NUVEEN NEW YORK QUALITY MUNICIPAL INCOME FUND

Regulatory Filings • Mar 2, 2009

PRE 14A 1 c49698apre14a.htm PRELIMINARY PROXY STATEMENT pre14a PAGEBREAK

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:

þ	Preliminary Proxy Statement.
o	Confidential, for Use of the Commission Only (as permitted by
Rule 14a- 6(e)(2) ) .
o	Definitive Proxy Statement.
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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)

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Important Notice to Fund Shareholders

MARCH , 2009

Although we recommend that you read the complete Proxy Statement, for your convenience, we have provided a brief overview of the issues to be voted on.

Q.	Why am I receiving this Proxy Statement?
A.	You are receiving this Proxy Statement as a Fund shareholder in
connection with the annual shareholders meeting for the Nuveen
closed-end funds listed at the top of the Notice of Annual
Meeting of Shareholders.
	You are being asked to vote on a number of important matters:
	(i) Updated Investment Policies (all Municipal Funds (as
defined in the Proxy Statement), excluding insured funds) .
Nuveen’s municipal closed-end funds are seeking to adopt a
uniform, “up to date” set of investment policies (the
“New Investment Policies”). In general, these funds
currently have a somewhat diverse set of policies, reflecting
when the funds were launched over the past 20 years as well
as developments over time in the municipal market, including new
types of securities as well as investment strategies.
	(ii) Elimination of Fundamental Investment Policies and
Approval of New Fundamental Investment Policy (all Municipal
Funds, excluding insured funds) . Fund shareholders are being
asked to approve the elimination of certain fundamental
investment policies and/or to approve a new fundamental policy
or policies. These changes are designed to give the Funds
important flexibility to respond to on-going developments in the
bond market while maintaining their current focus on municipal
bonds with solid credit ratings. In addition, the Funds are
seeking to adopt a uniform, “up to date” set of
investment policies.
	(iii) Approval of Fund Board Nominees (all
Funds) . Each year, you and other Fund shareholders must
approve the election of Board members to serve on your
Fund’s Board. This is a requirement for all funds that list
their common shares on a stock exchange. The Funds described in
this proxy statement are holding their annual shareholder
meetings at which Board members will be elected. The list of
specific nominees is contained in the enclosed proxy.
	Your Fund’s Board of Trustees/Directors, including your
Board’s independent members, unanimously recommends that
you vote FOR each proposal.
	Your vote is very important. We encourage you as a
shareholder to participate in your Fund’s governance by
returning your vote as soon as possible. If enough shareholders
don’t cast their votes, your Fund may not be able to hold
its meeting or the vote on each issue, and will be required to
incur additional solicitation costs in order to obtain
sufficient shareholder participation.
Q.	What are the potential benefits of the New Investment
Policies for common shareholders of the Municipal Funds?
A.	The potential benefits to common shareholders are:
	Enhanced ability of the Municipal Funds to generate attractive
tax-free income while retaining their orientation on investment
grade quality municipal securities;

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| | Increased flexibility in diversifying portfolio risks and
managing duration (the sensitivity of bond prices to interest
rate changes) to pursue the preservation and possible growth of
capital, which, if successful, will help to sustain and build
net asset value; and |
| --- | --- |
| | Improved secondary market competitiveness that may lead to a
higher relative market price and/or stronger premium/discount
performance. |
| Q. | What are the potential benefits of the New Investment
Policies for preferred shareholders of the Municipal Funds? |
| A. | The potential benefits to preferred shareholders are increased
flexibility in diversifying portfolio risks and managing
duration (the sensitivity of bond prices to interest rate
changes) to pursue the preservation and possible growth of
capital, which, if successful, will help to sustain and build
net asset value and therefore asset coverage levels for
preferred shares. |
| Q. | What actions are required in order to implement the New
Investment Policies? |
| | In order to implement the New Investment Policies and obtain the
potential benefits described above, each Municipal Fund must
make certain changes to its existing policies, including certain
fundamental policies that require approval of shareholders. In
some cases, this may require shareholder approval of the
elimination of an existing fundamental policy as well as the
implementation of a new replacement fundamental policy. Because
each Municipal Fund tends to be situated somewhat differently,
the specific changes required to implement the New Investment
Policies often vary from fund to fund. |
| Q. | Why are shareholders of the Municipal Funds, excluding
insured funds, being asked to approve the elimination of
fundamental investment policies and/or to approve a new
fundamental investment policy or policies? |
| A. | As a result of conditions facing the bond market, shareholders
are being asked to approve the elimination of certain
fundamental investment policies that are restricting, or may be
expected in the future to restrict, each Municipal Fund’s
ability to effectively maintain its existing focus on bonds
backed with solid credit ratings. In connection with eliminating
the fundamental investment policies, shareholders or certain
Municipal Funds are being asked to approve a new fundamental
investment policy that will provide the Municipal Funds with
flexibility to respond to on-going developments in the bond
market, while ensuring that the Municipal Funds continue to
invest substantially all (at least 80%) of their investments in
municipal bonds with solid credit ratings. |
| Q. | What happens if shareholders don’t approve the
elimination of the fundamental investment policies and/or
don’t approve the new fundamental investment policy or
policies? |
| A. | A Municipal Fund will not be able to implement the New
Investment Policies discussed above. The Municipal Fund would
likely incur further expenses to solicit additional shareholder
participation, and may experience potential disruptions to its
investment operations. The Municipal Funds’ Boards urge you
to vote without delay in order to avoid the potential for higher
costs and/or disruptions to portfolio operations. |
| Q. | Who do I call if I have questions? |
| A. | If you need any assistance, or have any questions regarding the
proposals or how to vote your shares, please call Computershare
Fund Services, your Fund proxy solicitor, at (866) 434-7510. Please have your proxy material available when you call. |

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Q.	How do I vote my shares?
A.	You can vote your shares by completing and signing the enclosed
proxy card, and mailing it in the enclosed postage-paid
envelope. Alternatively, you may vote by telephone by calling
the toll-free number on the proxy card or by computer by going
to the Internet address provided on the proxy card and following
the instructions, using your proxy card as a guide.
Q.	Will anyone contact me?
A.	You may receive a call from Computershare Fund Services,
the proxy solicitor hired by your Fund, to verify that you
received your proxy materials, to answer any questions you may
have about the proposals and to encourage you to vote your proxy.
	We recognize the inconvenience of the proxy solicitation process
and would not impose on you if we did not believe that the
matters being proposed were important and in the best interests
of the Fund’s shareholders. Once your vote has been
registered with the proxy solicitor, your name will be removed
from the solicitor’s follow-up contact list.

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333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787

Notice of Annual Meeting of Shareholders May 6, 2009

March , 2009

Nuveen New York Dividend Advantage Municipal Fund (NAN)

Nuveen New York Dividend Advantage Municipal Fund 2 (NXK)

Nuveen New York Investment Quality Municipal Fund, Inc. (NQN)

Nuveen New York Municipal Value Fund, Inc. (NNY)

Nuveen New York Performance Plus Municipal Fund, Inc. (NNP)

Nuveen New York Quality Income Municipal Fund, Inc. (NUN)

Nuveen New York Select Quality Municipal Fund, Inc. (NVN)

Nuveen Insured New York Dividend Advantage Municipal Fund (NKO)

Nuveen Insured New York Premium Income Municipal Fund, Inc. (NNF)

Nuveen Insured New York Tax-Free Advantage Municipal Fund (NRK)

Nuveen 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 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 Wednesday, May 6, 2009, 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:

1. To elect Members to the Board of Directors/Trustees (each a “Board” and each Director or Trustee a “Board Member”) of each Fund as outlined below:

a. For each Massachusetts Business Trust, except Insured New York Dividend, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Global Government, Global Value and Multi-Currency, to elect four (4) Board Members.

| i) | two (2) Class III Board Members to be elected by the
holders of Common Shares and FundPreferred Shares for Quality
Preferred, Quality Preferred 2, Quality Preferred 3, Real
Estate, Diversified Dividend, Tax-Advantaged, Multi-Strategy and
Multi-Strategy 2; and Municipal Auction Rate Cumulative
Preferred Shares for each other Fund (collectively,
“Preferred Shares”), voting together as a single
class; and |
| --- | --- |
| ii) | two (2) Board Members to be elected by the holders of
Preferred Shares only, voting separately as a single class. |

b. For Insured New York Dividend, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Global Government, Global Value and Multi-Currency to elect three (3) Class III Board Members.

