Proxy Solicitation & Information Statement • Feb 26, 2010
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement. |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by |
| Rule 14a- 6(e)(2) ) . | |
| þ | Definitive Proxy Statement. |
| o | Definitive Additional Materials. |
| o | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
Nuveen New York Dividend Advantage Municipal Fund (NAN)
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
| þ | No fee required. |
|---|---|
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: |
|---|---|
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act |
| Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was | |
| determined): | |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
|---|---|
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) |
| and identify the filing for which the offsetting fee was paid previously. Identify the | |
| previous filing by registration statement number, or the Form or Schedule and the date of its | |
| filing. |
| 1) | Amount Previously Paid: |
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| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
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333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787
Notice of Annual Meeting of Shareholders April 6, 2010
March 1, 2010
Nuveen New York Dividend Advantage Municipal Fund (NAN)
Nuveen New York Dividend Advantage Municipal Fund 2 (NXK)
Nuveen New York Investment Quality Municipal Fund, Inc. (NQN)
Nuveen New York Municipal Value Fund, Inc. (NNY)
Nuveen New York Municipal Value Fund 2 (NYV)
Nuveen New York Performance Plus Municipal Fund, Inc. (NNP)
Nuveen New York Quality Income Municipal Fund, Inc. (NUN)
Nuveen New York Select Quality Municipal Fund, Inc. (NVN)
Nuveen Insured New York Dividend Advantage Municipal Fund (NKO)
Nuveen Insured New York Premium Income Municipal Fund, Inc. (NNF)
Nuveen Insured New York Tax-Free Advantage Municipal Fund (NRK)
Nuveen Core Equity Alpha Fund (JCE)
Nuveen Real Estate Income Fund (JRS)
Nuveen Diversified Dividend and Income Fund (JDD)
Nuveen Equity Premium and Growth Fund (JPG)
Nuveen Equity Premium Advantage Fund (JLA)
Nuveen Equity Premium Income Fund (JPZ)
Nuveen Equity Premium Opportunity Fund (JSN)
Nuveen Quality Preferred Income Fund (JTP)
Nuveen Quality Preferred Income Fund 2 (JPS)
Nuveen Quality Preferred Income Fund 3 (JHP)
Nuveen Tax-Advantaged Total Return Strategy Fund (JTA)
Nuveen Tax-Advantaged Dividend Growth Fund (JTD)
Nuveen Global Government Enhanced Income Fund (JGG)
Nuveen Global Value Opportunities Fund (JGV)
Nuveen Multi-Currency Short-Term Government Income Fund (JGT)
Nuveen Multi-Strategy Income and Growth Fund (JPC)
Nuveen Multi-Strategy Income and Growth Fund 2 (JQC)
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To the Shareholders of the Above Funds:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen New York Dividend Advantage Municipal Fund (New York Dividend), Nuveen New York Dividend Advantage Municipal Fund 2 (New York Dividend 2), Nuveen New York Municipal Value Fund 2 (New York Value 2), Nuveen Insured New York Dividend Advantage Municipal Fund (Insured New York Dividend), Nuveen Insured New York Tax-Free Advantage Municipal Fund (Insured New York Tax-Free), Nuveen Core Equity Alpha Fund (Core Equity), Nuveen Real Estate Income Fund (Real Estate), Nuveen Diversified Dividend and Income Fund (Diversified Dividend), Nuveen Equity Premium and Growth Fund (Equity Premium), Nuveen Equity Premium Advantage Fund (Equity Premium Advantage), Nuveen Equity Premium Income Fund (Equity Premium Income), Nuveen Equity Premium Opportunity Fund (Equity Premium Opportunity), Nuveen Quality Preferred Income Fund (Quality Preferred), Nuveen Quality Preferred Income Fund 2 (Quality Preferred 2), Nuveen Quality Preferred Income Fund 3 (Quality Preferred 3), Nuveen Tax-Advantaged Total Return Strategy Fund (Tax-Advantaged), Nuveen Tax-Advantaged Dividend Growth Fund (Tax-Advantaged Dividend), Nuveen Global Government Enhanced Income Fund (Global Government), Nuveen Global Value Opportunities Fund (Global Value), Nuveen Multi-Currency Short-Term Government Income Fund (Multi-Currency), Nuveen Multi-Strategy Income and Growth Fund (Multi-Strategy) and Nuveen Multi-Strategy Income and Growth Fund 2 (Multi-Strategy 2), each a Massachusetts Business Trust , and Nuveen New York Investment Quality Municipal Fund, Inc. (New York Investment Quality), Nuveen New York Municipal Value Fund, Inc. (New York Value), Nuveen New York Performance Plus Municipal Fund, Inc. (New York Performance Plus), Nuveen New York Quality Income Municipal Fund, Inc. (New York Quality), Nuveen New York Select Quality Municipal Fund, Inc. (New York Select) and Nuveen Insured New York Premium Income Municipal Fund, Inc. (Insured New York Premium), each a Minnesota Corporation (individually, a Fund and collectively, the Funds), will be held in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Tuesday, April 6, 2010, at 10:00 a.m., Central time (for each Fund, an Annual Meeting), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.
Matters to Be Voted on by Shareholders:
a. For each Massachusetts Business Trust, except New York Value 2, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Tax-Advantaged Dividend, Global Government, Global Value, Multi-Currency, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Real Estate, Diversified Dividend, Tax-Advantaged, Multi-Strategy and Multi-Strategy 2, to elect four (4) Board Members.
| i) | two (2) Class I Board Members to be elected by the
holders of Common Shares and Variable Rate Demand Preferred
Shares (VRDP) for Insured New York Dividend; and
Municipal Auction Rate Cumulative Preferred Shares for each
other Fund (collectively, Preferred Shares), voting
together as a single class; and |
| --- | --- |
| ii) | two (2) Board Members to be elected by the holders of
Preferred Shares only, voting separately as a single class. |
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| b. | For New York Value 2, Core Equity, Equity Premium, Equity
Premium Advantage, Equity Premium Income, Equity Premium
Opportunity, Tax-Advantaged Dividend, Global Government, Global
Value and Multi-Currency to elect three (3) Class I
Board Members. |
| --- | --- |
| c. | For Quality Preferred, Quality Preferred 2, Quality Preferred 3,
Real Estate, Diversified Dividend, Tax-Advantaged,
Multi-Strategy and Multi-Strategy 2 to elect
(3) Class I Board Members and one
(1) Class III Board Member. |
| d. | For each Minnesota Corporation, except New York Value, to elect
nine (9) Board Members. |
| i) | seven (7) Board Members to be elected by the holders of
Common Shares and Preferred Shares, voting together as a single
class; and |
| --- | --- |
| ii) | two (2) Board Members to be elected by the holders of
Preferred Shares only, voting separately as a single class. |
e. For New York Value, to elect three (3) Class I Board Members.
Shareholders of record at the close of business on February 8, 2010 are entitled to notice of and to vote at the Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting. In order to avoid delay and additional expense and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Annual Meeting. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.
Kevin J. McCarthy
Vice President and Secretary
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333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787
Joint Proxy Statement
March 1, 2010
This Joint Proxy Statement is first being mailed to shareholders on or
about March 1, 2010.
Nuveen New York Dividend Advantage Municipal Fund (NAN)
Nuveen New York Dividend Advantage Municipal Fund 2 (NXK)
Nuveen New York Investment Quality Municipal Fund, Inc. (NQN)
Nuveen New York Municipal Value Fund, Inc. (NNY)
Nuveen New York Municipal Value Fund 2 (NYV)
Nuveen New York Performance Plus Municipal Fund, Inc. (NNP)
Nuveen New York Quality Income Municipal Fund, Inc. (NUN)
Nuveen New York Select Quality Municipal Fund, Inc. (NVN)
Nuveen Insured New York Dividend Advantage Municipal Fund (NKO)
Nuveen Insured New York Premium Income Municipal Fund, Inc. (NNF)
Nuveen Insured New York Tax-Free Advantage Municipal Fund (NRK)
Nuveen Core Equity Alpha Fund (JCE)
Nuveen Real Estate Income Fund (JRS)
Nuveen Diversified Dividend and Income Fund (JDD)
Nuveen Equity Premium and Growth Fund (JPG)
Nuveen Equity Premium Advantage Fund (JLA)
Nuveen Equity Premium Income Fund (JPZ)
Nuveen Equity Premium Opportunity Fund (JSN)
Nuveen Quality Preferred Income Fund (JTP)
Nuveen Quality Preferred Income Fund 2 (JPS)
Nuveen Quality Preferred Income Fund 3 (JHP)
Nuveen Tax-Advantaged Total Return Strategy Fund (JTA)
Nuveen Tax-Advantaged Dividend Growth Fund (JTD)
Nuveen Global Government Enhanced Income Fund (JGG)
Nuveen Global Value Opportunities Fund (JGV)
Nuveen Multi-Currency Short-Term Government Income Fund (JGT)
Nuveen Multi-Strategy Income and Growth Fund (JPC)
Nuveen Multi-Strategy Income and Growth Fund 2 (JQC)
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General Information
This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Directors or Trustees (each a Board and collectively, the Boards, and each Director or Trustee a Board Member and collectively, the Board Members) of each of Nuveen New York Dividend Advantage Municipal Fund (New York Dividend), Nuveen New York Dividend Advantage Municipal Fund 2 (New York Dividend 2), Nuveen New York Municipal Value Fund 2 (New York Value 2), Nuveen Insured New York Dividend Advantage Municipal Fund (Insured New York Dividend), Nuveen Insured New York Tax-Free Advantage Municipal Fund (Insured New York Tax-Free), Nuveen Core Equity Alpha Fund (Core Equity), Nuveen Real Estate Income Fund (Real Estate), Nuveen Diversified Dividend and Income Fund (Diversified Dividend), Nuveen Equity Premium and Growth Fund (Equity Premium), Nuveen Equity Premium Advantage Fund (Equity Premium Advantage), Nuveen Equity Premium Income Fund (Equity Premium Income), Nuveen Equity Premium Opportunity Fund (Equity Premium Opportunity), Nuveen Quality Preferred Income Fund (Quality Preferred), Nuveen Quality Preferred Income Fund 2 (Quality Preferred 2), Nuveen Quality Preferred Income Fund 3 (Quality Preferred 3), Nuveen Tax-Advantaged Total Return Strategy Fund (Tax-Advantaged), Nuveen Tax-Advantaged Dividend Growth Fund (Tax-Advantaged Dividend), Nuveen Global Government Enhanced Income Fund (Global Government), Nuveen Global Value Opportunities Fund (Global Value), Nuveen Multi-Currency Short-Term Government Income Fund (Multi-Currency), Nuveen Multi-Strategy Income and Growth Fund (Multi-Strategy) and Nuveen Multi-Strategy Income and Growth Fund 2 (Multi-Strategy 2), each a Massachusetts Business Trust , and Nuveen New York Investment Quality Municipal Fund, Inc. (New York Investment Quality), Nuveen New York Municipal Value Fund, Inc. (New York Value), Nuveen New York Performance Plus Municipal Fund, Inc. (New York Performance Plus), Nuveen New York Quality Income Municipal Fund, Inc. (New York Quality), Nuveen New York Select Quality Municipal Fund, Inc. (New York Select) and Nuveen Insured New York Premium Income Municipal Fund, Inc. (Insured New York Premium), each a Minnesota Corporation (individually, a Fund and collectively, the Funds), of proxies to be voted at the Annual Meeting of Shareholders to be held in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Tuesday, April 6, 2010, at 10:00 a.m., Central time (for each Fund, an Annual Meeting and collectively, the Annual Meetings), and at any and all adjournments thereof.
On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a properly executed proxy is returned and no choice is specified, the shares will be voted FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders of a Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders.
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The following table indicates which shareholders are solicited with respect to each matter:
| Matter | | Common Shares | Preferred
Shares (1) |
| --- | --- | --- | --- |
| 1(a)(i) | For each Massachusetts Business Trust, election of two
(2) Class I Board Members by all shareholders (except
New York Value 2, Core Equity, Equity Premium, Equity Premium
Opportunity, Equity Premium Advantage, Equity Premium Income,
Tax-Advantaged Dividend, Global Government, Global Value,
Multi-Currency, Quality Preferred, Quality Preferred 2, Quality
Preferred 3, Real Estate, Diversified Dividend, Tax-Advantaged,
Multi-Strategy and Multi-Strategy 2). | X | X |
| 1(a)(ii) | For each Massachusetts Business Trust, election of two
(2) Board Members by Preferred Shares only (except New York
Value 2, Core Equity, Equity Premium, Equity Premium
Opportunity, Equity Premium Advantage, Equity Premium Income,
Tax-Advantaged Dividend, Global Government, Global Value,
Multi-Currency, Quality Preferred, Quality Preferred 2, Quality
Preferred 3, Real Estate, Diversified Dividend, Tax-Advantaged,
Multi-Strategy and Multi-Strategy 2). | | X |
| 1(b) | For New York Value 2, Core Equity, Equity Premium, Equity
Premium Opportunity, Equity Premium Advantage, Equity Premium
Income, Tax-Advantaged Dividend, Global Government, Global Value
and Multi-Currency, election of three (3) Class I
Board Members by all shareholders. | X | N/A |
| 1(c) | For Quality Preferred, Quality Preferred 2, Quality Preferred 3,
Real Estate, Diversified Dividend, Tax-Advantaged,
Multi-Strategy and Multi-Strategy 2, election of
three(3) Class I Board Members and one
(1) Class III Board Member by all shareholders. | X | N/A |
| 1(d)(i) | For each Minnesota Corporation, election of seven (7) Board
Members by all shareholders (except New York Value). | X | X |
| 1(d)(ii) | For each Minnesota Corporation, election of
two (2) Board Members by Preferred Shares only (except
New York Value). | | X |
| 1(e) | For New York Value, election of three (3) Class I
Board Members by all shareholders. | X | N/A |
(1) Variable Rate Demand Preferred Shares for Insured New York Dividend and Municipal Auction Rate Cumulative Preferred Shares (MuniPreferred) for each other Fund are referred to as Preferred Shares.
