal National Mortgage Association Mortgage Pool 708743 4.28% 6/01/33 AAA 79,960
158 Federal National Mortgage Association Mortgage Pool 713939 4.52% 4/01/33 AAA 158,649
840 Federal National Mortgage Association Mortgage Pool 816594 4.91% 2/01/35 AAA 834,564
31,567 Federal National Mortgage Association Mortgage Pool Strips 345-17 (I/O) 4.50% 5/1/20 AAA 5,004,033
1,107 Federal National Mortgage Association, Collateralized Mortgage Obligations, 4.50% 3/25/18 AAA 114,939
Series 2004-75, Class KI (I/O)
2,073 Federal National Mortgage Association, Collateralized Mortgage Obligations, 4.50% 5/25/19 AAA 289,179
Series 2004-86, Class KI (I/O)
4,141 Federal National Mortgage Association, Collateralized Mortgage Obligations, 4.50% 8/25/25 AAA 1,295,946
Series 2005-69, Class PI (I/O)
152 Federal Home Loan Mortgage Corporation, Pool 789045 5.82% 2/01/32 AAA 152,746
6,447 GNMA Mortgage Pool 081832 5.00% 1/20/37 AAA 6,400,971
- ------------------------------------------------------------------------------------------------------------------------------------
79,342 Total Residentials 25,278,845
- ------------------------------------------------------------------------------------------------------------------------------------
$ 79,342 TOTAL MORTGAGE-BACKED SECURITIES (COST $25,064,989) 25,278,845
====================================================================================================================================
<Caption>
PRINCIPAL
AMOUNT (000) DESCRIPTION COUPON MATURITY RATINGS (2) VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS - 5.7%
AIRLINES - 1.6%
$ 6,438 JetBlue Airways Corporation 3.500% 7/15/33 CCC+ $ 6,277,050
- ------------------------------------------------------------------------------------------------------------------------------------
METALS & MINING - 3.4%
10,145 Coeur d'Alene Mines Corporation, Convertible Bond 1.250% 1/15/24 B- 9,067,094
4,480 Gold Reserve, Inc., Convertible Bonds 5.500% 6/15/22 N/R 4,709,600
- ------------------------------------------------------------------------------------------------------------------------------------
14,625 Total Metals & Mining 13,776,694
- ------------------------------------------------------------------------------------------------------------------------------------
SEMICONDUCTORS & EQUIPMENT - 0.7%
3,000 Credence Systems Corporation, Convertible Bond 1.500% 5/15/08 N/R 2,842,500
- ------------------------------------------------------------------------------------------------------------------------------------
$ 24,063 TOTAL CONVERTIBLE BONDS (COST $22,354,330) 22,896,244
====================================================================================================================================
<Caption>
PRINCIPAL
AMOUNT (000) DESCRIPTION COUPON MATURITY RATINGS (2) VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS - 8.1%
AUTO COMPONENTS - 0.5%
$ 2,000 Lear Corporation, Series B 8.110% 5/15/09 B3 $ 2,030,000
- ------------------------------------------------------------------------------------------------------------------------------------
CAPITAL MARKETS - 0.9%
3,979 Lehman Brothers Holdings Inc., Trust 00650 10.000% 7/26/21 A+ 3,405,029
- ------------------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES - 1.6%
4,500 Lehman Brothers Holdings 10.000% 3/07/22 A+ 4,614,062
2,000 Leucadia National Corporation 7.000% 8/15/13 BB 1,970,000
- ------------------------------------------------------------------------------------------------------------------------------------
6,500 Total Diversified Financial Services 6,584,062
- ------------------------------------------------------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT - 0.6%
2,208 UCAR Finance Inc. 10.250% 2/15/12 B 2,323,920
- ------------------------------------------------------------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS - 0.8%
3,000 Elizabeth Arden Inc. 7.750% 1/15/14 B1 3,037,500
- ------------------------------------------------------------------------------------------------------------------------------------
METALS & MINING - 0.5%
2,000 Phelps Dodge Corporation 7.125% 11/01/27 BB+ 2,080,084
- ------------------------------------------------------------------------------------------------------------------------------------
OIL, GAS & CONSUMABLE FUELS - 2.5%
2,000 Arch Western Finance LLC 6.750% 7/01/13 BB- 1,930,000
2,000 Ship Finance International Limited 8.500% 12/15/13 B+ 2,070,000
2,000 Teekay Shipping Corporation 8.875% 7/15/11 BB- 2,130,000
3,750 USEC Inc. 6.750% 1/20/09 CCC 3,693,750
- ------------------------------------------------------------------------------------------------------------------------------------
9,750 Total Oil, Gas & Consumable Fuels 9,823,750
- ------------------------------------------------------------------------------------------------------------------------------------
</Table>
12
<Table>
<Caption>
PRINCIPAL
AMOUNT (000) DESCRIPTION COUPON MATURITY RATINGS (2) VALUE
- ----------------------------------------------------------------------------------------------------------------------------
PAPER & FOREST PRODUCTS - 0.5%
$ 2,000 Bowater Inc. 9.500% 10/15/12 B $ 1,980,000
- ----------------------------------------------------------------------------------------------------------------------------
ROAD & RAIL - 0.2%
1,000 CSX Transportation, Inc. 9.750% 6/15/20 BBB- 1,280,438
- ----------------------------------------------------------------------------------------------------------------------------
$ 32,437 TOTAL CORPORATE BONDS (COST $32,106,544) 32,544,783
============================================================================================================================
<Caption>
PRINCIPAL
AMOUNT (000) DESCRIPTION COUPON MATURITY VALUE
- ----------------------------------------------------------------------------------------------------------------------------
STRUCTURED NOTES - 2.1%
CAPITAL MARKETS - 2.1%
$ 9,000 Morgan Stanley Group, Inc., Credit Linked Note 0.000% 6/20/17 $ 8,325,000
- ----------------------------------------------------------------------------------------------------------------------------
$ 9,000 TOTAL STRUCTURED NOTES (COST $9,000,000) 8,325,000
============================================================================================================================
TOTAL INVESTMENTS (COST $402,631,456) - 108.8% 435,172,821
=============================================================================================================
<Caption>
SHARES DESCRIPTION VALUE
- ----------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS SOLD SHORT - (5.0)%
BIOTECHNOLOGY - (0.5)%
(25,000) Genentech, Inc., (1) $ (1,891,500)
- ----------------------------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES - (0.6)%
(17,000) Alcon Inc. (2,293,470)
- ----------------------------------------------------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES - (0.9)%
(74,000) Bankrate Inc., (1) (3,546,080)
- ----------------------------------------------------------------------------------------------------------------------------
MULTILINE RETAIL - (0.6)%
(33,000) Kohl's Corporation, (1) (2,343,990)
- ----------------------------------------------------------------------------------------------------------------------------
PHARMACEUTICALS - (0.9)%
(36,000) Allergan, Inc. (2,075,040)
(33,600) Merck & Co. Inc. (1,673,280)
- ----------------------------------------------------------------------------------------------------------------------------
Total Pharmaceuticals (3,748,320)
-------------------------------------------------------------------------------------------------------------
SPECIALTY RETAIL - (0.6)%
(17,700) AutoZone, Inc., (1) (2,418,174)
- ----------------------------------------------------------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS - (0.7)%
(60,000) Coach, Inc., (1) (2,843,400)
- ----------------------------------------------------------------------------------------------------------------------------
THRIFTS & MORTGAGE FINANCE - (0.2)%
(18,000) FirstFed Financial Corporation, (1) (1,021,140)
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS SOLD SHORT (PROCEEDS $17,319,122) (20,106,074)
=============================================================================================================
<Caption>
NOTIONAL EXPIRATION STRIKE
CONTRACTS TYPE AMOUNT (3) DATE PRICE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
CALL OPTIONS WRITTEN - (7.3)% (4)
(500) Aetna Inc. $ (2,000,000) 1/19/08 $40.00 $ (565,000)
(1,497) AGCO Corporation (5,988,000) 1/19/08 40.00 (1,047,900)
(6,000) Allied Waste Industries (7,500,000) 1/19/08 12.50 (1,140,000)
(800) Amgen, Inc. (4,800,000) 10/20/07 60.00 (132,000)
(7,400) Apex Silver Mines Limited (12,950,000) 1/19/08 17.50 (3,219,000)
(840) Astrazenica PLC (4,200,000) 1/19/08 50.00 (508,200)
(4,200) Bowater, Inc. (10,500,000) 1/19/08 25.00 (1,302,000)
(500) BP Amoco, PLC (3,000,000) 1/19/08 60.00 (667,500)
(900) Cheveron Corporation (5,850,000) 1/19/08 65.00 (1,836,000)
(5,400) Crystallex International Corporation (2,700,000) 10/20/07 5.00 (310,500)
(25) Domtar Inc. (25,000) 1/19/08 10.00 (4,813)
(1,010) EBay, Inc. (3,282,500) 1/19/08 32.50 (333,860)
(3,700) Gold Fields Limited (6,475,000) 1/19/08 17.50 (370,000)
(1,300) Korea Electric Power Corporation (3,250,000) 9/22/07 25.00 (19,500)
(3,500) KT Corporation (7,875,000) 10/20/07 22.50 (665,000)
(2,000) Matsushita Electric Industrial Company, Limited (3,500,000) 12/22/07 17.50 (595,000)
(750) Microsoft Corporation (2,437,500) 1/19/08 32.50 (63,375)
(1,200) Mosaic Company (2,700,000) 1/19/08 22.50 (2,082,000)
</Table>
13
JGV
Nuveen Global Value Opportunities Fund (continued)
Portfolio of INVESTMENTS as of 6-30-07 (Unaudited)
<Table>
<Caption>
NOTIONAL EXPIRATION STRIKE
CONTRACTS TYPE AMOUNT (3) DATE PRICE VALUE
- -------------------------------------------------------------------------------------------------------------------------
CALL OPTIONS WRITTEN (continued)
(1,000) Newmont Mining Corporation $ (4,500,000) 1/19/08 $45.00 $ (132,500)
(780) Nexen Inc. (2,340,000) 9/22/07 30.00 (208,650)
(900) Nexen Inc. (2,700,000) 12/22/07 30.00 (328,500)
(6,400) Nipon Telegraph & Telephone Corporation (16,000,000) 9/22/07 25.00 (112,000)
(2,100) Nipon Telegraph & Telephone Corporation (4,725,000) 12/22/07 22.50 (299,250)
(2,500) Novagold Resources, Inc. (3,750,000) 9/22/07 15.00 (343,750)
(1,900) Peabody Energy Corporation (7,600,000) 1/19/08 40.00 (2,128,000)
(1,100) Royal Dutch Shell PLC (7,700,000) 10/20/07 70.00 (1,540,000)
(950) Sanofi Aventis (4,037,500) 12/22/07 42.50 (185,250)
(700) Shaw Group Inc. (2,100,000) 1/19/08 30.00 (1,239,000)
(300) Shaw Group Inc. (1,050,000) 1/19/08 35.00 (399,000)
(3,900) Smithfield Foods Inc. (11,700,000) 7/21/07 30.00 (458,250)
(1,300) Smithfield Foods Inc. (4,550,000) 1/19/08 35.00 (126,750)
(1,200) Tech Data Corporation (4,200,000) 9/22/07 35.00 (546,000)
(7,300) Tyson Foods Inc. (10,950,000) 1/19/08 15.00 (6,168,500)
(100) Vodafone Group PLC (300,000) 1/19/08 30.00 (51,000)
- -------------------------------------------------------------------------------------------------------------------------
(73,952) TOTAL CALL OPTIONS WRITTEN (PREMIUMS (177,235,500) (29,128,048)
RECEIVED $16,974,039)
=========================================================================================================================
OTHER ASSETS LESS LIABILITIES - 3.5% 14,145,077
============================================================================================================
NET ASSETS - 100% $ 400,083,776
------------------------------------------------------------------------------------------------------------
</Table>
<Table>
(1) Non-income producing.
