As filed with the Securities and Exchange Commission on December 9, 2005
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1933 Act File No. 333-128545
1940 Act File No. 811-21809
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __________
[X] Post-Effective Amendment No. 1
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 4
Nuveen Equity Premium and Growth Fund
Exact Name of Registrant as Specified in Declaration of Trust
333 West Wacker Drive, Chicago, Illinois 60606
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800) 257-8787
Registrant's Telephone Number, including Area Code
Jessica R. Droeger
Vice President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Stacy H. Winick Eric F. Fess Leonard B. Mackey, Jr., Esq.
Bell, Boyd & Lloyd PLLC Chapman and Cutler LLP Clifford Chance US LLP
1615 L Street, N.W., Suite 1200 111 W. Monroe 31 W. 52nd Street
Washington, DC 20036 Chicago, IL 60603 New York, NY 10019
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
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If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]
It is proposed that this filing will become effective (check appropriate
box)
[ ] when declared effective pursuant to section 8(c).
[X] This form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act of 1933 and the Securities Act
registration statement number of the earlier effective
registration statement for the same offering is 333-128545.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form N-2 (File No. 333-128545) of Nuveen Equity Premium and Growth Fund (the
"Registrant") is being filed pursuant to Rule 462(d) under the Securities Act of
1933, as amended, for the sole purpose of adding exhibit e, Terms and Conditions
of The Automatic Dividend Reinvestment Plan, and accordingly, shall become
effective immediately upon filing with the Securities and Exchange Commission.
PART C - OTHER INFORMATION
Item 25: Financial Statements and Exhibits
1. Financial Statements:
Financial Statements indicating that the Registrant has met the net
worth requirements of Section 14(a) of the 1940 Act are filed with Pre-effective
Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-128545).
2. Exhibits:
a.1. Declaration of Trust dated November 11, 2004. Filed on September
23, 2005 as exhibit a.1. to Registrant's registration statement on Form
N-2 (File No. 333-128545) and incorporated herein by reference.
a.2. Amended and Restated Declaration of Trust dated September 12,
2005. Filed on September 23, 2005 as exhibit a.2. to Registrant's
registration statement on Form N-2 (File no. 333-128545) and
incorporated herein by reference.
b. By-laws of Registrant. Filed on September 23, 2005 as exhibit b
to Registrant's registration statement on Form N-2 (File No. 333-128545)
and incorporated herein by reference.
c. None.
d. Not Applicable.
e. Terms and Conditions of the Automatic Dividend Reinvestment
Plan.
f. None.
g.1. Investment Management Agreement between Registrant and Nuveen
Asset Management dated November 2, 2005. Filed on November 21, 2005 as
exhibit g.1. to Pre-effective Amendment No. 2 to Registrant's
registration statement on Form N-2 (File No. 333-128545) and
incorporated herein by reference.
g.2. Form of Investment Sub-Advisory Agreement between Nuveen Asset
Management and Gateway Investment Advisers, L.P.
h.1. Form of Purchase Agreement.
h.2. Form of Merrill Lynch & Co. Standard Dealer Agreement.
h.3. Form of Nuveen Master Selected Dealer Agreement.
h.4. Form of Merrill Lynch & Co. Master Agreement Among Underwriters.
h.5. Form of Dealer Letter Agreement.
i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan
for Independent Directors and Trustees. Filed on November 21, 2005 as
exhibit i to Pre-effective Amendment No. 2 to Registrant's registration
statement on Form N-2 (File No. 333-128545) and incorporated herein by
reference.
j. Form of Amended and Restated Master Custodian Agreement between
Registrant and State Street Bank and Trust Company dated February 25,
2005.
k.1. Shareholder Transfer Agency and Service Agreement between
Registrant and State Street Bank and Trust Company dated October 7,
2002. Filed on November 21, 2005 as exhibit k.1. to Pre-effective
Amendment No. 2 to Registrant's registration statement on Form N-2 (File
No. 333-128545) and incorporated herein by reference.
k.2. License Agreement between Standard & Poor's and Nuveen
Investments, LLC dated October 26, 2004. Filed on November 21, 2005 as
exhibit k.2. to Pre-effective Amendment No. 2 to Registrant's
registration statement on Form N-2 (File No. 333-128545) and
incorporated herein by reference.
k.3. Form of Amendment No. 3 to License Agreement between Standard &
Poor's and Nuveen Asset Management.
l.1. Opinion and consent of Bell, Boyd & Lloyd LLC. Filed on October
25, 2005 as Exhibit l.1. to Pre-effective Amendment No. 1 the
Registrant's Registration Statement on Form N-2 (File No. 333-128545)
and incorporated herein by reference.
l.2. Opinion and consent of Bingham McCutchen LLP. Filed on October
25, 2005 as Exhibit l.2. to Pre-effective Amendment No. 1 the
Registrant's Registration Statement on Form N-2 (File No. 333-128545)
and incorporated herein by reference.