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A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees by holders of Preferred Shares of each Fund (with the exception of New York Value 2, Core Equity, Equity Premium, Equity Premium Opportunity, Equity Premium Advantage, Equity Premium Income, Global Government, Global Value, Multi-Currency, Tax-Advantaged Dividend, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Real Estate, Diversified Dividend, Tax-Advantaged, Multi-Strategy, Multi-Strategy 2 and New York Value), 33 1 / 3 % of the Preferred Shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and broker non-votes (i.e., shares held by brokers or nominees, typically in street name, as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.
For each Fund, the affirmative vote of a plurality of the shares present and entitled to vote at the Annual Meeting will be required to elect the Board Members of that Fund. For purposes of determining the approval of the proposal to elect nominees for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members.
Preferred Shares held in street name as to which voting instructions have not been received from the beneficial owners or persons entitled to vote as of one business day before the Annual Meeting, or, if adjourned, one business day before the day to which the Annual Meeting is adjourned, and that would otherwise be treated as broker non-votes may, pursuant to Rule 452 of the New York Stock Exchange, be voted by the broker on the proposal in the same proportion as the votes cast by all holders of Preferred Shares as a class who have voted on the proposal or in the same proportion as the votes cast by all holders of Preferred Shares of the Fund who have voted on that item. Rule 452 permits proportionate voting of Preferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares with respect to such item and (ii) less than 10% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares against such item. For the purpose of meeting the 30% test, abstentions will be treated as shares voted and, for the purpose of meeting the 10% test, abstentions will not be treated as shares voted against the item.
Those persons who were shareholders of record at the close of business on Monday, February 8, 2010 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional vote held. As of February 8, 2010, the shares of the Funds were issued and outstanding as follows:
| Fund — New York Dividend | Ticker
Symbol (1) — NAN | 9,265,330 | Preferred Shares — Series F | 876 |
| --- | --- | --- | --- | --- |
| New York Dividend 2 | NXK | 6,488,516 | Series W | 1,364 |
| New York Investment Quality | NQN | 17,518,033 | Series M | 744 |
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| Fund | Ticker
Symbol (1) | | Preferred Shares — Series T | 1,858 |
| --- | --- | --- | --- | --- |
| | | | Series F | 1,858 |
| New York Value | NNY | 15,148,860 | N/A | |
| New York Value 2 | NYV | 2,347,000 | N/A | |
| New York Performance Plus | NNP | 15,039,571 | Series M | 1,129 |
| | | | Series T | 564 |
| | | | Series W | 1,410 |
| | | | Series F | 403 |
| New York Quality | NUN | 23,752,339 | Series M | 1,794 |
| | | | Series W | 1,796 |
| | | | Series TH | 1,959 |
| | | | Series F | 882 |
| New York Select | NVN | 23,198,402 | Series T | 1,461 |
| | | | Series W | 2,038 |
| | | | Series TH | 3,057 |
| Insured New York Dividend | NKO | 7,937,131 | Series 1 | 500 |
| Insured New York Premium | NNF | 8,243,515 | Series M | 1,022 |
| | | | Series T | 992 |
| Insured New York Tax-Free | NRK | 3,506,560 | Series TH | 1,080 |
| Core Equity | JCE | 16,033,786 | N/A | |
| Real Estate | JRS | 28,427,014 | N/A | |
| Diversified Dividend | JDD | 19,976,918 | N/A | |
| Equity Premium | JPG | 16,311,642 | N/A | |
| Equity Premium Advantage | JLA | 25,846,491 | N/A | |
| Equity Premium Income | JPZ | 38,417,887 | N/A | |
| Equity Premium Opportunity | JSN | 66,058,537 | N/A | |
| Quality Preferred | JTP | 64,632,294 | N/A | |
| Quality Preferred 2 | JPS | 120,321,842 | N/A | |
| Quality Preferred 3 | JHP | 23,714,024 | N/A | |
| Tax-Advantaged | JTA | 13,878,567 | N/A | |
| Tax-Advantaged Dividend | JTD | 14,517,240 | N/A | |
| Global Government | JGG | 9,340,989 | N/A | |
| Global Value | JGV | 19,172,440 | N/A | |
| Multi-Currency | JGT | 43,756,293 | N/A | |
| Multi-Strategy | JPC | 98,010,878 | N/A | |
| Multi-Strategy 2 | JQC | 137,884,225 | N/A | |
(1) The common shares of all of the Funds are listed on the New York Stock Exchange, except NXK, NYV, NRK, NKO and JRS, which are listed on the NYSE Amex.
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Massachusetts Business Trusts
Pursuant to the organizational documents of each Massachusetts Business Trust, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For each Massachusetts Business Trust, except New York Value 2, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Tax-Advantaged Dividend, Global Government, Global Value, Multi-Currency, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Real Estate, Diversified Dividend, Tax-Advantaged, Multi-Strategy and Multi-Strategy 2, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors have been duly elected and qualified.
a. For each Massachusetts Business Trust (except New York Value 2, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Tax-Advantaged Dividend, Global Government, Global Value, Multi-Currency, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Real Estate, Diversified Dividend, Tax-Advantaged, Multi-Strategy and Multi-Strategy 2):
| (i) | two (2) Board Members are to be elected by holders of
Common Shares and Preferred Shares, voting together as a single
class. Board Members Stockdale and Stone have been designated as
Class I Board Members and as nominees for Board Members for
a term expiring at the annual meeting of shareholders in 2013 or
until their successors have been duly elected and qualified.
Board Members Amboian, Bremner, Evans, Kundert and Toth are
current and continuing Board Members. Board Members Amboian,
Kundert and Toth have been designated as Class II Board
Members for a term expiring at the annual meeting of
shareholders in 2011 or until their successors have been duly
elected and qualified. Board Members Bremner and Evans have been
designated as Class III Board Members for a term expiring
at the annual meeting of shareholders in 2012 or until their
successors have been duly elected and qualified. |
| --- | --- |
| (ii) | two (2) Board Members are to be elected by holders of
Preferred Shares, voting separately as a single class. Board
Members Hunter and Schneider are nominees for election by
holders of Preferred Shares for a term expiring at the next
annual meeting or until their successors have been duly elected
and qualified. |
b. For New York Value 2, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Tax-Advantaged Dividend, Global Government, Global Value and Multi-Currency:
(i) three (3) Board Members are to be elected by all shareholders. Board Members Hunter, Stockdale and Stone have been designated as Class I Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and
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qualified. Board Members Amboian, Bremner, Evans, Kundert, Schneider and Toth are current and continuing Board Members. Board Members Amboian, Kundert and Toth have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2011 or until their successors have been duly elected and qualified. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified.
c. For Quality Preferred, Quality Preferred 2, Quality Preferred 3, Real Estate, Diversified Dividend, Tax-Advantaged, Multi-Strategy and Multi-Strategy 2:
(i) four (4) Board Members are to be elected by all shareholders. Board Members Stockdale and Stone have been designated as Class I Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified. Board Member Hunter has been re-designated as a Class I Board Member and as a Board Member nominee for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified. Board Member Schneider has been re-designated as a Class III Board Member, and as a Board Member nominee for a term expiring at the annual meeting of shareholders in 2012 or until his successor has been duly elected and qualified. Board Members Amboian, Bremner, Evans, Kundert and Toth are current and continuing Board Members. Board Members Amboian, Kundert and Toth have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2011 or until their successors have been duly elected and qualified. Board Members Bremner and Evans have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified.
Minnesota Corporations
At the Annual Meeting of each Minnesota Corporation, Board Members are to be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified. Under the terms of each Minnesota Corporations organizational documents (except New York Value), under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Pursuant to the organizational documents of New York Value, the Board is divided into three classes, with each class being elected to serve until the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. For New York Value, three (3) Board Members are nominated to be elected at this meeting.
d. For each Minnesota Corporation, except New York Value:
(i) seven (7) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Amboian, Bremner, Evans, Kundert, Stockdale, Stone and Toth are nominees for election by all shareholders.
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(ii) two (2) Board Members are to be elected by holders of Preferred Shares. Board Members Hunter and Schneider are nominees for election by holders of Preferred Shares.
e. For New York Value: three (3) Board Members are to be elected by all shareholders. Board Members Hunter, Stockdale and Stone have been designated as Class I Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified. Board Members Amboian, Bremner, Evans, Kundert, Schneider and Toth are current and continuing Board Members. Board Members Amboian, Kundert and Toth have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2011 or until their successors have been duly elected and qualified. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified.
It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed in the table below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Funds present Board.
For New York Dividend, New York Dividend 2, Insured New York Dividend and Insured New York Tax-Free, Board Members Bremner and Evans were last elected to each Funds Board as Class III Board Members at the annual meeting of shareholders held on May 6, 2009 and adjourned to June 17, 2009. For Real Estate, Diversified Dividend, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Tax-advantaged, Multi-Strategy and Multi-Strategy 2, Board Members Bremner and Evans were last elected to each Funds Board as Class III Board Members at the annual meeting of shareholders held on May 6, 2009. For each other Massachusetts Business Trust except New York Value 2, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Global Government, Global Value, Tax-Advantaged Dividend and Multi-Currency, New York Dividend, New York Dividend 2, Insured New York Dividend and Insured New York Tax-Free, Board Members Amboian, Kundert and Toth were last elected to each Funds Board as Class II Board Members at the annual meeting of shareholders held on June 30, 2008. For New York Dividend, New York Dividend 2, Insured New York Dividend and Insured New York Tax-Free, Board Members Amboian, Kundert and Toth were last elected to each Funds Board as Class II Board Members at the annual meeting of shareholders held on June 30, 2008 and adjourned to July 29, 2008.
For New York Value 2, all of the Board Members were elected by the initial shareholder of the Fund on April 24, 2009.
For Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Global Government, Global Value, Tax-Advantaged Dividend and Multi-Currency, Board Members Bremner, Evans and Schneider were last elected to each Funds Board as Class III Board Members at the annual meeting of shareholders held on May 6, 2009. Board Members Amboian, Kundert and Toth were last elected to each Funds Board as Class II Board Members and Board Member Hunter was last elected to each Funds Board as a Class I Board Member at the annual meeting of shareholders held on June 30, 2008.
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For each Minnesota Corporation, except for New York Value, all Board Member nominees were last elected to each Funds Board at the annual meeting of shareholders held on May 6, 2009 and adjourned to June 17, 2009.
For New York Value, Board Members Bremner, Evans and Schneider were last elected as Class III Board Members at the annual meeting of shareholders held on May 6, 2009 and adjourned to June 17, 2009. Board Members Amboian, Kundert and Toth were last elected as Class II Board Members at the annual meeting of shareholders held on June 30, 2008. Board Member Hunter was last elected as a Class I Board Member of the Board of New York Value at the annual meeting of shareholders held on June 30, 2008.
Other than Mr. Amboian, all Board Member nominees are not interested persons, as defined in the Investment Company Act of 1940, as amended (the 1940 Act), of the Funds or the Adviser and have never been an employee or director of Nuveen Investments, Inc. (Nuveen), the Advisers parent company, or any affiliate. Accordingly, such Board Members are deemed Independent Board Members.
The Board unanimously recommends that shareholders vote FOR the election of the nominees.