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c. 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. |

d. For New York Value, to elect three (3) Class III Board Members.

| 2. | To approve the elimination of fundamental investment policies and/or to
approve the new fundamental investment policy or policies for
New York Dividend, New York Dividend 2, New York Investment
Quality, New York Value, New York Performance Plus, New York
Quality and New York Select. |
| --- | --- |
| 3. | To transact such other business as may properly come before the
Annual Meeting. |

Shareholders of record at the close of business on March 9, 2009 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 , 2009

This Joint Proxy Statement is first being mailed to shareholders on or

about March 9, 2009.

Nuveen New York Dividend Advantage Municipal Fund (NAN)

Nuveen New York Dividend Advantage Municipal Fund 2 (NXK)

Nuveen New York Investment Quality Municipal Fund, Inc. (NQN)

Nuveen New York Municipal Value Fund, Inc. (NNY)

Nuveen New York Performance Plus Municipal Fund, Inc. (NNP)

Nuveen New York Quality Income Municipal Fund, Inc. (NUN)

Nuveen New York Select Quality Municipal Fund, Inc. (NVN)

Nuveen Insured New York Dividend Advantage Municipal Fund (NKO)

Nuveen Insured New York Premium Income Municipal Fund, Inc. (NNF)

Nuveen Insured New York Tax-Free Advantage Municipal Fund (NRK)

Nuveen 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 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 Wednesday, May 6, 2008, 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 and FOR the elimination of the fundamental investment policies and the approval of the new fundamental investment policies for New York Dividend, New York Dividend 2, New York Investment Quality, New York Value, New York Performance Plus, New York Quality and New York Select. 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 III Board Members by all shareholders
(except Core Equity, Equity Premium, Equity Premium Opportunity,
Equity Premium Advantage, Equity Premium Income, Global
Government, Global Value and Multi-Currency). | X | X |
| 1(a)(ii) | For each Massachusetts Business Trust, election of two
(2) Board Members by Preferred Shares only (except Insured
New York Dividend, Core Equity, Equity Premium, Equity Premium
Opportunity, Equity Premium Advantage, Equity Premium Income,
Global Government, Global Value and Multi-Currency). | | X |
| 1(b) | For Insured New York Dividend, Core Equity, Equity Premium,
Equity Premium Opportunity, Equity Premium Advantage, Equity
Premium Income, Global Government, Global Value and
Multi-Currency, election of three (3) Class III Board
Members by all shareholders. | X | N/A |
| 1(c)(i) | For each Minnesota Corporation, election of seven (7) Board
Members by all shareholders (except New York Value). | X | X |
| 1(c)(ii) | For each Minnesota Corporation, election of
two (2) Board Members by Preferred Shares only (except
New York Value). | | X |
| 1(d) | For New York Value, election of three (3) Class III
Board Members by all shareholders. | X | N/A |
| 2. | For New York Dividend, New York Dividend 2, New York Investment
Quality, New York Value, New York Performance Plus, New York
Quality and New York Select, to approve the elimination of
fundamental investment policies and/or to approve a new
fundamental investment policy or policies. | X | X |
| 2(a) | For New York Dividend, New York Dividend 2, New York Value and
New York Performance Plus, to approve the elimination of
fundamental investment policies relating to investments in
municipal securities and below investment grade securities. | X | X |

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| Matter | | Common Shares | Preferred
Shares (1) |
| --- | --- | --- | --- |
| 2(b) | For New York Dividend, New York Dividend 2, New York Value
and New York Performance Plus, to approve the new fundamental
investment policy relating to investments in municipal
securities. | X | X |
| 2(c) | For New York Investment Quality, New York Value, New York
Performance Plus, New York Quality and New York Select, to
approve the elimination of fundamental investment policies
relating to commodities. | X | X |
| 2(d) | For New York Dividend, New York Dividend 2, New York Investment
Quality, New York Value, New York Performance Plus, New York
Quality and New York Select, to approve the new fundamental
investment policy relating to commodities. | X | X |
| 2(e) | For New York Investment Quality, New York Value, New York
Performance Plus, New York Quality and New York Select, to
approve the elimination of fundamental investment policies
relating to derivatives and short sales. | X | X |
| 2(f) | For New York Investment Quality, New York Value, New York
Performance Plus, New York Quality and New York Select, to
approve the elimination of the fundamental investment policy
prohibiting investment in other investment companies. | X | X |

(1) FundPreferred shares for Real Estate, Diversified Dividend, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Tax-Advantaged, Multi-Strategy and Multi-Strategy 2; and Municipal Auction Rate Cumulative Preferred Shares (“MuniPreferred”) for each other Fund are referred to as “Preferred Shares.”

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 Insured New York Dividend, Core Equity, Equity Premium, Equity Premium Opportunity, Equity Premium Advantage, Equity Premium Income, Global Government, Global Value, Multi-Currency, Tax-Advantaged Dividend 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

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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. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the new fundamental investment policies for New York Dividend, New York Dividend 2, New York Investment Quality, New York Value, New York Performance Plus, New York Quality and New York Select, a change will only be consummated if approved by the affirmative vote of the holders of a majority of the outstanding shares of a Fund’s common stock and Preferred Shares, voting together as a single class and for the Preferred Shares, voting as a separate class, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) as (a) 67% or more of the voting securities present at the Annual Meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (b) more than 50% of the outstanding voting securities, whichever is less. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the new fundamental investment policies, absentions and broker non-votes will have the same effect as shares voted against the proposal.

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 March 9, 2009 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional vote held. As of March 9, 2009, 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 | [2,760] |
| --- | --- | --- | --- | --- |
| New York Dividend 2 | NXK | [6,495,716] | Series W | [1,880] |
| New York Investment Quality | NQN | [17,601,933] | Series M | [960] |
| | | | Series T | [2,400] |
| | | | Series F | [2,400] |
| New York Value | NNY | [15,120,364] | N/A | |
| New York Performance Plus | NNP | [15,067,371] | Series M | [1,600] |
| | | | Series T | [800] |
| | | | Series W | [2,000] |
| | | | Series F | [572] |

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| Fund — New York Quality | Ticker
Symbol (1) — NUN | [23,904,439] | Preferred Shares — Series M | [2,200] |
| --- | --- | --- | --- | --- |
| | | | Series W | [2,200] |
| | | | Series TH | [2,400] |
| | | | Series F | [1,080] |
| New York Select | NVN | [23,310,802] | Series T | [1,720] |
| | | | Series W | [2,400] |
| | | | Series TH | [3,600] |
| Insured New York Dividend | NKO | [7,964,131] | N/A | |
| Insured New York Premium | NNF | [8,329,215] | Series M | [1,320] |
| | | | Series T | [1,280] |
| Insured New York Tax-Free | NRK | [3,513,360] | Series TH | [1,080] |
| Core Equity | JCE | [16,443,986] | N/A | |
| Real Estate | JRS | [28,302,032] | Series M | [1,104] |
| | | | Series T | [1,104] |
| | | | Series W | [1,104] |
| | | | Series TH | [1,264] |
| | | | Series F | [1,104] |
| Diversified Dividend | JDD | [20,202,819] | Series T | [2,400] |
| | | | Series W | [2,400] |
| Equity Premium | JPG | [16,536,342] | N/A | |
| Equity Premium Advantage | JLA | [26,114,541] | N/A | |
| Equity Premium Income | JPZ | [38,682,087] | N/A | |
| Equity Premium Opportunity | JSN | [66,537,837] | N/A | |
| Quality Preferred | JTP | [64,567,649] | Series M | [3,520] |
| | | | Series T | [3,520] |
| | | | Series W | [3,520] |
| | | | Series TH | [3,520] |
| | | | Series F | [3,520] |
| Quality Preferred 2 | JPS | [119,845,699] | Series M | [4,800] |
| | | | Series T | [4,800] |
| | | | Series T2 | [4,000] |
| | | | Series W | [4,800] |
| | | | Series TH | [4,800] |
| | | | Series TH2 | [4,000] |
| | | | Series F | [4,800] |
| Quality Preferred 3 | JHP | [23,695,161] | Series M | [3,320 |
| | | | Series TH | [3,320] |
| Tax-Advantaged | JTA | [13,958,267] | Series W | [1,800] |
| Tax-Advantaged Dividend | JTD | [14,758,340 | N/A | |
| Global Government | JGG | [9,330,610] | N/A | |
| Global Value | JGV | [19,355,240] | N/A | |
| Multi-Currency | JGT | [44,467,793] | N/A | |

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| Fund — Multi-Strategy | Ticker
Symbol (1) — JPC | [99,403,528] | Preferred Shares — Series M | [3,020] |
| --- | --- | --- | --- | --- |
| | | | Series T | [3,020] |
| | | | Series W | [3,020] |
| | | | Series TH | [3,020] |
| | | | Series F | [3,020] |
| | | | Series F2 | [3,020] |
| Multi-Strategy 2 | JQC | [139,731,300] | Series M | [3,860] |
| | | | Series M2 | [3,860] |
| | | | Series T | [3,860] |
| | | | Series T2 | [3,860] |
| | | | Series W | [3,860] |
| | | | Series W2 | [3,860] |
| | | | Series TH | [3,860] |
| | | | Series TH2 | [3,860] |
| | | | Series F | [3,860] |
| | | | Series F2 | [3,860] |

(1) The common shares of all of the Funds are listed on the New York Stock Exchange, except NXK, NRK, NVG and JRS, which are listed on the NYSE Alternext US, formerly the American Stock Exchange.