(2) Ratings: Using the higher of Standard & Poor's or Moody's rating. Ratings below BBB by
Standard & Poor's Group or Baa by Moody's Investor Service, Inc. are considered to be
below investment grade.
(3) For disclosure purposes, Notional Amount is calculated by multiplying the number of
Contracts by the Strike Price by 100.
(4) The Fund may designate up to 100% of its Common Stock investments to cover outstanding
Call Options Written.
ADR American Depositary Receipt.
I/O Interest only securities.
N/R Not rated.
</Table>
See accompanying notes to financial statements.
14
Statement of
ASSETS & LIABILITIES
June 30, 2007 (Unaudited)
<Table>
<Caption>
- --------------------------------------------------------------------------
ASSETS
Investments, at value (cost $402,631,456) $435,172,821
Cash denominated in foreign currencies (cost $945,169) 963,651
Deposits with brokers for securities sold short 23,620,452
Receivables:
Dividends 326,495
Interest 1,224,844
Investments sold 333,861
Paydown 292
Other assets 6,195
- --------------------------------------------------------------------------
Total assets 461,648,611
- --------------------------------------------------------------------------
LIABILITIES
Securities sold short, at value (proceeds $17,319,122) 20,106,074
Cash overdraft 6,886,012
Payable for investments purchased 4,343,450
Call options written, at value (premiums received
$16,974,039) 29,128,048
Accrued expenses:
Management fees 326,869
Other 761,614
Dividends payable for securities sold short 12,768
- --------------------------------------------------------------------------
Total liabilities 61,564,835
- --------------------------------------------------------------------------
Net assets $400,083,776
==========================================================================
Shares outstanding 19,355,240
==========================================================================
Net asset value per share outstanding $ 20.67
==========================================================================
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------
Shares, $.01 par value per share $ 193,552
Paid-in surplus 368,038,098
Undistributed (Over-distribution of) net investment income (10,784,203)
Accumulated net realized gain (loss) from investments,
securities sold short and call options written 25,017,443
Net unrealized appreciation (depreciation) of investments,
securities sold short and call options written 17,618,886
- --------------------------------------------------------------------------
Net assets $400,083,776
==========================================================================
Authorized shares Unlimited
==========================================================================
</Table>
See accompanying notes to financial statements.
15
Statement of
OPERATIONS
Six months ended June 30, 2007
(Unaudited)
<Table>
<Caption>
- ----------------------------------------------------------------------------
INVESTMENT INCOME
Dividends $ 2,406,262
Interest 4,738,090
- ----------------------------------------------------------------------------
Total investment income 7,144,352
- ----------------------------------------------------------------------------
EXPENSES
Management fees 1,945,373
Dividend expense on securities sold short 63,785
Custodian's fees and expenses 52,555
Trustees' fees and expenses 2,710
Professional fees 31,124
Shareholders' reports - printing and mailing expenses 28,942
Stock exchange listing fees 4,777
Investor relations expense 29,061
Prime broker expense 16,389
Other expenses 3,208
- ----------------------------------------------------------------------------
Total expenses before custodian fee credit 2,177,924
Custodian fee credit (3,400)
- ----------------------------------------------------------------------------
Net expenses 2,174,524
- ----------------------------------------------------------------------------
Net investment income 4,969,828
- ----------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments and securities sold short 15,176,769
Foreign currencies (37,081)
Call options written 9,877,755
Change in net unrealized appreciation (depreciation) of:
Investments and securities sold short (6,765,046)
Foreign currencies 20,196
Call options written (4,145,569)
- ----------------------------------------------------------------------------
Net realized and unrealized gain (loss) 14,127,024
- ----------------------------------------------------------------------------
Net increase (decrease) in net assets from operations $19,096,852
============================================================================
</Table>
See accompanying notes to financial statements.
16
Statement of
CHANGES in NET ASSETS (Unaudited)
<Table>
<Caption>
FOR THE PERIOD
7/24/06
SIX MONTHS (COMMENCEMENT
ENDED OF OPERATIONS)
6/30/07 THROUGH 12/31/06
- --------------------------------------------------------------------------------------------------------------------
OPERATIONS
Net investment income $ 4,969,828 $ 3,072,582
Net realized gain (loss) from:
Investments and securities sold short 15,176,769 3,506,736
Foreign currencies (37,081) 7,220
Call options written 9,877,755 (316,307)
Change in net unrealized appreciation (depreciation) of:
Investments and securities sold short (6,765,046) 36,519,459
Foreign currencies 20,196 (1,714)
Call options written (4,145,569) (8,008,440)
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations 19,096,852 34,779,536
- --------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
From and in excess of net investment income (14,090,615) --
From net investment income -- (5,042,632)
From accumulated net realized gains -- (2,891,016)
Tax return of capital -- (679,434)
- --------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets from distributions to
shareholders (14,090,615) (8,613,082)
- --------------------------------------------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares, net of offering costs -- 368,811,001
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from capital share transactions -- 368,811,001
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets 5,006,237 394,977,455
Net assets at the beginning of period 395,077,539 100,084
- --------------------------------------------------------------------------------------------------------------------
Net assets at the end of period $400,083,776 $395,077,539
====================================================================================================================
Undistributed (Over-distribution of) net investment income at the end of period $(10,784,203) $ (1,663,416)
====================================================================================================================
</Table>
See accompanying notes to financial statements.
17
Notes to
FINANCIAL STATEMENTS (Unaudited)
1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES
Nuveen Global Value Opportunities Fund (the "Fund") is a diversified, closed-end
management investment company registered under the Investment Company Act of
1940, as amended. The Fund's shares are listed on the New York Stock Exchange
and trade under the ticker symbol "JGV." The Fund was organized as a
Massachusetts business trust on May 17, 2006.
Prior to the commencement of operations, the Fund had no operations other than
those related to organizational matters, the initial capital contribution of
$100,084 by Nuveen Asset Management (the "Adviser"), a wholly owned subsidiary
of Nuveen Investments, Inc. ("Nuveen"), and the recording of the organization
expenses ($13,500) and their reimbursement by Nuveen Investments, LLC, also a
wholly owned subsidiary of Nuveen.
The Fund seeks to provide a high level of total return primarily by investing in
a diversified global portfolio of equity securities, as well as debt securities
issued by corporate and governmental entities.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements in accordance with
accounting principles generally accepted in the United States.
Investment Valuation
Exchange-listed securities are generally valued at the last sales price on the
securities exchange on which such securities are primarily traded. Securities
traded on a securities exchange for which there are no transactions on a given
day or securities not listed on a securities exchange are valued at the mean of
the closing bid and asked prices. Securities traded on Nasdaq are valued at the
Nasdaq Official Closing Price. The value of options written are based on the
last sale price in the case of exchange-traded options or, in the case of
options traded in the OTC market, the last asked price. The prices of
fixed-income securities and derivative instruments are generally provided by an
independent pricing service approved by the Fund's Board of Trustees. When price
quotes are not readily available, the pricing service or, in the absence of a
pricing service for a particular investment, the Board of Trustees of the Fund,
or its designee, may establish fair value using a wide variety of market data
including yields or prices of investments of comparable quality, type of issue,
coupon, maturity and rating, market quotes or indications of value from security
dealers, evaluations of anticipated cash flows or collateral, general market
conditions and other information and analysis, including the obligor's credit
characteristics considered relevant by the pricing service or the Board of
Trustees' designee. If the pricing service is unable to supply a price for a
derivative investment the Fund may use a market quote provided by a major
broker/dealer in such investments. If it is determined that the market price for
an investment or derivative instrument is unavailable or inappropriate, the
Board of Trustees of the Fund, or its designee, may establish fair value in
accordance with procedures established in good faith by the Board of Trustees.
Short-term investments are valued at amortized cost, which approximates market
value.
Investment Transactions
Investment transactions are recorded on a trade date basis. Realized gains and
losses from investment transactions are determined on the specific
identification method. Investments purchased on a when-issued/delayed delivery
basis may have extended settlement periods. Any investments so purchased are
subject to market fluctuation during this period. The Fund maintains liquid
assets with a current value at least equal to the amount of the
when-issued/delayed delivery purchase commitments. At June 30, 2007, the Fund
had no such outstanding purchase commitments.
Investment Income
Dividend income on securities purchased and dividend expense on securities sold
short are recorded on the ex-dividend date or, for foreign securities, when
information is available. Interest income, which includes the amortization of
premiums and accretion of discounts for financial reporting purposes, is
recorded on an accrual basis. Interest income also includes paydown gains and
losses, if any.
Federal Income Taxes
The Fund intends to comply with the requirements of Subchapter M of the Internal
Revenue Code applicable to regulated investment companies. The Fund intends to
distribute substantially all of its investment company taxable income to
shareholders. In any year when the Fund realizes net capital gains, the Fund may
choose to distribute all or a portion of its net capital gains to shareholders,
or alternatively, to retain all or a portion of its net capital gains and pay
federal corporate income taxes on such retained gains.
18
Dividends and Distributions to Shareholders
Distributions to shareholders are recorded on the ex-dividend date. The amount
and timing of distributions are determined in accordance with federal corporate
income tax regulations, which may differ from accounting principles generally
accepted in the United States.
The Fund makes quarterly cash distributions to shareholders of a stated dollar
amount per share. Subject to approval and oversight by the Fund's Board of
Trustees, the Fund seeks to maintain a stable distribution level designed to
deliver the long-term return potential of the Fund's investment strategy through
regular quarterly distributions (a "Managed Distribution Policy"). Total
distributions during a calendar year generally will be made from the Fund's net
investment income, net realized capital gains and net unrealized capital gains
in the Fund's portfolio, if any. The portion of distributions paid from net
unrealized gains, if any, would be distributed from the Fund's assets and would
be treated by shareholders as a non-taxable distribution for tax purposes. If
the Fund's total return on net asset value exceeds total distributions during a
calendar year, the excess will be reflected as an increase in net asset value
per share. In the event that total distributions during a calendar year exceed
the Fund's total return on net asset value, the difference will be treated as a
return of capital for tax purposes and will reduce net asset value per share.
The final determination of the source and character of all distributions for the
fiscal year are made after the end of the fiscal year and reflected in the
financial statements contained in the annual report as of December 31 each year.
The actual character of distributions made by the Fund during the fiscal year
ended December 31, 2006, are reflected in the accompanying financial statements.
The distributions made by the Fund during the six months ended June 30, 2007,
are provisionally classified as being "From and in excess of net investment
income", and those distributions will be classified as being from net investment
income, net realized capital gains and/or a return of capital for tax purposes
after the fiscal year end. For purposes of calculating "Undistributed
(Over-distribution of) net investment income" as of June 30, 2007, the
distribution amounts provisionally classified as "From and in excess of net
investment income" were treated as being entirely from net investment income.
Consequently, the financial statements at June 30, 2007, reflect an
over-distribution of net investment income.
Organization and Offering Costs
Nuveen Investments, LLC has agreed to reimburse all organization expenses
(approximately $10,000) and pay all offering costs (other than the sales load)
that exceed $.04 per share. The Fund's share of offering costs of $774,000 was
recorded as a reduction of the proceeds from the sale of shares.