Board Nominees/Board Members
| Number of | |||||
|---|---|---|---|---|---|
| Portfolios | |||||
| in Fund | |||||
| Complex | Other | ||||
| Position(s) | Term of Office | Overseen | Directorships Held | ||
| Name, Address | Held with | and Length | Principal Occupation(s) | by Board | by Board |
| and Birth Date | Fund | of Time | |||
| Served (1) | During Past 5 Years | Member | Member | ||
| Nominees/Board Members who are not interested persons of the | |||||
| Fund | |||||
| Robert P. Bremner c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (8/22/40) | Chairman of the Board, Board Member | Term: Annual or Class III Board Member until 2009 Length of Service: Since 1996; Chairman of the Board since 2008; | |||
| Lead Independent Director (2005-2008) | Private Investor and Management Consultant; Treasurer and | ||||
| Director, Humanities Council of Washington D.C. | 199 | N/A | |||
| Jack B. Evans c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (10/22/48) | Board Member | Term: Annual or Class III Board Member until 2009 Length of Service: Since 1999 | President, The Hall-Perrine Foundation, a private philanthropic | ||
| corporation (since 1996); Director and Chairman, United Fire | |||||
| Group, a publicly held company; President Pro Tem of the Board | |||||
| of Regents for the State of Iowa University System; Director, | |||||
| Gazette Companies; Life Trustee of Coe College and Iowa College | |||||
| Foundation; formerly, Director, Alliant Energy; formerly, | |||||
| Director, Federal Reserve Bank of Chicago; formerly, President | |||||
| and Chief Operating Officer, SCI Financial Group, Inc., a | |||||
| regional financial services firm. | 199 | See Principal Occupation Description |
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| Number of | |||||
|---|---|---|---|---|---|
| Portfolios | |||||
| in Fund | |||||
| Complex | Other | ||||
| Position(s) | Term of Office | Overseen | Directorships Held | ||
| Name, Address | Held with | and Length | Principal Occupation(s) | by Board | by Board |
| and Birth Date | Fund | of Time | |||
| Served (1) | During Past 5 Years | Member | Member | ||
| William C. Hunter c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (3/6/48) | Board Member | Term: Annual or Class I Board Member until 2010 Length of Service: Since 2004 | Dean, Tippie College of Business, University of Iowa (since | ||
| 2006); Director (since 2004) of Xerox Corporation, a publicly | |||||
| held company; Director, Beta Gamma Sigma International Honor | |||||
| Society (since 2005); formerly, (2003-2006), Dean and | |||||
| Distinguished Professor of Finance, School of Business at the | |||||
| University of Connecticut; formerly, Senior Vice President and | |||||
| Director of Research at the Federal Reserve Bank of Chicago | |||||
| (1995-2003); formerly, Director, SS&C Technologies, Inc. | |||||
| (May 2005-October 2005); formerly, Director, Credit Research | |||||
| Center at Georgetown University (1997-2007). | 199 | See Principal Occupation Description | |||
| David J. Kundert c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (10/28/42) | Board Member | Term: Annual or Class II Board Member until 2011 Length of Service: Since 2005 | Director, Northwestern Mutual Wealth Management Company; retired | ||
| (2004) as Chairman, JPMorgan Fleming Asset Management, President | |||||
| and CEO, Banc One Investment Advisors Corporation, and | |||||
| President, One Group Mutual Funds; prior thereto, Executive Vice | |||||
| President, Bank One Corporation and Chairman and CEO, Banc One | |||||
| Investment Management Group; Board of Regents, Luther College; | |||||
| member of the Wisconsin Bar Association; member of Board of | |||||
| Directors, Friends of Boerner Botanical Gardens; member of | |||||
| Investment Committee, Greater Milwaukee Foundation | 199 | See Principal Occupation Description | |||
| William J. Schneider c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (9/24/44) | Board Member | Term: Annual or Class III Board Member until 2009 Length of Service: Since 1996 | Chairman, of Miller-Valentine Partners Ltd., a real estate | ||
| investment company; formerly, Senior Partner and Chief Operating | |||||
| Officer (retired, 2004) of Miller-Valentine Group; Member, | |||||
| University of Dayton Business School Advisory Council; Member, | |||||
| Dayton Philharmonic Orchestra Board; formerly, Member, Business | |||||
| Advisory Council, Cleveland Federal Reserve Bank; formerly, | |||||
| Director, Dayton Development Coalition. | 199 | See Principal Occupation Description | |||
| Judith M. Stockdale c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (12/29/47) | Board Member | Term: Annual or Class I Board Member until 2010 Length of Service: Since 1997 | Executive Director, Gaylord and Dorothy Donnelley Foundation | ||
| (since 1994); prior thereto, Executive Director, Great Lakes | |||||
| Protection Fund (from 1990 to 1994). | 199 | N/A | |||
| Carole E. Stone c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (6/28/47) | Board Member | Term: Annual or Class I Board Member until 2010 Length of Service: Since 2007 | Director, C2 Options Exchange, Incorporated (since 2009); | ||
| Director, Chicago Board Options Exchange (since 2006); | |||||
| Commissioner, NYSE Commission on Public Authority Reform (since | |||||
| 2005); formerly Director, New York State Division of the Budget | |||||
| (2000-2004), Chair, Public Authorities Control Board (2000-2004) | |||||
| and Director, Local Government Assistance Corporation | |||||
| (2000-2004); Chair, New York Racing Association Oversight Board | |||||
| (2005-2007). | 199 | See Principal Occupation Description |
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| Number of | |||||
|---|---|---|---|---|---|
| Portfolios | |||||
| in Fund | |||||
| Complex | Other | ||||
| Position(s) | Term of Office | Overseen | Directorships Held | ||
| Name, Address | Held with | and Length | Principal Occupation(s) | by Board | by Board |
| and Birth Date | Fund | of Time | |||
| Served (1) | During Past 5 Years | Member | Member | ||
| Terence J. Toth c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (9/29/59) | Board Member | Term: Annual or Class II Board Member until 2011 Length of Service: Since 2008 | Director, Legal & General Investment Management America, | ||
| Inc. (since 2008); Managing Partner, Musso Capital Management | |||||
| (since 2008); formerly CEO and President, Northern Trust | |||||
| Investments (2004-2007); Executive Vice President, Quantitative | |||||
| Management & Securities Lending (2000-2004); prior thereto, | |||||
| various positions with Northern Trust Company (since 1994); | |||||
| Member: Goodman Theatre Board (since 2004); Chicago Fellowship | |||||
| Board (since 2005), University of Illinois Leadership Council | |||||
| Board (since 2007) and Catalyst Schools of Chicago Board (since | |||||
| 2008); formerly Member: Northern Trust Mutual Funds Board | |||||
| (2005-2007), Northern Trust Investments Board (2004-2007), | |||||
| Northern Trust Japan Board (2004-2007), Northern Trust | |||||
| Securities Inc. Board (2003-2007) and Northern Trust Hong Kong | |||||
| Board (1997-2004). | 199 | See Principal Occupation Description | |||
| Nominee/Board Member who is an interested person of the Fund | |||||
| John P. | |||||
| Amboian (2) c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (6/14/61) | Board Member | Term: Annual or Class II Board Member until 2011 Length of Service: Since 2008 | Chief Executive Officer (since July 2007) and Director (since | ||
| 1999) of Nuveen Investments, Inc.; Chief Executive Officer | |||||
| (since 2007) of Nuveen Asset Management, Nuveen Investments | |||||
| Advisers, Inc. | 199 | See Principal Occupation Description |
| (1) | Length of Service indicates the
year in which the individual became a Board Member of a fund in
the Nuveen fund complex. |
| --- | --- |
| (2) | Interested person as
defined in the 1940 Act, by reason of being an officer of each
Funds adviser. |
The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen funds overseen by the Board Member as of December 31, 2009 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, 2009 is set forth in Appendix A. On December 31, 2009, Board Members and executive officers as a group beneficially owned approximately 640,000 shares of all funds managed by Nuveen Asset Management. (NAM) (including shares held by the Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveens 401(k)/profit sharing plan). As of February 8, 2010, each Board Members individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each Fund. As of February 8, 2010, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.
As of February 8, 2010, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.
Compensation
Each Independent Board Member receives a $100,000 annual retainer plus (a) a fee of $3,250 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board;
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(b) a fee of $2,500 per meeting for attendance in person where such in-person attendance is required and $1,500 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $2,000 per meeting for attendance in person or $1,500 per meeting for attendance by telephone at an audit committee meeting; (d) a fee of $2,000 per meeting for attendance at a regularly scheduled compliance, risk management and regulatory oversight committee meeting for regular quarterly meetings and $1,000 per meeting for attendance of other, non-quarterly meetings; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings, $1,000 for attendance at shareholder meetings, on a day on which no regularly scheduled board meeting is held in which in-person attendance is required, $250 per meeting for attendance by telephone at all other committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Independent Chairman receives $50,000 annually and the Lead Independent Director, if any, receives $35,000, the chairpersons of the audit committee, the dividend committee and the compliance, risk management and regulatory oversight committee receive $7,500 and the chairperson of the nominating and governance committee receives $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also receive a fee of $2,500 per day for site visits to entities that provide services to the Nuveen funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committees, however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser, on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount to be allocated to each fund. The Board Member affiliated with Nuveen and the Adviser serves without any compensation from the Funds.
The boards of certain Nuveen funds (the Participating Funds) established a Deferred Compensation Plan for Independent Board Members (Deferred Compensation Plan). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds.
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The table below shows, for each Independent Board Member, the aggregate compensation paid by each Fund to each Board Member nominee for its last fiscal year.
| Aggregate Compensation from the
Funds (1) | Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | Terence J. |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Toth |
| New York Dividend | 763 | 660 | 525 | 618 | 645 | 571 | 539 | 607 |
| New York Dividend 2 | 527 | 456 | 363 | 427 | 445 | 394 | 372 | 419 |
| New York Investment Quality | 1,606 | 1,419 | 1,146 | 1,495 | 1,530 | 1,287 | 1,104 | 1,414 |
| New York Value | 610 | 528 | 418 | 493 | 515 | 454 | 434 | 487 |
| New York Value 2 | 63 | 31 | 25 | 28 | 29 | 58 | 25 | 28 |
| New York Performance Plus | 1,353 | 1,196 | 966 | 1,259 | 1,288 | 1,083 | 931 | 1,190 |
| New York Quality | 2,215 | 1,956 | 1,581 | 2,062 | 2,110 | 1,776 | 1,523 | 1,953 |
| New York Select | 2,197 | 1,941 | 1,568 | 2,046 | 2,093 | 1,761 | 1,511 | 1,936 |
| Insured New York Dividend | 700 | 606 | 481 | 567 | 592 | 522 | 498 | 558 |
| Aggregate Compensation from the
Funds (1) | Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | Terence J. |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Toth |
| Insured New York Premium | 738 | 638 | 508 | 597 | 623 | 552 | 521 | 588 |
| Insured New York Tax-Free | 332 | 287 | 228 | 269 | 280 | 248 | 234 | 265 |
| Core Equity | 847 | 736 | 611 | 813 | 829 | 680 | 586 | 767 |
| Real Estate | 1,053 | 918 | 762 | 1,010 | 1,031 | 849 | 731 | 966 |
| Diversified Dividend | 1,494 | 1,194 | 1,068 | 1,341 | 1,345 | 1,077 | 980 | 1,275 |
| Equity Premium | 952 | 828 | 686 | 915 | 933 | 765 | 658 | 862 |
| Equity Premium Advantage | 1,484 | 1,292 | 1,068 | 1,426 | 1,455 | 1,195 | 1,026 | 1,343 |
| Equity Premium Income | 2,160 | 1,880 | 1,556 | 2,076 | 2,118 | 1,737 | 1,493 | 1,958 |
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| Aggregate Compensation from the
Funds (1) | Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | Terence J. |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Toth |
| Equity Premium Opportunity | 3,776 | 3,287 | 2,719 | 3,629 | 3,703 | 3,038 | 2,611 | 3,419 |
| Quality Preferred | 2,647 | 2,639 | 2,133 | 2,659 | 2,655 | 2,072 | 1,940 | 2,826 |
| Quality Preferred 2 | 5,128 | 5,113 | 4,107 | 5,134 | 5,132 | 4,051 | 3,747 | 5,460 |
| Quality Preferred 3 | 1,066 | 959 | 767 | 961 | 961 | 872 | 702 | 1,023 |
| Tax-Advantaged | 857 | 745 | 619 | 823 | 838 | 689 | 593 | 779 |
| Tax-Advantaged Dividend | 952 | 829 | 689 | 916 | 934 | 766 | 660 | 865 |
| Global Government | 728 | 617 | 499 | 585 | 612 | 544 | 518 | 591 |
| Global Value | 1,281 | 1,107 | 918 | 1,222 | 1,247 | 1,024 | 883 | 1,143 |
| Multi-Currency | 3,331 | 2,892 | 2,396 | 3,197 | 3,261 | 2,676 | 2,300 | 3,002 |
| Multi-Strategy | 4,016 | 3,473 | 2,896 | 3,838 | 3,908 | 3,218 | 2,776 | 3,616 |
| Multi-Strategy 2 | 5,872 | 5,079 | 4,234 | 5,612 | 5,716 | 4,705 | 4,059 | 5,287 |
| Total Compensation from Nuveen Funds Paid to | | | | | | | | |
| Board Members/Nominees | 265,996 | 239,830 | 194,333 | 252,913 | 258,133 | 219,480 | 186,750 | 247,289 |
(1) Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen funds. Total deferred fees for the Funds (including the return from the assumed investment in the eligible Nuveen funds) payable are:
| Deferred Fees | Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | Terence J. |
|---|---|---|---|---|---|---|---|---|
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Toth |
| New York Investment Quality | 277 | 405 | 564 | 1,495 | 1,530 | 653 | | 1,076 |
| New York Performance Plus | 233 | 341 | 477 | 1,259 | 1,288 | 549 | | 906 |
| New York Quality | 382 | 558 | 776 | 2,062 | 2,110 | 902 | | 1,485 |
| New York Select | 379 | 554 | 769 | 2,046 | 2,093 | 895 | | 1,471 |
| Core Equity | 148 | 214 | 215 | 813 | 829 | 375 | | 539 |
| Real Estate | 185 | 267 | 309 | 1,010 | 1,031 | 453 | | 705 |
| Diversified Dividend | 266 | 348 | 541 | 1,341 | 1,345 | 560 | | 972 |
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| Deferred Fees | Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | Terence J. |
|---|---|---|---|---|---|---|---|---|
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Toth |
| Equity Premium | 166 | 241 | 242 | 915 | 933 | 422 | | 607 |
| Equity Premium Advantage | 259 | 375 | 362 | 1,426 | 1,455 | 664 | | 937 |
| Equity Premium Income | 378 | 547 | 547 | 2,076 | 2,118 | 960 | | 1,376 |
| Equity Premium Opportunity | 660 | 956 | 938 | 3,629 | 3,703 | 1,684 | | 2,394 |
| Quality Preferred | 469 | 768 | 1,155 | 2,659 | 2,655 | 1,144 | | 2,136 |
| Quality Preferred 2 | 906 | 1,486 | 2,157 | 5,134 | 5,132 | 2,249 | | 4,089 |
| Quality Preferred 3 | 189 | 279 | 396 | 961 | 961 | 464 | | 762 |
| Tax-Advantaged | 150 | 216 | 232 | 823 | 838 | 375 | | 556 |
| Tax-Advantaged Dividend | 166 | 241 | 246 | 916 | 934 | 421 | | 611 |
| Global Value | 222 | 320 | 284 | 1,222 | 1,247 | 576 | | 780 |
| Multi-Currency | ||||||||
| Global Government | 581 | 840 | 800 | 3,197 | 3,261 | 1,492 | | 2,086 |
| Multi-Strategy | 700 | 1,006 | 1,024 | 3,838 | 3,908 | 1,769 | | 2,543 |
| Multi-Strategy 2 | 1,023 | 1,471 | 1,485 | 5,612 | 5,716 | 2,590 | | 3,712 |
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Committees
The Board of each Fund has five standing committees: the executive committee, the audit committee, the nominating and governance committee, the dividend committee and the compliance, risk management and regulatory oversight committee.