1. Election of Board Members

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 Insured New York Dividend, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Global Government, Global Value and Multi-Currency, 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 Insured New York Dividend, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Global Government, Global Value and Multi-Currency):

(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 Bremner and Evans have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Amboian, Kundert, Stockdale, Stone and Toth are current and continuing Board Members. Board Members Stockdale and Stone have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2010

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or until their successors have been duly elected and qualified. 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.

(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 Insured New York Dividend, Core Equity, Equity Premium, Equity Premium Advantage, Equity Premium Income, Equity Premium Opportunity, Global Government, Global Value and Multi-Currency:

(i) three (3) Board Members are to be elected by all shareholders. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Amboian, Hunter, Kundert, Stockdale, Stone and Toth are current and continuing Board Members. Board Members Hunter, Stockdale and Stone have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified. Board Members 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.

Minnesota Corporations

At the Annual Meeting of each Minnesota Corporation, Board Members are to be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified. Under the terms of each Minnesota Corporation’s organizational documents (except New York Value), under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Pursuant to the organizational documents of New York Value, the Board is divided into three classes, with each class being elected to serve until the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. For New York Value, three (3) Board Members are nominated to be elected at this meeting.

c. 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. |
| --- | --- |
| (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. |

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d. For New York Value: three (3) Board Members are to be elected by all shareholders. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Amboian, Hunter, Kundert, Stockdale, Stone and Toth are current and continuing Board Members. Board Members Hunter, Stockdale and Stone have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified. Board Members 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.

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 Fund’s present Board.

For each Massachusetts Business Trust except 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 Fund’s 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 Fund’s Board as Class II Board Members at the annual meeting of shareholders held on June 30, 2008 and adjourned to July 29, 2008. Board Members Stockdale and Stone were last elected to each Fund’s, Board as Class I Board Members at the annual meeting of shareholders held on April 4, 2007. Board Members Bremner, Evans and Schneider were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on March 29, 2006.

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 Member Hunter was last elected to each Fund’s Board as a Class I Board Member at the annual meeting of shareholders held on June 30, 2008.

For each Minnesota Corporation, except for New York Value, New York Investment Quality, New York Quality, New York Select and Insured New York Premium, all Board Member nominees were last elected to each Fund’s Board at the annual meeting of shareholders held on June 30, 2008. For New York Investment Quality, New York Quality, New York Select and Insured New York Premium, all Board Member nominees were last elected to each Fund’s Board at the annual meeting of shareholders held on June 30, 2008 and adjourned to July 29, 2008.

For New York Value, 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. Board Members Stockdale and Stone were last elected as Class I Board Members of the Board of New York Value at the annual meeting of shareholders held on April 4, 2007.

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Other than Mr. Amboian (for all Funds), all Board Member nominees are not “interested persons,” as defined in the 1940 Act, of the Funds or the Adviser and have never been an employee or director of Nuveen Investments, Inc. (“Nuveen”), the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”

The Board unanimously recommends that shareholders vote FOR the election of the nominees.

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.	193	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 Vice Chairman, United
Fire Group, a publicly held company; Member of the Board of
Regents for the State of Iowa University System; Director,
Gazette Companies; Life Trustee of Coe College and Iowa College
Foundation; Member of the Advisory Council of the Department of
Finance in the Tippie College of Business, University of Iowa;
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.	193	See Principal Occupation Description
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 July
2006); Director, Credit Research Center at Georgetown
University; Director (since 2004) of Xerox Corporation, a
publicly held company; formerly, (2003-2006), Dean and
Distinguished Professor of Finance, School of Business at the
University of Connecticut; formerly, Senior Vice President and
Director of Research at the Federal Reserve Bank of Chicago
(1995--2003); formerly, Director, SS&C Technologies, Inc.
(May 2005-October 2005).	193	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
David J.
Kundert (2) 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.	193	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, formerly, Senior Partner and Chief Operating Officer
(retired, 2004) of Miller-Valentine Partners Ltd., a real estate
investment company; Director, Dayton Development Coalition;
formerly, member, Business Advisory Council, Cleveland Federal
Reserve Bank.	193	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).	193	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, 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).	193	See Principal Occupation Description
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	Private Investor (since 2007); 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 Japan Board (2004-2007), Northern
Trust Securities Inc. Board (2003-2007) and Northern Trust Hong
Kong Board (1997-2004).	193	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
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, Rittenhouse Asset
Management, Nuveen Investments Advisers, Inc. formerly,
President (1999-2004) of Nuveen Advisory Corp. and Nuveen
Institutional Advisory
Corp. (3)	193	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
Fund’s adviser. |
| (3) | Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. were reorganized into Nuveen Asset
Management, effective January 1, 2005. |

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, 2008 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, 2008 is set forth in Appendix A. On December 31, 2008, Board Members and executive officers as a group beneficially owned approximately [1,700,000] shares of all funds managed by Nuveen Advisory Corp. (“NAM”) (including shares held by the Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveen’s 401(k)/profit sharing plan). [As of March 9, 2009, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each Fund.] [As of March 9, 2009, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.] [As of March 9, 2009, no shareholder beneficially owned more than 5% of any class of shares of any Fund.]

As a result of the transaction on November 13, 2007 in which Windy City Investments, Inc. (“Windy City”) acquired Nuveen, Mr. Amboian’s outstanding options to acquire shares of Nuveen common stock under various Nuveen stock option plans were cashed out and his outstanding shares of restricted stock (and deferred restricted stock) granted under Nuveen’s equity incentive plans became fully vested and were converted into the right to receive a cash payment. In connection with the transaction, Mr. Amboian paid $30 million to acquire interests in Windy City Investments Holdings, L.L.C., the parent company of Windy City.

Compensation

Effective January 1, 2008, for all funds in the Nuveen complex, Independent Board Members receive 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; (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

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person or $1,500 per meeting for 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 and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Independent Chairman receives $50,000 and the Lead Independent Director, if any, receives $35,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight committee receive $7,500 and the chairperson of the nominating and governance committee receives $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also receive a fee of $2,500 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 committee, however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser, on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount to be allocated to each fund. The Board Member affiliated with Nuveen and the Adviser serves without any compensation from the Funds.

The boards of certain Nuveen funds (the “Participating Funds”) established a Deferred Compensation Plan for Independent Board Members (“Deferred Compensation Plan”). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds.

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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 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| New York Dividend 2 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| New York Investment Quality | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| New York Value | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| New York Performance Plus | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| New York Quality | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| New York Select | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Insured New York Dividend | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |

| 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 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Insured New York Tax-Free | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Premier Insured | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Core Equity | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Real Estate | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Diversified Dividend | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Equity Premium | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Equity Premium Advantage | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Equity Premium Income | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |

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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 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Quality Preferred | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Quality Preferred 2 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Quality Preferred 3 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Tax-Advantaged | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Tax-Advantaged Dividend | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Global Government | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Global Value | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Multi-Currency | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Multi-Strategy | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Multi-Strategy 2 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
| Total Compensation from Nuveen Funds Paid to Board
Members/Nominees | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |

(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	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
New York Performance Plus	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
New York Quality Income	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
New York Select Quality	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Insured New York Dividend	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Premier Insured	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Core Equity Alpha	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Real Estate Income	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Diversified Dividend and Income	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]

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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 and Growth	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Equity Premium Advantage	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Equity Premium Income	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Equity Premium Opportunity	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Quality Preferred Income	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Quality Preferred Income 2	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Quality Preferred Income 3	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Tax-Advantaged Total Return Strategy	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Global Value Opportunities	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Multi-Currency Short-Term Government Income	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Multi-Strategy Income & Growth	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Multi-Strategy Income & Growth 2	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]

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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 B.

