AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 2006
1933 ACT FILE NO. 333-133365
1940 ACT FILE NO. 811-10491
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
(CHECK APPROPRIATE BOX OR BOXES)
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] PRE-EFFECTIVE AMENDMENT NO. 1
[ ] POST-EFFECTIVE AMENDMENT NO. __
AND/OR
[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
[X] AMENDMENT NO. 7
NUVEEN REAL ESTATE INCOME FUND
Enter Name of Registrant as Specified in Charter
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(312) 917-7700
Registrant's Telephone Number, including Area Code
JESSICA R. DROEGER
VICE PRESIDENT AND SECRETARY
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
COPIES OF COMMUNICATIONS TO:
DAVID A. STURMS, ESQ. ERIC F. FESS, ESQ. CYNTHIA G. COBDEN
VEDDER, PRICE, KAUFMAN & CHAPMAN AND CUTLER LLP SIMPSON THACHER & BARTLETT LLP
KAMMHOLZ, P.C. 111 W. MONROE 425 LEXINGTON AVENUE
222 N. LASALLE STREET CHICAGO, IL 60603 NEW YORK, NY 10017
CHICAGO, IL 60601
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this Registration Statement.
---------------------
If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, as amended, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [ ]
It is proposed that this filing will become effective (check appropriate box)
[ ] when declared effective pursuant to Section 8(c)
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES BEING REGISTERED REGISTERED PER UNIT PRICE(1) REGISTRATION FEE(2)
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Taxable Auctioned Preferred Shares
Series TH......................... 2,000 shares $25,000 $50,000,000 $5,350.00
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) 107.00 was previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 22, 2006
PROSPECTUS
(NUVEEN INVESTMENTS LOGO)
$50,000,000
NUVEEN REAL ESTATE INCOME FUND
TAXABLE AUCTIONED PREFERRED SHARES ("TAPS")
2,000 SHARES SERIES TH
LIQUIDATION PREFERENCE $25,000 PER SHARE
Nuveen Real Estate Income Fund (the "Fund") is a non-diversified,
closed-end management investment company which commenced investment operations
in November 2001. The Fund's primary investment objective is high current
income. The Fund's secondary investment objective is capital appreciation. Under
normal market conditions, the Fund will invest at least 90% of its total assets
in income producing common stocks, preferred stocks, convertible preferred
stocks and debt securities issued by real estate companies, such as real estate
investment trusts ("REITs"); at least 80% of its total assets in income
producing equity securities issued by REITs; and up to 20% of its total assets
in debt securities, including convertible debt securities issued or guaranteed
by real estate companies. In addition, the Fund will not invest more than 25% of
its total assets in non-investment grade preferred stocks, convertible preferred
stocks and debt securities (commonly known as "junk bonds"); and 10% of its
total assets in illiquid real estate securities. There can be no assurance that
the Fund will achieve its investment objectives.
The Fund's principal office is located at 333 West Wacker Drive, Chicago,
Illinois 60606, and its telephone number is (312) 917-7700. Investors are
advised to read this prospectus, which sets forth concisely the information
about the Fund that a prospective investor ought to know before investing, and
retain it for future reference. A statement of additional information dated
, 2006 containing additional information regarding the Fund has been
filed with the Securities and Exchange Commission ("SEC") and is hereby
incorporated by reference in its entirety into this prospectus. You may request
a free copy of the statement of additional information, the table of contents of
which is on page 48 of this prospectus, by calling 1-800-582-6959 or by writing
to the Fund. The Fund's annual and semi-annual reports are also available on its
website at www.nuveen.com, which also provides a link to the SEC's website, as
described below, where the Fund's statement of additional information can be
obtained. You can review and copy documents the Fund has filed at the SEC's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The SEC charges a fee for copies. You can get the same information free from the
SEC's EDGAR database on the Internet (http://www.sec.gov). You may also e-mail
requests for these documents to publicinfo@sec.gov or make a request in writing
to the SEC's Public Reference Section, Washington, D.C. 20549-0213.
---------------------
INVESTING IN TAXABLE AUCTIONED PREFERRED SHARES ("TAPS") INVOLVES CERTAIN
RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 16.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
PER SHARE TOTAL
--------- ------------
Public Offering Price....................................... $25,000 $
Sales Load.................................................. $ $
Proceeds, before expenses, to Fund(1)....................... $ $
------------
(1) Total expenses of issuance and distribution, excluding sales load, are
estimated to be $ .
The underwriters are offering the TAPS subject to various conditions. The
TAPS will be ready for delivery in book-entry form only, through the facilities
of the Depository Trust Company to purchasers on or about , 2006.
---------------------
CITIGROUP NUVEEN INVESTMENTS, LLC
A.G. EDWARDS MERRILL LYNCH & CO.
UBS INVESTMENT BANK WACHOVIA SECURITIES
, 2006
The Fund is offering 2,000 shares of Series TH TAPS. The shares are
referred to in this prospectus as "TAPS." The TAPS have a liquidation preference
of $25,000 per share, plus any accumulated, unpaid dividends. The TAPS also have
priority over the Fund's common shares as to distribution of assets as described
in this prospectus.
The dividend rate for the initial dividend rate period will be % for
TAPS Series TH. The initial dividend period is from the date of issuance through
, 2006 for TAPS Series TH. For subsequent dividend periods, TAPS pay
dividends based on a rate set at auction, usually held every 7 days. Prospective
purchasers should carefully review the auction procedures described in the
prospectus and should note: (1) a buy order (called a "bid order") or sell order
is a commitment to buy or sell TAPS based on the results of an auction; (2)
auctions will be conducted by telephone; and (3) purchases and sales will be
settled on the next business day after the auction.
TAPS will not be listed on an exchange. You may only buy or sell TAPS
through an order placed at an auction with or through a broker-dealer that has
entered into an agreement with the auction agent and the Fund, or in a secondary
market maintained by certain broker-dealers. These broker-dealers are not
required to maintain this market, and it may not provide you with liquidity.
The TAPS do not represent a deposit or obligation of, and are not
guaranteed or endorsed by, any bank or other insured depository institution, and
are not federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other governmental agency.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. THE FUND HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. IF ANYONE ELSE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. THE FUND IS NOT MAKING AN
OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.
---------------------
TABLE OF CONTENTS
Prospectus Summary.......................................... 1
Financial Highlights........................................ 8
The Fund.................................................... 10
Use of Proceeds............................................. 10
Capitalization.............................................. 11
The Fund's Investments...................................... 12
Risk Factors................................................ 17
How the Fund Manages Risk................................... 23
Management of the Fund...................................... 24
Description of TAPS......................................... 27
The Auction................................................. 39
Description of Borrowings................................... 41
Description of Common Shares................................ 42
Certain Provisions in the Declaration of Trust.............. 42
Repurchase of Fund Shares; Conversion to Open-End Fund...... 43
Federal Income Tax Matters.................................. 43
Custodian, Transfer Agent, Dividend Disbursing Agent and
Redemption Agent.......................................... 44
Underwriting................................................ 46
Legal Opinions.............................................. 47
Available Information....................................... 47
Table of Contents for the Statement of Additional
Information............................................... 48
i
PROSPECTUS SUMMARY
This is only a summary. You should review the more detailed information
contained elsewhere in this prospectus, statement of additional information and
the Fund's Amended and Restated Statement Establishing and Fixing the Rights and
Preferences of Taxable Auctioned Preferred Shares (the "Statement") attached as
Appendix A to the statement of additional information. Capitalized terms used
but not defined in this prospectus shall have the meanings given to such terms
in the Statement.
The Fund...................... Nuveen Real Estate Income Fund (the "Fund") is
a non-diversified, closed-end management
investment company which commenced investment
operations in November 2001. See "The Fund."
The Fund's common shares, $.01 par value per
share ("Common Shares"), are traded on the
American Stock Exchange under the symbol "JRS."
See "Description of Common Shares." As of March
31, 2006, the Fund had 28,136,413 Common Shares
outstanding and net assets applicable to Common
Shares of $690,959,115.
Investment Objectives and
Policies...................... The Fund's primary investment objective is high
current income. Capital appreciation is a
secondary investment objective. The Fund's
investment objectives and certain investment
policies are considered fundamental and may not
be changed without shareholder approval. See
"The Fund's Investments."
Under normal market conditions, the Fund will
invest at least 90% of its total assets in
income-producing common stocks, preferred
stocks, convertible preferred stocks and debt
securities issued by real estate companies,
such as REITs. At least 80% of the Fund's total
assets will be invested in income-producing
equity securities issued by REITs, and
substantially all of the equity securities of
real estate companies in which the Fund intends
to invest are traded on a national securities
exchange or in the over-the-counter markets.
The Fund may invest up to 20% of its total
assets in debt securities, including
convertible debt securities, issued or
guaranteed by real estate companies.
The preferred stocks, convertible preferred
stocks and debt securities in which the Fund
may invest are sometimes collectively referred
to in this prospectus as "Ratable Securities."
The Fund will not invest more than 25% of its
total assets in Ratable Securities of below
investment grade quality. Investment grade
quality Ratable Securities are those that have
received a rating no lower than Baa or BBB by
Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's, a division of The
McGraw-Hill Companies ("S&P"), or Fitch, Inc.
("Fitch"). The Fund will not invest more than
10% of its total assets in illiquid real estate
securities. The Fund will not enter into short
sales or invest in derivatives, except as
described in this prospectus in connection with
interest rate swap or interest rate cap
transactions. See "The Fund's
Investments -- Use of Leverage" and
"-- Interest Rate Transactions." All of the
Fund's investments will be in securities of
U.S. issuers and the Fund will not invest more
than 10% of its total assets in the securities
of any one issuer.
A real estate company generally derives at
least 50% of its revenue from the ownership,
construction, financing, management or sale of
commercial, industrial or residential real
estate (or that has at least
1
50% of its assets invested in such real
estate). A common type of real estate company,
a REIT, is a company that pools investors'
funds for investment primarily in
income-producing real estate or in real estate
related loans (such as mortgages) or other
interests. Therefore, a REIT normally derives
its income from rents or from interest
payments, and may realize capital gains by
selling properties that have appreciated in
value. A REIT is not taxed on income
distributed to shareholders if it complies with
several requirements relating to its
organization, ownership, assets and income and
a requirement that it distribute to its
shareholders at least 90% of its taxable income
(other than net capital gains) for each taxable
year and otherwise complies with the
requirements of the Internal Revenue Code of
1986, as amended (the "Code"). As a result,
REITs generally pay relatively high dividends
(as compared to other types of companies) and
the Fund intends to use these REIT dividends in
an effort to meet its primary objective of high
current income.
There can be no assurance that the Fund's
investment objectives will be achieved. See
"The Fund's Investments."
Investment Adviser and
Subadviser.................... Nuveen Asset Management ("NAM") is the Fund's
investment adviser and Security Capital
Research & Management Incorporated ("Security
Capital") is the Fund's subadviser. NAM is a
wholly-owned subsidiary of Nuveen Investments,
Inc. ("Nuveen"). Founded in 1898, Nuveen and
its affiliates had over $145 billion in assets
under management as of March 31, 2006.
Nuveen is a publicly-traded company which is
principally engaged in asset management and
related research. Security Capital is a
wholly-owned subsidiary of J.P. Morgan Chase &
Co. Security Capital is a registered investment
adviser with approximately $5.9 billion in
assets under management as of March 31, 2006,
all of which were real estate securities.
Security Capital has been investing in public
real estate securities since 1995, through the
open market purchase of real estate securities
as well as through the negotiation and
structuring of private placements of
convertible preferred real estate securities.
See "Management of the Fund" and
"Underwriting."
Use of Leverage............... On January 11, 2002, the Fund issued four
series of TAPS, liquidation preference $25,000
per share ($172,000,000 in the aggregate). The
TAPS issued previously are rated "Aaa" and
"AAA" by Moody's and Fitch, respectively. As of
March 31, 2006, the aggregate liquidation
preference of the outstanding TAPS represented
20% of the Fund's net assets including assets
attributable to leverage.
The Fund uses financial leverage for investment
purposes through the outstanding TAPS. The Fund
currently anticipates that the additional
leverage through the issuance of TAPS offered
hereby will result in the Fund's total leverage
representing approximately 24% of its net
assets including assets attributable to the
existing leverage and the proceeds of such
additional leverage. In addition to issuing
TAPS, the Fund may make further use of
2
financial leverage through borrowing, including
the issuance of commercial paper or notes. The
Fund currently intends to engage in such
financial leverage by borrowing money under a
credit agreement with a bank after the
completion of the Fund's offering of TAPS under
this prospectus. Throughout this prospectus,
commercial paper, notes or borrowings sometimes
may be collectively referred to as
"Borrowings." Any Borrowings will have
seniority over the TAPS. Payments to holders of
TAPS in liquidation or otherwise will be
subject to the prior payment of all outstanding
indebtedness, including Borrowings.
The Offering.................. The Fund is offering 2,000 shares of Series TH
TAPS at a purchase price of $25,000 per share
($50,000,000 aggregate liquidation preference).
TAPS are being offered by the underwriters
listed under "Underwriting."
Risk Factors Summary.......... Risk is inherent in all investing. Therefore,
before investing you should consider certain
risks carefully when you invest in the Fund.
The primary risks of investing in TAPS are:
- if an auction fails you may not be able to
sell some or all of your shares;
- because of the nature of the market for TAPS,
you may receive less than the price you paid
for your shares if you sell them outside of
the auction, especially when market interest
rates are rising;
- a rating agency could downgrade TAPS, which
could affect liquidity;
- the Fund may be forced to redeem your shares
to meet regulatory or rating agency
requirements or may voluntarily redeem your
shares in certain circumstances;
- in extraordinary circumstances the Fund may
not earn sufficient income from its
investments to pay dividends;
- the TAPS will be junior to any Borrowings;
- any Borrowings may constitute a substantial
lien and burden on the TAPS by reason of its
prior claim against the income of the Fund
and against the net assets of the Fund in
liquidation;
- if the Fund leverages through Borrowings, the
Fund may not be permitted to declare
dividends or other distributions with respect
to the TAPS or purchase TAPS unless at the
time thereof the Fund meets certain asset
coverage requirements and the payments of
principal and of interest on any such
Borrowings are not in default.
In addition to the risks associated with
investing in the TAPS, an investor in the TAPS
will also be subject to the general risks
associated with the Fund's investment policies.
See "Risk Factors -- General Risks of Investing
in the Fund." For additional information about
the risks of investing in TAPS and in the Fund,
see "Risk Factors."
3
Trading Market................ TAPS are not listed on an exchange. Instead,
you may buy or sell TAPS at an auction that
normally is held weekly by submitting orders to
a broker-dealer that has entered into an
agreement with the auction agent and the Fund
(a "Broker-Dealer"), or to a broker-dealer that
has entered into a separate agreement with a
Broker-Dealer. In addition to the auctions,
Broker-Dealers and other broker-dealers may
maintain a secondary trading market in TAPS
outside of auctions, but may discontinue this
activity at any time. There is no assurance
that a secondary market will provide
shareholders with liquidity or that the trading
price in any secondary market would be $25,000.
You may transfer shares outside of auctions
only to or through a Broker-Dealer, or a
broker-dealer that has entered into a separate
agreement with a Broker-Dealer.
The table below shows the first auction date
for Series TH TAPS and the day on which each
subsequent auction will normally be held for
Series TH TAPS. The first auction date for
Series TH TAPS will be the Business Day before
the dividend payment date for the initial
dividend period for Series TH TAPS.