1.3. Consent of Bell, Boyd & Lloyd LLC.
1.4. Consent of Bingham McCutchen LLP.
m. None.
n. Consent of PricewaterhouseCoopers LLP.
o. None.
p. Subscription Agreement of Nuveen Asset Management dated November
7, 2005. Filed on November 21, 2005 as exhibit p to Pre-effective
Amendment No. 2 to Registrant's registration statement on Form N-2 (File
No. 333-128545) and incorporated herein by reference.
q. None.
r.1. Code of Ethics of Nuveen Exchange-Traded Funds and Nuveen Asset
Management. Filed on November 21, 2005 as exhibit r.1. to Pre-effective
Amendment No. 2 to Registrant's registration statement on Form N-2 (File
No. 333-128545) and incorporated herein by reference.
r.2. Code of Ethics of Gateway Investment Advisors, L.P. Filed on
November 21, 2005 as exhibit r.2. to Pre-effective Amendment No. 2 to
Registrant's registration statement on Form N-2 (File No. 333-128545)
and incorporated herein by reference.
s. Powers of Attorney.
Item 26: Marketing Arrangements
Sections 2, 3(j) and 3(m) of the Form of Purchase Agreement filed as
Exhibit h.1. to this Registration Statement.
See the Introductory Paragraphs and Paragraphs 2, 3 and 4 of the Form of
Merrill Lynch & Co. Master Standard Dealer Agreement filed as Exhibit h.2 to
this Registration Statement and the Introductory Paragraph and Sections 2 and 3
of the Form of Nuveen Master Selected Dealer Agreement filed as Exhibit h.3. to
this Registration Statement.
See the Introductory Paragraph and Sections 2 through 9 and 14 of the
Form of Merrill Lynch & Co. Master Agreement Among Underwriters filed as Exhibit
h.4. to this Registration Statement.
See Paragraph e of the Form of Dealer Letter Agreement between Nuveen
and the Underwriters filed as Exhibit h.5. to this Registration Statement.
Item 27: Other Expenses of Issuance and Distribution
Securities and Exchange Commission fees $ 41,195
National Association of Securities Dealers, Inc. fees 35,500
Printing and engraving expenses 575,000
Legal Fees 125,000
Exchange listing fees 40,000
Blue Sky filing fees and expenses 3,000
Underwriters reimbursement 116,725
Miscellaneous expenses 13,580
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Total $ 950,000
Item 28: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 29: Number of Holders of Securities
At November 22, 2005:
Title of Class Number of Record Holders
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Common Shares, $0.01 par value 1
Item 30: Indemnification
Section 4 of Article XII of the Registrant's Declaration of Trust
provides as follows:
Subject to the exceptions and limitations contained in this Section 4,
every person who is, or has been, a Trustee, officer, employee or agent of the
Trust, including persons who serve at the request of the Trust as directors,
trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been such a Trustee, director, officer, employee or agent and
against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of
a final adjudication by the court or other body before which the
proceeding was brought that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office;
(b) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief
that his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a
final adjudication (as provided in paragraph (a) or (b)) and resulting
in a payment by a Covered Person, unless there has been either a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office by the court or other body
approving the settlement or other disposition or a reasonable
determination, based on a review of readily available facts (as opposed
to a full trial-type inquiry), that he did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting
on the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any
Covered Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be such a Covered Person and shall inure to the benefit of the
heirs, executors and administrators of such a person. Nothing contained herein
shall affect any rights to indemnification to which Trust personnel other than
Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding subject to a claim for indemnification under this
Section 4 shall be advanced by the Trust prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that he is not entitled to indemnification under
this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses
arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in
office act on the matter) or independent legal counsel in a written
opinion shall determine, based upon a review of the readily available
facts (as opposed to a full trial-type inquiry), that there is reason to
believe that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is
not an Interested Person of the Trust (including anyone, as such Disinterested
Trustee, who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
The trustees and officers of the Registrant are covered by Investment
Trust Directors and Officers and Errors and Omission policies in the aggregate
amount of $50,000,000 against liability and expenses of claims of wrongful acts
arising out of their position with the Registrant and other Nuveen funds, except
for matters that involve willful acts, bad faith, gross negligence and willful
disregard of duty (i.e., where the insured did not act in good faith for a
purpose he or she reasonably believed to be in the best interest of the
Registrant or where he or she had reasonable cause to believe this conduct was
unlawful). The policy has a $500,000 deductible, which does not apply to
individual trustees or officers.
