DRAFT 2/5/07
PROXY VOTING POLICIES AND PROCEDURES
FOR
NUVEEN ASSET MANAGEMENT-
DIRECT MANAGEMENT OF EQUITY ACCOUNTS
Introduction
Nuveen Asset Management ("NAM") provides direct (i.e., not through a
delegation to a sub-adviser) investment management services in equity strategies
to certain registered investment companies ("Equity Accounts"). NAM maintains
separate procedures with respect to providing direct services in fixed income
strategies or to registered funds in which a subadviser exercises investment and
voting discretion.
With respect to the Equity Accounts, NAM has engaged Institutional
Shareholder Services, Inc. ("ISS") to vote proxies for securities held in client
accounts, whether or not the proxy presented NAM with a material conflict of
interest. A member of NAM's legal and compliance department will monitor the
administration of the voting, ensure that records were maintained in accordance
with Rule 206(4)-6, and ensure that records of proxy voting information were
made available to the Equity Accounts. Based on the information provided, each
Equity Account would be responsible for preparing and making any required
filings (e.g., Form N-PX).
Exceptions to Voting Securities
NAM may instruct ISS not to vote proxies in respect of securities of any
issuer if it determines it would be in its clients' overall best interests not
to vote. Such determination may apply in respect of all client holdings of the
securities or only certain specified clients, as NAM deems appropriate under the
circumstances.
Generally, NAM would instruct ISS not to vote proxies associated with the
securities of any issuer if as a result of voting, subsequent purchases or sales
of such securities would be blocked. However, NAM may decide, on an individual
security basis, that it is in the best interests of its clients for ISS to vote
the proxy associated with such a security, taking into account the loss of
liquidity. In addition, NAM may instruct ISS not to vote proxies where the
voting would in NAM's judgment result in some other financial, legal, regulatory
disability or burden to NAM or the client (such as imputing control with respect
to the issuer).
To the extent that NAM receives proxies for securities that are
transferred into a client's portfolio that were not recommended or selected by
NAM and are sold or expected to be sold promptly in an orderly manner ("legacy
securities"), NAM will generally instruct ISS to refrain from voting such
proxies. In such circumstances, since legacy securities are expected to be sold
promptly, voting proxies on such securities would not further NAM's interest in
maximizing the value of client investments. NAM may agree to an institutional
client's special request to vote a legacy security proxy, and would instruct ISS
to vote such proxy in accordance with its guidelines.
In addition, NAM may determine: (a) not to recall securities on loan if,
in its judgment, the negative consequences to clients of disrupting the
securities lending program would outweigh the benefits of voting in the
particular instance or, (b) not to vote a proxy if, in its judgment, the expense
and administrative inconvenience outweighs the benefits to clients of voting the
securities.
Exceptions to ISS voting of proxies
If NAM determines that it wishes to override ISS's recommendations and
vote the proxy, it must first determine whether voting the proxy would present
it with a material conflict of interest.
Voting the securities of an issuer where the following relationships or
circumstances exist is deemed to give rise to a material conflict of interest
for purposes of these Policies and Procedures:
o The issuer is an investment advisory client of NAM that pays (or is
expected to pay) fees to NAM in excess of 1% of NAM's annual revenue
in the year in which the proxy is to be voted.
o The issuer is an entity in which an executive officer of NAM or a
relative(1) of any such person is or was (within the past three
years of the proxy vote) an executive officer or director or
employee.
o Any other circumstance that NAM is aware of where NAM's duty to
serve its clients' interests, typically referred to as its "duty of
loyalty," could be materially compromised.
A conflict of interest shall not be considered material for the purposes
of these Policies and Procedures in respect of a specific vote or circumstance
if the matter to be voted on relates to a restructuring of the terms of existing
securities or the issuance of new securities or a similar matter arising out of
the holding of securities, other than common equity, in the context of a
bankruptcy or threatened bankruptcy of the issuer, even if a conflict described
in the three bullets above is present.
In its process of determining whether there are material conflicts of
interest, NAM does not consider nonpublic information about the business
arrangements of its affiliates or their officers and directors. Business
arrangements that NAM is not actively involved in shall not be deemed to raise a
material conflict of interest for NAM.
NAM must document its reason(s) for voting the proxy in a manner contrary
to ISS's recommendations.
Recordkeeping and Retention
NAM shall retain records relating to the voting of proxies, including:
Copies of these Policies and Procedures and any amendments thereto.
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(1) For the purposes of these Guidelines, "relative" includes the following
family members: spouse, non-minor children or stepchildren living in the same
household.
A copy of each proxy ballot and proxy statement filed by the issuer with the
Securities and Exchange Commission ("Proxy Statement") that NAM receives
regarding client securities. Records of each vote cast on behalf of clients;
these records may be maintained on an aggregate basis.
A copy of any documents created by NAM that were material to making a decision
on how to vote or that memorializes the basis for that decision.
A copy of each written request for information on how NAM voted proxies on
behalf of the client, and a copy of any written response by NAM to any (oral or
written) request for information on how NAM voted.
These records shall be maintained and preserved in an easily accessible place
for a period of not less than five years from the end of NAM's fiscal year
during which the last entry was made in the records, the first two years in an
appropriate office of NAM.
NAM may rely on proxy statements filed on the SEC's EDGAR system or on proxy
statements and records of votes maintained by ISS or another third party service
provider.
Adopted: February 28, 2007
DRAFT 2/5/07
EXHIBIT A
ISS Proxy Voting Guidelines Summary