John P. Amboian, Robert P. Bremner, Chair, and Judith M. Stockdale serve as current members of the executive committee of each Fund. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, is limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive committee) and (ii) matters of an administrative or ministerial nature. The number of executive committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Jack B. Evans, Chair, Judith M. Stockdale and Terence J. Toth are current members of the dividend committee of each Fund. The dividend committee is authorized to declare distributions on the Funds shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The number of dividend committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
William C. Hunter, William J. Schneider, Chair, Judith M. Stockdale and Carole E. Stone are current members of the compliance, risk management and regulatory oversight committee of each Fund. The compliance, risk management and regulatory oversight committee is responsible for the oversight of compliance issues, risk management, and other regulatory matters affecting the Funds which are not otherwise the jurisdiction of the other Board committees. The number of compliance, risk management and regulatory oversight committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Each Funds Board has an audit committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the 1934 Act), that is composed of Independent Board Members who are also independent as that term is defined in the listing standards pertaining to closed-end funds of the New York Stock Exchange or the NYSE Amex, as applicable. Robert P. Bremner, Jack B. Evans, David J. Kundert, Chair, William J. Schneider and Terence J. Toth are current members of the audit committee of each Fund. The audit committee is responsible for the oversight and monitoring of (1) the accounting and reporting policies, procedures and practices and the audit of the financial statements of the Funds, (2) the quality and integrity of the financial statements of the Funds and (3) the independent registered public accounting firms qualifications, performance and independence. The audit committee reviews the work and any recommendations of the Funds independent registered public accounting firm. Based on such review, it is authorized to make recommendations to the Board. The audit committee is also responsible for the oversight of the Pricing Procedures of the Funds and the internal Valuation Group. The Boards have adopted a written Audit Committee Charter that conforms to the listing standards of the New York Stock Exchange or the NYSE Amex, as applicable. A copy of the Audit Committee Charter is attached as Appendix D. The number of audit committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Each Fund has a nominating and governance committee that is composed entirely of Independent Board Members who are also independent as defined by New York Stock
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Exchange or NYSE Amex listing standards, as applicable. Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale, Carole E. Stone and Terence J. Toth are current members of the nominating and governance committee of each Fund. The purpose of the nominating and governance committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to each Funds Board. In addition, the committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable. The committee operates under a written charter adopted and approved by the Boards of each Fund, a copy of which is available on the Funds website at www.nuveen.com/CEF/Info/Shareholder/. The number of nominating and governance committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
The nominating and governance committee looks to many sources for recommendations of qualified candidates, including current Board Members, employees of the Adviser, current shareholders of the Funds, third party sources and any other persons or entities that may be deemed necessary or desirable by the committee. Shareholders of the Funds who wish to nominate a candidate to their Funds Board should mail information to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. This information must include evidence of Fund ownership of the person or entity recommending the candidate, a full listing of the proposed candidates education, experience, current employment, date of birth, names and addresses of at least three professional references, information as to whether the candidate is an interested person (as such term is defined in the 1940 Act) in relation to the Fund and such other information that would be helpful to the nominating and governance committee in evaluating the candidate. All satisfactorily completed information regarding candidates will be forwarded to the chairman of the nominating and governance committee and the outside counsel to the Independent Board Members. Recommendations for candidates to the Board will be evaluated in light of whether the number of Board members is expected to change and whether the Board expects any vacancies. All nominations from Fund shareholders will be acknowledged, although there may be times when the committee is not actively recruiting new Board members. In those circumstances nominations will be kept on file until active recruitment is under way.
The nominating and governance committee sets appropriate standards and requirements for nominations to the Board. In considering a candidates qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability and, if qualifying as an Independent Board Member candidate, independence from the Adviser or other service providers. These experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills and experience, in the aggregate. All candidates must meet high expectations of personal integrity, governance experience and professional competence that are assessed on the basis of personal interviews, recommendations, or direct knowledge by committee members. The committee may use any process it deems appropriate for the purpose of evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. There is no difference in the manner in which the nominating and governance committee evaluates candidates when the candidate is submitted by a shareholder. The nominating and governance committee
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reserves the right to make the final selection regarding the nomination of any prospective Board member.
The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Funds last fiscal year is shown in Appendix C. During the last fiscal year, each Board Member attended 75% or more of each Funds Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. The policy of the Board relating to attendance by Board Members at annual meetings of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund is posted on the Funds website at www.nuveen.com/CEF/Info/Shareholder/.
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The Officers
The following table sets forth information with respect to each officer of the Funds. Officers receive no compensation from the Funds. The officers are elected by the Board on an annual basis to serve until successors are elected and qualified.
| Term of | Number of — Portfolios | |||
|---|---|---|---|---|
| Office and | in Fund | |||
| Position(s) | Length of | Complex | ||
| Name, Address | Held | Time | Principal Occupation(s) | Served by |
| and Birth Date | with Fund | Served (1) | During Past 5 Years | Officer |
| Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 (9/9/56) | Chief Administrative Officer | Term: Annual Length of Service: Since 1988 | Managing Director (since 2002), Assistant Secretary and | |
| Associate General Counsel of Nuveen Investments, LLC; Managing | ||||
| Director (since 2002), Assistant Secretary and Associate General | ||||
| Counsel of Nuveen Asset Management; Managing Director (since | ||||
| 2004) and Assistant Secretary (since 1994) of Nuveen | ||||
| Investments, Inc.; Vice President and Assistant Secretary of NWQ | ||||
| Investment Management Company, LLC (since 2002); Managing | ||||
| Director and Assistant Secretary of Nuveen Investments Advisers | ||||
| Inc. (since 2002); Managing Director, Associate General Counsel | ||||
| and Assistant Secretary of Symphony Asset Management LLC (since | ||||
| 2003); Vice President and Assistant Secretary of Tradewinds | ||||
| Global Investors, LLC and Santa Barbara Asset Management | ||||
| LLC (since 2006), Nuveen HydePark Group, LLC and Nuveen | ||||
| Investment Solutions, Inc. (since 2007); Chartered Financial | ||||
| Analyst. | 199 | |||
| Williams Adams IV 333 West Wacker Drive Chicago, IL | ||||
| 60606 (6/9/55) | Vice President | Term: Annual Length of Service: Since 2007 | Executive Vice President, U.S. Structured Products of Nuveen | |
| Investments, LLC (since 1999), prior thereto, Managing Director | ||||
| of Structured Investments. | 124 |
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| Term of | Number of — Portfolios | |||
|---|---|---|---|---|
| Office and | in Fund | |||
| Position(s) | Length of | Complex | ||
| Name, Address | Held | Time | Principal Occupation(s) | Served by |
| and Birth Date | with Fund | Served (1) | During Past 5 Years | Officer |
| Mark J.P. Anson 333 West Wacker Drive Chicago, IL 60606 | ||||
| (6/10/59) | Vice President | Term: Annual Length of Service: Since 2009 | President and Executive Director of Nuveen Investments, Inc. | |
| (since 2007); President of Nuveen Investments Institutional | ||||
| Services Group LLC (since 2007); previously, Chief Executive | ||||
| Officer of British Telecom Pension Scheme (2006-2007); Chief | ||||
| Investment Officer of Calpers (1999-2006); PhD, Chartered | ||||
| Financial Analyst, Chartered Alternative Investment Analyst, | ||||
| Certified Public Accountant, Certified Management Accountant and | ||||
| Certified Internal Auditor. | 199 | |||
| Cedric H. Antosiewicz 333 West Wacker Drive Chicago, IL | ||||
| 60606 (1/11/62) | Vice President | Term: Annual Length of Service: Since 2007 | Managing Director (since 2004), previously, Vice President | |
| (1993-2004) of Nuveen Investments LLC. | 124 | |||
| Nizida Arriaga 333 West Wacker Drive Chicago, IL 60606 (6/1/68) | Vice President | Term: Annual Length of Service: Since 2009 | Vice President of Nuveen Investments, LLC (since 2007); | |
| previously, Portfolio Manager, Allstate Investments, LLC | ||||
| (1996-2006); Chartered Financial Analyst. | 199 | |||
| Michael T. Atkinson 333 West Wacker Drive Chicago, IL 60606 (2/3/66) | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 2002 | Vice President (since 2002) of Nuveen Investments, LLC; Vice | |
| President of Nuveen Asset Management (since 2005). | 199 | |||
| Margo L. Cook 333 West Wacker Drive Chicago, IL 60606 (4/11/64) | Vice President | Term: Annual Length of Service: Since 2009 | Executive Vice President (since 2008) of Nuveen Investments, | |
| Inc.; previously, Head of Institutional Asset Management | ||||
| (2007-2008) of Bear Stearns Asset Management; Head of | ||||
| Institutional Asset Mgt. (1986-2007) of Bank of NY Mellon; | ||||
| Chartered Financial Analyst. | 199 | |||
| Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 (10/24/45) | Vice President | Term: Annual Length of Service: Since 1998 | Managing Director (since 2004) of Nuveen Investments, LLC; | |
| Managing Director (since 2005) of Nuveen Asset Management. | 199 |
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| Term of | Number of — Portfolios | |||
|---|---|---|---|---|
| Office and | in Fund | |||
| Position(s) | Length of | Complex | ||
| Name, Address | Held | Time | Principal Occupation(s) | Served by |
| and Birth Date | with Fund | Served (1) | During Past 5 Years | Officer |
| Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 (5/31/54) | Vice President and Controller | Term: Annual Length of Service: Since 1993 | Vice President (since 1993) and Funds Controller (since 1998) of | |
| Nuveen Investments, LLC; Vice President (since 2005) of Nuveen | ||||
| Asset Management; Certified Public Accountant. | 199 | |||
| Scott S. Grace 333 West Wacker Drive Chicago, IL 60606 (8/20/70) | Vice President and Treasurer | Term: Annual Length of Service: Since 2009 | Managing Director, Corporate Finance & Development, | |
| Treasurer (since September 2009) of Nuveen Investments, LLC; | ||||
| formerly, Treasurer (2006-2009), Senior Vice President | ||||
| (2008-2009), previously, Vice President (2006-2008) of Janus | ||||
| Capital Group, Inc.; formerly, Senior Associate in Morgan | ||||
| Stanleys Global Financial Services Group (2000-2003); | ||||
| Chartered Accountant. | 199 | |||
| William T. Huffman 333 West Wacker Drive Chicago, IL 60606 (5/7/69) | Vice President | Term: Annual Length of Service: Since 2009 | Chief Operating Officer, Municipal Fixed Income (since 2008) of | |
| Nuveen Asset Management; previously, Chairman, President and | ||||
| Chief Executive Officer (2002-2007) of Northern Trust Global | ||||
| Advisors, Inc. and Chief Executive Officer (2007) of Northern | ||||
| Trust Global Investments Limited; Certified Public Accountant. | 135 | |||
| Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 (2/24/70) | Chief Compliance Officer and Vice President | Term: Annual Length of Service: Since 2003 | Senior Vice President (since 2008) formerly, Vice President | |
| (2006-2008), formerly, Assistant Vice President and Assistant | ||||
| General Counsel of Nuveen Investments, LLC; Senior Vice | ||||
| President (since 2008), formerly, Vice President (2006-2008), | ||||
| and Assistant Secretary (since 2003) of Nuveen Asset Management; | ||||
| formerly, Assistant Vice President and Assistant Secretary of | ||||
| the Nuveen Funds (2003-2006). | 199 |
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| Term of | Number of — Portfolios | |||
|---|---|---|---|---|
| Office and | in Fund | |||
| Position(s) | Length of | Complex | ||
| Name, Address | Held | Time | Principal Occupation(s) | Served by |
| and Birth Date | with Fund | Served (1) | During Past 5 Years | Officer |
| David J. Lamb 333 West Wacker Drive Chicago, IL 60606 (3/22/63) | Vice President | Term: Annual Length of Service: Since 2000 | Senior Vice President (since 2009), formerly, Vice President | |
| (2000-2009) of Nuveen Investments, LLC; Vice President of Nuveen | ||||
| Asset Management (since 2005); Certified Public Accountant. | 199 | |||
| Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 (8/27/61) | Vice President | Term: Annual Length of Service: Since 2002 | Senior Vice President (since 2009), formerly, Vice President | |
| (1999-2009) of Nuveen Investments, LLC; Vice President of Nuveen | ||||
| Asset Management (since 2005). | 199 | |||
| Larry W. Martin 333 West Wacker Drive Chicago, IL 60606 (7/27/51) | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 1988 | Vice President, Assistant Secretary and Assistant General | |
| Counsel of Nuveen Investments, LLC; Vice President, Assistant | ||||
| General Counsel and Assistant Secretary of Nuveen Investments, | ||||
| Inc.; Vice President (since 2005) and Assistant Secretary (since | ||||
| 1997) of Nuveen Asset Management; Vice President and Assistant | ||||
| Secretary of Nuveen Investments Advisers Inc. (since 2002), NWQ | ||||
| Investment Management Company, LLC (since 2002), Symphony Asset | ||||
| Management LLC (since 2003), Tradewinds Global Investors, LLC | ||||
| and Santa Barbara Asset Management LLC (since 2006), Nuveen | ||||
| Hyde Park Group, LLC and Nuveen Investment Solutions, Inc. | ||||
| (since 2007). | 199 |
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| Term of | Number of — Portfolios | |||
|---|---|---|---|---|
| Office and | in Fund | |||
| Position(s) | Length of | Complex | ||
| Name, Address | Held | Time | Principal Occupation(s) | Served by |
| and Birth Date | with Fund | Served (1) | During Past 5 Years | Officer |
| Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 (3/26/66) | Vice President and Secretary | Term: Annual Length of Service: Since 2007 | Managing Director (since 2008), formerly Vice President | |
| (2007-2008), Nuveen Investments, LLC; Managing Director (since | ||||
| 2008), formerly Vice President (2007-2008) and Assistant | ||||
| Secretary (since 2007), Nuveen Asset Management, Nuveen | ||||
| Investments Advisers Inc., Nuveen Investment Institutional | ||||
| Services Group LLC, NWQ Investment Management Company, LLC, | ||||
| Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony | ||||
| Asset Management LLC, Santa Barbara Asset Management, LLC, | ||||
| Nuveen HydePark Group, LLC and Nuveen Investment Solutions, | ||||
| Inc.; prior thereto, Partner, Bell, Boyd & Lloyd LLP | ||||
| (1997-2007). | 199 | |||
| John V. Miller 333 West Wacker Drive Chicago, IL 60606 (4/10/67) | Vice President | Term: Annual Length of Service: Since 2007 | Chief Investment Officer and Managing Director (since 2007), | |
| formerly, Vice President (2002-2007) of Nuveen Asset Management; | ||||
| Managing Director (since 2007), formerly, Vice President | ||||
| (2002-2007) of Nuveen Investments, LLC; Chartered Financial | ||||
| Analyst. | 134 | |||
| Gregory Mino 333 West Wacker Drive Chicago, IL 60606 (1/4/71) | Vice President | Term: Annual Length of Service: Since 2009 | Vice President of Nuveen Investments, LLC (since 2008); | |
| previously, Director (2004-2007) and Executive Director | ||||
| (2007-2008) of UBS Global Asset Management; previously, Vice | ||||
| President (2000-2003) and Director (2003-2004) of Merrill Lynch | ||||
| Investment Managers; Chartered Financial Analyst. | 199 |
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| Term of | Number of — Portfolios | |||
|---|---|---|---|---|
| Office and | in Fund | |||
| Position(s) | Length of | Complex | ||
| Name, Address | Held | Time | Principal Occupation(s) | Served by |
| and Birth Date | with Fund | Served (1) | During Past 5 Years | Officer |
| Christopher M. Rohrbacher 333 West Wacker Drive Chicago, IL 60606 (8/1/71) | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 2008 | Vice President and Assistant Secretary of Nuveen Investments, | |
| LLC (since 2008); Vice President and Assistant Secretary of | ||||
| Nuveen Asset Management (since 2008); prior thereto, Associate, | ||||
| Skadden, Arps, Slate Meagher & Flom LLP (2002-2008). | 199 | |||
| James F. Ruane 333 West Wacker Drive Chicago, IL 60606 (7/3/62) | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 2007 | Vice President, Nuveen Investments (since 2007); prior thereto, | |
| Partner, Deloitte & Touche USA LLP (2005-2007), formerly, | ||||
| senior tax manager (2002-2005); Certified Public Accountant. | 199 | |||
| Mark L. Winget 333 West Wacker Drive Chicago, IL 60606 (12/21/68) | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 2008 | Vice President, Nuveen Investments, LLC (since 2008); Vice | |
| President and Assistant Secretary, Nuveen Asset Management | ||||
| (since 2008); prior thereto, Counsel, Vedder Price P.C. | ||||
| (1997-2007). | 199 |
(1) Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex.