Option Transactions
The Fund is authorized to write (sell) call options. When the Fund writes a call
option, an amount equal to the net premium received (the premium less
commission) is recorded as a liability and is subsequently adjusted to the
current value of the written option until the option expires or the Fund enters
into a closing purchase or sales transaction. When a call option expires or the
Fund enters into a closing purchase transaction, the difference between the net
premium received and any amount paid at expiration or on effecting a closing
purchase transaction, including commission, is treated as a net realized gain on
option contracts written or, if the net premium received is less than the amount
paid, as a net realized loss on option contracts written. The Fund, as writer of
a call option, bears the risk of an unfavorable change in the market value of
the index underlying the written option.
Foreign Currency Transactions
The Fund is authorized to engage in foreign currency exchange transactions,
including foreign currency forward, options and futures contracts. To the extent
that the Fund invests in securities and/or contracts that are denominated in a
currency other than U.S. dollars, the Fund will be subject to currency risk,
which is the risk that an increase in the U.S. dollar relative to the foreign
currency will reduce returns or portfolio value. Generally, when the U.S. dollar
rises in value against a foreign currency, the Fund's investments denominated in
that currency will lose value because its currency is worth fewer U.S. dollars;
the opposite effect occurs if the U.S. dollar falls in relative value.
Investments and other assets and liabilities denominated in foreign currencies
are converted into U.S. dollars on a spot (i.e. cash) basis at the spot rate
prevailing in the foreign currency exchange market at the time of valuation.
Purchases and sales of investments and dividend income denominated in foreign
currencies are translated into U.S. dollars on the respective dates of such
transactions. The gains or losses resulting from changes in foreign exchange
rates are included with net realized and unrealized gain (loss) in the Statement
of Operations.
The books and records of the Fund are maintained in U.S. dollars. Foreign
currencies, investments and other assets and liabilities are translated into
U.S. dollars at 4:00 p.m. Eastern time. Investments and income and expenses are
translated on the respective dates of such transactions. Net realized foreign
currency gains and losses resulting from changes in exchange rates include
foreign
19
Notes to
FINANCIAL STATEMENTS (Unaudited) (continued)
currency gains and losses between trade date and settlement date of the
transactions, foreign currency transactions, and the difference between the
amounts of interest and dividends recorded on the books of the Fund and the
amounts actually received.
Repurchase Agreements
In connection with transactions in repurchase agreements, it is the Fund's
policy that its custodian take possession of the underlying collateral
securities, the fair value of which exceeds the principal amount of the
repurchase transaction, including accrued interest, at all times. If the seller
defaults, and the fair value of the collateral declines, realization of the
collateral may be delayed or limited.
Custodian Fee Credit
The Fund has an arrangement with the custodian bank whereby certain custodian
fees and expenses are reduced by credits earned on the Fund's cash on deposit
with the bank. Such deposit arrangements are an alternative to overnight
investments. Credits for cash balances may be offset by charges for any days on
which the Fund overdraws its account at the custodian bank.
Indemnifications
Under the Fund's organizational documents, its Officers and Trustees are
indemnified against certain liabilities arising out of the performance of their
duties to the Fund. In addition, in the normal course of business, the Fund
enters into contracts that provide general indemnifications to other parties.
The Fund's maximum exposure under these arrangements is unknown as this would
involve future claims that may be made against the Fund that have not yet
occurred. However, the Fund has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of increases and
decreases in net assets from operations during the reporting period. Actual
results may differ from those estimates.
2. FUND SHARES
During the period July 24, 2006 (commencement of operations) through December
31, 2006, the Fund sold 19,350,000 shares. The Fund did not engage in
transactions in its own shares during the six months ended June 30, 2007.
3. INVESTMENT TRANSACTIONS
Purchases and sales (including maturities and proceeds from securities sold
short, but excluding call options written and short-term investments) during the
six months ended June 30, 2007, aggregated $176,686,357 and $165,306,938,
respectively.
Transactions in call options written during the six months ended June 30, 2007,
were as follows:
<Table>
<Caption>
NUMBER OF PREMIUMS
CONTRACTS RECEIVED
- -------------------------------------------------------------------------------------------------------------
Outstanding, beginning of period 75,873 $14,352,985
Call options written 73,822 18,310,148
Call options terminated in closing
purchase transactions (43,718) (10,437,193)
Call options expired (7,022) (2,357,331)
Call options exercised (25,003) (2,894,570)
- -------------------------------------------------------------------------------------------------------------
Outstanding, end of the period 73,952 $16,974,039
- -------------------------------------------------------------------------------------------------------------
</Table>
4. INCOME TAX INFORMATION
The following information is presented on an income tax basis. Differences
between amounts for financial statement and federal income tax purposes are
primarily due to the recognition of unrealized gain or loss for tax
(mark-to-market) on equity option contracts, the treatment of paydown gains and
losses, recognition of premium amortization, and timing differences in
recognizing certain gains and losses on investment transactions. To the extent
that differences arise that are permanent in nature, such amounts are
reclassified within the capital accounts on the Statement of Assets and
Liabilities presented in the annual report, based on their federal tax basis
treatment; temporary differences do not require reclassification. Temporary and
permanent differences do not impact the net asset values of the Fund.
20
At June 30, 2007, the cost of investments (excluding proceeds from securities
sold short and call options written) was $404,310,644.
Gross unrealized appreciation and gross unrealized depreciation of investments
(excluding proceeds from securities sold short and call options written) at June
30, 2007, were as follows:
<Table>
- --------------------------------------------------------------------------------
Gross unrealized:
Appreciation $47,436,858
Depreciation (16,574,681)
- --------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments $30,862,177
- --------------------------------------------------------------------------------
</Table>
The tax components of undistributed net ordinary income and net long-term
capital gains at December 31, 2006, the Fund's tax year end, were as follows:
<Table>
- --------------------------------------------------------------------------------
Undistributed net ordinary income * $--
Undistributed net long-term capital gains --
- --------------------------------------------------------------------------------
</Table>
* Net ordinary income consists of net taxable income derived from dividends,
interest, and net short-term capital gains, if any.
The tax character of distributions paid during the tax period July 24, 2006
(commencement of operations) through December 31, 2006, was designated for
purposes of the dividends paid deduction as follows:
<Table>
- --------------------------------------------------------------------------------
Distributions from net ordinary income * $7,933,648
Distributions from net long-term capital gains ** --
Tax return of capital 679,434
- --------------------------------------------------------------------------------
</Table>
* Net ordinary income consists of net taxable income derived from dividends,
interest, and net short-term capital gains, if any.
** The Fund designated as a long-term capital gain dividend, pursuant to the
Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the
earnings and profits of the Fund related to net capital gain to zero for the
tax year ended December 31, 2006.
5. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is separated into two components - a complex-level
component, based on the aggregate amount of all fund assets managed by the
Adviser, and a specific fund-level component, based only on the amount of assets
within the Fund. This pricing structure enables Nuveen fund shareholders to
benefit from growth in the assets within each individual fund as well as from
growth in the amount of complex-wide assets managed by the Adviser.
The annual fund-level fee, payable monthly, is based upon the average daily
Managed Assets of the Fund as follows:
<Table>
<Caption>
AVERAGE DAILY MANAGED ASSETS FUND-LEVEL FEE RATE
- -----------------------------------------------------------------------------------------------------------------
For the first $500 million .8000%
For the next $500 million .7750
For the next $500 million .7500
For the next $500 million .7250
For Managed Assets over $2 billion .7000
- -----------------------------------------------------------------------------------------------------------------
</Table>
The annual complex-level fee, payable monthly, which is additive to the
fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the
aggregate amount of total fund assets managed as stated in the tables below. As
of June 30, 2007, the complex level fee rate was .1828%.
21
Notes to
FINANCIAL STATEMENTS (Unaudited) (continued)
Effective August 20, 2007, the complex-level fee schedule is as follows:
<Table>
<Caption>
COMPLEX-LEVEL ASSET BREAKPOINT LEVEL(1) EFFECTIVE RATE AT BREAKPOINT LEVEL
- ------------------------------------------------------------------------------------------------
$55 billion .2000%
$56 billion .1996
$57 billion .1989
$60 billion .1961
$63 billion .1931
$66 billion .1900
$71 billion .1851
$76 billion .1806
$80 billion .1773
$91 billion .1691
$125 billion .1599
$200 billion .1505
$250 billion .1469
$300 billion .1445
- ------------------------------------------------------------------------------------------------
</Table>
Prior to August 20, 2007, the complex-level fee schedule was as follows:
<Table>
<Caption>
COMPLEX-LEVEL ASSET BREAKPOINT LEVEL(1) EFFECTIVE RATE AT BREAKPOINT LEVEL
- ------------------------------------------------------------------------------------------------
$55 billion .2000%
$56 billion .1996
$57 billion .1989
$60 billion .1961
$63 billion .1931
$66 billion .1900
$71 billion .1851
$76 billion .1806
$80 billion .1773
$91 billion .1698
$125 billion .1617
$200 billion .1536
$250 billion .1509
$300 billion .1490
- ------------------------------------------------------------------------------------------------
</Table>
(1) The complex-level fee component of the management fee for the funds is
calculated based upon the aggregate Managed Assets ("Managed Assets" means
the average daily net assets of each fund including assets attributable to
preferred stock issued by or borrowings by the Nuveen funds) of
Nuveen-sponsored funds in the U.S.
The management fee compensates the Adviser for overall investment advisory and
administrative services and general office facilities. The Adviser has entered
into a Sub-Advisory Agreement with Tradewinds Global Investors, LLC
("Tradewinds"), under which Tradewinds manages the investment portfolio of the
Fund. Nuveen owns a controlling interest in Tradewinds while key management of
Tradewinds owns a non-controlling minority interest. Tradewinds is compensated
for its services to the Fund from the management fee paid to the Adviser.
The Fund pays no compensation directly to those of its Trustees who are
affiliated with the Adviser or to its Officers, all of whom receive remuneration
for their services to the Fund from the Adviser or its affiliates. The Board of
Trustees has adopted a deferred compensation plan for independent Trustees that
enables Trustees to elect to defer receipt of all or a portion of the annual
compensation they are entitled to receive from certain Nuveen advised Funds.
Under the plan, deferred amounts are treated as though equal dollar amounts had
been invested in shares of select Nuveen advised funds.
Agreement and Plan of Merger
On June 20, 2007, Nuveen Investments announced that it had entered into a
definitive Agreement and Plan of Merger ("Merger Agreement") with an investor
group majority-led by Madison Dearborn Partners, LLC. Madison Dearborn Partners,
LLC is a private equity investment firm based in Chicago, Illinois. The investor
group includes affiliates of Merrill Lynch, Wachovia, Citigroup, Deutsche Bank
and Morgan Stanley. It is anticipated that Merrill Lynch and its affiliates will
be indirect "affiliated persons" (as that term is defined in the Investment
Company Act of 1940) of the Fund. One important implication of this is that the
Fund will not be able to buy or sell securities to or from Merrill Lynch, but
the portfolio management teams and Fund management do not expect that this will
significantly impact the ability of the Fund to pursue its investment objectives
and policies. Under the terms of the merger, each outstanding share of Nuveen
Investments' common stock (other than dissenting shares) will be converted into
the right to receive a specified amount of cash, without interest. The merger is
expected to be completed by the end of the year, subject to customary
conditions, including obtaining the approval of Nuveen Investments shareholders,
obtaining necessary fund and client consents sufficient to satisfy the terms of
the Merger Agreement, and expiration of certain regulatory waiting periods. The
obligations of Madison Dearborn Partners, LLC to consummate the merger are not
conditioned on its obtaining financing.
22
The consummation of the merger will be deemed to be an "assignment" (as defined
in the 1940 Act) of the investment management agreement between the Fund and the
Adviser, and will result in the automatic termination of the Fund's agreement.