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 Fund’s 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 B.

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 B.

Each Fund’s Board has an audit committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds of the New York Stock Exchange [or the NYSE Alternext US, 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 firm’s 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 Alternext US, as applicable]. A copy of the Audit Committee Charter is attached as Appendix C. The number of audit committee meetings of each Fund held during its last fiscal year is shown in Appendix B.

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 Alternext US 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, except Mr. Kundert is not a member with respect to Real Estate and Diversified Dividend. The purpose of the nominating and governance committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to each Fund’s Board. In addition, the committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable. The committee operates under a written charter adopted and approved by the Boards of each Fund, a copy of which is available on the Funds’ website at www.nuveen.com/etf/products/fundgovernance.aspx. The number of nominating and governance committee meetings of each Fund held during its last fiscal year is shown in Appendix B.

The nominating and governance committee looks to many sources for recommendations of qualified candidates, including current Board Members, employees of the Adviser, current shareholders of the Funds, third party sources and any other persons or entities that may be deemed necessary or desirable by the committee. Shareholders of the Funds who wish to nominate a candidate to their Fund’s Board should mail information to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. This information must include evidence of Fund ownership of the person or entity recommending the candidate, a full listing of the proposed candidate’s education, experience, current employment, date of birth, names and addresses of at least three professional references, information as to whether the candidate is an “interested person” (as such term is defined in the 1940 Act) in relation to the Fund and such other information that would be helpful to the nominating and governance committee in evaluating the candidate. All satisfactorily completed information regarding candidates will be forwarded to the chairman of the nominating and governance committee and the outside counsel to the Independent Board Members. Recommendations for candidates to the Board will be evaluated in light of whether the number of Board members is expected to change and whether the Board expects any vacancies. All nominations from Fund shareholders will be acknowledged, although there may be times when the committee is not actively recruiting new Board members. In those circumstances nominations will be kept on file until active recruitment is under way.

The nominating and governance committee sets appropriate standards and requirements for nominations to the Board. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability and, if qualifying as an Independent Board Member candidate, independence from the Adviser or other service providers. These experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills and experience, in the aggregate. All candidates must meet high expectations of personal integrity, governance experience and professional competence that are assessed on the basis of personal interviews, recommendations, or direct knowledge by committee members. The committee may use any process it deems appropriate for the purpose of evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. There is no difference in the manner in which the nominating and governance committee evaluates candidates when the candidate is submitted by a shareholder. The nominating and governance committee reserves the right to make the final selection regarding the nomination of any prospective Board member.

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The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is shown in Appendix B. During the last fiscal year, each Board Member attended 75% or more of each Fund’s Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. The policy of the Board relating to attendance by Board Members at annual meetings of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund is posted on the Funds’ website at www.nuveen.com/etf/products/fundgovernance.aspx.

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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, formerly, Vice President 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)
and Nuveen Investments Advisers Inc. (since 2002); Managing
Director, Associate General Counsel and Assistant Secretary of
Rittenhouse Asset Management, Inc. and Symphony Asset Management
LLC (since 2003); Vice President and Assistant Secretary,
Tradewinds Global Investors, LLC and Santa Barbara Asset
Management LLC (since 2006), Nuveen HydePark Group, LLC and
Richards & Tierney, Inc. (since 2007); previously, Managing
Director (from 2002-2004), General Counsel and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp.(2); Chartered Financial Analyst.	193
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.	121

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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
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.	121
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.	193
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), formerly, Vice President of
Nuveen Investments, LLC; Managing Director of Nuveen Asset
Management; Managing Director (2004), formerly, Vice President
(1998-2004) of Nuveen Advisory Corp. and Nuveen Institutional
Advisory
Corp. (2)	193
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 1998), formerly,
Funds Controller of Nuveen Investments, Inc.; Certified Public
Accountant.	193
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; Vice President
(since 2006) and Assistant Secretary (since 2003) of Nuveen
Asset Management; formerly, Assistant Vice President and
Assistant Secretary of the Nuveen Funds (2003-2006).	193
David J. Lamb 333 West Wacker Drive Chicago, IL 60606
(3/22/63)	Vice President	Term: Annual Length of Service: Since 2000	Vice President of Nuveen Investments, LLC (since 2000);
Certified Public Accountant.	193
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606
(8/27/61)	Vice President	Term: Annual Length of Service: Since 2002	Vice President of Nuveen Investments, LLC (since 1999).	193

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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
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 (since 2000),
Assistant Secretary and Assistant General Counsel (since 1998)
of Rittenhouse Asset Management, Inc.; Vice President and
Assistant Secretary of Nuveen Investments Advisers Inc. (since
2002); 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 Richards &
Tierney, Inc. (since 2007); formerly, Vice President and
Assistant Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory
Corp. (2)	193

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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), Vice President (since 2007),
Nuveen Investments, LLC; Managing Director (since 2008), Vice
President and Assistant Secretary (since 2007), Nuveen Asset
Management, Rittenhouse Asset Management, Inc., 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 Richards & Tierney, Inc.;
Vice President and Assistant General Counsel, Nuveen
Investments, Inc. (since 2007); prior thereto, Partner, Bell,
Boyd & Lloyd LLP (1997-2007).	193
John V. Miller 333 West Wacker Drive Chicago, IL 60606
(4/10/67)	Vice President	Term: Annual Length of Service: Since 2007	Managing Director (since 2007), formerly, Vice President
(2002-2007) of Nuveen Investments, LLC; Chartered Financial
Analyst.	193
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)	193
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 (since 2005), formerly,
senior tax manager (since 2002).	193

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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 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); Vice President and Assistant General Counsel,
Nuveen Investments, Inc. (since 2008); prior thereto, Counsel,
Vedder Price P.C. (1997-2007).	193

| (1) | Length of Service indicates the
year the individual became an officer of a fund in the Nuveen
fund complex. |
| --- | --- |
| (2) | Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. were reorganized into Nuveen Asset
Management, effective January 1, 2005. |

1. Approval of the Elimination of Fundamental Investment Policies and/or Approval of the New Fundamental Policy or Policies for New York Dividend, New York Dividend 2, New York Investment Quality, New York Value, New York Performance Plus, New York Quality and New York Select (together, the “Municipal Funds,” and each a “Municipal Fund”)

The Municipal Funds have adopted certain fundamental investment policies relating to (i) investments in municipal securities and below investment grade securities, (ii) investments in other investment companies and (iii) investments in derivatives, short sales and commodities as described below (together, the “Current Fundamental Policies,” and each, a “Current Fundamental Policy”), that can only be changed by shareholder vote. The Current Fundamental Policies adopted by the Municipal Funds reflected industry and other market conditions present at the time of the inception of each Fund.

Nuveen’s municipal closed-end funds are seeking to adopt a uniform, “up to date” set of investment policies (the “New Investment Policies”). In general, the funds currently have a somewhat diverse set of policies, reflecting when the funds were launched over the past 20 years as well as developments over time in the municipal market, including new types of securities as well as investment strategies. The potential benefits to you as a fund shareholder of the New Investment Policies are:

| • | enhanced ability of the Municipal Funds to generate attractive
levels of tax-exempt income, while retaining the Municipal
Funds’ orientation on investment grade quality municipal
securities; |
| --- | --- |
| • | increased flexibility in diversifying portfolio risks and
managing duration (the sensitivity of bond prices to interest
rate changes) to pursue the preservation and possible growth of
capital, which, if successful, will help to sustain and build
common shareholder net asset value and asset coverage levels for
preferred shares; and |

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• improved secondary market competitiveness which may benefit common shareholders through higher relative market price and/or stronger premium/discount performance.