Audit Committee Report
The audit committee of each Board is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audit of the financial statements, of each Fund, (2) the quality and integrity of the Funds financial statements and (3) the independent registered public accounting firms qualifications, performance and independence. In its oversight capacity, the committee reviews each Funds annual financial statements with both management and the independent registered public accounting firm and the committee meets periodically with the independent registered public accounting firm and internal auditors to consider their evaluation of each Funds financial and internal controls. The committee also selects, retains, evaluates and may replace each Funds independent registered public accounting firm. The committee is currently composed of five Independent Board Members and operates under a written charter adopted and approved by each Board. Each committee member meets the independence and experience requirements, as applicable, of the New York Stock Exchange, NYSE Amex, Section 10A of the 1934 Act and the rules and regulations of the SEC.
The committee, in discharging its duties, has met with and held discussions with management and each Funds independent registered public accounting firm. The committee has also reviewed and discussed the audited financial statements with management. Management has represented to the independent registered public accounting firm that each Funds financial statements were prepared in accordance with generally accepted accounting principles. The
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committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards (SAS) No. 61 (Communication with Audit Committees), as amended by SAS No. 90 (Audit Committee Communications). Each Funds independent registered public accounting firm provided to the committee the written disclosure required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the committee discussed with representatives of the independent registered public accounting firm their firms independence. As provided in the Audit Committee Charter, it is not the committees responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Funds financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.
Based on the committees review and discussions with management and the independent registered public accounting firm, the representations of management and the report of the independent registered public accounting firm to the committee, the committee has recommended that the audited financial statements be included in each Funds Annual Report.
The current members of the committee are:
Robert P. Bremner
Jack B. Evans
David J. Kundert
William J. Schneider
Terence J. Toth
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Audit and Related Fees. The following tables provide the aggregate fees billed during each Funds last two fiscal years by each Funds independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (Adviser Entities).
| Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Adviser and | Adviser and | Adviser and | ||||||||||||
| Funds (1) | Fund (2) | Adviser Entitles | Fund (3) | Adviser Entitles | Fund (4) | Adviser Entitles | ||||||||
| Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | |
| Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | |
| Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | |
| 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | |
| New York Dividend | $ 13,472 | $ 13,112 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 850 | $ 850 | $ 0 | $ 0 |
| New York Dividend 2 | 11,539 | 11,297 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 |
| New York Investment Quality | 19,511 | 19,617 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,350 | 3,400 | 0 | 0 |
| New York Value | 11,765 | 12,084 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| New York Value | ||||||||||||||
| 2 (5) | N/A | 9,000 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 |
| New York Performance Plus | 18,054 | 17,507 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,350 | 3,400 | 0 | 0 |
| New York Quality | 23,974 | 24,373 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,350 | 3,400 | 0 | 0 |
| New York Select | 23,730 | 24,162 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,350 | 3,400 | 0 | 0 |
| Insured New York Dividend | 12,685 | 12,798 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | 0 | 0 |
| Insured New York Premium | 12,964 | 13,075 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,350 | 3,400 | 0 | 0 |
| Insured New York Tax-Free | 9,600 | 9,835 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 |
| Core Equity | 19,231 | 17,227 | 0 | 0 | 0 | 0 | 2,750 | 2,750 | 0 | 0 | 0 | 0 | 0 | 0 |
| Real Estate | 23,500 | 23,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,100 | 6,000 | 0 | 0 |
| Diversified Dividend | 33,000 | 33,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,100 | 2,000 | 0 | 0 |
| Equity Premium | 19,619 | 18,224 | 0 | 0 | 0 | 0 | 3,750 | 1,850 | 0 | 0 | 0 | 0 | 0 | 0 |
| Equity Premium Advantage | 24,260 | 22,782 | 0 | 0 | 0 | 0 | 3,750 | 1,850 | 0 | 0 | 0 | 0 | 0 | 0 |
| Equity Premium Income | 30,715 | 28,937 | 0 | 0 | 0 | 0 | 3,750 | 1,850 | 0 | 0 | 0 | 0 | 0 | 0 |
| Equity Premium Opportunity | 45,713 | 42,894 | 0 | 0 | 0 | 0 | 3,750 | 1,850 | 0 | 0 | 0 | 0 | 0 | 0 |
| Quality Preferred | 22,612 | 22,502 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,100 | 6,000 | 0 | 0 |
| Quality Preferred 2 | 34,274 | 34,585 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,100 | 6,000 | 0 | 0 |
| Quality Preferred 3 | 14,364 | 14,163 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,100 | 6,000 | 0 | 0 |
| Tax-Advantaged | 26,000 | 26,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,800 | 2,000 | 0 | 0 |
| Tax-Advantaged Dividend | 22,000 | 22,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,800 | 0 | 0 | 0 |
| Global Government | 26,674 | 26,316 | 0 | 0 | 0 | 0 | 2,500 | 2,500 | 0 | 0 | 0 | 0 | 0 | 0 |
| Global Value | 22,109 | 20,530 | 0 | 0 | 0 | 0 | 1,850 | 1,850 | 0 | 0 | 0 | 0 | 0 | 0 |
| Multi-Currency | 54,365 | 50,816 | 0 | 0 | 0 | 0 | 2,500 | 2,500 | 0 | 0 | 0 | 0 | 0 | 0 |
| Multi-Strategy | 23,872 | 23,436 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,100 | 6,000 | 0 | 0 |
| Multi-Strategy 2 | 29,128 | 29,564 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,100 | 6,000 | 0 | 0 |
| (1) | Audit Fees are the aggregate fees billed for
professional services for the audit of the Funds annual
financial statements and services provided in connection with
statutory and regulatory filings or engagements. |
| --- | --- |
| (2) | Audit Related Fees are the aggregate fees billed for
assurance and related services reasonably related to the
performance of audit or review of financial statements and are
not reported under Audit Fees. |
| (3) | Tax Fees are the aggregate fees billed for
professional services for tax advice, tax compliance and tax
planning. |
| (4) | All Other Fees are the aggregate fees billed for
products and services for agreed-upon procedures engagements for the leveraged Funds. |
| (5) | The Fund commenced operations on April 28, 2009. |
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| Total Non-Audit Fees Billed | ||||||||
|---|---|---|---|---|---|---|---|---|
| to | ||||||||
| Adviser and Adviser Entitles | ||||||||
| (Engagements Related | Total Non-Audit Fees Billed | |||||||
| Directly to the Operations | to | |||||||
| Total Non-Audit | and | Adviser and Adviser Entitles | ||||||
| Fees Billed to Fund | Financial Reporting of Fund) | (All Other Engagements) | Total | |||||
| Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | |
| Ended 2008 | Ended 2009 | Ended 2008 | Ended 2009 | Ended 2008 | Ended 2009 | Ended 2008 | Ended 2009 | |
| New York Dividend | $ 850 | $ 850 | $ 0 | $ 0 | $ 0 | $ 0 | $ 850 | $ 850 |
| New York Dividend 2 | 850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 |
| New York Investment Quality | 3,350 | 3,400 | 0 | 0 | 0 | 0 | 3,350 | 3,400 |
| New York Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| New York Value | ||||||||
| 2 (1) | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 |
| New York Performance Plus | 3,350 | 3,400 | 0 | 0 | 0 | 0 | 3,350 | 3,400 |
| New York Quality | 3,350 | 3,400 | 0 | 0 | 0 | 0 | 3,350 | 3,400 |
| New York Select | 3,350 | 3,400 | 0 | 0 | 0 | 0 | 3,350 | 3,400 |
| Insured New York Dividend | 850 | 0 | 0 | 0 | 0 | 0 | 850 | 0 |
| Insured New York Premium | 3,350 | 3,400 | 0 | 0 | 0 | 0 | 3,350 | 3,400 |
| Insured New York Tax-Free | 850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 |
| Core Equity | 2,750 | 2,750 | 0 | 0 | 0 | 0 | 2,750 | 2,750 |
| Real Estate | 7,100 | 6,000 | 0 | 0 | 0 | 0 | 7,100 | 6,000 |
| Diversified Dividend | 1,100 | 2,000 | 0 | 0 | 0 | 0 | 1,100 | 2,000 |
| Equity Premium | 3,750 | 1,850 | 0 | 0 | 0 | 0 | 3,750 | 1,850 |
| Equity Premium Advantage | 3,750 | 1,850 | 0 | 0 | 0 | 0 | 3,750 | 1,850 |
| Equity Premium Income | 3,750 | 1,850 | 0 | 0 | 0 | 0 | 3,750 | 1,850 |
| Equity Premium Opportunity | 3,750 | 1,850 | 0 | 0 | 0 | 0 | 3,750 | 1,850 |
| Quality Preferred | 7,100 | 6,000 | 0 | 0 | 0 | 0 | 7,100 | 6,000 |
| Quality Preferred 2 | 7,100 | 6,000 | 0 | 0 | 0 | 0 | 7,100 | 6,000 |
| Quality Preferred 3 | 7,100 | 6,000 | 0 | 0 | 0 | 0 | 7,100 | 6,000 |
| Tax-Advantaged | 1,800 | 2,000 | 0 | 0 | 0 | 0 | 1,800 | 2,000 |
| Tax-Advantaged Dividend | 1,800 | 0 | 0 | 0 | 0 | 0 | 1,800 | 0 |
| Global Government | 2,500 | 2,500 | 0 | 0 | 0 | 0 | 2,500 | 2,500 |
| Global Value | 1,850 | 1,850 | 0 | 0 | 0 | 0 | 1,850 | 1,850 |
| Multi-Currency | 2,500 | 2,500 | 0 | 0 | 0 | 0 | 2,500 | 2,500 |
| Multi-Strategy | 7,100 | 6,000 | 0 | 0 | 0 | 0 | 7,100 | 6,000 |
| Multi-Strategy 2 | 7,100 | 6,000 | 0 | 0 | 0 | 0 | 7,100 | 6,000 |
(1) The Fund commenced operations on April 28, 2009.
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Audit Committee Pre-Approval Policies and Procedures. Generally, the audit committee must approve each Funds independent registered public accounting firms engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the audit committee if they are expected to be for amounts greater than $10,000; (ii) reported to the audit committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the audit committee at the next audit committee meeting if they are expected to be for an amount under $5,000.
The audit committee has approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by the independent registered public accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the audit committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.
Additional Information
Appointment of the Independent Registered Public Accounting Firm
The Board of each Fund (except Equity Premium, Equity Premium Advantage, Equity Premium Income, Core Equity, Equity Premium Opportunity, Global Government, Global Value and Multi-Currency) has appointed Ernst & Young LLP as independent registered public accounting firm to audit the books and records of the Fund for its current fiscal year. The Boards of Equity Premium, Equity Premium Advantage, Equity Premium Income, Core Equity, Equity Premium Opportunity, Global Government, Global Value and Multi-Currency have appointed PricewaterhouseCoopers LLP as independent registered public accounting firm to audit the books and records of these Funds for their current fiscal years. A representative of each independent registered public accounting firm will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders questions. Each independent registered public accounting firm has informed each applicable Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company sponsored by Nuveen.