The start date for subsequent dividend periods
normally will be the Business Day following the
auction date unless the then-current dividend
period is a special dividend period, or the day
that normally would be the auction date or the
first day of the subsequent dividend period is
not a Business Day.
FIRST AUCTION SUBSEQUENT
SERIES DATE AUCTION*
------ -------------- -----------
TH
--------------------
* All dates are 2006.
Dividends and Dividend
Periods....................... The table below shows the dividend rate for the
initial dividend period of the TAPS offered in
this prospectus. For subsequent dividend
periods, TAPS will pay dividends based on a
rate set at auctions, normally held every 7
days. In most instances dividends are also paid
every 7 days, on the day following the end of
the rate period. The Applicable Rate that
results from an Auction will not be lower than
70% of the applicable AA Composite Commercial
Paper Rate (the "Minimum Rate") or greater than
150% (the "Maximum Rate") of the applicable AA
Composite Commercial Paper Rate (for a Dividend
Period of fewer than 184 days) or the
applicable Treasury Index Rate (for a Dividend
Period of 184 days or more) at the close of
business on the Business Day next preceding
such Auction Date. See "Description of
TAPS -- Dividends and Dividend
Periods -- Determination of Dividend Rate" and
"The Auction."
The table below also shows the date from which
dividends on the TAPS will accumulate at the
initial rate, the dividend payment date for the
initial dividend period and the day on which
dividends will normally be paid. If dividends
are payable on a Monday or Friday, and that day
is not a Business Day, then your dividends will
generally be paid on the first Business Day
that falls after that. If dividends are payable
on a Tuesday, Wednesday or Thursday, and
4
that day is not a Business Day, then your
dividends generally will be paid on the first
Business Day prior to that day.
The table below shows the number of days of the
initial dividend period for the TAPS.
Subsequent dividend periods generally will be 7
days. The dividend payment date for special
dividend periods of more than 7 days will be
set out in the notice designating a special
dividend period. See "Description of
TAPS -- Dividends and Dividend
Periods -- Notification of Dividend Periods."
NUMBER
PAYMENT OF DAYS
DATE FOR SUBSEQUENT OF
INITIAL DATE OF INITIAL DIVIDEND INITIAL
DIVIDEND ACCUMULATION AT DIVIDEND PAYMENT DIVIDEND
SERIES RATE INITIAL RATE* PERIOD* DAY PERIOD
------ -------- --------------- --------- ---------- --------
TH %
--------------------
* All dates are 2006.
Ratings....................... It is a condition of the Underwriter's
obligation to purchase the TAPS that the TAPS
receive a rating of "Aaa" from Moody's and
"AAA" from Fitch.
Restrictions on Dividend
Redemption and Other
Payments...................... The Fund currently has no Borrowings; however,
the Fund intends to engage in such financial
leverage by borrowing money under a credit
agreement with a bank after the completion of
the Fund's offering of TAPS under this
prospectus. Under the 1940 Act, if the Fund
were to issue senior securities representing
indebtedness (as defined in the 1940 Act) (not
including bank borrowings), the Fund would not
be permitted to declare any dividend on the
TAPS unless, after giving effect to such
dividend, asset coverage with respect to the
Fund's Borrowings that constitute senior
securities representing indebtedness, if any,
is at least 200%. In addition, the Fund would
not be permitted to declare any distribution on
or purchase or redeem TAPS unless, after giving
effect to such distribution, purchase or
redemption, asset coverage with respect to the
Fund's Borrowings that constitute senior
securities representing indebtedness, if any,
is at least 300%. Dividends or other
distributions on or redemptions or purchases of
TAPS would also be prohibited at any time that
an event of default under the Borrowings, if
any, has occurred and is continuing. See
"Description of TAPS -- Restrictions on
Dividend, Redemption and Other Payments."
Asset Maintenance............. The Fund must maintain Eligible Assets having
an aggregated Discounted Value at least equal
to the TAPS Basic Maintenance Amount as of each
Valuation Date. The Fund also must maintain
asset coverage for the TAPS on a non-discounted
basis of at least 200% as of the last business
day of each month. See "Description of
TAPS -- Asset Maintenance."
The Discount Factors and guidelines for
calculating the Discounted Value of the Fund's
portfolio for purposes of determining whether
the TAPS Basic Maintenance Amount has been
satisfied
5
have been established by Moody's and Fitch in
connection with the Fund's receipt from Moody's
and Fitch of the "Aaa" and "AAA", respectively,
Credit Rating with respect to the TAPS on their
Date of Original Issue.
The Fund estimates that on the Date of Original
Issue, the 1940 Act TAPS Asset Coverage, based
on the composition of its portfolio as of March
31, 2006, with the currently outstanding TAPS
($172,000,000) and after giving effect to the
issuance of the TAPS offered by this Prospectus
($50,000,000) and the deduction of sales loads
and estimated offering expenses for such shares
($745,000), will be 411%.
In addition, there may be additional asset
coverage requirements imposed in connection
with any Borrowings. See "Description of
Borrowings."
Redemption.................... Although the Fund will not ordinarily redeem
TAPS shares, it may be required to redeem
shares if, for example, the Fund does not meet
an asset coverage ratio required by law or to
correct a failure to meet a rating agency
guideline in a timely manner. The Fund
voluntarily may redeem TAPS in certain
circumstances. See "Description of
TAPS -- Redemption."
Liquidation Preference........ The liquidation preference of the shares of the
TAPS offered by this Prospectus will be $25,000
per share plus accumulated but unpaid
dividends, if any, thereon. See "Description of
TAPS -- Liquidation Rights."
Voting Rights................. Except as otherwise indicated, holders of TAPS
have one vote per share and vote together with
holders of Common Shares as a single class.
In connection with the election of the Board of
Trustees, the holders of outstanding shares of
preferred shares, including TAPS, as a class,
shall be entitled to elect two trustees of the
Fund. The holders of outstanding shares of
Common Shares and preferred shares of
beneficial interest ("Preferred Shares"),
including TAPS, voting together, shall elect
the remainder. However, upon the Fund's failure
to pay dividends on the Preferred Shares in an
amount equal to two full years of dividends,
the holders of Preferred Shares have the right
to elect, as a class, the smallest number of
additional Trustees as shall be necessary to
assure that a majority of the Trustees has been
elected by the holders of Preferred Shares. The
terms of the additional Trustees shall end when
the Fund pays or provides for all accumulated
and unpaid dividends. See "Description of
TAPS -- Voting Rights."
Federal Income Taxes.......... Distributions with respect to the TAPS (other
than distributions in redemption of the TAPS
that are subject to Section 302(b) of the Code)
will constitute dividends to the extent of the
Fund's current or accumulated earnings and
profits, as calculated for federal income tax
purposes. Such dividends, except in the case of
distributions of qualified dividend income and
net capital gains, generally will be taxable as
ordinary income to holders. Because the Fund's
portfolio income will consist principally of
dividend income
6
from REITs, capital gain and interest income,
the Fund does not expect a significant portion
of its distributions to consist of qualified
dividend income. Distributions to corporate
investors in the TAPS generally will also not
be entitled to the 70% dividends received
deduction. The Internal Revenue Service ("IRS")
currently requires that a regulated investment
company, which has two or more classes of
stock, allocate to each such class
proportionate amounts of each type of its
income (such as ordinary income and capital
gain) based upon the percentage of total
dividends distributed to each class for the tax
year. Accordingly, the Fund intends each year
to allocate ordinary income dividends, capital
gain dividends and other dividends between its
Common Shares and the TAPS in proportion to the
total dividends paid to each class during or
with respect to such year. See "Federal Income
Tax Matters."
7
FINANCIAL HIGHLIGHTS
The information contained in the table below shows the audited operating
performance of the Fund for the periods ending December 31, 2005, December 31,
2004, December 31, 2003, October 31, 2003 and October 31, 2002. The information
in this table is derived from the Fund's financial statements audited by Ernst &
Young LLP, whose report is contained in the statement of additional information
and is available from the Fund.
FOR THE PERIOD ENDED
----------------------------------------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, OCTOBER 31, OCTOBER 31,
2005 2004(B) 2003(C) 2003 2002(D)
------------ ------------ ------------ ----------- -----------
Beginning common share net asset value......... $ 22.46 $ 18.57 $ 17.30 $ 13.56 $ 14.33
-------- -------- -------- -------- --------
Investment operations:
Net investment income (a).................... .84 .88 .12 .85 1.02
Net realized/unrealized gain (loss).......... .93 4.56 1.38 4.38 (.46)
Distributions to Taxable Auctioned Preferred
Shareholders:
Net investment income+..................... (.03) (.05) (.01) (.05) (.07)
Capital gains+............................. (.16) (.04) -- (.02) (.02)
-------- -------- -------- -------- --------
Total from investment operations....... 1.58 5.35 1.49 5.16 .47
-------- -------- -------- -------- --------
Less distributions to common shareholders:
Net investment income........................ (.29) (.69) (.01) (.97) (.89)
Capital gains................................ (1.37) (.63) (.08) (.41) (.25)
Tax return of capital........................ -- (.14) (.13) (.04) --
-------- -------- -------- -------- --------
Total.................................. (1.66) (1.46) (.22) (1.42) (1.14)
-------- -------- -------- -------- --------
Offering costs and Taxable Auctioned Preferred
Share underwriting discounts................. -- -- -- -- (.10)
-------- -------- -------- -------- --------
Ending common share net asset value............ $ 22.38 $ 22.46 $ 18.57 $ 17.30 $ 13.56
======== ======== ======== ======== ========
Ending market value............................ $ 19.99 $ 20.75 $ 18.73 $ 17.81 $ 14.40
======== ======== ======== ======== ========
Total returns based on:
Market value**............................... 4.75% 19.80% 6.49% 35.40% 3.30%
Common share net asset value**............... 7.42% 30.12% 8.69% 39.80% 2.09%
Ratios/Supplemental Data:
Ending net assets applicable to common shares
(000)...................................... $629,649 $631,979 $522,576 $486,814 $381,290
Before credit/reimbursement:
Ratio of expenses to average net assets
applicable to common shares++............ 1.28% 1.34% 2.31%* 2.51% 2.12%*
Ratio of net investment income to average
net assets applicable to common
shares++................................. 3.46% 4.13% 4.07%* 5.17% 6.71%*
After credit/reimbursement***:
Ratio of expenses to average net assets
applicable to common shares++............ .90% .94% 1.91%* 2.09% 1.72%*
Ratio of net investment income to average
net assets applicable to common
shares++................................. 3.85% 4.52% 4.47%* 5.59% 7.11%*
Portfolio turnover rate...................... 13% 14% 2% 26% 37%
Cumulative Taxable Auctioned Preferred at end
of period:
Aggregate amount outstanding(000)............ $172,000 $172,000 $172,000 $172,000 $172,000
Liquidation and market value per share....... $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000
Asset coverage per share..................... $116,519 $116,857 $100,956 $ 95,758 $ 80,420
------------
(a) Per share Net Investment Income is calculated using the average daily shares
method.
(b) For the fiscal year ended December 31, 2004, the Fund changed its method of
presentation for net interest expense on interest rate swap transactions.
The effect of this reclassification was to increase Net Investment Income by
$0.15 per share with a corresponding decrease in Net Realized/Unrealized
Gain (Loss), a decrease in each of the Ratios of Expenses to Average Net
Assets Applicable to Common Shares by 0.77% with a corresponding increase in
each of the Ratios of Net Investment Income to Average Net Assets Applicable
to Common Shares.
8
(c) For the period November 1, 2003 through December 31, 2003.
(d) For the period November 15, 2001 (commencement of operations) through
October 31, 2002.
* Annualized.
** Total Investment Return on Market Value is the combination of changes in the
market price per share and the effect of reinvested dividend income and
reinvested capital gains distributions, if any, at the average price paid
per share at the time of reinvestment. Total Return on Common Share Net
Asset Value is the combination of changes in Common share net asset value,
reinvested dividend income at net asset value and reinvested capital gains
distributions at net asset value, if any. Total returns are not annualized.
*** After custodian fee credit and expense reimbursement, where applicable.
+ The amounts shown are based on Common share equivalents.
++ - Ratios do not reflect the effect of dividend payments to Taxable Auctioned
Preferred shareholders.
- Income ratios reflect income earned on assets attributable to Taxable
Auctioned Preferred shares.
- For periods ended prior to December 31, 2004, each Ratio of Expenses to
Average Net Assets Applicable to Common Shares and each Ratio of Net
Investment Income to Average Net Assets Applicable to Common Shares
included the effect of the net interest expense incurred on interest rate
swap transactions as follows:
Year Ended 12/31:
2003(c)........ .91*
Year Ended 10/31:
2003........... 1.03
2002(d)........ .68*
9
THE FUND
The Fund is a non-diversified, closed-end management investment company
registered under the 1940 Act which commenced investment operations in November
2001. The Fund was organized as a Massachusetts business trust on August 27,
2001, pursuant to a Declaration of Trust (the "Declaration of Trust") governed
by the laws of the Commonwealth of Massachusetts. On November 20, 2001, the Fund
issued an aggregate of 24,700,000 Common Shares of beneficial interest, par
value $.01 per share, pursuant to the initial public offering thereof. On
December 7, 2001, the Fund issued an additional 3,400,000 Common Shares in
connection with a partial exercise by the underwriters of the over-allotment
option. The Fund's Common Shares are traded on the American Stock Exchange (the
"Exchange") under the symbol "JRS." On January 11, 2002, the Fund issued 1,720
shares of each of Series M, Series T, Series W and Series F of TAPS (6,880
shares in the aggregate), liquidation preference $25,000 per share ($172,000,000
in the aggregate). The Fund's principal office is located at 333 West Wacker
Drive, Chicago, Illinois 60606, and its telephone number is (800) 257-8787.
The following table provides information about the Fund's outstanding
shares as of March 31, 2006:
AMOUNT HELD
AMOUNT BY THE FUND OR AMOUNT
TITLE OF CLASS AUTHORIZED FOR ITS ACCOUNT OUTSTANDING
-------------- ---------- --------------- -----------
Common Shares.................................. unlimited 0 28,136,413
TAPS........................................... unlimited 0 --
Series M..................................... 1,720 0 1,720
Series T..................................... 1,720 0 1,720
Series W..................................... 1,720 0 1,720
Series F..................................... 1,720 0 1,720
The following sets forth cumulative information about the Fund's
outstanding TAPS as of the dates indicated below:
ASSET COVERAGE PER AVERAGE FAIR VALUE
TOTAL LIQUIDATION SHARE ($25,000 PER $25,000
PREFERENCE LIQUIDATION DENOMINATION OR PER
FISCAL YEAR ENDED OUTSTANDING PREFERENCE) SHARE AMOUNT*
----------------- ----------------- ------------------ -------------------
December 31, 2005........................... $172,000,000 $116,519 $25,000
December 31, 2004........................... $172,000,000 $116,857 $25,000
December 31, 2003(a)........................ $172,000,000 $100,956 $25,000
October 31, 2003............................ $172,000,000 $ 95,758 $25,000
October 31, 2002(b)......................... $172,000,000 $ 80,420 $25,000
---------------
* Fair value of the TAPS approximates the liquidation preference because
dividend rates payable on the TAPS are determined at auctions and fluctuate
with changes in current market interest rates.
(a) For the period November 1, 2003 through December 31, 2003.
(b) For the period November 15, 2001 (commencement of operations) through
October 31, 2002.