Prior to the consummation of the merger, it is anticipated that the Board of
Trustees of the Fund will consider a new investment management agreement with
the Adviser. If approved by the Board, the new agreement would be presented to
the Fund's shareholders for approval, and, if so approved by shareholders, would
take effect upon consummation of the merger. There can be no assurance that the
merger described above will be consummated as contemplated or that necessary
shareholder approvals will be obtained.
6. NEW ACCOUNTING PRONOUNCEMENTS
Financial Accounting Standards Board Interpretation No. 48
Effective June 29, 2007, the Fund adopted Financial Accounting Standards Board
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48).
FIN 48 provides guidance regarding how uncertain tax positions should be
recognized, measured, presented and disclosed in the financial statements. FIN
48 requires the evaluation of tax positions taken or expected to be taken in the
course of preparing the Fund's tax returns to determine whether the tax
positions are "more-likely-than-not" of being sustained by the applicable tax
authority. Tax positions not deemed to meet the more-likely-than-not threshold
would be recorded as a tax benefit or expense in the current year. Management of
the Fund has concluded that there are no significant uncertain tax positions
that require recognition in the Fund's financial statements. Consequently, the
adoption of FIN 48 had no impact on the net assets or results of operations of
the Fund.
Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 157
In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 157, "Fair Value
Measurements." This standard establishes a single authoritative definition of
fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurements. SFAS No. 157 applies to
fair value measurements already required or permitted by existing standards.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The changes to current generally accepted accounting principles from the
application of this standard relate to the definition of fair value, the methods
used to measure fair value, and the expanded disclosures about fair value
measurements. As of June 30, 2007, the Fund does not believe the adoption of
SFAS No. 157 will impact the financial statement amounts; however, additional
disclosures may be required about the inputs used to develop the measurements
and the effect of certain of the measurements included within the Statement of
Operations for the period.
23
Financial
HIGHLIGHTS (Unaudited)
Selected data for a Common share outstanding throughout each period:
<Table>
<Caption>
Investment Operations
Beginning --------------------------------
Common Net
Share Net Realized/
Net Asset Investment Unrealized
Value Income(a) Gain (Loss) Total
- ----------------------------------------------------------------------------------
Year Ended 12/31:
2007(c) $ 20.41 $ .26 $ .73 $ .99
2006(b) 19.10 .16 1.64 1.80
- ----------------------------------------------------------------------------------
<Caption>
Less Distributions
---------------------------------------- Ending
Common
Net Tax Share Ending
Investment Capital Return of Offering Net Asset Market
Income Gains Capital Total Costs Value Value
- ----------------------------------------------------------------------------------
Year Ended 12/31:
2007(c) $ (.73)**** $ -- $ -- $(.73) $ -- $ 20.67 $19.40
2006(b) (.26) (.15) (.04) (.45) (.04) 20.41 19.70
- ----------------------------------------------------------------------------------
</Table>
* Annualized.
** Total Return on Market Value is the combination of changes in the market
price per share and the effect of reinvested dividend income and
reinvested capital gains distributions, if any, at the average price paid
per share at the time of reinvestment. The last dividend declared in the
period, which is typically paid on the first business day of the following
month, is assumed to be reinvested at the ending market price. The actual
reinvestment for the last dividend declared in the period takes place over
several days, and in some instances may not be based on the market price,
so the actual reinvestment price may be different from the price used in
the calculation. Total returns are not annualized.
Total Return on Net Asset Value is the combination of changes in net asset
value, reinvested dividend income at net asset value and reinvested capital
gains distributions at net asset value, if any. The last dividend declared
in the period, which is typically paid on the first business day of the
following month, is assumed to be reinvested at the ending net asset value.
The actual reinvest price for the last dividend declared in the period may
often be based on the Fund's market price (and not its net asset value),
and therefore may be different from the price used in the calculation.
Total returns are not annualized.
*** After custodian fee credit.
**** Represents distributions paid "From and in excess of net investment
income" for the six months ended June 30, 2007.
+ Each ratio includes the effect of the dividend expense on securities sold
short of .02%.
(a) Per share Net Investment Income is calculated using the average daily
shares method.
(b) For the period July 24, 2006 (commencement of operations) through December
31, 2006.
(c) For the six months ended June 30, 2007.
24
<Table>
<Caption>
Ratios/Supplemental Data
------------------------------------------------------------------------------------------
Ratios to Average Net Assets Ratios to Average Net Assets
Total Returns Before Credit After Credit***
------------------- ---------------------------- ----------------------------
Based on Ending Net
Based Common Assets
on Share Applicable to Net Net Portfolio
Market Net Asset Common Investment Investment Turnover
Value** Value** Shares (000) Expenses+ Income+ Expenses+ Income+ Rate
- ---------------------------------------------------------------------------------------------------------------------
2.18% 4.90% $400,084 1.10%* 2.51%* 1.10%* 2.51%* 44%
.82 9.27 395,078 1.12* 1.87* 1.12* 1.87* 17
- ---------------------------------------------------------------------------------------------------------------------
</Table>
See accompanying notes to financial statements.
25
Annual Investment
Management Agreement
APPROVAL PROCESS
The Board Members are responsible for overseeing the performance of the
investment adviser to the Fund and determining whether to approve or continue
the advisory arrangements. At a meeting held on May 23-25, 2006 (the "May 2006
Meeting"), the Board Members of the Fund, including the Independent Board
Members, unanimously approved the Investment Management Agreement between the
Fund and Nuveen Asset Management ("NAM" or the "Adviser") and the Sub-Advisory
Agreement between NAM and Tradewinds Global Investors, LLC (the "Sub-Adviser"),
subject to further approval of the sub-advisory fees. At a meeting held on July
20, 2006 (the "July 2006 Meeting" and, together with the May 2006 Meeting, the
"Initial Approval Meeting"), the Independent Board Members approved the
sub-advisory fees. In addition, at the annual review meeting held on May 21,
2007 (the "May Meeting"), the Board Members, including the Independent Board
Members, unanimously approved the continuance of the Investment Management
Agreement and Sub-Advisory Agreement. NAM and the Sub-Adviser are each a "Fund
Adviser." The Fund is sometimes referred to herein as the "New Fund." The
foregoing Investment Management Agreement with NAM and Sub-Advisory Agreement
with the Sub-Adviser are hereafter referred to as the "Original Investment
Management Agreement" and "Original Sub-Advisory Agreement," respectively.
Subsequent to the Initial Approval Meeting and May Meeting, Nuveen Investments,
Inc. ("Nuveen"), the parent company of NAM, entered into a merger agreement
providing for the acquisition of Nuveen by Windy City Investments, Inc., a
corporation formed by investors led by Madison Dearborn Partners, LLC ("MDP"), a
private equity investment firm (the "Transaction"). The Original Investment
Management Agreement and Original Sub-Advisory Agreement, as required by Section
15 of the Investment Company Act of 1940 (the "1940 Act"), each provides for its
automatic termination in the event of its "assignment" (as defined in the 1940
Act). Any change in control of the adviser is deemed to be an assignment. The
consummation of the Transaction will result in a change of control of NAM as
well as its affiliated sub-advisers and therefore cause the automatic
termination of the Original Investment Management Agreement and Original
Sub-Advisory Agreement, as required by the 1940 Act. Accordingly, in
anticipation of the Transaction, at a meeting held on July 31, 2007 (the "July
Meeting"), the Board Members, including the Independent Board Members,
unanimously approved a new Investment Management Agreement (the "New Investment
Management Agreement") with NAM, on behalf of the Fund, and a new Sub-Advisory
Agreement (the "New Sub-Advisory Agreement") between NAM and the Sub-Adviser, on
behalf of the Fund to take effect immediately after the Transaction or
shareholder approval of the new advisory contracts, whichever is later. The 1940
Act also requires that the New Investment Management Agreement and New
Sub-Advisory Agreement be approved by the Fund's shareholders in order for it to
become effective. Accordingly, to ensure continuity of advisory services, the
Board Members, including the Independent Board Members, unanimously approved an
Interim Investment Management Agreement and an Interim Sub-Advisory Agreement to
take effect upon the closing of the Transaction if shareholders have not yet
approved the New Investment Management Agreement and New Sub-Advisory Agreement.
As NAM serves as adviser, and the Sub-Adviser serves as sub-adviser, to other
Nuveen funds, the Board Members already have a good understanding of the
organization, operations and personnel of the Fund Advisers. At the May Meeting,
many of the investment management contracts with other Nuveen funds advised by
NAM ("Existing Funds"), as well as by the Sub-Adviser, were subject to their
annual review. The information provided and considerations made regarding the
Fund Advisers at the annual review as well as the initial approval continue to
be relevant with respect to the evaluation of the New Investment Management
Agreement and the New Sub-Advisory Agreement. The Board therefore considered the
foregoing as part of its deliberations of the New Investment Management
Agreement and the New Sub-Advisory Agreement. Accordingly, as indicated, the
discussions immediately below outline the materials and information presented to
the Board in connection with the Board's prior annual review of the Fund
Advisers (to the extent applicable) and the initial review, and the analysis
undertaken and the conclusions reached by Board Members when determining to
approve or continue the Original Investment Management Agreement and Original
Sub-Advisory Agreement.
26
I. APPROVAL OF THE ORIGINAL INVESTMENT MANAGEMENT AGREEMENT AND ORIGINAL
SUB-ADVISORY AGREEMENT
During the course of the year, the Board received a wide variety of materials
relating to the services provided by the Fund Advisers and the performance of
the Nuveen funds (as applicable). At each of its quarterly meetings, the Board
reviewed investment performance (as applicable) and various matters relating to
the operations of the Fund and other Nuveen funds, including the compliance
program, shareholder services, valuation, custody, distribution and other
information relating to the nature, extent and quality of services provided by
the Fund Advisers. Between the regularly scheduled quarterly meetings, the Board
Members received information on particular matters as the need arose. In
addition, as noted, because NAM and the Sub-Adviser already serve in such
respective capacities for other Nuveen funds, the information provided regarding
the Fund Advisers at the annual review at the May Meeting supplemented the
information received at the initial approval.
In preparation for their considerations at the May Meeting, the Independent
Board Members received extensive materials, well in advance of the meeting,
which outlined or are related to, among other things:
- - the nature, extent and quality of services provided by the Fund Adviser;
- - the organization and business operations of the Fund Adviser, including the
responsibilities of various departments and key personnel;
- - each Existing Fund's past performance as well as the Existing Fund's
performance compared to funds with similar investment objectives based on data
and information provided by an independent third party and to recognized
and/or customized benchmarks (as appropriate);
- - the profitability of the Fund Adviser and certain industry profitability
analyses for unaffiliated advisers;
- - the expenses of the Fund Adviser in providing the various services;
- - the advisory fees and total expense ratios of each Existing Fund, including
comparisons of such fees and expenses with those of comparable, unaffiliated
funds based on information and data provided by an independent third party
(the "Peer Universe") as well as compared to a subset of funds within the Peer
Universe (the "Peer Group") of the respective Existing Fund (as applicable);
- - the advisory fees the Fund Adviser assesses to other types of investment
products or clients;
- - the soft dollar practices of the Fund Adviser, if any; and
- - from independent legal counsel, a legal memorandum describing among other
things, applicable laws, regulations and duties in reviewing and approving
advisory contracts.