Section 16(a) Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the Adviser, affiliated persons of the Adviser and persons who own more than 10% of a registered class of a Funds equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Funds shares with the SEC and the New York Stock Exchange or NYSE Amex, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, Adviser and affiliated persons of the Adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year, except that with respect to New York Select, Insured New York Dividend, Insured New York Premium, Insured New York Tax-Free, Global Value, Global Government, Core Equity, Diversified Dividend, Equity Premium, Equity
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Premium Opportunity, Equity Premium Income, Equity Premium Advantage and Tax-Advantaged Dividend, James Ruane made an amended filing on Form 3 in 2009; with respect to Real Estate, William Adams made an amended filing on Form 3 in 2009; and with respect to Real Estate, Equity Premium Opportunity and Multi-Strategy, David Lamb made a late filing on Form 4 in 2009. To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Funds equity securities, except as provided in Appendix B.
Information About the Adviser
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is a wholly-owned subsidiary of Nuveen. Nuveen is a wholly-owned subsidiary of Windy City, a corporation formed by investors led by Madison Dearborn Partners, LLC (MDP), a private equity investment firm based in Chicago, Illinois. Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds.
Shareholder Proposals
To be considered for presentation at the annual meeting of shareholders for the Funds to be held in 2011, shareholder proposals submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than January 4, 2011. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 for the annual meeting must, pursuant to each Funds By-Laws, submit such written notice to the Fund not later than March 16, 2011 or prior to March 1, 2011. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.
Shareholder Communications
Fund shareholders who want to communicate with the Board or any individual Board Member should write to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder and note the Fund or Funds that you own. If the communication is intended for a specific Board Member and so indicates it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Independent Chairman and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
Expenses of Proxy Solicitation
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid by the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. Any additional costs of solicitation will be paid by the Fund that requires additional solicitation.
Fiscal Year
The last fiscal year end for New York Dividend, New York Dividend 2, Insured New York Dividend, Insured New York Tax-Free, New York Investment Quality, New York Value, New York Value 2, New York Performance Plus, New York Quality, New York Select and Insured New York
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Premium was September 30, 2009. The last fiscal year end for Real Estate, Diversified Dividend, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Tax-Advantaged, Tax-Advantaged Dividend, Global Government, Global Value, Core Equity, Multi-Currency, Multi-Strategy and Multi-Strategy 2 was December 31, 2009.
Annual Report Delivery
Annual reports will be sent to shareholders of record of each Fund following each Funds fiscal year end. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 6, 2010:
Each Funds proxy statement is available at www.nuveen.com/CEF/Info/Shareholder/Proxy Statements.aspx. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.
Please note that only one annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
General
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Annual Meetings. However, if other matters are properly presented to the Annual Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at each Annual Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Annual Meeting to permit further solicitation of proxies with respect to the proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Funds By-Laws, an adjournment of a meeting with respect to a matter requires the affirmative vote of a majority of the shares entitled to vote on the matter present in person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Kevin J. McCarthy
Vice President and Secretary
March 1, 2010
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Appendix A
Beneficial Ownership
The following table lists the dollar range of equity securities beneficially owned by each Board Member nominee in each Fund and in all Nuveen funds overseen by the Board Member nominee as of December 31, 2009.
| Dollar Range of Equity Securities | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| New York | New York | Insured | |||||||
| New York | New York | Investment | New York | New York | Performance | New York | New York | New York | |
| Board Member Nominees | Dividend | Dividend 2 | Quality | Value | Value 2 | Plus | Quality | Select | Dividend |
| Board Members/Nominees who are not interested persons of the | |||||||||
| Funds | |||||||||
| Robert P. Bremner | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Jack B. Evans | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| William C. Hunter | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| David J. Kundert | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| William J. Schneider | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Judith M. Stockdale | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Carole E. Stone | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Terence J. Toth | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Board Member/Nominee who is an interested person of the | |||||||||
| Funds | |||||||||
| John P. Amboian | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
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| Dollar Range of Equity Securities | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Insured | Insured | Equity | Equity | ||||||||
| New York | New York | Core | Diversified | Equity | Premium | Premium | |||||
| Board Member Nominees | Premium | Tax-Free | Equity | Real Estate | Dividend | Premium | Advantage | Income | |||
| Board Members/Nominees who are not interested persons of the | |||||||||||
| Funds | |||||||||||
| Robert P. Bremner | $ 0 | $ 0 | $ | 0 | $ | 0 | over $ | 100,000 | $ 0 | $ 0 | $ 0 |
| Jack B. Evans | $ 0 | $ 0 | $ | 0 | $ | 1-$10,000 | $ | 0 | $ 0 | $ 0 | $ 0 |
| William C. Hunter | $ 0 | $ 0 | $ | 0 | $ | 0 | $ | 0 | $ 0 | $ 0 | $ 0 |
| David J. Kundert | $ 0 | $ 0 | $ | 0 | $ | 0 | $ | 0 | $ 0 | $ 0 | $ 0 |
| William J. Schneider | $ 0 | $ 0 | $ | 0 | $ | 0 | $ | 0 | $ 0 | $ 0 | $ 0 |
| Judith M. Stockdale | $ 0 | $ 0 | $ | 0 | $ | 0 | $ | 10,001-$50,000 | $ 0 | $ 0 | $ 0 |
| Carole E. Stone | $ 0 | $ 0 | $ | 0 | $ | 0 | $ | 0 | $ 0 | $ 0 | $ 0 |
| Terence J. Toth | $ 0 | $ 0 | $ | 0 | $ | 0 | $ | 0 | $ 0 | $ 0 | $ 0 |
| Board Member/Nominee who is an interested person of the | |||||||||||
| Funds | |||||||||||
| John P. Amboian | $ 0 | $ 0 | Over $ | 100,000 | 50,001- $ | 100,000 | $ | 10,001-$50,000 | $ 0 | $ 50,001-$100,000 | $ 0 |
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| Dollar Range of Equity Securities | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Aggregate | ||||||||||||||||
| Range of Equity; | ||||||||||||||||
| Securities in | ||||||||||||||||
| All Registered | ||||||||||||||||
| Investment | ||||||||||||||||
| Companies | ||||||||||||||||
| Overseen by | ||||||||||||||||
| Board Member | ||||||||||||||||
| Nominees in | ||||||||||||||||
| Equity | Tax- | Family of | ||||||||||||||
| Premium | Quality | Quality | Quality | Tax- | Advantaged | Global | Global | Multi- | Multi | Multi- | Investment | |||||
| Board Member Nominees | Opportunity | Preferred | Preferred 2 | Preferred 3 | Advantaged | Dividend | Government | Value | Currency | Strategy | Strategy 2 | Companies (1) | ||||
| Board Members/Nominees who are not interested persons of the | ||||||||||||||||
| Funds | ||||||||||||||||
| Robert P. Bremner | $ 0 | $ 0 | $ 0 | $ 0 | Over $ | 100,000 | $ 0 | $ 0 | Over $ | 100,000 | $ 0 | $ 10,001-$50,000 | $ | 0 | Over $ | 100,000 |
| Jack B. Evans | $ 0 | $ 0 | $ 10,001-$50,000 | $ 0 | $ | 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 10,001-$50,000 | $ | 0 | Over $ | 100,000 |
| William C. Hunter | $ 0 | $ 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 0 | $ | 0 | Over $ | 100,000 |
| David J. Kundert | $ 0 | $ 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 0 | $ | 0 | Over $ | 100,000 |
| William J. Schneider | $ 0 | $ 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 1-$10,000 | $ | 0 | $ 0 | $ 0 | $ | 0 | Over $ | 100,000 |
| Judith M. Stockdale | $ 0 | $ 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 10,001-$50,000 | $ | 0 | $ 0 | $ 0 | $ | 1-$10,000 | Over $ | 100,000 |
| Carole E. Stone | $ 0 | $ 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 0 | $ | 0 | $ | 50,000-$100,000 |
| Terence J. Toth | $ 0 | $ 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 0 | $ | 0 | $ 0 | $ 0 | $ | 0 | Over $ | 100,000 |
| Board Member/Nominee who is an interested person of the | ||||||||||||||||
| Funds | ||||||||||||||||
| John P. Amboian | $ 0 | $ 0 | $ 1-$10,000 | $ 0 | $ | 0 | $ 0 | $ 0 | Over $ | 100,000 | $ 0 | $ 0 | Over $ | 100,000 | Over $ | 100,000 |
(1) The amounts reflect the aggregate dollar range of equity securities of the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.
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The following table sets forth, for each Board Member nominee and for the Board Member nominees and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2009. The information as to beneficial ownership is based on statements furnished by each Board Member nominee and officer.
| Fund Shares Owned By Board Member Nominees And
Officers (1) | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | New York | | | | | | Insured |
| | New York | New York | Investment | New York | New York | New York | New York | New York | New York |
| Board Member Nominees/Board Members | Dividend | Dividend 2 | Quality | Value | Value 2 | Performance Plus | Quality | Select | Dividend |
| Nominees/Board Members who are not interested persons of the
Funds | | | | | | | | | |
| Robert P. Bremner | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Jack B. Evans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Terence J. Toth | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Nominee who is an interested person of the Funds | | | | | | | | | |
| John P. Amboian | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| All Board Member Nominees and Officers as a Group | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
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| Fund Shares Owned By Board Member Nominees And
Officers (1) | Insured | Insured | | | | | Equity | Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | New York | New York | Core | Real | Diversified | Equity | Premium | Premium |
| Board Member Nominees/Board Members | Premium | Tax-Free | Equity | Estate | Dividend | Premium | Advantage | Income |
| Nominees/Board Members who are not interested persons of the
Funds | | | | | | | | |
| Robert P. Bremner | 0 | 0 | 0 | 0 | 13,200 | 0 | 0 | 0 |
| Jack B. Evans | 0 | 0 | 0 | 1,100 | 0 | 0 | 0 | 0 |
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Judith M. Stockdale | 0 | 0 | 0 | 0 | 2,215 | 0 | 0 | 0 |
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Terence J. Toth | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Board Member/Nominee who is an interested person of the
Funds | | | | | | | | |
| John P. Amboian | 0 | 0 | 11,500 | 10,000 | 3,500 | 0 | 6,185 | 0 |
| All Board Member Nominees and Officers as a Group | 0 | 0 | 12,500 | 35,400 | 20,915 | 0 | 6,185 | 0 |
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| Fund Shares Owned By Board Member Nominees And
Officers (1) | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Equity | | | | | Tax- | | | | | |
| | Premium | Quality | Quality | Quality | Tax- | Advantaged | Global | Global | Multi- | Multi | Multi- |
| Board Member Nominees/Board Members | Opportunity | Preferred | Preferred 2 | Preferred 3 | Advantaged | Dividend | Government | Value | Currency | Strategy | Strategy 2 |
| Nominees/Board Members who are not interested persons of the
Fund | | | | | | | | | | | |
| Robert P. Bremner | 0 | 0 | 0 | 0 | 12,500 | 0 | 0 | 12,500 | 0 | 3,500 | 0 |
| Jack B. Evans | 0 | 0 | 4,400 | 0 | 0 | 0 | 0 | 0 | 0 | 2,000 | 0 |
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 564 | 0 | 0 | 0 | 0 |
| Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 0 | 724 | 0 | 0 | 0 | 702 |
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Terence J. Toth | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Nominee who is an interested person of the Fund | | | | | | | | | | | |
| John P. Amboian | 0 | 0 | 1,000 | 0 | 0 | 0 | 0 | 11,000 | 0 | 0 | 16,000 |
| All Board Members Nominees/Officers as a Group | 3,400 | 0 | 5,400 | 0 | 12,500 | 2,000 | 1,288 | 23,500 | 4,200 | 10,000 | 16,702 |
(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described in the Proxy Statement.