USE OF PROCEEDS
The net proceeds of this offering will be approximately $49,255,000 after
payment of the sales load and estimated offering costs.
The Fund will invest the net proceeds of the offering in accordance with
the Fund's investment objectives and policies as stated below, as soon as
practicable. It is anticipated that, under normal market conditions, such
investments will be completed no later than one month after the completion of
the offering. The Fund's actual investment timetable will depend on the
availability of such investments and other market conditions. Pending such
investment, it is anticipated that the proceeds will be invested in short-term
debt securities.
10
CAPITALIZATION
The following table sets forth the capitalization of the Fund as of March
31, 2006, and as adjusted, to give effect to the issuance of the shares of TAPS
offered hereby.
ACTUAL AS ADJUSTED
------------ ------------
(UNAUDITED) (UNAUDITED)
TAXABLE AUCTIONED PREFERRED SHARES:
TAPS, $25,000 stated value per share, at liquidation
value; unlimited shares authorized (6,880 shares
issued, and 8,880 shares issued, as adjusted,
respectively)*......................................... $172,000,000 $222,000,000
============ ============
COMMON SHAREHOLDERS' EQUITY:
Common shares, $.01 par value per share................... $ 281,364 $ 281,364
Paid-in surplus**......................................... 391,118,113 390,373,113
Undistributed net investment income***.................... 4,331,698 4,331,698
Accumulated net realized gain from investments and
derivative transactions................................ 53,513,445 53,513,445
Net unrealized appreciation of investments and derivative
transactions........................................... 241,714,495 241,714,495
------------ ------------
Net assets applicable to Common shares.................... $690,959,115 $690,214,115
============ ============
------------
* None of these outstanding shares are held by or for the account of the Fund.
** As adjusted paid-in surplus reflects the reduction for the sales load and
estimated offerings costs of the TAPS issuance($745,000).
*** Undistributed net investment income reflects an estimated breakdown of REIT
income received by the Fund for the period January 1, 2006 through March 31,
2006, but not an estimated breakdown of the Fund's distributions paid to
shareholders. Consequently, undistributed net investment income may vary
significantly once the final income type breakdowns are reported by the
REITs at year-end.
11
THE FUND'S INVESTMENTS
INVESTMENT OBJECTIVES AND POLICIES
The Fund's primary investment objective is high current income. Capital
appreciation is a secondary investment objective. The Fund has a policy of
concentrating its investments in the U.S. real estate industry and not in any
other industry. There can be no assurance that the Fund's investment objectives
will be achieved.
Under normal market conditions, the Fund:
- will invest at least 90% of its total assets in income producing equity
and debt securities of real estate companies. These equity securities can
consist of (i) common stocks, (ii) preferred stocks, (iii) rights or
warrants to purchase common stocks and preferred stocks, and (iv)
convertible preferred stocks;
- will invest at least 80% of its total assets in income producing equity
securities issued by REITs;
- will invest at least 40% of its total assets in common stocks; and
- may invest up to 20% of its total assets in debt securities, including
convertible debt securities, issued or guaranteed by real estate
companies.
Substantially all of the equity securities of real estate companies in
which the Fund intends to invest are traded on a national securities exchange or
in the over-the-counter markets.
The actual percentage of common, preferred and convertible preferred
stocks, rights and warrants and debt securities in the Fund's portfolio may vary
over time based on Security Capital's assessment of market conditions.
The Fund will not invest more than 25% of its total assets in
non-investment grade Ratable Securities. Investment grade quality Ratable
Securities are those that have received a rating no lower than Baa or BBB by
Moody's, S&P or Fitch. See Appendix B in the statement of additional information
for a description of security ratings.
The Fund will not invest more than 10% of its total assets in illiquid real
estate securities. All of the Fund's investments will be in securities of U.S.
issuers, and the Fund will not invest more than 10% of its total assets in the
securities of any one issuer.
The Fund will not enter into short sales or invest in derivatives, except
as described in this prospectus in connection with the interest rate swap or
interest rate cap transactions. See "Use of Leverage" and "Interest Rate
Transactions."
The Fund cannot change its investment objectives without the approval of
the holders of a "majority of the outstanding" Common Shares and Preferred
Shares, including TAPS, voting together as a single class, and of the holders of
a "majority of the outstanding" Preferred Shares, including TAPS, if any, voting
as a separate class. A "majority of the outstanding" Common Shares means (i) 67%
or more of the shares present at a meeting, if the holders of more than 50% of
the shares are present or represented by proxy, or (ii) more than 50% of the
shares, whichever is less. See "Description of TAPS -- Voting Rights" for
additional information with respect to the voting rights of holders of TAPS.
INVESTMENT PROCESS
The organization and investment processes of Security Capital reflect its
belief that superior investment results are achieved through a dedication to
proprietary, fundamental research. Its investment process focuses
12
on three fundamental research disciplines that it believes play an important
role in the performance and pricing of real estate companies:
- real estate research;
- company analysis; and
- market strategy.
These are highly specialized disciplines and each impacts the performance
of real estate companies and the ultimate pricing of their securities. The
investment process integrates these three disciplines under the broad direction
of Security Capital's Portfolio Management Committee, the decision-making body
for investment strategies.
Real Estate Research. Research analysts focus on understanding the market
pressures and factors that affect rent growth, occupancy and development. This
understanding provides perspectives on future supply and demand trends for
property types in various markets and the relative impact for different
companies.
Company Analysis. Investment analysts focus on analyzing real estate
companies within Security Capital's defined universe of investments and modeling
their cash flow potential. They form a complete assessment of the company's
assets, operating management team and strategies through company and property
visits, careful scrutiny of regulatory filings and fieldwork. The recurring
output of the investment analysts includes a detailed five-year cash flow
forecast, an analysis of net asset value and a detailed qualitative assessment
of a company.
Market Strategy. Market strategy focuses on establishing appropriate cost
of capital thresholds for pricing real estate companies in Security Capital's
coverage universe of the companies. This effort requires consideration of the
risks underlying the securities as well as the appetite for and pricing of risk
in the broader equity and capital markets. With this understanding, discount
rates and terminal multiples are set that govern the key discounted cash flow
models and other valuation models employed. The definition and execution of
trading strategies is also an important part of market strategy.
Portfolio Construction. All investment decisions are directed by a
committee of senior investment professionals -- the Portfolio Management
Committee. The Committee meets formally on a weekly basis and informally
throughout the week to evaluate emerging real estate research and company
analysis, as well as key recurring reports, to create price forecasts to produce
a target portfolio for the Fund. This target portfolio integrates the critical
real estate and capital market expertise that helps to identify the most
attractive investment opportunities.
PORTFOLIO COMPOSITION
The Fund's portfolio will be composed principally of the following
investments. A more detailed description of the Fund's investment policies and
restrictions and more detailed information about the Fund's portfolio
investments are contained in the statement of additional information.
Real Estate Companies. Under normal market conditions, the Fund will
invest at least 90% of its total assets in income producing common stocks,
preferred stocks, convertible preferred stocks and debt securities issued by
real estate companies, such as REITs. For purposes of the Fund's investment
policies, a real estate company is a company that:
- derives at least 50% of its revenues from the ownership, construction,
financing, management or sale of commercial, industrial or residential
real estate; or
- has at least 50% of its assets in such real estate.
Real Estate Investment Trusts (REITs). Under normal market conditions, the
Fund will invest at least 80% of its total assets in income producing equity
securities issued by REITs. A REIT is a real estate company that pools
investors' funds for investment primarily in income producing real estate or in
real estate related loans (such as mortgages) or other interests. Therefore, a
REIT normally derives its income from rents
13
or from interest payments, and may realize capital gains by selling properties
that have appreciated in value. A REIT is not taxed on income distributed to
shareholders if it complies with several requirements relating to its
organization, ownership, assets and income and a requirement that it distribute
to its shareholders at least 90% of its taxable income (other than net capital
gains) for each taxable year and otherwise complies with the requirements of the
Code. As a result, REITs tend to pay relatively higher dividends than other
types of companies, and the Fund intends to use these REIT dividends in an
effort to meet the high current income goal of its investment objectives.
REITs can generally be classified as Equity REITs, Mortgage REITs and
Hybrid REITs. Equity REITs, which invest the majority of their assets directly
in real property, derive their income primarily from rents. Equity REITs can
also realize capital gains by selling properties that have appreciated in value.
Mortgage REITs, which invest the majority of their assets in real estate
mortgages, derive their income primarily from interest payments. Hybrid REITs
combine the characteristics of both Equity REITs and Mortgage REITs. The Fund
does not currently intend to invest more than 10% of its total assets in
Mortgage REITs or Hybrid REITs.
Preferred Stocks. The Fund may invest in preferred stocks issued by real
estate companies. Preferred stocks pay fixed or floating rate dividends to
investors, and have a "preference" over common stock in the payment of dividends
and the liquidation of a company's assets. This means that a company must pay
dividends on preferred stock before paying any dividends on its common stock.
Preferred stockholders usually have no right to vote for corporate directors or
on other matters.
Debt Securities. The Fund may invest up to 20% of its total assets in debt
securities, including convertible debt securities, issued or guaranteed by real
estate companies.
Lower-Rated Securities. The Fund will not invest more than 25% of its
total assets in Ratable Securities of below investment grade quality. Securities
of below investment grade quality (Ba/BB or below) are commonly referred to as
junk bonds. Securities of below investment grade quality are regarded as having
predominately speculative characteristics with respect to capacity to pay
interest and repay principal. The Fund may only invest in high yield securities
that are rated CCC or higher by S&P, rated Caa or higher by Moody's, or rated
CCC or higher by Fitch, or unrated securities determined by Security Capital to
be of comparable quality. The issuers of these securities have a currently
identifiable vulnerability to default as to payment of principal and interest
and such issues may be in default or there may be present elements of danger
with respect to principal or interest. The Fund will not invest in securities
which are in default as to payment of principal and interest at the time of
purchase. For a description of security ratings, see Appendix B of the statement
of additional information.
Illiquid Securities. The Fund will not invest more than 10% of its total
assets in illiquid real estate securities (i.e., securities that are not readily
marketable). For purposes of this restriction, illiquid securities include, but
are not limited to, restricted securities (securities the disposition of which
is restricted under the federal securities laws), securities that may only be
resold pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), but that are deemed to be illiquid, and repurchase agreements
with maturities in excess of seven days. The Board of Trustees or its delegate
has the ultimate authority to determine, to the extent permissible under the
federal securities laws, which securities are liquid or illiquid for purposes of
this 10% limitation. The Board of Trustees has delegated to Security Capital and
NAM the day-to-day determination of the illiquidity of any security held by the
Fund, although it has retained oversight and ultimate responsibility for such
determinations. Although no definitive liquidity criteria are used, the Board of
Trustees has directed Security Capital and NAM to look for such factors as (i)
the nature of the market for a security (including the institutional private
resale market; the frequency of trades and quotes for the security; the number
of dealers willing to purchase or sell the security; the amount of time normally
needed to dispose of the security; and the method of soliciting offers and the
mechanics of transfer), (ii) the terms of certain securities or other
instruments allowing for the disposition to a third party or the issuer thereof
(e.g., certain repurchase obligations and demand instruments), and (iii) other
permissible relevant factors.
Restricted securities may be sold only in privately negotiated transactions
or in a public offering with respect to which a registration statement is in
effect under the Securities Act. Where registration is required,
14
the Fund may be obligated to pay all or part of the registration expenses and a
considerable period may elapse between the time of the decision to sell and the
time the Fund may be permitted to sell a security under an effective
registration statement. If, during such a period, adverse market conditions were
to develop, the Fund might obtain a less favorable price than that which
prevailed when it decided to sell. Illiquid securities will be priced at fair
value as determined in good faith by the Board of Trustees or its delegate. If,
through the appreciation of illiquid securities or the depreciation of liquid
securities, the Fund should be in a position where more than 10% of the value of
its net assets are invested in illiquid securities, including restricted
securities which are not readily marketable, the Fund will take such steps as is
deemed advisable, if any, to protect liquidity.
Defensive Position. Upon Security Capital's recommendation, during
temporary defensive periods and in order to keep the Fund's cash fully invested,
including the period during which the net proceeds of the offering are being
invested, the Fund may deviate from its investment objectives and invest all or
any portion of its net assets in investment grade debt securities, without
regard to whether the issuer is a real estate company. In such a case, the Fund
may not pursue or achieve its investment objectives.
Other Investments. The Fund's cash reserves, held to provide sufficient
flexibility to take advantage of new opportunities for investments and for other
cash needs, will be invested in money market instruments. Money market
instruments in which the Fund may invest its cash reserves will generally
consist of obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities and such obligations which are subject to repurchase
agreements and commercial paper. See "Investment Policies and Techniques" in the
statement of additional information.
Portfolio Turnover. The Fund may engage in portfolio trading when
considered appropriate, but short-term trading will not be used as the primary
means of achieving the Fund's investment objectives. Although the Fund cannot
accurately predict its annual portfolio turnover rate, it is not expected to
exceed 50% under normal circumstances. However, there are no limits on the rate
of portfolio turnover, and investments may be sold without regard to length of
time held when, in the opinion of Security Capital, investment considerations
warrant such action. A higher turnover rate results in correspondingly greater
brokerage commissions and other transactional expenses which are borne by the
Fund. High portfolio turnover may result in the realization of net short-term
capital gains by the Fund which, when distributed to shareholders, will be
taxable as ordinary income. See "Tax Matters."
USE OF LEVERAGE
The Fund uses leverage for investment purposes through the issuance of
TAPS. The Fund has TAPS outstanding in an aggregate liquidation preference
representing 20% of the Fund's net assets including assets attributable to
leverage as of March 31, 2006. After issuing the TAPS offered by this
Prospectus, the Fund anticipates its use of leverage to represent approximately
24% of its net assets, including assets attributable to existing leverage and
the proceeds of such additional leverage. In addition to issuing TAPS, the Fund
may make further use of financial leverage through borrowing, including the
issuance of commercial paper or notes. The Fund currently intends to engage in
such financial leverage by borrowing money under a credit agreement with a bank
after the completion of the Fund's offering of TAPS under this prospectus. See
"Description of TAPS" and "Description of Borrowings" below. The Fund employs
financial leverage for the purpose of acquiring additional income-producing
investments when Security Capital and NAM believe that such use of proceeds will
enhance the Fund's net income. The amount of outstanding financial leverage may
vary with prevailing market or economic conditions.
Leverage entails special risks. See "Risk Factors -- Risks of Investing in
TAPS -- Leverage Risk." The management fee paid to Security Capital and NAM will
be calculated on the basis of the Fund's total managed assets, including
proceeds of financial leverage, so the fees will be higher when leverage is
utilized.
INTEREST RATE TRANSACTIONS
In connection with the Fund's use of leverage, the Fund may enter into
interest rate swap or cap transactions. Although the Fund does not currently
intend to enter into interest rate swap or cap transactions
15
in connection with the issuance of TAPS offered by this prospectus, the Fund has
entered into interest rate swap transactions that are intended to hedge the
Fund's dividend payment obligations under the currently outstanding TAPS.
Interest rate swaps involve the Fund's agreement with the swap counterparty to
pay a fixed rate payment in exchange for the counterparty paying the Fund a
variable rate payment that is intended to approximate the Fund's variable rate
payment obligation on TAPS or any variable rate borrowing. The payment
obligation would be based on the notional amount of the swap.
The Fund may use an interest rate cap, which would require it to pay a
premium to the cap counterparty and would entitle it, to the extent that a
specified variable rate index exceeds a predetermined fixed rate, to receive
from the counterparty payment of the difference based on the notional amount.