Section 6 of the Form of Purchase Agreement to be filed as Exhibit h.1
to this Registration Statement provides for each of the parties thereto,
including the Registrant and the Underwriters, to indemnify the others, their
trustees, directors, certain of their officers, trustees, directors and persons
who control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
Item 31: Business and Other Connections of Investment Adviser
Nuveen Asset Management ("NAM") serves as investment adviser to
separately managed accounts, closed-end management investment companies and to
the following open-end management type investment companies: Nuveen Multistate
Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen
Multistate Trust IV, Nuveen Municipal Trust, Nuveen Investment Trust, Nuveen
Investment Trust II and Nuveen Investment Trust III.
NAM has no other clients or business at the present time. For a
description of other business, profession, vocation or employment of a
substantial nature in which any director or officer of the investment adviser
who serve as officers or Trustees of the Registrant has engaged during the last
two years for his or her account or in the capacity of director, officer,
employee, partner or trustee, see the descriptions under "Management of the
Fund" in Part B of this Registration Statement. Such information for the
remaining senior officers of NAM appears below:
Other Business Profession, Vocation or
Name and Position with NAM Employment During Past Two Years
John P. Amboian, President President and Director of Nuveen Investments, Inc.,
and Director Nuveen Investments, LLC, Nuveen Asset Management,
Rittenhouse Asset Management, Inc., Nuveen Investments
Advisors Inc., and Nuveen Investments Holdings, Inc.;
formerly, President and Director of Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.
Other Business Profession, Vocation or
Name and Position with NAM Employment During Past Two Years
Alan G. Berkshire, Senior Vice President and Senior Vice President, Secretary and General Counsel of Nuveen
Secretary Investments, Inc., Nuveen Investments, LLC, Nuveen Asset
Management, Rittenhouse Asset Management, Inc. and Nuveen
Investments Holdings, Inc.; Senior Vice President and Secretary
of Nuveen Investments Advisors Inc.; Assistant Secretary of NWQ
Investment Management Company, LLC and Secretary of Symphony
Asset Management, LLC; formerly, Vice President and Secretary of
Nuveen Institutional Advisory Corp. and Nuveen Advisory Corp.
(1997-2004).
Stuart J. Cohen, Vice President, Assistant Vice President, Assistant Secretary and Assistant General
Secretary and Assistant General Counsel Counsel of Nuveen Investments, LLC, Nuveen Investments Holdings,
Inc. and Rittenhouse Asset Management, Inc.; Vice President of
Nuveen Investments Advisers Inc.
Sherri A. Hlavacek, Vice President and Vice President and Corporate Controller of Nuveen Investments,
Corporate Controller LLC, Nuveen Investments Holdings, Inc., Nuveen Investments
Advisers Inc. and Rittenhouse Asset Management, Inc.; Vice
President and Controller of Nuveen Investments, Inc.; Certified
Public Accountant.
Mary E. Keefe, Managing Director and Chief Managing Director (since 2004) of Nuveen Investments, Inc.;
Compliance Officer Managing Director and Chief Compliance Officer of Nuveen
Investments, LLC, Nuveen Investments Advisers Inc.,
Nuveen Asset Management, Nuveen Investments Institutional Services
Group LLC and Rittenhouse Asset Management, Inc.; Chief
Compliance Officer of Symphony Asset Management, LLC;
formerly, Head of Global Compliance (January 2004 - May
2004) Citadel Investment Group; Director, Midwest
Regional Office (1994-2003) United States Securities and
Exchange Commission.
Margaret E. Wilson, Senior Vice President, Senior Vice President, Finance of Nuveen Investments, Inc.,
Finance Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse
Asset Management, Inc., Nuveen Investments Advisors Inc. and
Nuveen Investments Holdings, Inc.; formerly, Senior Vice
President, Finance of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. (1998-2004).
Gateway Investment Advisers, L.P. currently is the investment adviser or
subadviser to two mutual funds and three closed-end funds that invest in
integrated equity index option strategies. The address for Gateway Investment
Advisers, L.P. is 3805 Edwards Road, Suite 600, Cincinnati, Ohio 45209. See
"Investment Advisers" in Part B of the Registration Statement.
Set forth below is a list of each director and senior officer of
Gateway, indicating each business, profession, vocation or employment of a
substantial nature in which such person has been, at any time during the past
two fiscal years, engaged for his or her own account or in the capacity of
director, officer, parties or trustee.