In order to implement the New Investment Policies, each Municipal Fund must make certain changes to its existing policies, including certain fundamental policies that require your vote of approval. In some cases, this may require your separate votes to approve the elimination of a Current Fundamental Policy as well as the implementation of a new, replacement fundamental policy (together, the “New Fundamental Policies” and each, a “New Fundamental Policy”). Because each Municipal Fund tends to be situated somewhat differently, the specific changes required to implement the New Investment Policies often vary from fund to fund.

The primary purposes of these changes are to provide the Municipal Funds with increased investment flexibility and to create consistent investment policies for all Nuveen municipal bond funds to promote operational efficiencies. Implementation of the New Fundamental Policy is contingent on shareholder approval of the elimination of the corresponding Current Fundamental Policy.

The Board has unanimously approved, and unanimously recommends the approval by shareholders of each Municipal Fund, the elimination of the Current Fundamental Policies of the Municipal Funds. In connection with eliminating the Current Fundamental Policies, the Board unanimously approved, and unanimously recommends the approval by shareholders of each Municipal Fund of the New Fundamental Policy or Policies, described below, as applicable. In addition, the Board has approved certain new non-fundamental policies, described below (the “New Non-Fundamental Policies”).

(a) Elimination of Fundamental Policies Relating to Investments in Municipal Securities and Below Investment Grade Securities (New York Dividend, New York Dividend 2, New York Value and New York Performance Plus)

The Current Fundamental Policies with respect to each named Municipal Fund’s investments in municipal securities and the ability to invest in below investment grade securities that are proposed to be eliminated are as follows:

New York Dividend

(i) The Fund will invest its net assets in a diversified portfolio of municipal bonds that are exempt from regular Federal, New York State and New York City income tax. Under normal market conditions, and except for the temporary investments described below, the Fund expects to be fully invested (at least 95% of its assets) in such tax-exempt municipal bonds.

(ii) The Fund will invest at least 80% of its net assets in investment grade quality municipal bonds rated as such at the time of investment.

(iii) The Fund may invest up to 20% of its net assets in municipal bonds that are, at the time of investment, rated Ba/BB or B by Moody’s, S&P or Fitch or that are unrated but judged to be of comparable quality by Nuveen Advisory.

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New York Dividend 2

(i) Under normal market conditions, the Fund will invest its net assets in a portfolio of municipal bonds that are exempt from regular federal, New York State and New York City income taxes. Under normal market conditions, the Fund expects to be fully invested in such tax-exempt municipal bonds.

New York Value

(i) The Fund invests substantially all of its assets in a diversified portfolio of long-term investment-grade quality New York Municipal Obligations. [The Fund] may invest no more than 20% of its net assets in below investment-grade or unrated obligations.

(ii) Except during temporary defensive periods, the Fund will, as a fundamental policy, invest 100% of its net assets in tax-exempt New York Municipal Obligations, of which 80% will be Municipal Obligations rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s or S&P.

(iii) The Fund may invest up to 20% of its net assets in unrated New York Municipal Obligations or in New York Municipal Obligations rated lower than the four highest grades, but no more than half of this amount (10% of the Fund’s net assets) will be invested in such lower rated New York Municipal Obligations.

New York Performance Plus

(i) Except to the extent that the Fund buys temporary investments as described below, the Fund will, as a fundamental policy, invest substantially all of its assets (more than 80%) in tax-exempt New York municipal bonds that are rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s Investors Services, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”), except that the Fund may invest up to 20% of its assets in unrated New York municipal bonds which, in Nuveen Advisory’s opinion, have credit characteristics equivalent to, and are of comparable quality to municipal bonds so rated.

(b) Approval of New Fundamental Policy Relating to Investments in Municipal Securities (New York Dividend, New York Dividend 2, New York Value and New York Performance Plus)

The following New Fundamental Policy will replace each Municipal Fund’s Current Fundamental Policies referenced in 2(a) above. Implementation of the following New Fundamental Policy by each Municipal Fund is contingent on shareholder approval of the elimination of each named Municipal Fund’s Current Fundamental Policy or Policies, as applicable. The proposed New Fundamental Policy or Policies with respect to each Fund’s investments in municipal securities is as follows:

New York Dividend, New York Dividend 2, New York Value and New York Performance Plus

(i) Under normal circumstances, the Fund will invest at least 80% of its net assets, including assets attributable to any principal amount of any borrowings (including the issuance of commercial paper or notes) or any preferred shares outstanding (“Managed

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Assets”) in municipal securities and other related investments, the income from which is exempt from regular federal [and state] income taxes.

In addition, the Board has adopted New Non-Fundamental Policies with respect to investing in investment grade securities for each Municipal Fund. The New Non-Fundamental Policies will be implemented upon the elimination of the Current Fundamental Policies described in 2a. above for the Municipal Funds that currently have different fundamental policies relating to investing in investment grade securities. The New Non-Fundamental Policies relating to investing in investment grade securities are as follows:

(i) Under normal circumstances, the Fund will invest at least 80% of its Managed Assets in investment grade securities that, at the time of investment, are rated within the four highest grades (Baa or BBB or better) by at least one nationally recognized statistical rating organization or are unrated but judged to be of comparable quality by the Fund’s investment adviser (“NAM”).

(ii) The Fund may invest up to 20% of its Managed Assets in municipal securities that at the time of investment are rated below investment grade or are unrated but judged to be of comparable quality by NAM.

(iii) No more than 10% of the Fund’s Managed Assets may be invested in municipal securities rated below B3/B- or that are unrated but judged to be of comparable quality by NAM.

Related to these changes, the Board of each Municipal Fund has also amended and standardized the description of “municipal securities” or “municipal obligations” in which a Municipal Fund may invest to include various types of municipal securities. The new description, tailored as appropriate to each Municipal Fund, generally provides:

The Fund may invest in various municipal securities, including municipal bonds and notes, other securities issued to finance and refinance public projects, and other related securities and derivative instruments creating exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from federal [and State] income tax[es] (“Municipal Obligations”). Municipal Obligations are generally debt obligations issued by state and local governmental entities and may be issued by U.S. territories to finance or refinance public projects such as roads, schools, and water supply systems. Municipal Obligations may also be issued for private activities, such as housing, medical and educational facility construction, or for privately owned transportation, electric utility and pollution control projects. Municipal Obligations may be issued on a long term basis to provide permanent financing. The repayment of such debt may be secured generally by a pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source including project revenues, which may include tolls, fees and other user charges, lease payments, and mortgage payments. Municipal Obligations may also be issued to finance projects on a short term interim basis, anticipating repayment with the proceeds on long term debt. Municipal Obligations may be issued and purchased in the form of bonds, notes, leases or certificates of participation; structured as callable or non-callable; with payment forms including fixed coupon, variable rate, zero coupon, capital appreciation bonds, tender option bonds, and residual interest bonds or inverse floating rate securities; or acquired through investments in pooled vehicles, partnerships or other investment companies. Inverse floating rate securities are securities that pay interest at rates that vary inversely with changes in

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prevailing short-term tax-exempt interest rates and represent a leveraged investment in an underlying municipal security, which may increase the effective leverage of the Fund.

(c) Elimination of Fundamental Policy Relating to Commodities

The Current Fundamental Policy relating to commodities that is proposed to be eliminated is as follows:

New York Investment Quality, New York Value, New York Performance Plus, New York Quality and New York Select

(i) The Fund, as a fundamental policy, may not purchase or sell commodities or commodities contracts, except for transactions involving futures contracts within the limits described under “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”*

(d) Approval of New Fundamental Policy Relating to Commodities (New York Investment Quality, New York Value, New York Performance Plus, New York Quality and New York Select)

It is proposed that each named Municipal Fund adopt a New Fundamental Policy with respect to commodities. The adoption of the following New Fundamental Policy for each Municipal Fund is contingent on shareholder approval of the elimination of that Municipal Fund’s Current Fundamental Policy with respect to commodities, as reflected in 2(c) above. The proposed New Fundamental Policy is as follows:

New York Investment Quality, New York Value, New York Performance Plus, New York Quality and New York Select

(i) The Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts or derivative instruments or from investing in securities or other instruments backed by physical commodities).

(e) Elimination of Fundamental Policies Relating to Derivatives and Short Sales

The Current Fundamental Policies relating to derivatives and short sales that are proposed to be eliminated are as follows:

New York Investment Quality, New York Value, New York Performance Plus, New York Quality and New York Select

(i) The Fund may not make short sales of securities or purchase any securities on margin (except for such short-term credits as are necessary for the clearance of transactions), or write or purchase put or call options, except to the extent that the purchase of a stand-by commitment may be considered the purchase of a put, and except for transactions involving options within the limits described under “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”*

• References are to a Fund’s registration statement.