The Fund would use interest rate swaps or caps only with the intent to reduce or
eliminate the risk that an increase in short-term interest rates could have on
Common Share net earnings as a result of leverage.
The Fund will usually enter into swaps or caps on a net basis; that is, the
two payment streams will be netted out in a cash settlement on the payment date
or dates specified in the instrument, with the Fund receiving or paying, as the
case may be, only the net amount of the two payments. The Fund intends to
maintain in a segregated account with its custodian cash or liquid securities
having a value at least equal to the Fund's net payment obligations under any
swap transaction, marked-to-market daily.
The use of interest rate swaps and caps is a highly specialized activity
that involves investment techniques and risks different from those associated
with ordinary portfolio security transactions. Depending on the state of
interest rates in general, the Fund's use of interest rate swaps or caps could
enhance or harm the overall performance on the Common Shares. To the extent
there is a decline in interest rates, the value of the interest rate swap or cap
could decline, and could result in a decline in the net asset value of the
Common Shares. In addition, if short-term interest rates are lower than the
Fund's fixed rate of payment on the interest rate swap, the swap will reduce
Common Share net earnings. If, on the other hand, short-term interest rates are
higher than the fixed rate of payment on the interest rate swap, the swap will
enhance Common Share net earnings. Buying interest rate caps could enhance the
performance of the Common Shares by providing a maximum leverage expense. Buying
interest rate caps could also decrease the net earnings of the Common Shares in
the event that the premium paid by the Fund to the counterparty exceeds the
additional amount the Fund would have been required to pay had it not entered
into the cap agreement. The Fund would not enter into interest rate swap or cap
transactions in an aggregate notional amount that exceeds the outstanding amount
of the Fund's leverage.
Interest rate swaps and caps do not involve the delivery of securities or
other underlying assets or principal. Accordingly, the risk of loss with respect
to interest rate swaps is limited to the net amount of interest payments that
the Fund is contractually obligated to make. If the counterparty defaults, the
Fund would not be able to use the anticipated net receipts under the swap or cap
to offset the dividend payments on TAPS or interest payments on Borrowings.
Depending on whether the Fund would be entitled to receive net payments from the
counterparty on the swap or cap, which in turn would depend on the general state
of short-term interest rates at that point in time, such a default could
negatively impact the performance of the Common Shares.
Although this will not guarantee that the counterparty does not default,
the Fund will not enter into an interest rate swap or cap transaction with any
counterparty that NAM believes does not have the financial resources to honor
its obligation under the interest rate swap or cap transaction. Further, NAM
will continually monitor the financial stability of a counterparty to an
interest rate swap or cap transaction in an effort to proactively protect the
Fund's investments.
In addition, at the time the interest rate swap or cap transaction reaches
its scheduled termination date, there is a risk that the Fund will not be able
to obtain a replacement transaction or that the terms of the replacement will
not be as favorable as on the expiring transaction. If this occurs, it could
have a negative impact on the performance of the Common Shares.
The Fund may choose or be required to redeem some or all Preferred Shares,
including TAPS, or prepay any Borrowings. This redemption would likely result in
the Fund seeking to terminate early all or a portion of
16
any swap or cap transaction. Such early termination of a swap could result in
termination payment by or to the Fund. An early termination of a cap could
result in a termination payment to the Fund.
RISK FACTORS
Risk is inherent in all investing. Investing in any investment company
security involves risk, including the risk that you may receive little or no
return on your investment or even that you may lose part or all of your
investment. Therefore, before investing you should consider carefully the
following risks that you assume when you invest in TAPS.
RISKS OF INVESTING IN TAPS
Interest Rate Risk. The Fund issues TAPS, which pay dividends based on
short-term interest rates. The Fund purchases real estate equity securities that
pay dividends that are based on the performance of the issuing companies. The
Fund also may buy real estate debt securities that pay interest based on
longer-term yields. These dividends and interest payments are typically,
although not always higher than short-term interest rates. Real estate company
dividends, as well as long-term and short-term interest rates, fluctuate. If
short-term interest rates rise, dividend rates on the TAPS may rise so that the
amount of dividends paid to stockholders of TAPS exceeds the income from the
portfolio securities. Because income from the Fund's entire investment portfolio
(not just the portion of the portfolio purchased with the proceeds of the TAPS
offering) is available to pay dividends on the TAPS, dividend rates on the TAPS
would need to greatly exceed the Fund's net portfolio income before the Fund's
ability to pay dividends on the TAPS would be jeopardized. If long-term interest
rates rise, this could negatively impact the value of the Fund's investment
portfolio, reducing the amount of assets serving as asset coverage for the TAPS.
The Fund may enter into interest rate swap or cap transactions with the intent
to reduce or eliminate the risk posed by an increase in short-term interest
rates. There is no guarantee that the Fund will engage in these transactions or
that these transactions will be successful in reducing or eliminating interest
rate risk. See "How the Fund Manages Risk."
Auction Risk. You may not be able to sell your TAPS shares at an auction
if the auction fails; that is, if there are more TAPS offered for sale than
there are buyers for those shares. Also, if you place hold orders (orders to
retain TAPS) at an auction only at a specified rate, and that bid rate exceeds
the rate set at the auction, you will not retain your TAPS. Finally, if you buy
shares or elect to retain shares without specifying a rate below which you would
not wish to continue to hold those shares, and the auction sets a below-market
rate, you may receive a lower rate of return on your shares than the market
rate. See "Description of TAPS" and "The Auction -- Auction Procedures."
The relative buying and selling interest of market participants in your
TAPS and in the TAPS market as a whole will vary over time, and such variations
may be affected by, among other things, news relating to the issuer, the
attractiveness of alternative investments, the perceived risk of owning the
security (whether related to credit, liquidity or any other risk), the tax
treatment accorded the instruments, the accounting treatment accorded TAPS,
including recent clarifications of U.S. generally accepted accounting principles
relating to the treatment of auction rate securities, reactions to regulatory
actions or press reports, financial reporting cycles and market sentiment
generally. Shifts of demand in response to any one or simultaneous particular
events cannot be predicted and may be short-lived or exist for longer periods.
Secondary Market Risk. If you try to sell your TAPS between auctions, you
may not be able to sell any or all of your shares, or you may not be able to
sell them for $25,000 per share or $25,000 per share plus accumulated dividends.
If the Fund has designated a special dividend period (a rate period other than 7
days), changes in interest rates could affect the price you would receive if you
sold your shares in the secondary market. Broker-dealers that maintain a
secondary trading market for TAPS are not required to maintain this market, and
the Fund is not required to redeem shares either if an auction or an attempted
secondary market sale fails because of a lack of buyers. TAPS are not registered
on a stock exchange or the NASDAQ stock market. If you sell your TAPS to a
broker-dealer between auctions, you may receive less than the price you paid for
them, especially when market interest rates have risen since the last auction.
Accrued TAPS dividends, however, should at least partially compensate for the
increased market interest rates.
17
Ratings and Asset Coverage Risk. While Moody's and Fitch assign ratings of
"Aaa" and "AAA", respectively, to TAPS, the ratings do not eliminate or
necessarily mitigate the risks of investing in TAPS. A rating agency could
downgrade TAPS, which may make your shares less liquid at an auction or in the
secondary market, though probably with higher resulting dividend rates. If a
rating agency downgrades TAPS, the Fund will alter its portfolio or redeem TAPS.
The Fund may voluntarily redeem TAPS under certain circumstances. See
"Description of TAPS -- Asset Maintenance" for a description of the asset
maintenance tests the Fund must meet.
Inflation Risk. Inflation is the reduction in the purchasing power of
money resulting from the increase in the price of goods and services. Inflation
risk is the risk that the inflation adjusted (or "real") value of your TAPS
investment or the income from that investment will be worth less in the future.
As inflation occurs, the real value of the TAPS and distributions declines. In
an inflationary period, however, it is expected that, through the auction
process, TAPS dividend rates would increase, tending to offset this risk.
Income Risk. The Fund's income is based primarily on the income it earns
from its investments, which vary widely over the short- and long-term. If the
Fund's income drops, over time the Fund's ability to make dividend payments with
respect to the TAPS may be impaired. Please see "-- General Risks of Investing
in the Fund" below for the general risks affecting the Fund.
Decline in Net Asset Value Risk. A material decline in the Fund's net
asset value may impair the Fund's ability to maintain required levels of asset
coverage. For a description of risks affecting the Fund, please see "-- General
Risks of Investing in the Fund" below.
Payment Restrictions. The Fund is prohibited from declaring, paying or
making any dividends or distributions on TAPS unless it satisfies certain
conditions. See "Description of TAPS -- Restrictions on Dividend, Redemption and
Other Payments." The Fund is also prohibited from declaring, paying or making
any dividends or distributions on Common Shares unless it satisfies certain
conditions. These prohibitions on the payment of dividends or distributions
might impair the Fund's ability to maintain its qualification as a regulated
investment company for federal income tax purposes. The Fund intends, however,
to redeem shares of TAPS if necessary to comply with the asset coverage
requirements. There can be no assurance, however, that such redemptions can be
effected in time to permit the Fund to distribute its income as required to
maintain its qualification as a regulated investment company under the Code. See
"Tax Matters -- Federal Income Tax Treatment of the Fund" in the statement of
additional information.
Leverage Risk. The Fund uses financial leverage for investment purposes in
an amount currently anticipated to represent approximately 30% of its total
assets (including the proceeds from such financial leverage). In addition to
issuing TAPS, the Fund may make further use of financial leverage through
borrowing, including the issuance of commercial paper or notes. The Fund
currently intends to engage in such financial leverage by borrowing money under
a credit agreement with a bank after the completion of the Fund's offering of
TAPS under this prospectus. The Fund may also borrow funds (a) in connection
with a loan made by a bank or other party that is privately arranged and not
intended to be publicly distributed or (b) in an amount equal to up to 5% of its
total assets for temporary purposes only.
In respect of Borrowings, under the requirements of the 1940 Act, the value
of the Fund's total assets, less all liabilities and indebtedness of the Fund
not represented by such senior securities, must be at least equal, immediately
after issuance of any such senior securities representing indebtedness, to 300%
of the aggregate value of such senior securities, including any Borrowings. In
respect of TAPS, the value of the Fund's total assets, less all liabilities and
indebtedness of the Fund not represented by senior securities must be at least
equal, immediately after the issuance of the TAPS, to 200% of the aggregate
value of any senior securities, including any Borrowings, and the TAPS.
If the Fund seeks an investment grade rating from one or more nationally
recognized statistical rating organizations for any commercial paper and notes
(which the Fund expects to do if it issues any such commercial paper or notes),
asset coverage or portfolio composition provisions in addition to and more
stringent than those required by the 1940 Act may be imposed in connection with
the issuance of such a rating. In addition, restrictions may be imposed on
certain investment practices in which the Fund may
18
otherwise engage. Any lender with respect to borrowings by the Fund may require
additional asset coverage and portfolio composition provisions as well as
restrictions on the Fund's investment practices.
The Fund's leveraged capital structure creates special risks not associated
with unleveraged funds having similar investment objectives and policies. The
money borrowed pursuant to any Borrowings may constitute a substantial lien and
burden on the TAPS by reason of their prior claim against the income of the Fund
and against the net assets of the Fund in liquidation. The Fund may not be
permitted to declare dividends or other distributions, including shares with
respect to TAPS or purchase or redeem shares, including TAPS unless (i) at the
time thereof the Fund meets certain asset coverage requirements and (ii) there
is no event of default under any Borrowings, that is continuing. See
"Description of TAPS -- Restrictions on Dividend, Redemption and Other
Payments." In the event of a default under any Borrowings, the lenders may have
the right to cause a liquidation of the collateral (i.e., sell portfolio
securities) and if any such default is not cured, the lenders may be able to
control the liquidation as well.
The Fund reserves the right at any time, if it believes that market
conditions are appropriate, to increase its level of debt or other senior
securities to maintain or increase the Fund's current level of leverage to the
extent permitted by the 1940 Act and existing agreements between the Fund and
third parties.
Because the fee paid to NAM and Security Capital will be calculated on the
basis of total managed assets, the fee will be higher when leverage is utilized,
giving NAM and Security Capital an incentive to utilize leverage.
Conflicts of Broker-Dealers Participating in Auctions. A broker dealer may
submit orders in auctions for its own account. Any broker-dealer submitting an
order for its own account in any auction will have an advantage over other
bidders in that it would have knowledge of other orders placed through it in
that auction (but it would not have knowledge of orders submitted by other
broker dealers, if any). As a result of the broker-dealer bidding, the auction
clearing rate may be higher or lower than the rate that would have prevailed if
the broker-dealer had not bid. A broker dealer may also bid in order to prevent
what would otherwise be a failed action, or an auction clearing at a rate that
the broker-dealer believes does not reflect the market for such securities at
the time of the action. Broker-dealers may, but are not obligated to, advise
holders of the TAPS that the rate that will apply in an "all hold" auction is
often a lower rate than would apply if holders submit bids, and such advice, if
given, may facilitate the submission of bids by existing holders that would
avoid the occurrence of an "all hold" auction. A broker dealer may, but is not
obligated to, encourage additional or revised investor bidding in order to
prevent an "all-hold" auction.
The underwriters have advised the Fund that the underwriters and various
other broker-dealers and other firms that participate in the auction rate
securities market received letters from the staff of the SEC in the spring of
2004. The letters requested that each of these firms voluntarily conduct an
investigation regarding its respective practices and procedures in that market.
Pursuant to these requests, each of the underwriters conducted its own voluntary
review and reported its findings to the SEC staff. At the SEC staff's request,
the underwriters are engaging in discussions with the SEC staff concerning its
inquiry. Neither the underwriters nor the Fund can predict the ultimate outcome
of the inquiry or how that outcome will affect the market for the auction rate
securities or the auctions.
GENERAL RISKS OF INVESTING IN THE FUND
Investment Risk and Interest Rate Risk. The prices of the common stocks of
real estate companies, including REITs, and other securities in which the Fund
invests, will fluctuate from day to day and may -- in either the near term or
over the long run -- decline in value. Preferred stocks and debt securities are
generally more sensitive to changes in interest rates than common stocks.
Interest rate risk is the risk that fixed-income investments such as
preferred stocks and debt securities, and to a lesser extent dividend-paying
common stocks such as REIT common stocks, will decline in value because of
changes in market interest rates. When interest rates rise, the market value of
such securities generally will fall. The Fund's investment in such securities
means that the net asset value of the Fund will tend to decline if market
interest rates rise.
19
General Risks of Securities Linked to the Real Estate Market. The Fund
will not invest in real estate directly, but only in securities issued by real
estate companies, including REITs. However, because of the Fund's policy of
concentration in the securities of companies in the real estate industry, it is
also subject to the risks associated with the direct ownership of real estate.
These risks include:
- declines in the value of real estate
- risks related to general and local economic conditions
- possible lack of availability of mortgage funds
- overbuilding
- extended vacancies of properties
- increased competition
- increases in property taxes and operating expenses
- changes in zoning laws
- losses due to costs resulting from the clean-up of environmental problems
- liability to third parties for damages resulting from environmental
problems
- casualty or condemnation losses
- limitations on rents
- changes in neighborhood values and the appeal of properties to tenants
- changes in interest rates
Thus, the value of the Fund's portfolio may change at different rates
compared to the value of the portfolio of a registered investment company with
investments in a mix of different industries and will depend on the general
condition of the economy. An economic downturn could have a material adverse
effect on the real estate markets and on real estate companies in which the Fund
invests, which in turn could result in the Fund not achieving its investment
objectives.