At the Initial Approval Meeting, the Board Members received in advance of such
meeting or at prior meetings similar materials, including the nature, extent and
quality of services expected to be provided; the organization and operations of
the Fund Advisers (including the responsibilities of various departments and key
personnel); the expertise and background of the Fund Advisers; the profitability
of Nuveen (which includes its wholly-owned advisory subsidiaries); the proposed
management fees, including comparisons with peers; the expected expenses of the
New Fund, including comparisons of the expense ratios with peers; and the soft
dollar practices of the Fund Advisers. However, unlike Existing Funds, the New
Fund did not have actual past performance at the time of initial approval.
At the May Meeting, NAM made a presentation to, and responded to questions from,
the Board. At the May Meeting and the Initial Approval Meeting, the Independent
Board Members met privately with their legal counsel to review the Board's
duties in reviewing advisory contracts and considering the approval or renewal
of the advisory contracts (which include the sub-advisory contracts). The
Independent Board Members, in consultation with independent counsel, reviewed
the factors set out in judicial decisions and Securities and Exchange Commission
("SEC") directives relating to the approval or renewal of advisory contracts. As
outlined in more detail below, the Board Members considered all factors they
believed relevant with respect to the New Fund, including, but not limited to,
the following: (a) the nature, extent and quality of the services to be provided
by the Fund Adviser; (b) the investment performance of the Fund and the Fund
Adviser (as applicable); (c) the costs of the services to be provided and
profits to be realized by the Fund Adviser and its affiliates; (d) the extent to
which economies of scale would be
27
Annual Investment
Management Agreement
APPROVAL PROCESS (continued)
realized; and (e) whether fee levels reflect those economies of scale for the
benefit of the Fund's investors. In addition, as noted, the Board Members met
regularly throughout the year to oversee the Nuveen funds. In evaluating the
advisory contracts, the Board Members also relied upon their knowledge of the
respective Fund Adviser, its services and the Nuveen funds resulting from their
meetings and other interactions throughout the year. It is with this background
that the Board Members considered each advisory contract.
A. NATURE, EXTENT AND QUALITY OF SERVICES
In considering the approval of the Original Investment Management Agreement and
Original Sub-Advisory Agreement, the Board Members considered the nature, extent
and quality of the respective Fund Adviser's services. The Board Members
reviewed materials outlining, among other things, the Fund Adviser's
organization and business; the types of services that the Fund Adviser or its
affiliates provide or are expected to provide to the Fund; and at the annual
review, any initiatives Nuveen had taken for the applicable fund product line.
As noted, the Board Members were already familiar with the organization,
operations and personnel of the Fund Advisers due to the Board Members'
experience in governing the other Nuveen funds and working with such Fund
Advisers on matters relating to the Nuveen funds.
At the May Meeting, the Board Members also recognized NAM's investment in
additional qualified personnel throughout the various groups in the organization
and recommended to NAM that it continue to review staffing needs as necessary.
The Board Members recognized NAM's investment of resources and efforts to
continue to enhance and refine its investment processes.
With respect to the Sub-Adviser, the Board Members also received and reviewed an
evaluation of the Sub-Adviser from NAM at the annual review. Such evaluation
outlined, among other things, the Sub-Adviser's organizational history, client
base, product mix, investment team and any changes thereto, investment process
and any changes to its investment strategy, and the investment objectives and
performance of the Nuveen funds advised by such Sub-Adviser (as applicable). At
the May Meeting, the Board Members noted that NAM recommended the renewal of the
applicable sub-advisory contracts for Existing Funds advised by the Sub-Adviser
and considered the basis for such recommendations and any qualifications in
connection therewith. In its review of the Sub-Adviser, the Board Members also
considered, among other things, the experience of the investment personnel, the
quality of the Sub-Adviser's investment processes in making portfolio management
decisions and any additional refinements and improvements adopted to the
portfolio management processes and Fund performance, as applicable. During the
last year, the Board Members noted that they visited several sub-advisers
meeting their key investment and business personnel. In this regard, the Board
Members visited the Sub-Adviser in February, 2007. They noted the Sub-Adviser's
experienced investment team.
In addition to advisory services, the Independent Board Members considered the
quality of administrative and non-advisory services provided by NAM and noted
that NAM and its affiliates provide the Fund with a wide variety of services and
officers and other personnel as are necessary for the operations of the Fund,
including:
- - product management;
- - fund administration;
- - oversight by shareholder services and other fund service providers;
- - administration of Board relations;
- - regulatory and portfolio compliance; and
- - legal support.
As the Fund operates in a highly regulated industry and given the importance of
compliance, the Board Members considered, in particular, NAM's compliance
activities for the Fund and enhancements thereto. In this regard, the Board
Members recognized the quality of NAM's compliance team. The Board Members also
considered NAM's ability and procedures to monitor the Sub-Adviser's
performance, business practices and compliance policies and
28
procedures. The Board Members further noted NAM's negotiations with other
service providers and the corresponding reduction in certain service providers'
fees at the May Meeting.
In addition to the foregoing services, the Board Members also noted the
additional services that NAM or its affiliates provide to Nuveen's closed-end
funds, including, in particular, its secondary market support activities. The
Board Members recognized Nuveen's continued commitment to supporting the
secondary market for the common shares of its closed-end funds through a variety
of programs designed to raise investor and analyst awareness and understanding
of closed-end funds. These efforts include:
- - maintaining shareholder communications;
- - providing advertising for the Nuveen closed-end funds;
- - maintaining its closed-end fund website;
- - maintaining continual contact with financial advisers;
- - providing educational symposia;
- - conducting research with investors and financial analysis regarding
closed-end funds; and
- - evaluating secondary market performance.
With respect to the Nuveen closed-end funds that utilize leverage through the
issuance of preferred shares ("Preferred Shares"), the Board Members noted
Nuveen's continued support for the holders of Preferred Shares by, among other
things:
- - maintaining an in-house trading desk;
- - maintaining a product manager for the Preferred Shares;
- - developing distribution for Preferred Shares with new market participants;
- - maintaining an orderly auction process;
- - managing leverage and risk management of leverage; and
- - maintaining systems necessary to test compliance with rating agency criteria.
With respect to the Sub-Adviser, the Board Members noted that the sub-advisory
agreement was essentially an agreement for portfolio management services only
and that the Sub-Adviser was not expected to supply other significant
administrative services to the Fund.
Based on their review, the Board Members found that, overall, the nature, extent
and quality of services provided (and expected to be provided) to the Fund under
the Original Investment Management Agreement and Original Sub-Advisory
Agreement, as applicable, were satisfactory.
B. THE INVESTMENT PERFORMANCE OF THE NEW FUND & FUND ADVISERS
The New Fund did not have its own performance history at its Initial Approval
Meeting. However, the Board Members were familiar with each Fund Adviser's
performance record on the Existing Funds. Subsequent to the Initial Approval
Meeting, the Board Members received updated performance information at each of
its quarterly meetings. At the May Meeting, the Board Members noted that the
Fund is a relatively new Fund with performance history that is too short for a
meaningful assessment of performance.
C. FEES, EXPENSES & PROFITABILITY
1. Fees & Expenses
With respect to the New Fund, at the Initial Approval Meeting, the Board
considered the New Fund's proposed management fee structure, its sub-advisory
fee arrangements and expected expense ratios in absolute terms as well as
compared with the fees and expense ratios of comparable, unaffiliated funds
and comparable, affiliated funds (if any). The Board Members also considered
the applicable fund-level breakpoint schedule and complex-wide breakpoint
schedule. In addition, the Board received information regarding the New Fund's
expense ratio at
29
Annual Investment
Management Agreement
APPROVAL PROCESS (continued)
each of its quarterly meetings. Based on their review of the overall fee
arrangements of the New Fund, the Board Members determined that the advisory
fees and expected expenses of the New Fund were reasonable.
2. Comparisons with the Fees of Other Clients
Due to their experience with other Nuveen funds, the Board Members are
familiar with fees assessed to other clients of Nuveen or its affiliates. At
the annual review, the Board Members further reviewed data comparing the
advisory fees of NAM with fees NAM charges to other clients. Such clients
include NAM's separately managed accounts and funds that are not offered by
Nuveen but are sub-advised by one of Nuveen's investment management teams. In
general, the advisory fees charged for separate accounts are somewhat lower
than the advisory fees assessed to the Nuveen funds (including the New Fund).
The Board Members considered the differences in the product types, including,
but not limited to, the services provided, the structure and operations,
product distribution and costs thereof, portfolio investment policies,
investor profiles, account sizes and regulatory requirements. The Board
Members noted, in particular, that the range of services provided to the
Nuveen funds (as discussed above) is much more extensive than that provided to
separately managed accounts. As described in further detail above, such
additional services include, but are not limited to: product management, fund
administration, oversight of third party service providers, administration of
Board relations, and legal support. The Board Members noted that the Nuveen
funds operate in a highly regulated industry requiring extensive compliance
functions compared to other investment products. Given the inherent
differences in the products, particularly the extensive services provided to
the Nuveen funds, the Board Members believe such facts justify the different
levels of fees.
With respect to the New Fund, in considering the fees of the Sub-Adviser, the
Board Members considered the pricing schedule or fees that the Sub-Adviser
charges for similar investment management services for other fund sponsors or
clients, as applicable.
3. Profitability of the Fund Advisers
In conjunction with its review of fees at the May Meeting, the Board Members
also considered the profitability of Nuveen for its advisory activities (which
incorporated Nuveen's wholly-owned affiliated sub-advisers) and its financial
condition. At the annual review, the Board Members reviewed the revenues and
expenses of Nuveen's advisory activities for the last three years, the
allocation methodology used in preparing the profitability data as well as the
2006 Annual Report for Nuveen. The Board Members noted this information
supplemented the profitability information requested and received during the
year to help keep them apprised of developments affecting profitability (such
as changes in fee waivers and expense reimbursement commitments). In this
regard, the Board Members noted the enhanced dialogue and information
regarding profitability with NAM during the year, including more frequent
meetings and updates from Nuveen's corporate finance group. The Board Members
considered Nuveen's profitability compared with other fund sponsors prepared
by three independent third party service providers as well as comparisons of
the revenues, expenses and profit margins of various unaffiliated management
firms with similar amounts of assets under management prepared by Nuveen.
In reviewing profitability, the Board Members recognized the subjective nature
of determining profitability which may be affected by numerous factors
including the allocation of expenses. Further, the Board Members recognized
the difficulties in making comparisons as the profitability of other advisers
generally is not publicly available and the profitability information that is
available for certain advisers or management firms may not be representative
of the industry and may be affected by, among other things, the adviser's
particular business mix, capital costs, types of funds managed and expense
allocations.
Notwithstanding the foregoing, the Board Members reviewed Nuveen's methodology
at the annual review and assumptions for allocating expenses across product
lines to determine profitability. Last year, the Board Members also designated
an Independent Board Member as a point person for the Board to review the
methodology determinations during the year and any refinements thereto, which
relevant information produced from such process was reported to the full Board.
In reviewing profitability, the Board Members recognized Nuveen's increased
30
investment in its fund business. Based on its review, the Board Members
concluded that Nuveen's level of profitability for its advisory activities was
reasonable in light of the services provided.
In evaluating the reasonableness of the compensation, the Board Members also
considered other amounts paid to a Fund Adviser by the Fund as well as any
indirect benefits (such as soft dollar arrangements, if any) the Fund Adviser
and its affiliates receive, or are expected to receive, that are directly
attributable to the management of the Fund, if any. See Section E below for
additional information on indirect benefits a Fund Adviser may receive as a
result of its relationship with the Fund.