• References are to a Fund’s registration statement.

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(ii) The Fund may not purchase financial futures and options except within the limits described in “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”*

In connection with the elimination of the Current Fundamental Policies relating to derivatives and short sales, as reflected in 2(e) above, the Board has adopted the following New Non-Fundamental Policies for each named Municipal Fund. The New Non-Fundamental Policies are contingent on shareholder approval of the elimination of that Municipal Fund’s Current Fundamental Policies with respect to derivatives and short sales. The New Non-Fundamental Polices are as follows:

(i) The Fund may invest in derivative instruments in pursuit of its investment objectives. Such instruments include financial futures contracts, swap contracts (including interest rate and credit default swaps), options on financial futures, options on swap contracts, or other derivative instruments. NAM uses derivatives to seek to enhance return, to hedge some of the risks of its investments in fixed income securities or as a substitute for a position in the underlying asset.

(ii) The Fund may not sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold at no added cost, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.

(iii) The Fund may not enter into futures contracts or related options or forward contracts, if more than 30% of the Fund’s net assets would be represented by futures contracts or more than 5% of the Fund’s net assets would be committed to initial margin deposits and premiums on futures contracts and related options.

(f) Elimination of the Fundamental Policy Prohibiting Investment in Other Investment Companies

The Current Fundamental Policy of the Municipal Funds listed below relating to investments in other investment companies that is proposed to be eliminated is noted below. The Municipal Funds listed below do not have specific restrictions as to investments in other investment companies. However, each such Municipal Fund has an investment policy which only permits investment in municipal obligations and temporary investments and thereby prohibits investment in other investment companies. The general restriction that only permits investment in municipal obligations and temporary investments is as follows:

New York Investment Quality, New York Value, New York Performance Plus, New York Quality and New York Select

(i) The Fund may not invest in securities other than New York Municipal Obligations and temporary investments[,] as described under “Investment Objective and Policies [of the Funds] — Portfolio Investments.”*

In addition, with respect to each Fund’s ability to invest in other investment companies, the Board has adopted a New Non-Fundamental Policy to be implemented upon the elimination of that Municipal Fund’s Current Fundamental Policy that only permits investment in municipal

• References are to a Fund’s registration statement.

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obligations and temporary investments. The proposed New Non-Fundamental Policy relating to investments in other investment companies is as follows:

(i) The Fund may invest up to 10% of its Managed Assets in securities of other open- or closed-end investment companies (including exchange-traded funds (often referred to as “ETFs”)) that invest primarily in municipal securities of the types in which the Fund may invest directly.

Board Recommendation

The Board believes that eliminating the Current Fundamental Policies and adopting the New Investment Policies gives the Adviser flexibility to rapidly respond to continuing developments in the municipal market and would enhance the portfolio managers’ ability to meet each Municipal Fund’s investment objective. In addition, the Board believes that the proposed changes will create consistent investment policies for all Nuveen municipal bond funds and will help to promote operational efficiencies.

The Board of Trustees recommends that shareholders of each Municipal Fund vote to approve the elimination of each Current Fundamental Policy and vote to approve each New Fundamental Policy.

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 firm’s qualifications, performance and independence. In its oversight capacity, the committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm and the committee meets periodically with the independent registered public accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal controls. The committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting firm. The committee is currently composed of three (for Real Estate and Diversified Dividend) or four (for each other Fund) 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 Alternext US, Section 10A of the 1934 Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

The committee, in discharging its duties, has met with and held discussions with management and each Fund’s independent registered public accounting firm. The committee has also reviewed and discussed the audited financial statements with management. Management has represented to the independent registered public accounting firm that each Fund’s financial statements were prepared in accordance with generally accepted accounting principles. The committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 61 (Communication with Audit Committees), as amended by SAS No. 90 (Audit Committee Communications). Each Fund’s independent registered public accounting firm provided to the committee the written disclosure required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the committee discussed with

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representatives of the independent registered public accounting firm their firm’s independence. As provided in the Audit Committee Charter, it is not the committee’s responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Fund’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.

Based on the committee’s review and discussions with management and the independent registered public accounting firm, the representations of management and the report of the independent registered public accounting firm to the committee, the committee has recommended that the Boards include the audited financial statements in each Fund’s 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 Fund’s last two fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).

| | Audit
Fees (1) | | Audit Related Fees | | | | Tax
Fees (2) | | | | All Other
Fees (3) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | Adviser and | | | | Adviser and | | | | Adviser and | |
| | Fund | | Fund | | Adviser Entities | | Fund | | Adviser Entities | | Fund | | Adviser Entities | |
| | 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 |
| | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 |
| New York Dividend Advantage | $ 11,878 | $ [ ] | $ 0 | $ [ ] | $ 0 | $ [ ] | $ 500 | $ [ ] | $ 0 | $ [ ] | $ 1,550 | $ [ ] | $ 0 | $ [ ] |
| New York Dividend Advantage 2 | 10,161 | [ ] | 0 | [ ] | 0 | [ ] | 500 | [ ] | 0 | [ ] | 1,550 | [ ] | 0 | [ ] |
| New York Investment Quality | 17,109 | [ ] | 0 | [ ] | 0 | [ ] | 500 | [ ] | 0 | [ ] | 3,150 | [ ] | 0 | [ ] |
| New York Municipal Value | 10,346 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] |
| New York Performance Plus | 15,856 | [ ] | 0 | [ ] | 0 | [ ] | 500 | [ ] | 0 | [ ] | 3,150 | [ ] | 0 | [ ] |
| New York Quality Income | 21,023 | [ ] | 0 | [ ] | 0 | [ ] | 500 | [ ] | 0 | [ ] | 3,150 | [ ] | 0 | [ ] |
| New York Select Quality | 20,809 | [ ] | 0 | [ ] | 0 | [ ] | 500 | [ ] | 0 | [ ] | 3,150 | [ ] | 0 | [ ] |
| Insured New York Dividend | 24,467 | [ ] | 0 | [ ] | 0 | [ ] | 500 | [ ] | 0 | [ ] | 1,550 | [ ] | 0 | [ ] |
| Insured New York Premium Income | 11,377 | [ ] | 0 | [ ] | 0 | [ ] | 500 | [ ] | 0 | [ ] | 3,150 | [ ] | 0 | [ ] |
| Insured New York Tax-Free Advantage | 8,438 | [ ] | 0 | [ ] | 0 | [ ] | 500 | [ ] | 0 | [ ] | 1,550 | [ ] | 0 | [ ] |
| Core Equity | 24,130 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] |
| Real Estate Income | 22,100 | [ ] | 0 | [ ] | 0 | [ ] | 1,000 | [ ] | 0 | [ ] | 10,300 | [ ] | 0 | [ ] |
| Diversified Dividend and Income | 31,000 | [ ] | 0 | [ ] | 0 | [ ] | 1,000 | [ ] | 0 | [ ] | 7,000 | [ ] | 0 | [ ] |
| Equity Premium and Growth | $ 17,770 | $ [ ] | $ 0 | $ [ ] | $ 0 | $ [ ] | $ 0 | $ [ ] | $ 0 | $ [ ] | $ 0 | $ [ ] | $ 0 | $ [ ] |
| Equity Premium Advantage | 21,313 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] |
| Equity Premium Income | 26,994 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] | 0 | [ ] |