General Real Estate Risks. Real property investments are subject to
varying degrees of risk. The yields available from investments in real estate
depend on the amount of income and capital appreciation generated by the related
properties. Income and real estate values may also be adversely affected by such
factors as applicable laws (e.g., Americans with Disabilities Act and tax laws),
interest rate levels, and the availability of financing. If the properties do
not generate sufficient income to meet operating expenses, including, where
applicable, debt service, ground lease payments, tenant improvements,
third-party leasing commissions and other capital expenditures, the income and
ability of the real estate company to make payments of any interest and
principal on its debt securities will be adversely affected. In addition, real
property may be subject to the quality of credit extended and defaults by
borrowers and tenants. The performance of the economy in each of the regions in
which the real estate owned by the portfolio company is located affects
occupancy, market rental rates and expenses and, consequently, has an impact on
the income from such properties and their underlying values. The financial
results of major local employers also may have an impact on the cash flow and
value of certain properties. In addition, real estate investments are relatively
illiquid and, therefore, the ability of real estate companies to vary their
portfolios promptly in response to changes in economic or other conditions is
limited. A real estate company may also have joint venture investments in
certain of its properties, and consequently, its ability to control decisions
relating to such properties may be limited.
Real property investments are also subject to risks which are specific to
the investment sector or type of property in which the real estate companies are
investing.
Retail Properties. Retail properties are affected by the overall health of
the economy. A retail property may be adversely affected by the growth of
alternative forms of retailing, bankruptcy, decline in drawing power, a shift in
consumer demand due to demographic changes and/or changes in consumer preference
(for
20
example, to discount retailers) and spending patterns. A retail property may
also be adversely affected if an anchor or significant tenant ceases operation
at such location, voluntarily or otherwise. Certain tenants at retail properties
may be entitled to terminate their leases if an anchor tenant ceases operations
at such property.
Office Properties. Office properties generally require their owners to
expend significant amounts for general capital improvements, tenant improvements
and costs of reletting space. In addition, office properties that are not
equipped to accommodate the needs of modern businesses may become functionally
obsolete and thus non-competitive. Office properties may also be adversely
affected if there is an economic decline in the businesses operated by their
tenants. The risks of such an adverse effect is increased if the property
revenue is dependent on a single tenant or if there is a significant
concentration of tenants in a particular business or industry.
Hotel Properties. The risks of hotel properties include, among other
things, the necessity of a high level of continuing capital expenditures to keep
necessary furniture, fixtures and equipment updated, competition from other
hotels, increases in operating costs (which increases may not necessarily be
offset in the future by increased room rates), dependence on business and
commercial travelers and tourism, increases in fuel costs and other expenses of
travel, changes to regulation of operating liquor and other licenses, and
adverse effects of general and local economic conditions. Due to the fact that
hotel rooms are generally rented for short periods of time, hotel properties
tend to be more sensitive to adverse economic conditions and competition than
many other commercial properties.
Also, hotels may be operated pursuant to franchise, management and
operating agreements that may be terminable by the franchiser, the manager or
the operator. Contrarily, it may be difficult to terminate an ineffective
operator of a hotel property subsequent to a foreclosure of such property.
Healthcare Properties. Healthcare properties and healthcare providers are
affected by several significant factors, including federal, state and local laws
governing licenses, certification, adequacy of care, pharmaceutical
distribution, rates, equipment, personnel and other factors regarding
operations; continued availability of revenue from government reimbursement
programs (primarily Medicaid and Medicare); and competition in terms of
appearance, reputation, quality and cost of care with similar properties on a
local and regional basis.
These governmental laws and regulations are subject to frequent and
substantial changes resulting from legislation, adoption of rules and
regulations, and administrative and judicial interpretations of existing law.
Changes may also be applied retroactively and the timing of such changes cannot
be predicted. The failure of any healthcare operator to comply with governmental
laws and regulations may affect its ability to operate its facility or receive
government reimbursement. In addition, in the event that a tenant is in default
on its lease, a new operator or purchaser at a foreclosure sale will have to
apply in its own right for all relevant licenses if such new operator does not
already hold such licenses. There can be no assurance that such new licenses
could be obtained, and consequently, there can be no assurance that any
healthcare property subject to foreclosure will be disposed of in a timely
manner.
Multifamily Properties. The value and successful operation of a
multifamily property may be affected by a number of factors such as the location
of the property, the ability of management to provide adequate maintenance and
insurance, types of services provided by the property, the level of mortgage
rates, presence of competing properties, the relocation of tenants to new
projects with better amenities, adverse economic conditions in the locale, the
amount of rent charged, and oversupply of units due to new construction. In
addition, multifamily properties may be subject to rent control laws or other
laws affecting such properties, which could impact the future cash flows of such
properties.
Other factors may contribute to the riskiness of real estate investments.
Development Issues. Certain real estate companies may engage in the
development or construction of real estate properties. These portfolio companies
are exposed to a variety of risks inherent in real estate development and
construction, such as the risk that there will be insufficient tenant demand to
occupy newly-developed properties, and the risk that prices of construction
materials or construction labor may rise materially during the development
process.
21
Insurance Issues. Certain of the real estate companies may, in connection
with the issuance of securities, have disclosed that they carry comprehensive
liability, fire, flood, extended coverage and rental loss insurance with policy
specifications, limits and deductibles customarily carried for similar
properties. However such insurance is not uniform among the portfolio companies.
Moreover, there are certain types of extraordinary losses that may be
uninsurable, or not economically insurable. Certain of the properties may be
located in areas that are subject to earthquake activity for which insurance may
not be maintained. Should a property sustain damage as a result of an
earthquake, even if the portfolio company maintains earthquake insurance, the
portfolio company may incur substantial losses due to insurance deductibles,
co-payments on insured losses or uninsured losses. Should any type of uninsured
loss occur, the portfolio company could lose its investment in, and anticipated
profits and cash flows from, a number of properties and as a result, would
impact the Fund's investment performance.
Financial Leverage. Real estate companies, including REITs, may be highly
leveraged and financial covenants may affect the ability of those companies to
operate effectively. The portfolio companies are subject to risks normally
associated with debt financing. If the principal payments of a real estate
company's debt cannot be refinanced, extended or paid with proceeds from other
capital transactions, such as new equity capital, the real estate company's cash
flow may not be sufficient to repay all maturing debt outstanding.
In addition, a portfolio company's obligation to comply with financial
covenants, such as debt-to-asset ratios and secured debt-to-total asset ratios,
and other contractual obligations may restrict a REIT's range of operating
activity. A portfolio company, therefore, may be limited from incurring
additional indebtedness, selling its assets and engaging in mergers or making
acquisitions which may be beneficial to the operation of the REIT.
Environmental Issues. In connection with the ownership (direct or
indirect), operation, management and development of real properties that may
contain hazardous or toxic substances, a portfolio company may be considered an
owner or operator of such properties or as having arranged for the disposal or
treatment of hazardous or toxic substances and, therefore, may be potentially
liable for removal or remediation costs, as well as certain other costs,
including governmental fines and liabilities for injuries to persons and
property. The existence of any such material environmental liability could have
a material adverse effect on the results of operations and cash flow of any such
portfolio company and, as a result, the amount available to make distributions
on the shares could be reduced.
Smaller Companies. Even the larger REITs in the industry tend to be small
to medium-sized companies in relation to the equity markets as a whole. There
may be less trading in a smaller company's stock, which means that buy and sell
transactions in that stock could have a larger impact on the stock's price than
is the case with larger company stocks. Smaller companies also may have fewer
lines of business so that changes in any one line of business may have a greater
impact on a smaller company's stock price than is the case for a larger company.
Further, smaller company stocks may perform in different cycles than larger
company stocks. Accordingly, REIT shares can be more volatile than -- and at
times will perform differently from -- large company stocks such as those found
in the Dow Jones Industrial Average.
Tax Issues. REITs are subject to a highly technical and complex set of
provisions in the Code. It is possible that the Fund may invest in a real estate
company which purports to be a REIT but which fails to qualify as a REIT. In the
event of any such unexpected failure to qualify as a REIT, the company would be
subject to corporate-level taxation, significantly reducing the return to the
Fund on its investment in such company. REITs could possibly fail to qualify for
tax-free pass-through of income under the Code, or to maintain their exemptions
from registration under the 1940 Act.
The above factors may also adversely affect a borrower's or a lessee's
ability to meet its obligations to the REIT. In the event of a default by a
borrower or lessee, the REIT may experience delays in enforcing its rights as a
creditor or lessor and may incur substantial costs associated with protecting
its investments.
Interest Rate Transactions Risk. The Fund may enter into a swap or cap
transaction to attempt to protect itself from increasing dividend or interest
expenses resulting from increasing short-term interest rates.
22
A decline in interest rates may result in a decline in the value of the swap or
cap, which may result in a decline in the net asset value of the Fund. See "The
Fund's Investments -- Interest Rate Transactions."
Risks of Investment in Lower-Rated Securities. Fixed-income securities of
below investment grade quality (Ba/BB or below) are commonly referred to as junk
bonds. Securities of below investment grade quality are regarded as having
predominately speculative characteristics with respect to capacity to pay
interest and repay principal.
Lower-rated securities may be more susceptible to real or perceived adverse
economic and competitive industry conditions than higher grade securities. The
prices of lower-rated securities have been found to be less sensitive to
interest rate changes than more highly rated investments, but more sensitive to
adverse economic downturns or individual corporate developments. Yields on
lower-rated securities will fluctuate. If the issuer of lower-rated securities
defaults, the Fund may incur additional expenses to seek recovery.
The secondary markets in which lower-rated securities are traded may be
less liquid than the market for higher grade securities. Less liquidity in the
secondary trading markets could adversely affect the price at which the Fund
could sell a particular lower-rated security when necessary to meet liquidity
needs or in response to a specific economic event, such as a deterioration in
the creditworthiness of the issuer, and could adversely affect and cause large
fluctuations in the net asset value of the Fund. Adverse publicity and investor
perceptions may decrease the values and liquidity of high yield securities.
It is reasonable to expect that any adverse economic conditions could
disrupt the market for lower-rated securities, have an adverse impact on the
value of such securities, and adversely affect the ability of the issuers of
such securities to repay principal and pay interest thereon. New laws and
proposed new laws may adversely impact the market for lower-rated securities.
The Fund may only invest in high yield securities that are rated CCC or
higher by S&P, rated Caa or higher by Moody's, or rated CCC or higher by Fitch,
or unrated securities determined by Security Capital to be of comparable
quality. The issuers of these securities have a currently identifiable
vulnerability to default and such issues may be in default or there may be
present elements of danger with respect to principal or interest. The Fund will
not invest in securities which are in default at the time of purchase.
Non-Diversified Status. Because the Fund is classified as
"non-diversified" under the 1940 Act, it can invest a greater portion of its
assets in obligations of a single issuer. As a result, the Fund will be more
susceptible than a more widely diversified fund to any single corporate,
economic, political or regulatory occurrence. See "The Fund's Investments."
Market Disruption Risk. Certain events have a disruptive effect on the
securities markets, such as terrorist attacks (including the terrorist attacks
in the United States on September 11, 2001), war and other geopolitical events,
earthquakes, storms and other disasters. The Fund can not predict the effects of
similar events in the future on the markets or economy of the U.S. or other
countries. Disruptions of the financial markets could impact interest rates,
auctions, secondary trading, ratings, credit risk, inflation and other factors
affecting the TAPS. In addition, the potential adverse impact on Fund service
providers may affect the Fund's operations, although the Fund is not aware at
this time of significant operating difficulties at its service providers.
HOW THE FUND MANAGES RISK
INVESTMENT LIMITATIONS
The Fund has adopted certain investment limitations designed to limit
investment risk and maintain portfolio diversification. These limitations are
fundamental and may not be changed without the approval of the holders of a
majority of the outstanding Common Shares and Preferred Shares, including TAPS,
voting together as a single class, and the approval of the holders of a majority
of the outstanding Preferred Shares, including TAPS, voting as a separate class.
The Fund is subject to guidelines which are more limiting than the investment
restriction set forth above in order to obtain and maintain ratings from Moody's
or Fitch on the
23
TAPS. See "Investment Objectives -- Investment Restrictions" in the statement of
additional information for a complete list of the fundamental and
non-fundamental investment policies of the Fund.
LIMITED BORROWINGS
Under the requirements of the 1940 Act, the Fund, immediately after
issuance of any Borrowings that are senior securities representing indebtedness
(as defined in the 1940 Act) must have an asset coverage of at least 300%. With
respect to any Borrowings that are senior securities representing indebtedness,
asset coverage means the ratio which the value of the total assets of the Fund,
less all liabilities and indebtedness not represented by senior securities bears
to the aggregate amount of such Borrowings that are senior securities
representing indebtedness issued by the Fund. Certain types of Borrowings may
result in the Fund being subject to covenants in credit agreements relating to
asset coverages or portfolio composition or otherwise. In addition, the Fund may
be subject to certain restrictions imposed by guidelines of one or more rating
agencies which may issue ratings for commercial paper or notes issued by the
Fund. Such restrictions may be more stringent than those imposed by the 1940
Act.
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
The Board of Trustees is responsible for the management of the Fund,
including supervision of the duties performed by NAM and Security Capital. There
are eight trustees of the Fund, one of whom is an "interested person" (as
defined in the 1940 Act), and seven of whom are not "interested persons." The
names and business addresses of the trustees and officers of the Fund and their
principal occupations and other affiliations during the past five years are set
forth under "Management of the Fund" in the statement of additional information.
INVESTMENT ADVISER AND SUBADVISER
NAM, a registered investment adviser, 333 West Wacker Drive, Chicago,
Illinois 60606, serves as the investment adviser to the Fund. NAM serves as
investment adviser to investment portfolios with approximately $75 billion in
assets under management as of March 31, 2006. See the statement of additional
information under "Investment Advisers."
NAM is responsible for the selection of the subadviser and ongoing
monitoring of the subadviser, managing the Fund's business affairs and providing
certain clerical, bookkeeping and other administrative services.
NAM is a wholly-owned subsidiary of Nuveen, 333 West Wacker Drive, Chicago,
Illinois 60606. Founded in 1898, Nuveen and its affiliates have over $145
billion of net assets under management or surveillance. Nuveen is a
publicly-traded company which is principally engaged in asset management and
related research. Nuveen's common stock is traded on the New York Stock Exchange
under the symbol "JNC."
Security Capital, 10 South Dearborn Street, Suite 1400, Chicago, Illinois
60603, is the subadviser to the Fund. Security Capital is a wholly-owned
subsidiary of J.P. Morgan Chase & Co. Security Capital, which is registered as
an investment adviser with the Securities and Exchange Commission, commenced
operations in January 1995 and had approximately $5.9 billion in assets under
management as of March 31, 2006.
24
PORTFOLIO MANAGERS
A team of full-time Security Capital professionals, working together as the
Fund's Portfolio Management Committee, is primarily responsible for overseeing
the day-to-day operations of the Fund. The members of the Portfolio Management
Committee are as follows:
Anthony R. Manno Jr. is CEO, President and Chief Investment Officer of
Security Capital. He is Chairman, President and Managing Director of
SC-Preferred Growth Incorporated. Prior to joining Security Capital in 1994, Mr.
Manno spent 14 years with LaSalle Partners Limited as a Managing Director,
responsible for real estate investment banking activities.