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APPENDIX B
List of Beneficial Owners Who Own More Than 5% of Any Class of Shares in Any Fund
The following chart lists each shareholder or group of shareholders who beneficially owned more than 5% of any class of shares of any Fund*:
| Fund and Class | Shareholder Name and Address | Amount of — Shares Owned | Percentage — Owned |
|---|---|---|---|
| New York Dividend (NAN) Auction Rate Preferred Shares | Citigroup Global Markets | ||
| Inc. (1) 388 Greenwich Street New York, NY 10013 | 221 | 10.7 % | |
| Citigroup Financial Products | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup Global Markets Holdings | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup | |||
| Inc. (1) 399 Park Avenue New York, NY 10043 | |||
| Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255 | 208 | 10.1 % | |
| Merrill Lynch, Pierce, Fenner & Smith, Inc. 4 World Financial Center 250 Vesey Street New York, NY 10080 | 183 | 8.9 % | |
| Royal Bank of | |||
| Canada (2) 200 Bay Street Toronto, Ontario M5J2J5 Canada | 361 | 17.6 % | |
| RBC Capital | |||
| Markets (2) One Liberty Plaza 165 Broadway New York, NY 10006 | |||
| New York Dividend 2 (NXK) Auction Rate Preferred Shares | Citigroup Global Markets | ||
| Inc. (1) 388 Greenwich Street New York, NY 10013 | 264 | 19.4 % | |
| Citigroup Financial Products | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup Global Markets Holdings | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 |
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| Fund and Class | Shareholder Name and Address | Amount of — Shares Owned | Percentage — Owned |
|---|---|---|---|
| Citigroup | |||
| Inc. (1) 399 Park Avenue New York, NY 10043 | |||
| Morgan | |||
| Stanley (3) 1585 Broadway New York, NY 10036 | 94 | 6.9 % | |
| Morgan Stanley & Co. | |||
| Inc. (3) 1585 Broadway New York, NY 10036 | |||
| Royal Bank of | |||
| Canada (2) 200 Bay Street Toronto, Ontario M5J2J5 Canada | 251 | 18.4 % | |
| RBC Capital | |||
| Markets (2) One Liberty Plaza 165 Broadway New York, NY 10006 | |||
| New York Investment Quality (NQN) Auction Rate Preferred Shares | Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255 | 1,065 | 23.2 % |
| Merrill Lynch, Pierce, Fenner & Smith, Inc. 4 World Financial Center 250 Vesey Street New York, NY 10080 | 961 | 20.9 % | |
| Citigroup Global Markets | |||
| Inc. (1) 388 Greenwich Street New York, NY 10013 | 326 | 7.1 % | |
| Citigroup Financial Products | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup Global Markets Holdings | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup | |||
| Inc. (1) 399 Park Avenue New York, NY 10043 | |||
| Royal Bank of | |||
| Canada (2) 200 Bay Street Toronto, Ontario M5J2J5 Canada | 569 | 12.4 % |
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| Fund and Class | Shareholder Name and Address | Amount of — Shares Owned | Percentage — Owned |
|---|---|---|---|
| RBC Capital | |||
| Markets (2) One Liberty Plaza 165 Broadway New York, NY 10006 | |||
| New York Performance Plus (NNP) Auction Rate Preferred Shares | Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255 | 504 | 14.4 % |
| Merrill Lynch, Pierce, Fenner & Smith, Inc. 4 World Financial Center 250 Vesey Street New York, NY 10080 | 466 | 13.3 % | |
| Citigroup Global Markets | |||
| Inc. (1) 388 Greenwich Street New York, NY 10013 | 248 | 7.1 % | |
| Citigroup Financial Products | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup Global Markets Holdings | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup | |||
| Inc. (1) 399 Park Avenue New York, NY 10043 | |||
| UBS AG Bahnhoftstrasse 45 PO Box CH-8021 Zurich, Switzerland | 178 | 5.9 % | |
| Royal Bank of | |||
| Canada (2) 200 Bay Street Toronto, Ontario M5J2J5 Canada | 248 | 7.1 % | |
| RBC Capital | |||
| Markets (2) One Liberty Plaza 165 Broadway New York, NY 10006 | |||
| New York Quality (NUN) Auction Rate Preferred Shares | Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255 | 719 | 10.9 % |
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| Fund and Class | Shareholder Name and Address | Amount of — Shares Owned | Percentage — Owned |
|---|---|---|---|
| Merrill Lynch, Pierce, Fenner & Smith, Inc. 4 World Financial Center 250 Vesey Street New York, NY 10080 | 626 | 9.5 % | |
| Citigroup Global Markets | |||
| Inc. (1) 388 Greenwich Street New York, NY 10013 | 471 | 7.1 % | |
| Citigroup Financial Products | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup Global Markets Holdings | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup | |||
| Inc. (1) 399 Park Avenue New York, NY 10043 | |||
| Royal Bank of | |||
| Canada (2) 200 Bay Street Toronto, Ontario M5J2J5 Canada | 1,017 | 13.3 % | |
| RBC Capital | |||
| Markets (2) One Liberty Plaza 165 Broadway New York, NY 10006 | |||
| New York Select (NVN) Auction Rate Preferred Shares | Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255 | 1,504 | 22.9 % |
| Merrill Lynch, Pierce, Fenner & Smith, Inc. 4 World Financial Center 250 Vesey Street New York, NY 10080 | 1,374 | 21 % | |
| Citigroup Global Markets | |||
| Inc. (1) 388 Greenwich Street New York, NY 10013 | 446 | 6.8 % | |
| Citigroup Financial Products | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup Global Markets Holdings | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 |
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| Fund and Class | Shareholder Name and Address | Amount of — Shares Owned | Percentage — Owned |
|---|---|---|---|
| Citigroup | |||
| Inc. (1) 399 Park Avenue New York, NY 10043 | |||
| Royal Bank of | |||
| Canada (2) 200 Bay Street Toronto, Ontario M5J2J5 Canada | 802 | 12.2 % | |
| RBC Capital | |||
| Markets (2) One Liberty Plaza 165 Broadway New York, NY 10006 | |||
| Insured New York Premium (NNF) Auction Rate Preferred Shares | Merrill Lynch, Pierce, Fenner & Smith, Inc. 4 World Financial Center 250 Vesey Street New York, NY 10080 | 537 | 25.8 % |
| Citigroup Global Markets | |||
| Inc. (1) 388 Greenwich Street New York, NY 10013 | 277 | 13.8 % | |
| Citigroup Financial Products | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup Global Markets Holdings | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup | |||
| Inc. (1) 399 Park Avenue New York, NY 10043 | |||
| UBS AG Bahnhoftstrasse 45 PO Box CH-8021 Zurich, Switzerland | 129 | 6.2 % | |
| Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255 | 543 | 26.1 % | |
| Royal Bank of | |||
| Canada (2) 200 Bay Street Toronto, Ontario M5J2J5 Canada | 121 | 5.8 % | |
| RBC Capital | |||
| Markets (2) One Liberty Plaza 165 Broadway New York, NY 10006 |
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| Fund and Class | Shareholder Name and Address | Amount of — Shares Owned | Percentage — Owned |
|---|---|---|---|
| Insured New York Tax-Free (NRK) Auction Rate Preferred Shares | Citigroup Global Markets | ||
| Inc. (1) 388 Greenwich Street New York, NY 10013 | 185 | 17.1 % | |
| Citigroup Financial Products | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup Global Markets Holdings | |||
| Inc. (1) 88 Greenwich Street New York, NY 10013 | |||
| Citigroup | |||
| Inc. (1) 399 Park Avenue New York, NY 10043 | |||
| Royal Bank of | |||
| Canada (2) 200 Bay Street Toronto, Ontario M5J2J5 Canada | 96 | 8.9 % | |
| RBC Capital | |||
| Markets (2) One Liberty Plaza 165 Broadway New York, NY 10006 | |||
| Equity Premium (JPG) Common Stock | Claymore Securities, Inc. 2455 Corporate West Drive Lisle, IL 60532 | 1,117,791 | 6.75 % |
| Equity Premium Advantage (JLA) Common Shares | First Trust Portfolios | ||
| L.P. (4) 120 East Liberty Drive Suite 400 Wheaton, IL 60187 | 2,104,549 | 8.1 % | |
| First Trust Advisors | |||
| L.P. (4) 120 East Liberty Drive Suite 400 Wheaton, IL 60187 | |||
| The Charger | |||
| Corporation (4) 120 East Liberty Drive Suite 400 Wheaton, IL 60187 | |||
| Equity Premium Income (JPZ) Common Shares | First Trust Portfolios | ||
| L.P. (4) 120 East Liberty Drive Suite 400 Wheaton, IL 60187 | 2,363,073 | 6.1 % | |
| First Trust Advisors | |||
| L.P. (4) 120 East Liberty Drive Suite 400 Wheaton, IL 60187 |
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| Fund and Class | Shareholder Name and Address | Amount of — Shares Owned | Percentage — Owned |
|---|---|---|---|
| The Charger | |||
| Corporation (4) 120 East Liberty Drive Suite 400 Wheaton, IL 60187 | |||
| Global Value (JGV) Common Shares | Merrill Lynch, Pierce, Fenner & Smith, Inc. 4 World Financial Center 250 Vesey Street New York, NY 10080 | 1,064,807 | 5.5 % |
| Merrill Lynch & Co., Inc. 4 World Financial Center 250 Vesey Street New York, NY 10080 | 1,081,430 | 5.6 % | |
| Morgan | |||
| Stanley (5) 1585 Broadway New York, NY 10036 | 1,987,460 | 10.4 % | |
| Morgan Stanley Smith Barney | |||
| LLC (5) 1585 Broadway New York, NY 10036 |
| * | The information contained in this
table is based on Schedule 13G filings made on or after
December 31, 2008. |
| --- | --- |
| (1) | Citigroup Global Markets Inc.,
Citigroup Financial Products Inc., Citigroup Global Markets
Holdings Inc. and Citigroup Inc. filed their Schedule 13G
jointly and did not differentiate holdings as between each
entity. |
| (2) | Royal Bank of Canada and RBC
Capital Markets filed their Schedule 13G jointly and did
not differentiate holdings as between each entity. |
| (3) | Morgan Stanley and Morgan
Stanley & Co. Inc. filed their Schedule 13G
jointly and did not differentiate holdings as between each
entity. |
| (4) | First Trust Portfolios L.P.,
First Trust Advisors L.P. and The Charger Corporation filed
their Schedule 13G jointly and did not differentiate
holdings as between each entity. |
| (5) | Morgan Stanley and Morgan Stanley
Smith Barney LLC filed their Schedule 13G jointly and did not
differentiate holdings as between each entity. |
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APPENDIX C
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING EACH FUNDS LAST FISCAL YEAR
| Compliance, Risk | |||||||
|---|---|---|---|---|---|---|---|
| Management | Nominating | ||||||
| and Regulatory | and | ||||||
| Regular | Special | Executive | Dividend | Oversight | Audit | Governance | |
| Board | Board | Committee | Committee | Committee | Committee | Committee | |
| Fund | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting |
| Nuveen New York Dividend Advantage Municipal Fund | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen New York Dividend Advantage Municipal Fund 2 | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen New York Investment Quality Municipal Fund, Inc. | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen New York Municipal Value Fund, Inc. | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen New York Municipal Value Fund 2 | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen New York Performance Plus Municipal Fund, Inc. | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen New York Quality Income Municipal Fund, Inc. | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen New York Select Quality Municipal Fund, Inc. | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen Insured New York Dividend Advantage Municipal Fund | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen Insured New York Premium Income Municipal Fund, Inc. | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen Insured New York Tax-Free Advantage Municipal Fund | 4 | 7 | 0 | 4 | 4 | 4 | 4 |
| Nuveen Core Equity Alpha Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Real Estate Income Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Diversified Dividend and Income Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Equity Premium and Growth Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Equity Premium Advantage Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Equity Premium Income Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Equity Premium Opportunity Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Quality Preferred Income Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Quality Preferred Income Fund 2 | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Quality Preferred Income Fund 3 | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Tax-Advantaged Total Return Strategy Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Tax-Advantaged Dividend Growth Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Global Government Enhanced Income Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
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| Compliance, Risk | |||||||
|---|---|---|---|---|---|---|---|
| Management | Nominating | ||||||
| and Regulatory | and | ||||||
| Regular | Special | Executive | Dividend | Oversight | Audit | Governance | |
| Board | Board | Committee | Committee | Committee | Committee | Committee | |
| Fund | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting |
| Nuveen Global Value Opportunities Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Multi-Currency Short-Term Government Income Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Multi-Strategy Income & Growth Fund | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
| Nuveen Multi-Strategy Income & Growth Fund 2 | 4 | 4 | 0 | 5 | 5 | 4 | 4 |
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APPENDIX D
NUVEEN FUND BOARD AUDIT COMMITTEE CHARTER
I. Organization and Membership
There shall be a committee of each Board of Directors/Trustees (the Board) of the Nuveen Management Investment Companies (the Funds or, individually, a Fund) to be known as the Audit Committee. The Audit Committee shall be comprised of at least three Directors/Trustees. Audit Committee members shall be independent of the Funds and free of any relationship that, in the opinion of the Directors/Trustees, would interfere with their exercise of independent judgment as an Audit Committee member. In particular, each member must meet the independence and experience requirements applicable to the Funds of the exchanges on which shares of the Funds are listed, Section 10a of the Securities Exchange Act of 1934 (the Exchange Act), and the rules and regulations of the Securities and Exchange Commission (the Commission). Each such member of the Audit Committee shall have a basic understanding of finance and accounting, be able to read and understand fundamental financial statements, and be financially literate, and at least one such member shall have accounting or related financial management expertise, in each case as determined by the Directors/Trustees, exercising their business judgment (this person may also serve as the Audit Committees financial expert as defined by the Commission). The Board shall appoint the members and the Chairman of the Audit Committee, on the recommendation of the Nominating and Governance Committee. The Audit Committee shall meet periodically but in any event no less frequently than on a semi-annual basis. Except for the Funds, Audit Committee members shall not serve simultaneously on the audit committees of more than two other public companies.
II. Statement of Policy, Purpose and Processes
The Audit Committee shall assist the Board in oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audits of the financial statements, of the Funds; (2) the quality and integrity of the financial statements of the Funds; (3) the Funds compliance with legal and regulatory requirements, (4) the independent auditors qualifications, performance and independence; and (5) oversight of the Pricing Procedures of the Funds and the Valuation Group. In exercising this oversight, the Audit Committee can request other committees of the Board to assume responsibility for some of the monitoring as long as the other committees are composed exclusively of independent directors.
In doing so, the Audit Committee shall seek to maintain free and open means of communication among the Directors/Trustees, the independent auditors, the internal auditors and the management of the Funds. The Audit Committee shall meet periodically with Fund management, the Funds internal auditor, and the Funds independent auditors, in separate executive sessions. The Audit Committee shall prepare reports of the Audit Committee as required by the Commission to be included in the Funds annual proxy statements or otherwise.
The Audit Committee shall have the authority and resources in its discretion to retain special legal, accounting or other consultants to advise the Audit Committee and to otherwise discharge its responsibilities, including appropriate funding as determined by the Audit Committee for compensation to independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for a Fund,
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compensation to advisers employed by the Audit Committee, and ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties, as determined in its discretion. The Audit Committee may request any officer or employee of Nuveen Investments, Inc. (or its affiliates) (collectively, Nuveen) or the Funds independent auditors or outside counsel to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Funds independent auditors and internal auditors shall have unrestricted accessibility at any time to Committee members.
Responsibilities
Fund management has the primary responsibility to establish and maintain systems for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. Each independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds shall report directly to the Audit Committee. The independent auditors are ultimately accountable to the Board and the Audit Committee. It is the ultimate responsibility of the Audit Committee to select, appoint, retain, evaluate, oversee and replace any independent auditors and to determine their compensation, subject to ratification of the Board, if required. These Audit Committee responsibilities may not be delegated to any other Committee or the Board.