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				Adviser and				Adviser and				Adviser and
Fund		Fund		Adviser Entities		Fund		Adviser Entities		Fund		Adviser Entities
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
2007	2008	2007	2008	2007	2008	2007	2008	2007	2008	2007	2008	2007	2008
Equity Premium Opportunity	38,759	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Quality Preferred Income	21,409	[ ]	0	[ ]	0	[ ]	1,000	[ ]	0	[ ]	4,300	[ ]	0	[ ]
Quality Preferred Income 2	32,473	[ ]	0	[ ]	0	[ ]	1,000	[ ]	0	[ ]	4,300	[ ]	0	[ ]
Quality Preferred Income 3	13,619	[ ]	0	[ ]	0	[ ]	1,000	[ ]	0	[ ]	4,300	[ ]	0	[ ]
Tax-Advantaged Total Return Strategy	24,600	[ ]	0	[ ]	0	[ ]	1,000	[ ]	0	[ ]	1,650	[ ]	0	[ ]
Tax-Advantaged Dividend Growth	15,000	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Global Government Enhanced Income	25,199	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Global Value Opportunities	28,341	[ ]	0	[ ]	0	[ ]	2,715	[ ]	0	[ ]	0	[ ]	0	[ ]
Multi-Currency Short-Term Gov’t Income	49,583	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Multi-Strategy Income and Growth	22,060	[ ]	0	[ ]	0	[ ]	625	[ ]	0	[ ]	4,300	[ ]	0	[ ]
Multi-Strategy Income and Growth 2	26,940	[ ]	0	[ ]	0	[ ]	625	[ ]	0	[ ]	4,300	[ ]	0	[ ]

| (1) | “Audit Fees” are the aggregate fees billed for
professional services for the audit of the Fund’s annual
financial statements and services provided in connection with
statutory and regulatory filings or engagements. |
| --- | --- |
| (2) | “Tax Fees” are the aggregate fees billed for
professional services for tax advice, tax compliance and tax
planning. |
| (3) | “All Other Fees” are the aggregate fees billed for
products and services for agreed-upon procedures engagements for leveraged Funds. |

Non-Audit Fees. The following tables provide the aggregate non-audit fees billed by each Fund’s independent registered public accounting firm for services rendered to each Fund, the Adviser and the Adviser Entities during each Fund’s last two fiscal years.

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			Total Non-Audit Fees Billed to
			Adviser and Adviser Entities
			(Engagements Related		Total Non-Audit Fees Billed to
	Total Non-Audit		Directly to the Operations 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 2007	Ended 2008	Ended 2007	Ended 2008	Ended 2007	Ended 2008	Ended 2007	Ended 2008
New York Dividend Advantage	$ 2,050	$ [ ]	$ 0	$ [ ]	$ 0	$ [ ]	$ 2,050	$ [ ]
New York Dividend Advantage 2	2,050	[ ]	0	[ ]	0	[ ]	2,050	[ ]
New York Investment Quality	3,650	[ ]	0	[ ]	0	[ ]	3,650	[ ]
New York Municipal Value	0	[ ]	0	[ ]	0	[ ]	0	[ ]
New York Performance Plus	3,650	[ ]	0	[ ]	0	[ ]	3,650	[ ]
New York Quality Income	3,650	[ ]	0	[ ]	0	[ ]	3,650	[ ]
New York Select Quality	3,650	[ ]	0	[ ]	0	[ ]	3,650	[ ]
Insured New York Dividend	2,050	[ ]	0	[ ]	0	[ ]	2,050	[ ]
Insured New York Premium Income	3,650	[ ]	0	[ ]	0	[ ]	3,650	[ ]
Insured New York Tax-Free Advantage	2,050	[ ]	0	[ ]	0	[ ]	2,050	[ ]
Core Equity	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Real Estate Income	11,300	[ ]	0	[ ]	0	[ ]	11,300	[ ]
Diversified Dividend and Income	8,000	[ ]	0	[ ]	0	[ ]	8,000	[ ]
Equity Premium and Growth	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Equity Premium Advantage	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Equity Premium Income	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Equity Premium Opportunity	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Quality Preferred Income	5,300	[ ]	0	[ ]	0	[ ]	5,300	[ ]
Quality Preferred Income 2	5,300	[ ]	0	[ ]	0	[ ]	5,300	[ ]
Quality Preferred Income 3	5,300	[ ]	0	[ ]	0	[ ]	5,300	[ ]
Tax-Advantaged Total Return Strategy	2,650	[ ]	0	[ ]	0	[ ]	2,650	[ ]

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			Total Non-Audit Fees Billed to
			Adviser and Adviser Entities
			(Engagements Related		Total Non-Audit Fees Billed to
	Total Non-Audit		Directly to the Operations 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 2007	Ended 2008	Ended 2007	Ended 2008	Ended 2007	Ended 2008	Ended 2007	Ended 2008
Tax-Advantaged Dividend Growth	$ 0	$ [ ]	$ 0	$ [ ]	$ 0	$ [ ]	$ 0	$ [ ]
Global Government Enhanced Income	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Global Value Opportunities	2,715	[ ]	0	[ ]	0	[ ]	2,715	[ ]
Multi-Currency Short-Term Gov’t Income	0	[ ]	0	[ ]	0	[ ]	0	[ ]
Multi-Strategy Income and Growth	4,925	[ ]	0	[ ]	0	[ ]	4,925	[ ]
Multi-Strategy Income and Growth 2	4,925	[ ]	0	[ ]	0	[ ]	4,925	[ ]

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Audit Committee Pre-Approval Policies and Procedures. Generally, the audit committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting 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 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 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 Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange or American Stock Exchange, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, investment adviser and affiliated persons of the investment adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year. To the knowledge

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of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Fund’s equity securities.

Information About the Adviser

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is a wholly-owned subsidiary of Nuveen. 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. Other owners of Windy City include Merrill Lynch & Co.’s Global Private Equity group and affiliates (including private equity funds) of Wachovia, Citigroup and Deutsche Bank.

Shareholder Proposals

To be considered for presentation at the annual meeting of shareholders for the Funds to be held in 2010, 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 November 5, 2009. 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 Fund’s By-Laws, submit such written notice to the Fund not later than January 22, 2010 or prior to January 7, 2010. 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 and 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 the New York Funds was September 30, 2008. 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

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Preferred 3, Tax-Advantaged, Tax-Advantaged Dividend, Global Government, Global Value, Core Equity, Multi-Currency, Multi-Strategy and Multi-Strategy 2 was December 31, 2008.

Annual Report Delivery

Annual reports will be sent to shareholders of record of each Fund following each Fund’s fiscal year end. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 6, 2009:

The proxy statement for each Fund is available at http://www.nuveen.com/CEF/Info/Shareholder/ProxyStatements.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 Fund’s 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 CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

Kevin J. McCarthy

Vice President and Secretary

March , 2009

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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, 2008.

Dollar Range of Equity Securities
					New York				New York						Insured
	New York		New York		Investment		New York		Performance		New York		New York		New York
Board Member Nominees	Dividend		Dividend 2		Quality		Value		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]
Jack B. Evans	[$	0]	[$	0]	[$	0]	[$	0]	[$	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]	[$	0]	[$	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]	[$	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]		[$10,001-$50,000]	[$	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]		[$1-$10,000]	[$	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]		[over $100,000]		[$10,001-$50,000]	[$	0]	[$	0]	[$	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-		Advantage		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]	[$	10,001-$50,000]	[$	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]	[$	10,001-$50,000]
Terence J. Toth	[$	0]	[$	0]	[$	0]	[$	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]	[$	10,001-$50,000]	[$	0]	[$	0]	[$	0]	[$	0]		[Over $100,000]	[$	0]	[Over $	100,000]	[$	0]	[Over $	100,000]

(1) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.

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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, 2008. 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 | | New York | | | Insured |
| | New York | New York | Investment | New York | Performance | New York | New York | New York |
| Board Member Nominees/Board Members | Dividend | Dividend 2 | Quality | Value | 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] |
| Jack B. Evans | [0] | [0] | [0] | [0] | [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] | [0] | [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] |
| Nominee who is an interested person of the Funds | | | | | | | | |
| John P. Amboian | [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] |

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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
Fund | | | | | | | | |
| 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] | [664] | [0] | [0] | [0] |
| Judith M. Stockdale | [0] | [0] | [0] | [0] | [2,152] | [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] |
| Nominee who is an interested person of the Fund | | | | | | | | |
| John P. Amboian | [0] | [0] | [11,500] | [10,000] | [3,500] | [0] | [0] | [0] |
| All Board Member Nominees and Officers as a Group | [0] | [0] | [12,500] | [58,400] | [18,016] | [0] | [0] | [0] |

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| Fund Shares Owned By Board Member Nominees And
Officers (1) | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Equity | | | | | Tax- | Global | | | | |
| | Premium | Quality | Quality | Quality | Tax- | Advantaged | Govern- | Global | Multi- | Multi- | Multi- |
| Board Member Nominees/Board Members | Opportunity | Preferred | Preferred 2 | Preferred 3 | Advantaged | Dividend | ment | 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] | [511] | [0] | [0] | [1,023] | [0] |
| Judith M. Stockdale | [0] | [0] | [0] | [0] | [0] | [0] | [672] | [0] | [0] | [0] | [638] |
| 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] | [16,000] | [0] |
| All Board Members Nominees/ Officers as a Group | [1,400] | [0] | [5,400] | [0] | [123,445] | [2,000] | [1,183] | [107,301] | [0] | [24,823] | [39,638] |

(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described below.