D. ECONOMIES OF SCALE & WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE
With respect to economies of scale, the Board Members recognized the potential
benefits resulting from the costs of the Fund being spread over a larger asset
base. To help ensure the shareholders share in these benefits, the Board Members
reviewed and considered the breakpoints in the advisory fee schedules that
reduce advisory fees. In addition to advisory fee breakpoints, the Board also
approved a complex-wide fee arrangement in 2004. Pursuant to the complex-wide
fee arrangement, the fees of the funds in the Nuveen complex, including the New
Fund, are reduced as the assets in the fund complex reach certain levels. In
evaluating the complex-wide fee arrangement at the annual review the Board
Members noted that the last complex-wide asset level breakpoint for the
complex-wide fee schedule was at $91 billion and that the Board Members
anticipated further review and/or negotiations prior to the assets of the Nuveen
complex reaching such threshold. Based on their review, the Board Members
concluded that the breakpoint schedule and complex-wide fee arrangement were
acceptable and desirable in providing benefits from economies of scale to
shareholders, subject to further evaluation of the complex-wide fee schedule as
assets in the complex increase. See Section II, Paragraph D -- "Approval of the
New Investment Management Agreement and New Sub-Advisory Agreement -- Economies
of Scale and Whether Fee Levels Reflect These Economies of Scale" for
information regarding subsequent modifications to the complex-wide fee.
E. INDIRECT BENEFITS
In evaluating fees, the Board Members also considered any indirect benefits or
profits the respective Fund Adviser or its affiliates may receive as a result of
its relationship with the Fund. In this regard, the Board Members considered the
revenues received by affiliates of NAM for serving as agent at Nuveen's
preferred trading desk and for serving as a co-manager in the initial public
offering of new closed-end exchange traded funds.
In addition to the above, the Board Members considered whether the Fund Adviser
received any benefits from soft dollar arrangements whereby a portion of the
commissions paid by the Fund for brokerage may be used to acquire research that
may be useful to the Fund Adviser in managing the assets of the Fund and other
clients. With respect to NAM, the Board Members noted that NAM does not
currently have any soft dollar arrangements; however, to the extent certain bona
fide agency transactions that occur on markets that traditionally trade on a
principal basis and riskless principal transactions are considered as generating
"commissions," NAM intends to comply with the applicable safe harbor provisions.
With respect to the Sub-Adviser, the Board Members considered that the Sub-
Adviser may benefit from its soft dollar arrangements pursuant to which it
receives research from brokers that execute the Fund's portfolio transactions.
The Board Members noted that the Sub-Adviser's profitability may be lower if it
were required to pay for this research with hard dollars.
Based on their review, the Board Members concluded that any indirect benefits
received by each Fund Adviser as a result of its relationship with the Fund were
reasonable and within acceptable parameters.
F. OTHER CONSIDERATIONS
The Board Members did not identify any single factor discussed previously as
all-important or controlling in their considerations to continue an advisory
contract. The Board Members, including the Independent Board Members,
unanimously concluded that the terms of the Original Investment Management
Agreement and Original Sub-Advisory Agreement are fair and reasonable, that the
respective Fund Adviser's fees are reasonable in light of the services provided
to the Fund and that the Original Investment Management Agreement and Original
Sub-Advisory Agreement be renewed.
31
Annual Investment
Management Agreement
APPROVAL PROCESS (continued)
II. APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT & NEW SUB-ADVISORY
AGREEMENT
Following the May Meeting, the Board Members were advised of the potential
Transaction. As noted above, the completion of the Transaction would terminate
the Original Investment Management Agreement and the Original Sub-Advisory
Agreement. Accordingly, at the July Meeting, the Board of the Fund, including
the Independent Board Members, unanimously approved the New Investment
Management Agreement and New Sub-Advisory Agreement on behalf of the Fund.
Leading up to the July Meeting, the Board Members had several meetings and
deliberations with and without Nuveen management present, and with the advice of
legal counsel, regarding the proposed Transaction as outlined below.
On June 8, 2007, the Board Members held a special telephonic meeting to discuss
the proposed Transaction. At that meeting, the Board Members established a
special ad hoc committee comprised solely of Independent Board Members to focus
on the Transaction and to keep the Independent Board Members updated with
developments regarding the Transaction. On June 15, 2007, the ad hoc committee
discussed with representatives of NAM the Transaction and modifications to the
complex-wide fee schedule that would generate additional fee savings at
specified levels of complex-wide asset growth. Following the foregoing meetings
and several subsequent telephonic conferences among Independent Board Members
and independent counsel, and between Independent Board Members and
representatives of Nuveen, the Board met on June 18, 2007 to further discuss the
proposed Transaction. Immediately prior to and then again during the June 18,
2007 meeting, the Independent Board Members met privately with their independent
legal counsel. At that meeting, the Board met with representatives of MDP, of
Goldman Sachs, Nuveen's financial adviser in the Transaction, and of the Nuveen
Board to discuss, among other things, the history and structure of MDP, the
terms of the proposed Transaction (including the financing terms), and MDP's
general plans and intentions with respect to Nuveen (including with respect to
management, employees, and future growth prospects). On July 9, 2007, the Board
also met to be updated on the Transaction as part of a special telephonic Board
meeting. The Board Members were further updated at a special in-person Board
meeting held on July 19, 2007 (one Independent Board Member participated
telephonically). Subsequently, on July 27, 2007, the ad hoc committee held a
telephonic conference with representatives of Nuveen and MDP to further discuss,
among other things, the Transaction, the financing of the Transaction, retention
and incentive plans for key employees, the effect of regulatory restrictions on
transactions with affiliates after the Transaction, and current volatile market
conditions and their impact on the Transaction.
In connection with their review of the New Investment Management Agreement and
New Sub-Advisory Agreement, the Independent Board Members, through their
independent legal counsel, also requested in writing and received additional
information regarding the proposed Transaction and its impact on the provision
of services by NAM and its affiliates.
The Independent Board Members received, well in advance of the July Meeting,
materials which outlined, among other things:
- - the structure and terms of the Transaction, including MDP's co-investor
entities and their expected ownership interests, and the financing
arrangements that will exist for Nuveen following the closing of the
Transaction;
- - the strategic plan for Nuveen following the Transaction;
- - the governance structure for Nuveen following the Transaction;
- - any anticipated changes in the operations of the Nuveen funds following the
Transaction, including changes to NAM's and Nuveen's day-to-day management,
infrastructure and ability to provide advisory, distribution or other
applicable services to the Fund;
- - any changes to senior management or key personnel who work on Fund related
matters (including portfolio management, investment oversight, and
legal/compliance) and any retention or incentive arrangements for such
persons;
- - any anticipated effect on the Fund's expense ratio (including advisory fees)
following the Transaction;
32
- - any benefits or undue burdens imposed on the Fund as a result of the
Transaction;
- - any legal issues for the Fund as a result of the Transaction;
- - the nature, quality and extent of services expected to be provided to the Fund
following the Transaction, changes to any existing services and policies
affecting the Fund, and cost-cutting efforts, if any, that may impact such
services or policies;
- - any conflicts of interest that may arise for Nuveen or MDP with respect to the
Fund;
- - the costs associated with obtaining necessary shareholder approvals and who
would bear those costs; and
- - from legal counsel, a memorandum describing the applicable laws, regulations
and duties in approving advisory contracts, including, in particular, with
respect to a change of control.
Immediately preceding the July Meeting, representatives of MDP met with the
Board to further respond to questions regarding the Transaction. After the
meeting with MDP, the Independent Board Members met with independent legal
counsel in executive session. At the July Meeting, Nuveen also made a
presentation and responded to questions. Following the presentations and
discussions of the materials presented to the Board, the Independent Board
Members met again in executive session with their counsel. As outlined in more
detail below, the Independent Board Members considered all factors they believed
relevant with respect to each Fund, including the impact that the Transaction
could be expected to have on the following: (a) the nature, extent and quality
of services to be provided; (b) the investment performance of the Fund; (c) the
costs of the services and profits to be realized by Nuveen and its affiliates;
(d) the extent to which economies of scale would be realized; and (e) whether
fee levels reflect those economies of scale for the benefit of investors. As
noted above, during the past year the Board Members had initially approved the
Original Investment Management Agreement and Original Sub-Advisory Agreement for
the Fund and the continuance of such agreements, and many of the factors
considered at such reviews were applicable to their evaluation of the New
Investment Management Agreement and New Sub-Advisory Agreement. Accordingly, in
evaluating such agreements, the Board Members relied upon their knowledge and
experience with the Fund Advisers and considered the information received and
their evaluations and conclusions drawn at the reviews. While the Board reviewed
many Nuveen funds at the July Meeting, the Independent Board Members evaluated
all information available to them on a fund-by-fund basis, and their
determinations were made separately in respect of the Fund.
A. NATURE, EXTENT & QUALITY OF SERVICES
In evaluating the nature, quality and extent of the services expected to be
provided by the Fund Adviser under the applicable New Investment Management
Agreement or New Sub-Advisory Agreement, the Independent Board Members
considered, among other things, the expected impact, if any, of the Transaction
on the operations, facilities, organization and personnel of NAM and the
Sub-Adviser (if applicable); the potential implications of regulatory
restrictions on the Fund following the Transaction; the ability of NAM and its
affiliates to perform their duties after the Transaction; and any anticipated
changes to the current investment and other practices of the Fund.
The Board noted that the terms of the New Investment Management Agreement,
including the fees payable thereunder, are substantially identical to those of
the Original Investment Management Agreement relating to the Fund (with both
reflecting reductions to fee levels in the complex-wide fee schedule for
complex-wide assets in excess of $80 billion that have an effective date of
August 20, 2007). Similarly, the terms of the New Sub-Advisory Agreement,
including fees payable thereunder, are substantially identical to those of the
Original Sub-Advisory Agreement relating to the Fund. The Board considered that
the services to be provided and the standard of care under the New Investment
Advisory Agreement and the New Sub-Advisory Agreement are the same as the
corresponding original agreements. The Board Members noted the Transaction does
not alter the allocation of responsibilities between the Adviser and the
Sub-Adviser. The Sub-Adviser will continue to furnish an investment program in
respect of, make investment decisions for and place all orders for the purchase
and sale of securities for the portion of the Fund's investment portfolio
allocated by the Adviser to the Sub-Adviser, all on behalf of the Fund and
subject to oversight of the Board and the Adviser. The Board Members further
noted that key personnel of the
33
Annual Investment
Management Agreement
APPROVAL PROCESS (continued)
Adviser or Sub-Adviser who have responsibility for the Fund in each area,
including portfolio management, investment oversight, fund management, fund
operations, product management, legal/compliance and board support functions,
are expected to be the same following the Transaction. The Board Members
considered and are familiar with the qualifications, skills and experience of
such personnel. The Board also considered certain information regarding any
anticipated retention or incentive plans designed to retain key personnel.
Further, the Board Members noted that no changes to Nuveen's infrastructure
(including at the affiliated sub-adviser level) or operations as a result of the
Transaction were anticipated other than potential enhancements as a result of an
expected increase in the level of investment in such infrastructure and
personnel. The Board noted MDP's representations that it does not plan to have a
direct role in the management of Nuveen, appointing new management personnel, or
directly impacting individual staffing decisions. The Board Members also noted
that there were not any planned "cost cutting" measures that could be expected
to reduce the nature, extent or quality of services. After consideration of the
foregoing, the Board Members concluded that no diminution in the nature, quality
and extent of services provided to the Fund and its shareholders by the Fund
Advisers is expected.