Kenneth D. Statz is a Managing Director and Senior Market Strategist of
Security Capital where he is responsible for the development and implementation
of portfolio investment strategy. Prior to joining Security Capital in 1995, Mr.
Statz was a Vice President in the Investment Research Department of Goldman,
Sachs & Co., concentrating on research and underwriting for the REIT industry.
Kevin W. Bedell is a Managing Director of Security Capital where he directs
the Investment Analysis Team, which provides in-depth proprietary research on
publicly listed companies. Prior to joining Security Capital in 1996, Mr. Bedell
spent nine years with LaSalle Partners Limited where he was Equity Vice
President and Portfolio Manager, with responsibility for strategic, operational
and financial management of a private real estate investment trust with
commercial real estate investments in excess of $1 billion.
David E. Rosenbaum is a Managing Director of Security Capital where he
leads the Investment Structuring Team. He is also Managing Director of
SC-Preferred Growth Incorporated. Prior to joining Security Capital in 1997, Mr.
Rosenbaum was a Vice President at Lazard Freres & Co., LLC, where he structured
investments in real estate operating companies.
The Fund's Statement of Additional Information has additional information
about the portfolio managers, including other accounts they manage, their
ownership of the Fund and their compensation structure.
INVESTMENT MANAGEMENT AGREEMENT
Pursuant to an investment management agreement between the NAM and the
Fund, NAM manages the investment and reinvestment of the assets of the Fund in
accordance with the Fund's investment objective and policies and limitations and
is responsible for the overall management of the Fund's business affairs,
subject to the supervision of the Fund's Board of Trustees. Under the agreement,
the Fund has agreed to pay for the services and facilities by NAM an annual
management fee. The Fund's management fee is separated into two components -- a
complex-level component, based on the aggregate amount of all fund assets
managed by NAM, and a specific fund-level component, based only on the amount of
assets within the Fund. This pricing structure enables Nuveen fund shareholders
to benefit from growth in the assets within each individual fund as well as from
growth in the amount of complex-wide assets managed by NAM.
The annual fund-level fee, payable monthly, for the Fund is based upon the
daily Managed Assets of the Fund as follows:
FUND-LEVEL
AVERAGE DAILY MANAGED ASSETS(1) MANAGEMENT FEE
------------------------------- --------------
Up to $500 million.......................................... .7000%
$500 million to $1 billion.................................. .6750%
$1 billion to $1.5 billion.................................. .6500%
$1.5 billion to $2 billion.................................. .6250%
$2 billion and over......................................... .6000%
---------------
(1) Net assets including assets attributable to Preferred Shares, including
TAPS, and the principal amount of Borrowings.
25
The annual complex-level fee, payable monthly, which is additive to the
fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the
aggregate amount of total fund assets managed as stated in the table below. As
of March 31, 2006, the complex-level fee rate was .1887%.
COMPLEX-LEVEL
COMPLEX-LEVEL ASSETS(1) FEE RATE
----------------------- -------------
For the first $55 billion................................... .2000%
For the next $1 billion..................................... .1800%
For the next $1 billion..................................... .1600%
For the next $3 billion..................................... .1425%
For the next $3 billion..................................... .1325%
For the next $3 billion..................................... .1250%
For the next $5 billion..................................... .1200%
For the next $5 billion..................................... .1175%
For the next $15 billion.................................... .1150%
For Managed Assets over $91 billion(2)...................... .1400%
---------------
(1) The complex-level fee component of the management fee for the funds is
calculated based upon the aggregate Managed Assets ("Managed Assets" means
the average daily net assets of each fund including assets attributable to
all types of leverage used by the Nuveen funds) of Nuveen-sponsored funds in
the U.S.
(2) With respect to the complex-wide Managed Assets over $91 billion, the fee
rate or rates that will apply to such assets will be determined at a later
date. In the unlikely event that complex-wide Managed Assets reach $91
billion prior to a determination of the complex-level fee rate or rates to
be applied to Managed Assets in excess of $91 billion, the complex-level fee
rate for such complex-wide Managed Assets shall be .1400% until such time as
a different rate or rates is determined.
Pursuant to a sub-advisory agreement between NAM and Security Capital,
Security Capital manages the investment portfolio of the Fund. Security Capital
receives from NAM a percent of the management fee (net of the reimbursements
described below) according to the following schedule:
PERCENTAGE OF
AVERAGE DAILY MANAGED ASSETS(1) MANAGEMENT FEE
------------------------------- --------------
Up to $125 million.......................................... 50.0%
$125 million to $150 million................................ 47.5%
$150 million to $175 million................................ 45.0%
$175 million to $200 million................................ 42.5%
$200 million and over....................................... 40.0%
---------------
(1) Net assets including assets attributable to Preferred Shares, including
TAPS, and the principal amount of Borrowings.
In addition to the fee of NAM, the Fund pays all other costs and expenses
of its operations, including compensation of its trustees (other than those
affiliated with NAM), custodian, transfer agency and dividend disbursing
expenses, legal fees, expenses of independent auditors, expenses of repurchasing
shares, expenses of preparing, printing and distributing shareholder reports,
notices, proxy statements and reports to governmental agencies, and taxes, if
any.
26
For the first ten years of the Fund's operation, NAM has contractually
agreed to reimburse the Fund for fees and expenses in the amounts, and for the
time periods, set forth below:
PERCENTAGE REIMBURSED
(AS A PERCENTAGE OF AVERAGE
YEAR ENDING NOVEMBER 30, DAILY MANAGED ASSETS)*
------------------------ ---------------------------
2006**...................................................... .30%
2007........................................................ .25%
2008........................................................ .20%
2009........................................................ .15%
2010........................................................ .10%
2011........................................................ .05%
---------------
* Net assets including assets attributable to Preferred Shares, including TAPS,
and the principal amount of Borrowings.
** The percentage reimbursed for the periods ending November 30, 2001 through
November 30, 2005 was 0.30%.
NAM has not agreed to reimburse the Fund for any portion of its fees and
expenses beyond November 30, 2011.
The Fund's investment management agreement and sub-advisory agreement (the
"Advisory Agreements") have been approved by a majority of the disinterested
trustees of the Fund and the sole shareholder of the Fund. The renewal of the
Advisory Agreements was last approved on May 10-12, 2005. A discussion regarding
the Board of Trustees' decision to approve the renewal of the Advisory
Agreements is available in the Fund's semiannual report to shareholders for the
six-month period ended June 30, 2005.
DESCRIPTION OF TAPS
The following is a brief description of the terms of TAPS. This description
does not purport to be complete and is subject to and qualified in its entirety
by reference to the more detailed description of TAPS in the Fund's Amended and
Restated Statement Establishing and Fixing the Rights and Preferences of Taxable
Auctioned Preferred Shares (the "Statement") attached as Appendix A to the
statement of additional information.
GENERAL
The Fund's Declaration of Trust authorizes the issuance of an unlimited
number of preferred shares, par value $.01 per share, in one or more classes or
series, with rights as determined by the Board of Trustees without the approval
of common shareholders. The Statement currently authorizes the issuance of
shares of TAPS as follows: 1,720, 1,720, 1,720 and 1,720 TAPS Series M, T, W and
F, respectively and 2,000 shares TAPS Series TH. The shares of TAPS have a
liquidation preference of $25,000 per share, plus all accumulated but unpaid
dividends (whether or not earned or declared) to the date of final distribution.
The TAPS when issued and sold through this Offering (i) will be fully paid and,
subject to matters described in "Certain Provisions in the Declaration of
Trust," non-assessable, (ii) will not be convertible into Common Shares or other
capital stock of the Fund, (iii) will have no preemptive rights, and (iv) will
not be subject to any sinking fund. The TAPS will be subject to optional and
mandatory redemption as described below under "-- Redemption."
Holders of TAPS will not receive certificates representing their ownership
interest in such shares. DTC will initially act as Securities Depository for the
Agent Members with respect to the TAPS.
In addition to serving as the Auction Agent in connection with the Auction
Procedures described below, the Auction Agent will act as the transfer agent,
registrar, and paying agent for the TAPS. Furthermore, the Auction Agent will
send notices to holders of TAPS of any meeting at which holders of TAPS have the
right
27
to vote. See "-- Voting Rights" below. However, the Auction Agent generally will
serve merely as the agent of the Fund, acting in accordance with the Fund's
instructions.
Except in an Auction, the Fund will have the right (to the extent permitted
by applicable law) to purchase or otherwise acquire any share of TAPS, so long
as the Fund is current in the payment of dividends on the TAPS and on any other
capital shares of the Fund ranking on a parity with the TAPS with respect to the
payment of dividends or upon liquidation.
DIVIDENDS AND DIVIDEND PERIODS
General. Holders of TAPS will be entitled to receive, when, as and if
declared by the Board of Trustees, out of funds legally available therefor,
cumulative cash dividends on their shares, at the Applicable Rate determined as
set forth below under "-- Determination of Dividend Rate," payable on the
respective dates set forth below. Dividends so declared and payable shall be
paid to the extent permitted under the Code, and to the extent available and in
preference to and priority over any dividend declared and payable on the Common
Shares.
On the Business Day next preceding each Dividend Payment Date, the Fund is
required to deposit with the Paying Agent sufficient funds for the payment of
dividends. The Fund does not intend to establish any reserves for the payment of
dividends.
All monies paid to the Paying Agent for the payment of dividends shall be
held in trust for the payment of such dividends to the Holders. Each dividend
will be paid by the Paying Agent to the Holders as their names appear on the
share ledger or share records of the Fund, which Holder is expected to be the
nominee of the Securities Depository. The Securities Depository will credit the
accounts of the Agent Members of the beneficial owners in accordance with the
Securities Depository's normal procedures. The Securities Depository's current
procedures provide for it to distribute dividends in same-day funds to Agent
Members who are in turn expected to distribute such dividends to the persons for
whom they are acting as agents. The Agent Member of a beneficial owner will be
responsible for holding or disbursing such payments on the applicable Dividend
Payment Date to such beneficial owner in accordance with the instructions of
such beneficial owner.
Dividends in arrears for any past Dividend Period may be declared and paid
at any time, without reference to any regular Dividend Payment Date, to the
Holders as their names appear on the share ledger or share records of the Fund
on such date, not exceeding 15 days preceding the payment date thereof, as may
be fixed by the Board of Trustees. Any dividend payment shall first be credited
against the earliest accumulated but unpaid dividends. No interest will be
payable in respect of any dividend payment or payments which may be in arrears.
See "-- Default Period" below.
The amount of dividends per share payable (if declared) on each Dividend
Payment Date of each Dividend Period of less than one year (or in respect of
dividends on another date in connection with a redemption during such Dividend
Period) shall be computed by multiplying the Applicable Rate (or the Default
Rate) for such Dividend Period (or a portion thereof) by a fraction, the
numerator of which will be the number of days in such Dividend Period (or
portion thereof) that such share was outstanding and for which the Applicable
Rate or the Default Rate was applicable and the denominator of which will be
365, multiplying the amount so obtained by $25,000, and rounding the amount so
obtained to the nearest cent. During any Dividend Period of one year or more,
the amount of dividends per share payable on any Dividend Payment Date (or in
respect of dividends on another date in connection with a redemption during such
dividend period) shall be computed as described in the preceding sentence,
except that it will be determined on the basis of a year consisting of twelve
30-day months.
Determination of Dividend Rate. The dividend rate for the initial Dividend
Period (i.e. the period from and including the Date of Original Issue to and
including the initial Auction Date) and the initial Auction Date are set forth
on the inside cover page of the prospectus. For each subsequent Dividend Period,
subject to certain exceptions, the dividend rate will be the Applicable Rate
that the Auction Agent advises the Fund has resulted from an Auction.
28
The initial Dividend Period for the TAPS shall be days. Dividend
Periods after the initial Dividend Period shall either be Standard Dividend
Periods or, subject to certain conditions and with notice to Holders, Special
Dividend Periods.
A Special Dividend Period will not be effective unless Sufficient Clearing
Bids exist at the Auction in respect of such Special Dividend Period (that is,
in general, the number of shares subject to Buy Orders by Potential Holders is
at least equal to the number of shares subject to Sell Orders by Existing
Holders).
Dividends will accumulate at the Applicable Rate from the Date of Original
Issue and shall be payable on each Dividend Payment Date thereafter. For
Dividend Periods of less than 30 days Dividend Payment Dates shall occur on the
first Business Day following such Dividend Period and, if greater than 30 days
then on a monthly basis on the first Business Day of each month within such
Dividend Period and on the Business Day following the last day of such Dividend
Period. Dividends will be paid through the Securities Depository on each
Dividend Payment Date.
Except during a Default Period as described below, the Applicable Rate
resulting from Auction will not be greater than the Maximum Rate, which is equal
to 150% of the applicable AA Composite Commercial Paper Rate (for a Dividend
Period of fewer than 184 days) or the applicable Treasury Index Rate (for a
Dividend Period of 184 days or more (each, a "Reference Rate")), in each case
subject to upward but not downward adjustment in the discretion of the Board of
Trustees after consultation with the Broker-Dealers, provided that immediately
following any such increase the Fund would be in compliance with the TAPS Basic
Maintenance Amount nor, for Standard Dividend Periods or less only, will the
Applicable Rate be less than the Minimum Rate, which is 70% of the applicable AA
Composite Commercial Paper Rate. No minimum rate is specified for Auctions in
respect to Dividend Periods of more than the Standard Dividend Period.
The Maximum Rate for the shares of TAPS will apply automatically following
an Auction for such shares in which Sufficient Clearing Bids have not been made
(other than because all shares of TAPS were subject to Submitted Hold Orders) or
following the failure to hold an Auction for any reason on the Auction Date
scheduled to occur (except for circumstances in which the Dividend Rate is the
Default Rate, as described below).
The All Hold Rate will apply automatically following an Auction in which
all of the outstanding shares are subject to (or are deemed to be subject to)
Submitted Hold Orders. The All Hold Rate is 80% of the applicable AA Composite
Commercial Paper Rate.
Prior to each Auction, Broker-Dealers will notify Holders of the term of
the next succeeding Dividend Period as soon as practicable after the
Broker-Dealers have been so advised by the Fund. After each auction, on the
Auction Date, Broker-Dealers will notify Holders of the Applicable Rate for the
next succeeding Dividend Period and of the Auction Date of the next succeeding
Auction.
Notification of Dividend Period. The Fund will designate the duration of
Dividend Periods of the TAPS; provided, however, that no such designation is
necessary for a Standard Dividend Period and that any designation of a Special
Dividend Period shall be effective only if (i) notice thereof shall have been
given as provided herein, (ii) any failure to pay in the timely manner to the
Auction Agent the full amount of any dividend on, or the redemption price of,
the TAPS shall have been cured as set forth under "-- Default Period," (iii)
Sufficient Clearing Bids shall have existed in an Auction held on the Auction
Date immediately preceding the first day of such proposed Special Dividend
Period, (iv) if the Fund shall have mailed a notice of redemption with respect
to any shares, as described under "-- Redemption" below, the Redemption Price
with respect to such shares shall have been deposited with the Paying Agent, and
(v) in the case of the designation of a Special Dividend Period, the Fund has
confirmed that, as of the Auction Date next preceding the first day of such
Special Dividend Period, it has Eligible Assets with an aggregate Discounted
Value at least equal to the TAPS Basic Maintenance Amount (as defined below) and
has consulted with the Broker-Dealers and has provided notice and a TAPS Basic
Maintenance Certificate (as defined below) to each Rating Agency which is then
rating the TAPS and so requires.