Other Business Profession, Vocation or
Name and Position with Gateway Employment During Past Two Years
Walter G. Sall, Chairman and Chief Executive Chairman and Trustee, Gateway Trust and Gateway Variable
Officer Insurance Trust;
Director, Melmedica Children's Healthcare, Inc.; Director,
Director, Anderson Bank Company of Cincinnati, OH
J. Patrick Rogers President, Gateway Trust and Gateway Variable Insurance Trust;
President, Chief Investment Officer and Trustee, Gateway Trust; Portfolio Manager, Gateway Fund, Gateway
Director VIT Fund and Nuveen Equity Premium Income Fund; Co-Portfolio
Manager, Nuveen Equity Premium Opportunity Fund and Nuveen
Equity Premium Advantage Fund
Geoffrey Keenan Vice President, Gateway Trust and Gateway Variable Insurance
Executive Vice President and Trust
Chief Operating Officer
Gary H. Goldschmidt Vice President and Treasurer, Gateway Trust and Gateway Variable
Vice President and Chief Financial Officer Insurance Trust
Harry E. Merriken
Senior Vice President
Paul R. Stewart
Senior Vice President
Donna M. Squeri Secretary, Gateway Trust and Gateway Variable Insurance Trust
General Counsel and Secretary
Item 32: Location of Accounts and Records
Nuveen Asset Management, 333 West Wacker Drive, Chicago, Illinois 60606,
maintains the Declaration of Trust, By-Laws, minutes of trustees and
shareholders meetings and contracts of the Registrant and all advisory material
of the investment adviser.
Gateway Investment Advisers, L.P. is 3805 Edwards Road, Suite 600,
Cincinnati, Ohio 45209, maintains certain of its advisory material.
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, maintains all general and subsidiary ledgers, journals,
trial balances, records of all portfolio purchases and sales, and all other
required records not maintained by Nuveen Asset Management.
Item 33: Management Services
Not applicable.
Item 34: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if: (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement; or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant under Rule 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
b. For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any Statement of Additional Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 9th day of
December, 2005.
NUVEEN EQUITY PREMIUM AND GROWTH FUND
By /s/ Jessica R. Droeger
----------------------------------
Jessica R. Droeger, Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen D. Foy Vice President and Controller December 9, 2005
- --------------------- (Principal Financial and
Stephen D. Foy Accounting Officer)
/s/ Gifford R. Zimmerman Chief Administrative Officer December 9, 2005
- ------------------------ (Principal Executive Officer)
Gifford R. Zimmerman
Timothy R. Schwertfeger* Chairman of the Board and By: /s/ Jessica R. Droeger
Trustee ----------------------
Jessica R. Droeger
Attorney-In-Fact
December 8, 2005
Robert P. Bremner* Trustee
Lawrence H. Brown* Trustee
Jack B. Evans* Trustee
William C. Hunter* Trustee
David J. Kundert* Trustee
William J. Schneider* Trustee
Judith M. Stockdale* Trustee
Eugene S. Sunshine* Trustee
* Original powers of attorney authorizing Jessica R. Droeger and Gifford R.
Zimmerman, among others, to execute the Registration Statement, and
Amendments thereto, for each of the trustees of Registrant on whose behalf
the Registration Statement is filed, have been executed and filed as
exhibits.
INDEX TO EXHIBITS
a.1. Declaration of Trust dated November 11, 2005.**
a.2. Amended and Restated Declaration of Trust dated September 12, 2005.**
b. By-laws of Registrant.**
c. None.
d. Not Applicable.
e. Terms and Conditions of the Automatic Dividend Reinvestment Plan.
f. None.
g.1. Investment Management Agreement between Registrant and Nuveen Asset
Management dated November 16, 2005.**
g.2. Form of Investment Sub-Advisory Agreement between Nuveen Asset
Management and Gateway Investment Advisers, L.P.
h.1. Form of Purchase Agreement.
h.2. Form of Merrill Lynch & Co. Standard Dealer Agreement.
h.3. Form of Nuveen Master Selected Dealer Agreement.
h.4. Form of Merrill Lynch & Co. Master Agreement Among Underwriters.
h.5. Form of Dealer Letter Agreement.
i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
Independent Directors and Trustees. **
j. Form of Amended and Restated Master Custodian Agreement between
Registrant and State Street Bank and Trust Company dated August 19, 2002.
k.1. Shareholder Transfer Agency and Service Agreement between Registrant
and State Street Bank and Trust Company dated October 7, 2002. **
k.2. License Agreement between Standard & Poor's and Nuveen Investments, LLC
dated October 26, 2004.**
k.3. Form of Amendment No. 3 to License Agreement between Standard & Poor's
and Nuveen Asset Management.
l.1. Opinion and consent of Bell, Boyd & Lloyd LLC.**
l.2. Opinion and consent of Bingham McCutchen LLP.**
1.3. Consent of Bell, Boyd & Lloyd LLC.
1.4. Consent of Bingham McCutchen LLP.
m. None.
n. Consent of PricewaterhouseCoopers LLP.
o. None.
p. Subscription Agreement of Nuveen Asset Management dated November 7,
2005.**
q. None.
r.1. Code of Ethics of Nuveen Exchange-Traded Funds and Nuveen Institutional
Advisory Corp.**
r.2. Code of Ethics of Gateway Investment Advisers, L.P.**
s. Powers of Attorney.
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** Incorporated by reference.