In addition to the above, the Board Members considered potential changes in the
operations of the Fund. In this regard, the Board Members considered the
potential effect of regulatory restrictions on the Fund's transactions with
future affiliated persons. During their deliberations, it was noted that, after
the Transaction, a subsidiary of Merrill Lynch is expected to have an ownership
interest in Nuveen at a level that will make Merrill Lynch an affiliated person
of Nuveen. The Board Members recognized that applicable law would generally
prohibit the Fund from engaging in securities transactions with Merrill Lynch as
principal, and would also impose restrictions on using Merrill Lynch for agency
transactions. They recognized that having MDP and Merrill Lynch as affiliates
may restrict the Nuveen funds' ability to invest in securities of issuers
controlled by MDP or issued by Merrill Lynch and its affiliates even if not
bought directly from MDP or Merrill Lynch as principal. They also recognized
that various regulations may require the Nuveen funds to apply investment
limitations on a combined basis with affiliates of Merrill Lynch. The Board
Members considered information provided by NAM regarding the potential impact on
the Nuveen funds' operations as a result of these regulatory restrictions. The
Board Members considered, in particular, the Nuveen funds that may be impacted
most by the restricted access to Merrill Lynch, including: municipal funds
(particularly certain state-specific funds), senior loan funds, taxable fixed
income funds, preferred security funds and funds that heavily use derivatives.
The Board Members considered such funds' historic use of Merrill Lynch as
principal in their transactions and information provided by NAM regarding the
expected impact resulting from Merrill Lynch's affiliation with Nuveen and
available measures that could be taken to minimize such impact. NAM informed the
Board Members that, although difficult to determine with certainty, its
management did not believe that MDP's or Merrill Lynch's status as an affiliate
of Nuveen would have a material adverse effect on any Nuveen fund's ability to
pursue its investment objectives and policies.
In addition to the regulatory restrictions considered by the Board, the Board
Members also considered potential conflicts of interest that could arise between
the Nuveen funds and various parties to the Transaction and discussed possible
ways of addressing such conflicts.
Based on its review along with its considerations regarding services at the
annual and/or initial review, the Board concluded that the Transaction was not
expected to adversely affect the nature, quality or extent of services provided
by the respective Fund Adviser and that the expected nature, quality and extent
of such services supported approval of the New Investment Management Agreement
and the New Sub-Advisory Agreement.
B. PERFORMANCE OF THE FUND
With respect to the performance of the Fund, the Board considered that the
portfolio management personnel responsible for the management of the Fund's
portfolio were expected to continue to manage the portfolio following the
completion of the Transaction.
As a New Fund, the Fund did not have its own performance history at its Initial
Approval Meeting. The Board Members noted that the New Fund has only been
operating for a short period since its inception. In this regard, with
34
respect to the annual review at the May Meeting, the Board Members noted that
the Fund had a performance history that is too short for a meaningful assessment
of performance. The Board Members further noted that the investment policies and
strategies were not expected to change as a result of the Transaction.
In light of the foregoing factors, the Board concluded that its findings with
respect to performance supported approval of the New Investment Management
Agreement and New Sub-Advisory Agreement.
C. FEES, EXPENSES & PROFITABILITY
As described in more detail above, during the prior reviews, the Board Members
considered, among other things, the management fees and expenses of the Fund,
the breakpoint schedules, and comparisons of such fees and expenses with peers.
At the prior reviews, the Board Members determined that the Fund's advisory fees
and expenses were reasonable. In evaluating the profitability of the Fund
Adviser under the New Investment Management Agreement and New Sub-Advisory
Agreement, the Board Members considered their conclusions at their prior reviews
and whether the management fees or other expenses would change as a result of
the Transaction. As described above, the investment management fee for NAM is
composed of two components -- a fund-level component and complex-wide level
component. The fee schedule under the New Investment Management Agreement to be
paid to NAM is identical to that under the Original Investment Management
Agreement, including the modified complex-wide fee schedule. As noted above, the
Board recently approved a modified complex-wide fee schedule that would generate
additional fee savings on complex-wide assets above $80 billion. The
modifications have an effective date of August 20, 2007 and are part of the
Original Investment Management Agreement. Accordingly, the terms of the
complex-wide component under the New Investment Management Agreement are the
same as under the Original Investment Management Agreement. The Board Members
also noted that Nuveen has committed for a period of two years from the date of
closing of the Transaction that it will not increase gross management fees for
any Nuveen fund and will not reduce voluntary expense reimbursement levels for
any Nuveen fund from their currently scheduled prospective levels. Based on the
information provided, the Board Members did not expect that overall Fund
expenses would increase as a result of the Transaction.
In addition, the Board Members considered that additional fund launches were
anticipated after the Transaction which would result in an increase in total
assets under management in the complex and a corresponding decrease in overall
management fees under the complex-wide fee schedule. Taking into consideration
the Board's prior evaluation of fees and expenses, and the modification to the
complex-wide fee schedule, the Board determined that the management fees and
expenses were reasonable.
While it is difficult to predict with any degree of certainty the impact of the
Transaction on Nuveen's profitability for its advisory activities (which
includes its affiliated sub-advisers), at the recent annual review, the Board
Members were satisfied that Nuveen's level of profitability for its advisory
activities was reasonable. During the year, the Board Members had noted the
enhanced dialogue regarding profitability and the appointment of an Independent
Board Member as a point person to review methodology determinations and
refinements in calculating profitability. Given their considerations at the
annual or initial review and the modifications to the complex-wide fee schedule,
the Board Members were satisfied that Nuveen's level of profitability for its
advisory activities continues to be reasonable.
The fees paid under the New Sub-Advisory Agreement are the same as the Original
Sub-Advisory Agreement. The Transaction is not anticipated to affect the
profitability of the Sub-Adviser. At the annual review, the Board Members were
satisfied that the respective Fund Adviser's level of profitability was
reasonable in light of the services provided. Taking into account the Board's
prior evaluation and the fact that sub-advisory fees will not change, the Board
Members were satisfied that the Fund Advisers' levels of profitability were
reasonable in light of the services provided.
D. ECONOMIES OF SCALE & WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE
The Board Members have been cognizant of economies of scale and the potential
benefits resulting from the costs of the Fund being spread over a larger asset
base. To help ensure that shareholders share in the benefits derived
35
Annual Investment
Management Agreement
APPROVAL PROCESS (continued)
from economies of scale, the Board adopted the complex-wide fee arrangement in
2004. At the May Meeting, the Board Members reviewed the complex-wide fee
arrangements and noted that additional negotiations may be necessary or
appropriate as the assets in the complex approached the $91 billion threshold.
In light of this assessment coupled with the upcoming Transaction, at the June
15, 2007 meeting, the ad hoc committee met with representatives of Nuveen to
further discuss modifications to the complex-wide fee schedule that would
generate additional savings for shareholders as the assets of the complex grow.
The proposed terms for the complex-wide fee schedule are expressed in terms of
targeted cumulative savings at specified levels of complex-wide assets, rather
than in terms of targeted marginal complex-wide fee rates. Under the modified
schedule, the schedule would generate additional fee savings beginning at
complex-wide assets of $80 billion in order to achieve targeted cumulative
annual savings at $91 billion of $28 million on a complex-wide level
(approximately $0.6 million higher than those generated under the then current
schedule) and generate additional fee savings for asset growth above
complex-wide assets of $91 billion in order to achieve targeted annual savings
at $125 billion of assets of approximately $50 million on a complex-wide level
(approximately $2.2 million higher annually than that generated under the then
current schedule). At the July Meeting, the Board approved the modified
complex-wide fee schedule for the Original Investment Management Agreement and
these same terms will apply to the New Investment Management Agreement.
Accordingly, the Board Members believe that the breakpoint schedules and revised
complex-wide fee schedule are appropriate and desirable in ensuring that
shareholders participate in the benefits derived from economies of scale.
E. INDIRECT BENEFITS
During their recent annual or initial review, the Board Members considered any
indirect benefits that the Fund Adviser may receive as a result of its
relationship with the Fund, as described above. As the policies and operations
of the Fund Advisers are not anticipated to change significantly after the
Transaction, such indirect benefits should remain after the Transaction. The
Board Members further considered any additional indirect benefits to be received
by the Fund Adviser or its affiliates after the Transaction. The Board Members
noted that other than benefits from its ownership interest in Nuveen and
indirect benefits from fee revenues paid by the Fund under the management
agreements and other Board-approved relationships, it was currently not expected
that MDP or its affiliates would derive any benefit from the Fund as a result of
the Transaction or transact any business with or on behalf of the Fund (other
than perhaps potential Fund acquisitions, in secondary market transactions, of
securities issued by MDP portfolio companies); or that Merrill Lynch or its
affiliates would derive any benefits from the Fund as a result of the
Transaction (noting that, indeed, Merrill Lynch would stand to experience the
discontinuation of principal transaction activity with the Nuveen funds and
likely would experience a noticeable reduction in the volume of agency
transactions with the Nuveen funds).
F. OTHER CONSIDERATIONS
In addition to the factors above, the Board Members also considered the
following with respect to the Fund:
- - Nuveen would rely on the provisions of Section 15(f) of the 1940 Act. Section
15(f) provides, in substance, that when a sale of a controlling interest in an
investment adviser occurs, the investment adviser or any of its affiliated
persons may receive any amount or benefit in connection with the sale so long
as (i) during the three-year period following the consummation of a
transaction, at least 75% of the investment company's board of directors must
not be "interested persons" (as defined in the 1940 Act) of the investment
adviser or predecessor adviser and (ii) an "unfair burden" (as defined in the
1940 Act, including any interpretations or no-action letters of the SEC) must
not be imposed on the investment company as a result of the transaction
relating to the sale of such interest, or any express or implied terms,
conditions or understanding applicable thereto. In this regard, to help ensure
that an unfair burden is not imposed on the Nuveen funds, Nuveen has committed
for a period of two years from the date of the closing of the Transaction (i)
not to increase gross management fees for any Nuveen fund; (ii) not to reduce
voluntary expense reimbursement levels for any Nuveen fund from their
currently scheduled prospective levels during that period; (iii) that no
Nuveen fund whose portfolio is managed by a Nuveen affiliate shall use Merrill
Lynch as a broker with respect to portfolio transactions done on an agency
basis, except as may
36
be approved in the future by the Compliance Committee of the Board; and (iv)
that each adviser/portfolio team affiliated with Nuveen shall not cause the
Fund (or sleeves thereof) and other Nuveen funds that the team manages, as a
whole, to enter into portfolio transactions with or through the other minority
owners of Nuveen, on either a principal or an agency basis, to a significantly
greater extent than both what one would expect an investment team to use such
firm in the normal course of business, and what such team has historically
done, without prior Board or Compliance Committee approval (excluding the
impact of proportionally increasing the use of such other "minority owners" to
fill the void necessitated by not being able to use Merrill Lynch).
- - The Fund would not incur any costs in seeking the necessary shareholder
approvals for the New Investment Management Agreement or New Sub-Advisory
Agreement (except for any costs attributed to seeking shareholder approvals of
Fund specific matters unrelated to the Transaction, such as approval of Board
Members or changes to investment policies, in which case a portion of such
costs will be borne by the Fund).
- - The reputation, financial strength and resources of MDP.
- - The long-term investment philosophy of MDP and anticipated plans to grow
Nuveen's business to the benefit of the Nuveen funds.
- - The benefits to the Nuveen funds as a result of the Transaction including: (i)
as a private company, Nuveen may have more flexibility in making additional
investments in its business; (ii) as a private company, Nuveen may be better
able to structure compensation packages to attract and retain talented
personnel; (iii) as certain of Nuveen's distribution partners are expected to
be equity or debt investors in Nuveen, Nuveen may be able to take advantage of
new or enhanced distribution arrangements with such partners; and (iv) MDP's
experience, capabilities and resources that may help Nuveen identify and
acquire investment teams or firms and finance such acquisitions.