If the Fund proposes to designate any Special Dividend Period, not fewer
than 7 (or two Business Days in the event the duration of the Dividend Period
prior to such Special Dividend Period is fewer than 8 days) nor
29
more than 30 days prior to the first day of such Special Dividend Period, notice
shall be (i) made by press release and (ii) communicated by the Fund by
telephonic or other means to the Auction Agent and confirmed in writing promptly
thereafter. Each such notice shall state (A) that the Fund proposes to exercise
its option to designate a succeeding Special Dividend Period, specifying the
first and last days thereof and (B) that the Fund will, by 3:00 p.m. New York
City time, on the second Business Day next preceding the first day of such
Special Dividend Period, notify the Auction Agent, who will promptly notify the
Broker-Dealers, of either (x) its determination, subject to certain conditions,
to proceed with such Special Dividend Period, subject to the terms of any
Specific Redemption Provisions, or (y) its determination not to proceed with
such Special Dividend Period in which latter event the succeeding Dividend
Period shall be a Standard Dividend Period.
No later than 3:00 p.m., New York City time, on the second Business Day
next preceding the first day of any proposed Special Dividend Period, the Fund
shall deliver to the Auction Agent, who will promptly deliver to the
Broker-Dealers and Existing Holders, either:
(i) a notice stating (A) that the Fund has determined to designate the
next succeeding Dividend Period as a Special Dividend Period, specifying
the first and last days thereof and (B) the terms of any Specific
Redemption Provisions; or
(ii) a notice stating that the Fund has determined not to exercise its
option to designate a Special Dividend Period.
If the Fund fails to deliver either such notice with respect to any
designation of any proposed Special Dividend Period to the Auction Agent or is
unable to make the confirmation described above by 3:00 p.m., New York City
time, on the second Business Day next preceding the first day of such proposed
Special Dividend Period, the Fund shall be deemed to have delivered a notice to
the Auction Agent with respect to such Dividend Period to the effect set forth
in clause (ii) above, thereby resulting in a Standard Dividend Period.
Default Period. Subject to cure provisions, a "Default Period" with
respect to a particular Series will commence on any date the Fund fails to
deposit irrevocably in trust in same-day funds, with the Paying Agent by 12:00
noon, New York City time, (A) the full amount of any declared dividend on that
Series payable on the Dividend Payment Date (a "Dividend Default") or (B) the
full amount of any redemption price (the "Redemption Price") payable on the date
fixed for redemption (the "Redemption Date") (a "Redemption Default") and
together with a Dividend Default, hereinafter referred to as "Default"). Subject
to cure provisions, a Default Period with respect to a Dividend Default or a
Redemption Default shall end on the Business Day on which, by 12:00 noon, New
York City time, all unpaid dividends and any unpaid Redemption Price shall have
been deposited irrevocably in trust in same-day funds with the Paying Agent. In
the case of a Dividend Default, the Applicable Rate for each Dividend Period
commencing during a Default Period will be equal to the Default Rate, and each
subsequent Dividend Period commencing after the beginning of a Default Period
shall be a Standard Dividend Period; provided, however, that the commencement of
a Default Period will not by itself cause the commencement of a new Dividend
Period. No Auction shall be held during a Default Period applicable to that
Series of TAPS. No Default Period with respect to a Dividend Default or
Redemption Default shall be deemed to commence if the amount of any dividend or
any Redemption Price due (if such default is not solely due to the willful
failure of the Fund) is deposited irrevocably in trust, in same-day funds with
the Paying Agent by 12:00 noon, New York City time within three Business Days
after the applicable Dividend Payment Date or Redemption Date, together with an
amount equal to the Default Rate applied to the amount of such non-payment based
on the actual number of days comprising such period divided by 360 for each
Series. The Default Rate shall be equal to the Reference Rate multiplied by
three (3).
Subject to the foregoing, and any requirements of Massachusetts law, to the
extent that the Fund's net investment income for any year exceeds any current or
accumulated dividends on the TAPS, the Fund intends to distribute such net
investment income to the holders of the Common Shares. The term "net investment
income" includes interest, dividends, net short-term capital gains and other
income received or accrued less the advisory fee, bank custodian charges, taxes
(except capital gains taxes) and other expenses properly chargeable against
income, but generally does not include net capital gains, dividends paid in
shares of stock, transfer taxes, brokerage or other capital charges or
distributions designated as a return of capital. The Fund
30
also intends to distribute any realized net capital gains (defined as the excess
of net long-term capital gains over net short-term capital losses) annually to
the holders of the Common Shares (subject to the prior rights of the holders of
the TAPS) subject to the foregoing and any requirements of Massachusetts law.
RESTRICTIONS ON DIVIDEND, REDEMPTION AND OTHER PAYMENTS
Under the 1940 Act, the Fund may not (i) declare any dividend with respect
to the TAPS if, at the time of such declaration (and after giving effect
thereto), asset coverage with respect to the Fund's Borrowings that are senior
securities representing indebtedness (as defined in the 1940 Act) (not including
bank borrowings), would be less than 200% (or such other percentage as may in
the future be specified in or under the 1940 Act as the minimum asset coverage
for senior securities representing indebtedness of a closed-end investment
company as a condition of declaring dividends on its preferred shares) or (ii)
declare any other distribution on the TAPS or purchase or redeem shares of TAPS
if at the time of the declaration (and after giving effect thereto), asset
coverage with respect to the Fund's Borrowings that are senior securities
representing indebtedness (not including bank borrowings) would be less than
300% (or such higher percentage as may in the future be specified in or under
the 1940 Act as the minimum asset coverage for senior securities representing
indebtedness of a closed-end investment company as a condition of declaring
distributions, purchases or redemptions of its shares of beneficial interest).
"Senior securities representing indebtedness" generally means any bond,
debenture, note or similar obligation or instrument constituting a security
(other than shares of beneficial interest) and evidencing indebtedness and could
include the Fund's obligations under any Borrowings. For purposes of the
restrictions above, the term "senior security" does not include any promissory
note or other evidence of indebtedness issued in consideration of any loan,
extension or renewal thereof, made by a bank or other person and privately
arranged, and not intended to be publicly distributed. The term "senior
security" also does not include any such promissory note or other evidence of
indebtedness in any case where such a loan is for temporary purposes only and in
an amount not exceeding 5% of the value of the total assets of the Fund at the
time when the loan is made; a loan is presumed under the 1940 Act to be for
temporary purposes if it is repaid within 60 days and is not extended or
renewed; otherwise it is presumed not to be for temporary purposes. For purposes
of determining whether the 200% and 300% asset coverage requirements described
above apply in connection with dividends or distributions on or purchases or
redemptions of TAPS, such asset coverages may be calculated on the basis of
values calculated as of a time within 48 hours (not including Sundays or
holidays) next preceding the time of the applicable determination.
In addition, a declaration of a dividend or other distribution on or
purchase or redemption of TAPS may be prohibited (i) at any time that an event
of default under any Borrowings has occurred and is continuing; or (ii) after
giving effect to such declaration, the Fund would not have eligible portfolio
holdings with an aggregated Discounted Value at least equal to any asset
coverage requirements associated with such Borrowings; or (iii) the Fund has not
redeemed the full amount of Borrowings, if any, required to be redeemed by any
provision for mandatory redemption.
Upon failure to pay dividends for two years or more, the holders of TAPS
will acquire certain additional voting rights. See "-- Voting Rights" below.
Such rights shall be the exclusive remedy of the holders of TAPS upon any
failure to pay dividends on the TAPS.
For so long as any shares of TAPS are outstanding, except in connection
with the liquidation of the Fund, or a refinancing of the TAPS as provided in
the Statement, the Fund will not declare, pay or set apart for payment any
dividend or other distribution (other than a dividend or distribution paid in
shares of, or options, warrants or rights to subscribe for or purchase, Common
Shares or other shares, if any, ranking junior to the TAPS as to dividends or
upon liquidation) in respect to Common Shares or any other shares of the Fund
ranking junior to or on a parity with the TAPS as to dividends or upon
liquidation, or call for redemption, redeem, purchase or otherwise acquire for
consideration any Common Shares or any other such junior shares (except by
conversion into or exchange for shares of the Fund ranking junior to the TAPS as
to dividends and upon liquidation) or any such parity shares (except by
conversion into or exchange for shares of the Fund ranking junior to or on a
parity with the TAPS as to dividends and upon liquidation), unless (i) there is
no event of default under any Borrowings that is continuing; (ii) immediately
after such transaction, the Fund would have Eligible Assets with an aggregate
Discounted Value at least equal to the TAPS Basic
31
Maintenance Amount (as defined below) and the Fund would maintain the 1940 Act
TAPS Asset Coverage (as defined below) (see "-- Asset Maintenance"); (iii)
immediately after such transaction, the Fund would have eligible portfolio
holdings with an aggregated discounted value at least equal to the asset
coverage requirements, if any, under any Borrowings; (iv) full cumulative
dividends on the TAPS due on or prior to the date of the transaction have been
declared and paid; (v) the Fund has redeemed the full number of shares of TAPS
required to be redeemed by any provision for mandatory redemption contained in
the Statement (see "-- Redemption"); and (vi) the Fund has redeemed the full
amount of any Borrowings required to be redeemed by any provision for mandatory
redemption.
REDEMPTION
Optional Redemption. To the extent permitted under the 1940 Act and
Massachusetts law, the Fund at its option may redeem shares of TAPS having a
Dividend Period of one year or less, in whole or in part, on the Dividend
Payment Date upon not less than 15 days' and not more than 40 days' prior
notice. The optional redemption price per share shall be $25,000 per share, plus
an amount equal to accumulated but unpaid dividends thereon (whether or not
earned or declared) to the date fixed for redemption. Shares of TAPS having a
Dividend Period of more than one year are redeemable at the option of the Fund,
in whole or in part, prior to the end of the relevant Dividend Period, subject
to any Specific Redemption Provisions, which may include the payment of
redemption premiums to the extent required under any applicable Specific
Redemption Provisions. The Fund shall not effect any optional redemption unless
after giving effect thereto (i) the Fund has available certain Deposit
Securities with maturity or tender dates not later than the day preceding the
applicable redemption date and having a value not less than the amount
(including any applicable premium) due to Holders of TAPS by reason of the
redemption of TAPS on such date fixed for the redemption and (ii) the Fund would
have Eligible Assets with an aggregate Discounted Value at least equal to the
TAPS Basic Maintenance Amount.
The Fund also reserves the right to repurchase TAPS in market or other
transactions from time to time in accordance with applicable law and at a price
that may be more or less than the liquidation preference of the TAPS, but is
under no obligation to do so.
Mandatory Redemption. If the Fund fails to maintain, as of any Valuation
Date, Eligible Assets with an aggregate Discounted Value at least equal to the
TAPS Basic Maintenance Amount or, as of the last Business Day of any month, the
1940 Act TAPS Asset Coverage, and such failure is not cured within ten Business
Days following such Valuation Date in the case of a failure to maintain the TAPS
Basic Maintenance Amount on the last Business Day of the following month in the
case of a failure to maintain the 1940 Act TAPS Asset Coverage as of such last
Business Day (each an "Asset Coverage Cure Date"), the TAPS will be subject to
mandatory redemption out of funds legally available therefore. See "-- Asset
Maintenance." The number of shares of TAPS to be redeemed in such circumstances
will be equal to the lesser of (i) the minimum number of shares of TAPS the
redemption of which, if deemed to have occurred immediately prior to the opening
of business on the relevant Asset Coverage Cure Date, would result in the Fund
having sufficient Eligible Assets to restore the TAPS Basic Maintenance Amount
or 1940 Act TAPS Asset Coverage, as the case may be, in either case as of the
relevant Asset Coverage Cure Date (provided that, if there is no such minimum
number of shares the redemption of which would have such result, all shares of
TAPS then outstanding will be redeemed), and (ii) the maximum number of shares
of TAPS that can be redeemed out of funds expected to be available therefore on
the Mandatory Redemption Date (as defined below) at the Mandatory Redemption
Price (as defined below).
The Fund shall allocate the number of shares required to be redeemed to
satisfy the TAPS Basic Maintenance Amount or the 1940 Act TAPS Asset Coverage,
as the case may be, pro rata among the Holders of TAPS in proportion to the
number of shares they hold, by lot or by such other method as the Fund shall
deem fair and equitable, subject to mandatory redemption provisions, if any.
The Fund is required to effect such a mandatory redemption not later than
30 days after the Asset Coverage Cure Date, as the case may be (the "Mandatory
Redemption Date"), except that if the Fund does not have funds legally available
for the redemption of, or is not otherwise legally permitted to redeem, all of
32
the required number of shares of TAPS which are subject to mandatory redemption,
or the Fund otherwise is unable to effect such redemption on or prior to such
Mandatory Redemption Date, the Fund will redeem those shares of TAPS on the
earliest practicable date on which the Fund will have such funds available, upon
notice to record owners of shares of TAPS and the Paying Agent. The Fund's
ability to make a mandatory redemption may be limited by the provisions of the
1940 Act or Massachusetts law.
The redemption price per share in the event of any mandatory redemption
will be $25,000 per share, plus an amount equal to accumulated but unpaid
dividends (whether or not earned or declared) to the date fixed for redemption,
plus (in the case of a Dividend Period of more than one year) any redemption
premium, if any, determined by the Board of Trustees after consultation with the
Broker-Dealers and set forth in any applicable Specific Redemption Provisions
(the "Mandatory Redemption Price").
Redemption Procedure. Pursuant to Rule 23c-2 under the 1940 Act, the Fund
will file a notice of its intention to redeem with the SEC so as to provide at
least the minimum notice required by such Rule or any successor provision
(notice currently must be filed with the SEC generally at least 30 days prior to
the redemption date). The Fund shall deliver a notice of redemption to the
Auction Agent containing the information described below one Business Day prior
to the giving of notice to Holders in the case of optional redemptions as
described above and on or prior to the 30th day preceding the Mandatory
Redemption Date in the case of a mandatory redemption as described above. The
Auction Agent will use its reasonable efforts to provide notice to each holder
of TAPS called for redemption by electronic means not later than the close of
business on the Business Day immediately following the Business Day on which the
Auction Agent determines the shares to be redeemed (or, during a Default Period
with respect to such shares, not later than the close of business on the
Business Day immediately following the day on which the Auction Agent receives
notice of redemption from the Fund). Such notice will be confirmed promptly in
writing not later than the close of business on the third Business Day preceding
the redemption date by providing the notice to each holder of record of shares
of TAPS called for redemption, the Paying Agent (if different from the Auction
Agent) and the Securities Depository ("Notice of Redemption"). Notice of
Redemption will be addressed to the registered owners of the TAPS at their
addresses appearing on the share records of the Fund. Such notice will set forth
(i) the redemption date, (ii) the number and identity of shares of TAPS to be
redeemed, (iii) the redemption price (specifying the amount of accumulated
dividends to be included therein), (iv) that dividends on the shares to be
redeemed will cease to accumulate on such redemption date, and (v) the provision
under which redemption shall be made.
If fewer than all of the shares of a series of TAPS are redeemed on any
date, the shares to be redeemed on such date will be selected by the Fund on a
pro rata basis in proportion to the number of shares held by such holders, by
lot or by such other method as is determined by the Fund to be fair and
equitable, subject to the terms of any Specific Redemption Provisions. Shares of
TAPS may be subject to mandatory redemption as described herein notwithstanding
the terms of any Specific Redemption Provisions. The Auction Agent will give
notice to the Securities Depository, whose nominee will be the record holder of
all of the shares of TAPS, and the Securities Depository will determine the
number of shares to be redeemed from the account of the Agent Member of each
beneficial owner. Each Agent Member will determine the number of shares to be
redeemed from the account of each beneficial owner for which it acts as agent.