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APPENDIX B

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING EACH FUND’S 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 2	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen New York Investment Quality Municipal Fund, Inc.	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen New York Municipal Value Fund, Inc.	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen New York Performance Plus Municipal Fund, Inc.	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen New York Quality Income Municipal Fund, Inc.	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen New York Select Quality Municipal Fund, Inc.	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Insured New York Dividend Advantage Municipal Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Insured Municipal Opportunity Fund, Inc.	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Insured New York Premium Income Municipal Fund, Inc.	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Insured New York Tax-Free Advantage Municipal Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Core Equity Alpha Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Real Estate Income Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Diversified Dividend and Income Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Equity Premium and Growth Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Equity Premium Advantage Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Equity Premium Income Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Equity Premium Opportunity Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Quality Preferred Income Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Quality Preferred Income Fund 2	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Quality Preferred Income Fund 3	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Tax-Advantaged Total Return Strategy Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Tax-Advantaged Dividend Growth Fund	[4]	[10]	[1]	[5]	[4]	[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 Government Enhanced Income Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Global Value Opportunities Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Multi-Currency Short-Term Government Income Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Multi-Strategy Income & Growth Fund	[4]	[10]	[1]	[5]	[4]	[4]	[4]
Nuveen Multi-Strategy Income & Growth Fund 2	[4]	[10]	[1]	[5]	[4]	[4]	[4]

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APPENDIX C

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 Committee’s “financial expert” as defined by the Commission). The Board shall appoint the members and the Chairman of the Audit Committee, on the recommendation of the Nominating and Governance Committee. The Audit Committee shall meet periodically but in any event no less frequently than on a semi-annual basis. Except for the Funds, Audit Committee members shall not serve simultaneously on the audit committees of more than two other public companies.

II. Statement of Policy, Purpose and Processes

The Audit Committee shall assist the Board in oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audits of the financial statements, of the Funds; (2) the quality and integrity of the financial statements of the Funds; (3) the Funds’ compliance with legal and regulatory requirements, (4) the independent auditors’ qualifications, performance and independence; and (5) oversight of the Pricing Procedures of the Funds and the Valuation Group. In exercising this oversight, the Audit Committee can request other committees of the Board to assume responsibility for some of the monitoring as long as the other committees are composed exclusively of independent directors.

In doing so, the Audit Committee shall seek to maintain free and open means of communication among the Directors/Trustees, the independent auditors, the internal auditors and the management of the Funds. The Audit Committee shall meet periodically with Fund management, the Funds’ internal auditor, and the Funds’ independent auditors, in separate executive sessions. The Audit Committee shall prepare reports of the Audit Committee as required by the Commission to be included in the Fund’s annual proxy statements or otherwise.

The Audit Committee shall have the authority and resources in its discretion to retain special legal, accounting or other consultants to advise the Audit Committee and to otherwise discharge its responsibilities, including appropriate funding as determined by the Audit 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 semi-annual financial statements with Fund management and
the independent auditors including major issues regarding
accounting and auditing principles and practices, and the
Funds’ disclosures in its periodic reports under
“Management’s Discussion and Analysis.” |
| --- | --- |
| 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 Chairman’s 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 management’s response, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, any significant disagreements with management, any accounting adjustments noted or proposed by the auditor but not made by the Fund, any communications between the audit team and the audit firm’s national office regarding auditing or accounting issues presented by the engagement, any significant changes required from the originally planned audit programs and any adjustments to the financial statements recommended by the auditors.

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 auditor’s internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years, respecting one or more independent audits carried out by the firm; (c) any steps taken to deal with any such issues; and (d) all relationships between the independent auditor and the Funds and their affiliates, in order to assist the Audit committee in assessing the auditor’s independence. After reviewing the foregoing report[s] and the independent auditor’s work throughout the year, the Audit Committee shall be responsible for evaluating the qualifications, performance and independence of the independent auditor and their compliance with all applicable requirements for independence and peer review, and a review and evaluation of the lead partner, taking into account the opinions of Fund management and the internal auditors, and discussing such reports with the independent auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.

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
adviser’s 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 Fund’s securities under the 1940 Act. The Board has delegated this responsibility to the Committee to address valuation issues that arise between Board meetings, subject to the Board’s general supervision of such actions. The Committee is primarily responsible for the oversight of the Pricing Procedures and actions taken by the internal Valuation Group (“Valuation Matters”). The Valuation Group will report on Valuation Matters to the Committee and/or the Board of Directors/Trustees, as appropriate.

| 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 Fund’s securities brought to the Committee’s attention, including suspensions in pricing, pricing irregularities, price overrides, self-pricing, nav errors and corrections thereto, and other pricing matters. In this regard, the Committee should consider the risks to the Funds in assessing the possible resolutions of these Valuation Matters.

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 management’s responses to any such comments and, to the extent the Committee deems necessary or appropriate, propose to management and/or the full Board the modification of the Fund’s policies and procedures relating to such matters. The Committee, if deemed necessary or desirable, may also meet with regulators.

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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 Fund’s 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
adviser’s counsel and independent counsel to the Board
legal matters that may have a material impact on the Fund’s
financial statements or compliance policies. |
| --- | --- |
| 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 NAN060X

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NUVEEN 3 EASY WAYS TO VOTE YOUR PROXY 1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 Investments and follow the recorded instructions. Nuveen Investments • 333 West Wacker Dr. • Chicago IL 60606 2. On the Internet at www.proxyweb.com, and follow the simple www.nuveen.com instructions. 3. Sign, Date and Return this proxy card using the enclosed 999 999 999 999 99 postage-paid envelope. FUND NAME PRINTS HERE THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND COMMON SHARES FOR AN ANNUAL MEETING OF SHAREHOLDERS, May 6, 2009 The Annual Meeting of shareholders will be held Wednesday, May 6, 2009 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 May 6, 2009, 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). Date:___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

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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 fill in box(es) as shown using black or blue ink or number 2 pencil. : PLEASE DO NOT USE FINE POINT PENS. #« 1a. Election of Board Members: FOR WITHHOLD Class III: NOMINEES AUTHORITY (01) Robert P. Bremner listed at left to vote for all (02) Jack B. Evans (except as nominees (03) William J. Schneider marked to the listed at left contrary) (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 2a. To approve the elimination of the Fund’s fundamental policies relating to investments in municipal securities and below investment grade securities. 2b. To approve the new fundamental policy relating to investments in municipal securities for the Fund. 2d. To approve the new fundamental policy relating to commodities for the Fund. 3. To transact such other business as may properly come before the Annual Meeting. PLEASE SIGN ON REVERSE SIDE #« #«

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NUVEEN 3 EASY WAYS TO VOTE YOUR PROXY 1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 Investments and follow the recorded instructions. Nuveen Investments • 333 West Wacker Dr. • Chicago IL 60606 2. On the Internet at www.proxyweb.com, and follow the simple www.nuveen.com instructions. 3. Sign, Date and Return this proxy card using the enclosed 999 999 999 999 99 postage-paid envelope. FUND NAME PRINTS HERE THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND PREFERRED SHARES FOR AN ANNUAL MEETING OF SHAREHOLDERS, May 6, 2009 The Annual Meeting of shareholders will be held Wednesday, May 6, 2009 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 May 6, 2009, 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). Date:___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

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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 fill in box(es) as shown using black or blue ink or number 2 pencil. : PLEASE DO NOT USE FINE POINT PENS. #« 1a. Election of Board Members: FOR WITHHOLD Class III: Preferred Shares Only: NOMINEES AUTHORITY (01) Robert P. Bremner (04) William C. Hunter listed at left to vote for all (02) Jack B. Evans (05) William J. Schneider (except as nominees (03) William J. Schneider marked to the listed at left contrary) (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 2a. To approve the elimination of the Fund’s fundamental policies relating to investments in municipal securities and below investment grade securities. 2b. To approve the new fundamental policy relating to investments in municipal securities for the Fund. 2d. To approve the new fundamental policy relating to commodities for the Fund. 3. To transact such other business as may properly come before the Annual Meeting. PLEASE SIGN ON REVERSE SIDE #« #«

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