- - The historic premium and discount levels at which the shares of the Nuveen
funds have traded at specified dates with particular focus on the premiums and
discounts after the announcement of the Transaction, taking into consideration
recent volatile market conditions and steps or initiatives considered or
undertaken by NAM to address discount levels.
G. CONCLUSION
The Board Members did not identify any single factor discussed previously as
all-important or controlling. The Board Members, including the Independent Board
Members, unanimously concluded that the terms of the New Investment Management
Agreement and New Sub-Advisory Agreement are fair and reasonable, that the fees
therein are reasonable in light of the services to be provided to the Fund and
that the New Investment Management Agreement and New Sub-Advisory Agreement
should be approved and recommended to shareholders.
III. APPROVAL OF INTERIM CONTRACTS
As noted above, at the July Meeting, the Board Members, including the
Independent Board Members, unanimously approved the Interim Investment
Management Agreement and Interim Sub-Advisory Agreement. If necessary to assure
continuity of advisory services, the Interim Investment Management Agreement and
Interim Sub-Advisory Agreement will take effect upon the closing of the
Transaction if shareholders have not yet approved the New Investment Management
Agreement and New Sub-Advisory Agreement. The terms of the Interim Investment
Management Agreement and Interim Sub-Advisory Agreement are substantially
identical to those of the corresponding Original Investment Management Agreement
and New Investment Management Agreement and the Original Sub-Advisory Agreement
and New Sub-Advisory Agreement, respectively, except for certain term and escrow
provisions. In light of the foregoing, the Board Members, including the
Independent Board Members, unanimously determined that the scope and quality of
services to be provided to the Fund under the Interim Investment Management
Agreement and Interim Sub-Advisory Agreement are at least equivalent to the
scope and quality of services provided under the Original Investment Management
Agreement and Original Sub-Advisory Agreement.
37
Reinvest Automatically
EASILY and CONVENIENTLY
NUVEEN MAKES REINVESTING EASY. A PHONE CALL IS ALL IT TAKES TO SET UP YOUR
REINVESTMENT ACCOUNT.
NUVEEN CLOSED-END FUNDS DIVIDEND REINVESTMENT PLAN
Your Nuveen Closed-End Fund allows you to conveniently reinvest dividends and/or
capital gains distributions in additional Fund shares.
By choosing to reinvest, you'll be able to invest money regularly and
automatically, and watch your investment grow through the power of tax-free
compounding. Just like dividends or distributions in cash, there may be times
when income or capital gains taxes may be payable on dividends or distributions
that are reinvested.
It is important to note that an automatic reinvestment plan does not ensure a
profit, nor does it protect you against loss in a declining market.
EASY AND CONVENIENT
To make recordkeeping easy and convenient, each month you'll receive a statement
showing your total dividends and distributions, the date of investment, the
shares acquired and the price per share, and the total number of shares you own.
HOW SHARES ARE PURCHASED
The shares you acquire by reinvesting will either be purchased on the open
market or newly issued by the Fund. If the shares are trading at or above net
asset value at the time of valuation, the Fund will issue new shares at the
greater of the net asset value or 95% of the then-current market price. If the
shares are trading at less than net asset value, shares for your account will be
purchased on the open market. If the Plan Agent begins purchasing Fund shares on
the open market while shares are trading below net asset value, but the Fund's
shares subsequently trade at or above their net asset value before the Plan
Agent is able to complete its purchases, the Plan Agent may cease open-market
purchases and may invest the uninvested portion of the distribution in
newly-issued Fund shares at a price equal to the greater of the shares' net
asset value or 95% of the shares' market value on the last business day
immediately prior to the purchase date. Dividends and distributions received to
purchase shares in the open market will normally be invested shortly after the
dividend payment date. No interest will be paid on dividends and distributions
awaiting reinvestment. Because the market price of the shares may increase
before purchases are completed, the average purchase price per share may exceed
the market price at the time of valuation, resulting in the acquisition of fewer
shares than if the dividend or distribution had been paid in shares issued by
the Fund. A pro rata portion of any applicable brokerage commissions on open
market purchases will be paid by Plan participants. These commissions usually
will be lower than those charged on individual transactions.
38
FLEXIBLE
You may change your distribution option or withdraw from the Plan at any time,
should your needs or situation change. Should you withdraw, you can receive a
certificate for all whole shares credited to your reinvestment account and cash
payment for fractional shares, or cash payment for all reinvestment account
shares, less brokerage commissions and a $2.50 service fee.
You can reinvest whether your shares are registered in your name, or in the name
of a brokerage firm, bank, or other nominee. Ask your investment advisor if his
or her firm will participate on your behalf. Participants whose shares are
registered in the name of one firm may not be able to transfer the shares to
another firm and continue to participate in the Plan.
The Fund reserves the right to amend or terminate the Plan at any time. Although
the Fund reserves the right to amend the Plan to include a service charge
payable by the participants, there is no direct service charge to participants
in the Plan at this time.
CALL TODAY TO START REINVESTING DIVIDENDS AND/OR DISTRIBUTIONS
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in
or withdraw from the Plan, speak with your financial advisor or call us at (800)
257-8787.
39
Glossary of
TERMS USED in this REPORT
Average Annual Total Return: This is a commonly used method to express an
investment's performance over a particular, usually multi-year time period. It
expresses the return that would have been necessary each year to equal the
investment's actual cumulative performance (including change in NAV or market
price and reinvested dividends and capital gains distributions, if any) over the
time period being considered.
Market Yield (also known as Dividend Yield or Current Yield): Market yield is
based on the Fund's current annualized monthly distribution divided by the
Fund's current market price. The Fund's monthly distributions to its
shareholders may be comprised of ordinary income, net realized capital gains
and, if at the end of the calendar year the Fund's cumulative net ordinary
income and net realized gains are less than the amount of the Fund's
distributions, a tax return of capital.
Net Asset Value (NAV): A Fund's common share NAV per share is calculated by
subtracting the liabilities of the Fund from its total assets and then dividing
the remainder by the number of shares outstanding. Fund NAVs are calculated at
the end of each business day.
40
NOTES
41
NOTES
42
OTHER USEFUL INFORMATION
QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION
The Fund's (i) quarterly portfolio of investments, (ii) information regarding
how the Fund voted proxies relating to portfolio securities held during the most
recent 12-month period ended June 30, 2006, and (iii) a description of the
policies and procedures that the Fund used to determine how to vote proxies
relating to portfolio securities are available without charge, upon request, by
calling Nuveen Investments toll-free at (800) 257-8787 or on Nuveen's website at
www.nuveen.com.
You may also obtain this and other Fund information directly from the Securities
and Exchange Commission ("SEC"). The SEC may charge a copying fee for this
information. Visit the SEC on-line at http://www.sec.gov or in person at the
SEC's Public Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090
for room hours and operation. You may also request Fund information by sending
an e-mail request to publicinfo@sec.gov or by writing to the SEC's Public
Reference Section at 450 Fifth Street NW, Washington, D.C. 20549.
CEO Certification Disclosure
The Fund's Chief Executive Officer has submitted to the New York Stock Exchange
the annual CEO certification as required by Section 303A.12(a) of the NYSE
Listed Company Manual.
The Fund has filed with the Securities and Exchange Commission the certification
of its Chief Executive Officer and Chief Financial Officer required by Section
302 of the Sarbanes-Oxley Act.
Board of Trustees
Robert P. Bremner
Jack B. Evans
William C. Hunter
David J. Kundert
William J. Schneider
Timothy R. Schwertfeger
Judith M. Stockdale
Carol E. Stone
Fund Manager
Nuveen Asset Management
333 West Wacker Drive
Chicago, IL 60606
Custodian
State Street Bank & Trust Company
Boston, MA
Transfer Agent and
Shareholder Services
State Street Bank & Trust Company
Nuveen Funds
P.O. Box 43071
Providence, RI 02940-3071
(800) 257-8787
Legal Counsel
Chapman and Cutler LLP
Chicago, IL
Independent Registered
Public Accounting Firm
PriceWaterhouseCoopers LLP
Chicago, IL
The Fund intends to repurchase shares of its own common stock in the
future at such times and in such amounts as is deemed advisable. No
shares were repurchased during the period covered by this report. Any
future repurchases will be reported to shareholders in the next
annual or semi-annual report.
43
Nuveen Investments:
- -----------------------------------------------------------------------
SERVING INVESTORS FOR GENERATIONS
Since 1898, financial advisors and their clients have relied on Nuveen
Investments to provide dependable investment solutions. For the past century,
Nuveen Investments has adhered to the belief that the best approach to investing
is to apply conservative risk-management principles to help minimize volatility.
Building on this tradition, we today offer a range of high quality equity and
fixed-income solutions that are integral to a well-diversified core portfolio.
Our clients have come to appreciate this diversity, as well as our continued
adherence to proven, long-term investing principles.
We offer many different investing solutions for our clients' different needs.
Managing $172 billion in assets, as of June 30, 2007, Nuveen Investments offers
access to a number of different asset classes and investing solutions through a
variety of products. Nuveen Investments markets its capabilities under six
distinct brands: Nuveen, a leader in fixed-income investments; NWQ, a leader in
value-style equities; Rittenhouse, a leader in growth-style equities; Symphony,
a leading institutional manager of market-neutral alternative investment
portfolios; Santa Barbara, a leader in growth equities; and Tradewinds, a leader
in global equities.
Find out how we can help you reach your financial goals.
To learn more about the products and services Nuveen Investments offers, talk to
your financial advisor, or call us at (800) 257-8787. Please read the
information provided carefully before you invest.
Be sure to obtain a prospectus, where applicable. Investors should consider the
investment objective and policies, risk considerations, charges and expenses of
the Fund carefully before investing. The prospectus contains this and other
information relevant to an investment in the Fund. For a prospectus, please
contact your securities representative or Nuveen Investments, 333 W. Wacker Dr.,
Chicago, IL 60606. Please read the prospectus carefully before you invest or
send money.
ESA-H-0607D
Learn more about Nuveen Funds at: WWW.NUVEEN.COM/CEF
Share prices
Fund details
Daily financial news
Investor education
Interactive planning tools
ITEM 2. CODE OF ETHICS.
Not applicable to this filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to this filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to this filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to this filing.
ITEM 6. SCHEDULE OF INVESTMENTS.
See Portfolio of Investments in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this filing.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this filing.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the registrant's Board implemented after the registrant
last provided disclosure in response to this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial
officers, or persons performing similar functions, have concluded
that the registrant's disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940, as
amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of
a date within 90 days of the filing date of this report that
includes the disclosure required by this paragraph, based on their
evaluation of the controls and procedures required by Rule 30a-3(b)
under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or
15d-15(b) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")(17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act
(17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter
of the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit: Not applicable to
this filing.
(a)(2) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2(a) under
the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT
attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under
the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the
report by or on behalf of the registrant to 10 or more persons: Not applicable.
(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act,
provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR
270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR
240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of
the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished
pursuant to this paragraph will not be deemed "filed" for purposes of Section 18
of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of
that section. Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the Exchange Act,
except to the extent that the registrant specifically incorporates it by
reference. Ex-99.906 CERT attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Nuveen Global Value Opportunities Fund
By (Signature and Title)* /s/ Kevin J. McCarthy
---------------------------------------
Kevin J. McCarthy
Vice President and Secretary
Date: September 6, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Gifford R. Zimmerman
---------------------------------------
Gifford R. Zimmerman
Chief Administrative Officer
(principal executive officer)
Date: September 6, 2007
By (Signature and Title)* /s/ Stephen D. Foy
---------------------------------------
Stephen D. Foy
Vice President and Controller
(principal financial officer)
Date: September 6, 2007
* Print the name and title of each signing officer under his or her signature.