The Audit Committee is responsible for the following:
With respect to Fund financial statements:
| A. | Reviewing and discussing the annual audited financial statements
and semiannual financial statements with Fund management and the
independent auditors including major issues regarding accounting
and auditing principles and practices, and the Funds
disclosures in its periodic reports under
Managements Discussion and Analysis. |
| --- | --- |
| B. | Requiring the independent auditors to deliver to the Chairman of
the Audit Committee a timely report on any issues relating to
the significant accounting policies, management judgments and
accounting estimates or other matters that would need to be
communicated under Statement on Auditing Standards (sas)
No. 90, Audit Committee Communications (which amended sas
No. 61, Communication with Audit Committees), that arise
during the auditors review of the Funds financial
statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as
deemed necessary or appropriate in the Chairmans judgment. |
| C. | Discussing with management the Funds press releases
regarding financial results and dividends, as well as financial
information and earnings guidance provided to analysts and
rating agencies. This discussion may be done generally,
consisting of discussing the types of information to be
disclosed and the types of presentations to be made. The
Chairman of the Audit Committee shall be authorized to have
these discussions with management on behalf of the Audit
Committee. |
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| D. | Discussing with management and the independent auditors
(a) significant financial reporting issues and judgments
made in connection with the preparation and presentation of the
Funds financial statements, including any significant
changes in the Funds selection or application of
accounting principles and any major issues as to the adequacy of
the Funds internal controls and any special audit steps
adopted in light of material control deficiencies; and
(b) analyses prepared by Fund management and/or the
independent auditor setting forth significant financial
reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of
the effects of alternative gaap methods on the financial
statements. |
| --- | --- |
| E. | Discussing with management and the independent auditors the
effect of regulatory and accounting initiatives on the
Funds financial statements. |
| F. | Reviewing and discussing reports, both written and oral, from
the independent auditors and/or Fund
management regarding (a) all critical accounting policies
and practices to be used; (b) all alternative treatments of
financial information within generally accepted accounting
principles that have been discussed with management,
ramifications of the use of such alternative treatments and
disclosures, and the treatment preferred by the independent
auditors; and (c) other material written communications
between the independent auditors and management, such as any
management letter or schedule of unadjusted differences. |
| G. | Discussing with Fund management the Funds major financial
risk exposures and the steps management has taken to monitor and
control these exposures, including the Funds risk
assessment and risk management policies and guidelines. In
fulfilling its obligations under this paragraph, the Audit
Committee may review in a general manner the processes other
Board committees have in place with respect to risk assessment
and risk management. |
| H. | Reviewing disclosures made to the Audit Committee by the
Funds principal executive officer and principal financial
officer during their certification process for the Funds
periodic reports about any significant deficiencies in the
design or operation of internal controls or material weaknesses
therein and any fraud involving management or other employees
who have a significant role in the Funds internal
controls. In fulfilling its obligations under this paragraph,
the Audit Committee may review in a general manner the processes
other Board committees have in place with respect to
deficiencies in internal controls, material weaknesses, or any
fraud associated with internal controls. |
With respect to the independent auditors:
| A. | Selecting, appointing, retaining or replacing the independent
auditors, subject, if applicable, only to Board and shareholder
ratification; and compensating, evaluating and overseeing the
work of the independent auditor (including the resolution of
disagreements between Fund management and the independent
auditor regarding financial reporting). |
| --- | --- |
| B. | Meeting with the independent auditors and Fund management to
review the scope, fees, audit plans and staffing for the audit,
for the current year. At the conclusion of the audit, reviewing
such audit results, including the independent auditors |
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evaluation of the Funds financial and internal controls, any comments or recommendations of the independent auditors, any audit problems or difficulties and managements response, including any restrictions on the scope of the independent auditors activities or on access to requested information, any significant disagreements with management, any accounting adjustments noted or proposed by the auditor but not made by the Fund, any communications between the audit team and the audit firms national office regarding auditing or accounting issues presented by the engagement, any significant changes required from the originally planned audit programs and any adjustments to the financial statements recommended by the auditors.
| C. | Pre-approving all audit services and permitted non-audit
services, and the terms thereof, to be performed for the Funds
by their independent auditors, subject to the de minimis
exceptions for non-audit services described in Section 10a
of the Exchange Act that the Audit Committee approves prior to
the completion of the audit, in accordance with any policies or
procedures relating thereto as adopted by the Board or the Audit
Committee. The Chairman of the Audit Committee shall be
authorized to give pre-approvals of such non-audit services on
behalf of the Audit Committee. |
| --- | --- |
| D. | Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may
be amended, restated, modified or replaced) regarding
(a) the independent auditors internal quality-control
procedures; (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the
firm, or by any inquiry or investigation by governmental or
professional authorities within the preceding five years,
respecting one or more independent audits carried out by the
firm; (c) any steps taken to deal with any such issues; and
(d) all relationships between the independent auditor and
the Funds and their affiliates, in order to assist the Audit
committee in assessing the auditors independence. After
reviewing the foregoing report[s] and the independent
auditors work throughout the year, the Audit Committee
shall be responsible for evaluating the qualifications,
performance and independence of the independent auditor and
their compliance with all applicable requirements for
independence and peer review, and a review and evaluation of the
lead partner, taking into account the opinions of Fund
management and the internal auditors, and discussing such
reports with the independent auditors. The Audit Committee shall
present its conclusions with respect to the independent auditor
to the Board. |
| E. | Reviewing any reports from the independent auditors mandated by
Section 10a(b) of the Exchange Act regarding any illegal
act detected by the independent auditor (whether or not
perceived to have a material effect on the Funds financial
statements) and obtaining from the independent auditors any
information about illegal acts in accordance with
Section 10a(b). |
| F. | Ensuring the rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the
audit partner responsible for reviewing the audit as required by
law, and further considering the rotation of the independent
auditor firm itself. |
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| G. | Establishing and recommending to the Board for ratification
policies for the Funds, Fund management or the Fund
advisers hiring of employees or former employees of the
independent auditor who participated in the audits of the Funds. |
| --- | --- |
| H. | Taking, or recommending that the Board take, appropriate action
to oversee the independence of the outside auditor. |
With respect to any internal auditor:
| A. | Reviewing the proposed programs of the internal auditor for the
coming year. It is not the obligation or responsibility of the
Audit Committee to confirm the independence of any Nuveen
internal auditors performing services relating to the Funds or
to approve any termination or replacement of the Nuveen Manager
of Internal Audit. |
| --- | --- |
| B. | Receiving a summary of findings from any completed internal
audits pertaining to the Funds and a progress report on the
proposed internal audit plan for the Funds, with explanations
for significant deviations from the original plan. |
With respect to pricing and valuation oversight:
| A. | The Board has responsibilities regarding the pricing of a
Funds securities under the 1940 Act. The Board has
delegated this responsibility to the Committee to address
valuation issues that arise between Board meetings, subject to
the Boards general supervision of such actions. The
Committee is primarily responsible for the oversight of the
Pricing Procedures and actions taken by the internal Valuation
Group (Valuation Matters). The Valuation Group will
report on Valuation Matters to the Committee and/or the
Board of Directors/Trustees, as appropriate. |
| --- | --- |
| B. | Performing all duties assigned to it under the Funds
Pricing Procedures, as such may be amended from time to time. |
| C. | Periodically reviewing and making recommendations regarding
modifications to the Pricing Procedures as well as consider
recommendations by the Valuation Group regarding the Pricing
Procedures. |
| D. | Reviewing any issues relating to the valuation of a Funds
securities brought to the Committees attention, including
suspensions in pricing, pricing irregularities, price overrides,
self-pricing, nav errors and corrections thereto, and other
pricing matters. In this regard, the Committee should consider
the risks to the Funds in assessing the possible resolutions of
these Valuation Matters. |
| E. | Evaluating, as it deems necessary or appropriate, the
performance of any pricing agent and recommend changes thereto
to the full Board. |
| F. | Reviewing any reports or comments from examinations by
regulatory authorities relating to Valuation Matters of the
Funds and consider managements responses to any such
comments and, to the extent the Committee deems necessary or
appropriate, propose to management and/or the
full Board the modification of the Funds policies and
procedures relating to such matters. The Committee, if deemed
necessary or desirable, may also meet with regulators. |
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| G. | Meeting with members of management of the Funds, outside
counsel, or others in fulfilling its duties hereunder, including
assessing the continued appropriateness and adequacy of the
Pricing Procedures, eliciting any recommendations for
improvements of such procedures or other Valuation Matters, and
assessing the possible resolutions of issues regarding Valuation
Matters brought to its attention. |
| --- | --- |
| H. | Performing any special review, investigations or oversight
responsibilities relating to Valuation as requested by the Board
of Directors/Trustees. |
| I. | Investigating or initiating an investigation of reports of
improprieties or suspected improprieties in connection with the
Funds policies and procedures relating to Valuation
Matters not otherwise assigned to another Board committee. |
Other responsibilities:
| A. | Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
advisers counsel and independent counsel to the Board
legal matters that may have a material impact on the Funds
financial statements or compliance policies. |
| --- | --- |
| B. | Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related
to the Funds. |
| C. | Reviewing with the independent auditors, with any internal
auditor and with Fund management, the adequacy and effectiveness
of the accounting and financial controls of the Funds, and
eliciting any recommendations for the improvement of internal
control procedures or particular areas where new or more
detailed controls or procedures are desirable. Particular
emphasis should be given to the adequacy of such internal
controls to expose payments, transactions or procedures that
might be deemed illegal or otherwise improper. |
| D. | Reviewing the reports of examinations by regulatory authorities
as they relate to financial statement matters. |
| E. | Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that
raises material issues regarding the Funds financial
statements or accounting policies. |
| F. | Obtaining reports from management with respect to the
Funds policies and procedures regarding compliance with
applicable laws and regulations. |
| G. | Reporting regularly to the Board on the results of the
activities of the Audit Committee, including any issues that
arise with respect to the quality or integrity of the
Funds financial statements, the Funds compliance
with legal or regulatory requirements, the performance and
independence of the Funds independent auditors, or the
performance of the internal audit function. |
| H. | Performing any special reviews, investigations or oversight
responsibilities requested by the Board. |
| I. | Reviewing and reassessing annually the adequacy of this charter
and recommending to the Board approval of any proposed changes
deemed necessary or advisable by the Audit Committee. |
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| J. | Undertaking an annual review of the performance of the Audit
Committee. |
| --- | --- |
| K. | Establishing procedures for the receipt, retention and treatment
of complaints received by the Funds regarding accounting,
internal accounting controls or auditing matters, and the
confidential, anonymous submission of concerns regarding
questionable accounting or auditing matters by employees of Fund
management, the investment adviser, administrator, principal
underwriter, or any other provider of accounting related
services for the Funds, as well as employees of the Funds. |
Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Funds financial statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to ensure compliance with laws and regulations.
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Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NAN0410
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| ● | 1. | 3 EASY WAYS TO VOTE YOUR PROXY Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions. |
|---|---|---|
| Nuveen Investments 333 West Wacker Dr. Chicago IL 60606 www.nuveen.com 999 999 999 999 99 | 2. 3. | On the Internet at www.proxyweb.com , and |
| follow the simple instructions. Sign, Date and Return this proxy card using the enclosed postage-paid envelope. | ||
| FUND NAME PRINTS HERE COMMON SHARES | THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, APRIL 6, 2010 |
The Annual Meeting of shareholders will be held Tuesday, April 6, 2010 at 10:00 a.m. Central time, in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on April 6, 2010, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT (888) 221-0697 OR OVER THE INTERNET ( www.proxyweb.com ).
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| NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN
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In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares will be voted FOR each proposal.
| ¯ | |
|---|---|
| PLEASE DO NOT USE FINE POINT PENS. | ¯ |
| 1(a) | Election of Board Members: Class I: (01) Judith M. Stockdale (02) Carole E. Stone | FOR NOMINEES listed
at left (except as marked to the contrary) | WITHHOLD AUTHORITY to vote for all nominees listed at
left | |
| --- | --- | --- | --- | --- |
| | | o | o | |
| | (INSTRUCTION: To withhold authority to vote for any
individual nominee(s), write the number(s) of the nominee(s) on the line provided above.) | FOR | AGAINST | ABSTAIN |
| 4. | To transact such other
business as may properly
come before the Annual
Meeting. | | | |
PLEASE SIGN ON REVERSE SIDE
¯ ¯
Folio /Folio
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| ● | 1. | 3 EASY WAYS TO VOTE YOUR PROXY Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions. |
|---|---|---|
| Nuveen Investments 333 West Wacker Dr. Chicago IL 60606 www.nuveen.com 999 999 999 999 99 | 2. 3. | On the Internet at www.proxyweb.com , and |
| follow the simple instructions. Sign, Date and Return this proxy card using the enclosed postage-paid envelope. | ||
| FUND NAME PRINTS HERE PREFERRED SHARES | THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, APRIL 6, 2010 |
The Annual Meeting of shareholders will be held Tuesday, April 6, 2010 at 10:00 a.m. Central time, in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on April 6, 2010, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT (888) 221-0697 OR OVER THE INTERNET ( www.proxyweb.com ).
| ¯ |
| --- |
| SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT. (Please sign in Box.) |
| NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN
ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. |
¯ ¯ NAN-NXK-NKO-NRK
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PAGEBREAK
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares will be voted FOR each proposal.
| ¯ | |
|---|---|
| PLEASE DO NOT USE FINE POINT PENS. | ¯ |
| 1(a) | Election of Board Members: Class I: (01) Judith M. Stockdale (02) Carole E. Stone | FOR NOMINEES listed
at left (except as marked to the contrary) | WITHHOLD AUTHORITY to vote for all nominees listed at
left | |
| --- | --- | --- | --- | --- |
| | | o | o | |
| | (INSTRUCTION: To withhold
authority to vote for any
individual nominee(s), write the number(s) of
the nominee(s) on the
line provided above.) | FOR | AGAINST | ABSTAIN |
| 4. | To transact such other business as may properly come before the Annual Meeting. | | | |
| PLEASE SIGN ON REVERSE SIDE | | | | |
¯ ¯
Folio /Folio
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