An Agent Member may select for redemption shares from the accounts of some
beneficial owners without selecting for redemption any shares from the accounts
of other beneficial owners. Notwithstanding the foregoing, if neither the
Securities Depository nor its nominee is the record holder of all of the shares,
the particular shares to be redeemed shall be selected by the Fund by lot, on a
pro rata basis between each series or by such other method as the Fund shall
deem fair and equitable, as contemplated above.
If Notice of Redemption has been given, then upon the deposit of funds
sufficient to effect such redemption, dividends on such shares should cease to
accumulate and such shares should be no longer deemed to be Outstanding for any
purpose and all rights of the owners of the shares so called for redemption will
cease and terminate, except the right of the owners of such shares to receive
the redemption price, but without any interest or additional amount. The Fund
shall be entitled to receive from the Paying Agent, promptly after the date
fixed for redemption, any cash deposited with the Paying Agent in excess of (i)
the aggregate redemption price of the shares of TAPS called for redemption on
such date and (ii) such other amounts, if any, to which
33
holders of shares of TAPS called for redemption may be entitled. The Fund will
be entitled to receive, from time to time, from the Paying Agent the interest,
if any, earned on such funds deposited with the Paying Agent and the owners of
shares so redeemed will have no claim to any such interest. Any funds so
deposited which are unclaimed two years after such redemption date will be paid,
to the extent permitted by law, by the Paying Agent to the Fund upon its
request. Thereupon, Holders of TAPS called for redemption may look only to the
Fund for payment.
So long as any shares of TAPS are held of record by the nominee of the
Securities Depository, the redemption price for such shares will be paid on the
redemption date to the nominee of the Securities Depository. The Securities
Depository's normal procedures provide for it to distribute the amount of the
redemption price to Agent Members who, in turn, are expected to distribute such
funds to the persons for whom they are acting as agent.
Notwithstanding the provisions for redemption described above, no shares of
TAPS may be redeemed unless all dividends in arrears on the outstanding shares
of TAPS, and all shares of beneficial interest of the Fund ranking on a parity
with the TAPS with respect to the payment of dividends or upon liquidation, have
been or are being contemporaneously paid or set aside for payment, except in
connection with the liquidation of the Fund in which case all shares of TAPS and
all shares ranking in a parity with the TAPS must receive proportionate amounts
and that the foregoing shall not prevent the purchase or acquisition of all the
Outstanding shares of the TAPS pursuant to the successful completion of an
otherwise lawful purchase or exchange offer made on the same terms to, and
accepted by, Holders of all Outstanding shares of the TAPS.
Except for the provisions described above, nothing contained in the
Statement limits any legal right of the Fund to purchase or otherwise acquire
any shares of TAPS outside of an Auction at any price, whether higher or lower
than the price that would be paid in connection with an optional or mandatory
redemption, so long as, at the time of any such purchase, there is no arrearage
in the payment of dividends on or the mandatory or optional redemption price
with respect to, any shares of TAPS for which Notice of Redemption has been
given and the Fund is in compliance with the 1940 Act TAPS Asset Coverage and
has Eligible Assets with an aggregate Discounted Value at least equal to the
TAPS Basic Maintenance Amount after giving effect to such purchase or
acquisition on the date thereof. Any shares which are purchased, redeemed or
otherwise acquired by the Fund shall have no voting rights. If fewer than all
the outstanding shares of TAPS are redeemed or otherwise acquired by the Fund,
the Fund shall give notice of such transaction to the Auction Agent, in
accordance with the procedures agreed upon by the Board of Trustees.
ASSET MAINTENANCE
The Fund is required to satisfy two separate asset maintenance requirements
in respect of the TAPS: (i) the Fund must maintain assets in its portfolio that
have a value, discounted in accordance with guidelines set forth by a rating
agency, at least equal to the aggregate liquidation preference of the TAPS plus
specified liabilities, payment obligations and other amounts; and (ii) the Fund
must maintain asset coverage for TAPS of at least 200%.
TAPS Basic Maintenance Amount. The Fund must maintain, as of each
Valuation Date on which any share of TAPS is Outstanding, Eligible Assets having
an aggregate Discounted Value at least equal to the TAPS Basic Maintenance
Amount, which is calculated separately for Moody's (if Moody's is then rating
the TAPS), Fitch (if Fitch is then rating the TAPS) and any Other Rating Agency
which is then rating the TAPS and so requires. If the Fund fails to maintain
Eligible Assets having an aggregated Discounted Value at least equal to the TAPS
Basic Maintenance Amount as of any Valuation Date and such failure is not cured
on or before the related Asset Coverage Cure Date, the Fund will be required in
certain circumstances to redeem certain of the shares of TAPS. See
"-- Redemption -- Mandatory Redemption."
The "TAPS Basic Maintenance Amount" as of any Valuation Date is defined as
the dollar amount equal to:
(i)(A) the sum of the products resulting from multiplying the number
of Outstanding TAPS on such date by the liquidation preference (and
redemption premium, if any) per share; (B) the aggregate
34
amount of dividends that will have accumulated at the respective Applicable
Rate to (but not including) the first respective Dividend Payment Date for
each Outstanding TAPS that follows such Valuation Date; (C) the aggregate
amount of dividends that would accumulate on shares of each series of TAPS
outstanding from such first respective Dividend Payment Date therefor
through the 45th day after such Valuation Date, at the Maximum Rate
(calculated as if such Valuation Date were the Auction Date for the
Dividend Period commencing on such Dividend Payment Date) for a Standard
Dividend of shares of such series to commence on such Dividend Payment
Date, assuming, solely for purposes of the foregoing, that if on such
Valuation Date the Fund shall have delivered a notice of Special Dividend
Period to the Auction Agent pursuant to Section 4(b) of Part I of the
Statement with respect to shares of such series, such Maximum Rate shall be
the Maximum Rate for the Special Dividend Period of Shares of such series
to commence on such Dividend Payment Date (except that (1) if such
Valuation Date occurs at a time when a Failure to Deposit (or, in the case
of preferred shares other than TAPS, a failure similar to a Failure to
Deposit) has occurred that has not been cured, the dividend for purposes of
calculation would accumulate at the current dividend rate then applicable
to the shares in respect of which such failure has occurred and (2) for
those days during the period described in this subparagraph (C) in respect
of which the Applicable Rate in effect immediately prior to such Dividend
Payment Date will remain in effect (or, in the case of preferred shares
other than TAPS, in respect of which the dividend rate or rates in effect
immediately prior to such respective dividend payment dates will remain in
effect), the dividend for purposes of calculation would accumulate at such
Applicable Rate (or other rate or rates, as the case may be in respect of
those days)); (D) the amount of anticipated expenses of the Fund for the 90
days subsequent to such Valuation Date; (E) the amount of any indebtedness
or obligations of the Fund senior in rights of payments to the TAPS; and
(F) any current liabilities to the extent not reflected in any of (i)(A)
through (i)(E) (including, without limitation, any payables for portfolio
securities purchased as of such Valuation Date and any liabilities incurred
for the purpose of clearing securities transactions); less the value (i.e.,
the face value of cash, short-term municipal obligations and short-term
securities that are the direct obligation of the U.S. government, provided
in each case that such securities mature on or prior to the date upon which
any of (i)(A) though (i)(E) became payable, otherwise the Fitch or Moody's
Discounted Value (as applicable)) of any of the Fund's assets irrevocably
deposited by the Fund for the payment of any of (i)(A) through (i)(E).
Each Rating Agency may amend the definition of "TAPS Basic Maintenance
Amount".
The Market Value of the Fund's portfolio securities (used in calculating
the Discounted Value of Eligible Assets) is calculated in the same manner as the
Fund calculates its net asset value. See "Net Asset Value" in the statement of
additional information.
Each Rating Agency's Discount Factors, the criteria used to determine
whether the assets held in the Fund's portfolio are Eligible Assets, and the
guidelines for determining the Discounted Value of the Fund's portfolio holdings
for purposes of determining compliance with the TAPS Basic Maintenance Amount
are based on Rating Agency Guidelines established by each Rating Agency in
connection with its rating of the TAPS. The Discount Factor relating to any
asset of the Fund, the TAPS Basic Maintenance Amount, the assets eligible for
inclusion in the calculation of the Discounted Value of the Fund's portfolio and
certain definitions and methods of calculation relating thereto may be changed
from time to time by the applicable Rating Agency, without the approval of the
Fund, the Board of Trustees or the shareholders.
A Rating Agency's guidelines will apply to shares of TAPS only so long as
such Rating Agency is rating such shares. The Fund will pay certain fees to
Moody's and Fitch for rating shares of TAPS. The ratings assigned to TAPS are
not recommendations to buy, sell or hold shares of TAPS. Such ratings may be
subject to revision or withdrawal by the assigning rating agent at any time. Any
rating of TAPS should be evaluated independently of any other rating.
1940 Act TAPS Asset Coverage. The Fund is also required to maintain, with
respect to TAPS, as of the last Business Day on any month in which any share of
TAPS is outstanding, asset coverage of at least 200% (or such other percentage
as may in the future be specified in or under the 1940 Act as the minimum asset
coverage for senior securities representing shares of a closed-end investment
company as a condition of
35
declaring dividends on its common shares) ("1940 Act TAPS Asset Coverage"). If
the Fund fails to maintain the 1940 Act TAPS Asset Coverage as of the last
Business Day of any month and such failure is not cured as of the related Asset
Coverage Cure Date, the Fund will be required to redeem certain shares of TAPS.
See "-- Redemption -- Mandatory Redemption."
The Fund estimates that based on the composition of its portfolio as of
March 31, 2006, assuming the issuance on the date thereof of all shares of TAPS
offered hereby and giving effect to the deduction of sales load and estimated
offering costs related thereto estimated at $745,000, the 1940 Act TAPS Asset
Coverage with respect to TAPS, will be computed as follows:
Value of Fund assets less liabilities
not representing senior securities $912,214,115
------------------------------------------------------------ = ------------ = 411%
Senior securities representing indebtedness plus $222,000,000
aggregate liquidation preference of the TAPS
Notices. Upon the Date of Original Issue and in certain other
circumstances, the Fund is required to deliver to the Auction Agent and to any
Rating Agency which is then rating the TAPS (i) a certificate with respect to
the calculation of the TAPS Basic Maintenance Amount; (ii) a certificate with
respect to the calculation of the 1940 Act TAPS Asset Coverage and the value of
the portfolio holdings of the Fund; and (iii) a letter proposed by the Fund's
independent accountants regarding the accuracy of such calculations. See
"Description of TAPS -- Notices" in the statement of additional information.
LIQUIDATION RIGHTS
In the event of a liquidation, dissolution or winding up of the Fund,
whether voluntary or involuntary, the holders of TAPS then outstanding and any
other shares ranking on a parity with the TAPS then outstanding, in preference
to the holders of Common Shares, will be entitled to payment out of the assets
of the Fund, or the proceeds thereof, available for distribution to shareholders
after satisfaction of claims of creditors of the Fund, of a liquidation
preference in the amount equal to $25,000 per share of the TAPS, plus an amount
equal to accumulated dividends (whether or not earned or declared but without
interest) to the date of payment of such preference is made in full or a sum
sufficient for the payment thereof is set apart with the Paying Agent. However,
holders of TAPS will not be entitled to any premium to which such holder would
be entitled to receive upon redemption of such shares of TAPS. After payment of
the full amount of such liquidation distribution, the owners of the TAPS will
not be entitled to any further participation in any distribution of assets of
the Fund.
If, upon any such liquidation, dissolution or winding up of the affairs of
the Fund, whether voluntary or involuntary, the assets of the Fund available for
distribution among the holders of all outstanding Preferred Shares, including
the TAPS, shall be insufficient to permit the payment in full to such holders of
the amounts to which they are entitled, then such available assets shall be
distributed among the holders of all outstanding Preferred Shares, including the
TAPS, ratably in any such distribution of assets according to the respective
amounts which would be payable on all such shares if all amounts thereon were
paid in full. Upon the dissolution, liquidation or winding up of the affairs of
the Fund, whether voluntary or involuntary, until payment in full is made to the
holders of TAPS of the liquidation distribution to which they are entitled, no
dividend or other distribution shall be made to the holders of shares of Common
Shares or any other class of shares of beneficial interest of the Fund ranking
junior to TAPS upon dissolution, liquidation or winding up and no purchase,
redemption or other acquisition for any consideration by the Fund shall be made
in respect of the shares of Common Shares or any other class of shares of
beneficial interest of the Fund ranking junior to TAPS upon dissolution,
liquidation or winding up.
A consolidation or merger of the Fund with or into any other company or
companies, or a sale, lease or exchange of all or substantially all of the
assets of the Fund in consideration for the issuance of equity securities of
another company, shall not be deemed to be a liquidation, dissolution or winding
up of the Fund.
36
VOTING RIGHTS
Except as otherwise indicated herein and except as otherwise required by
applicable law, holders of shares of TAPS have one vote per share and vote
together with holders of shares of Common Shares as a single class. Under
applicable rules of the American Stock Exchange, the Fund is currently required
to hold annual meetings of shareholders.
In connection with the election of the Board of Trustees, the holders of
outstanding Preferred Shares, including the TAPS, represented in person or by
proxy at said meeting, shall be entitled, as a class, to the exclusion of the
holders of all other securities and classes of beneficial interest of the Fund,
to elect two Trustees of the Fund. The holders of outstanding Common Shares and
Preferred Shares, including the TAPS, voting together as a single class, shall
elect the balance of the Trustees. Notwithstanding the foregoing, if (a) at the
close of business on any Dividend Payment Date accumulated dividends (whether or
not earned or declared) on the Preferred Shares, including TAPS, equal to at
least two full years' dividends shall be due and unpaid; or (b) any time holders
of any other Preferred Shares are entitled under the 1940 Act to elect a
majority of the Trustees of the Fund, then the number of members constituting
the Board shall automatically be increased by the smallest number that, when
added to the two Trustees elected exclusively by the holders of Preferred
Shares, including the TAPS, as described above, would constitute a majority of
the Board as so increased by such smallest number; and at a special meeting of
shareholders which will be called and held as soon as practicable, and at all
subsequent meetings at which Trustees are to be elected, the holders of
Preferred Shares, including the TAPS, voting as a separate class, will be
entitled to elect the smallest number of additional Trustees that, together with
the two Trustees which such holders will be in any event entitled to elect,
constitutes a majority of the total number of Trustees of the Fund as so
increased. The terms of office of the persons who are Trustees at the time of
that election will continue. If the Fund thereafter shall pay, or declare and
set apart for payment, in full all dividends payable on all outstanding
Preferred Shares, including the TAPS, for all past Dividend Periods, or the
Voting Period is otherwise terminated, the voting rights stated in the above
sentence shall cease, and the terms of office of all of the additional Trustees
elected by the holders of Preferred Shares, including the TAPS (but not of the
Trustees with respect to whose election the holders of Common Shares were
entitled to vote or the two Trustees the holders of Preferred Shares, including
the TAPS, have the right to elect in any event), will terminate automatically.
Any shares of TAPS issued after the date hereof shall vote with the TAPS as a
single class on the matters described above, and the issuance of any other
shares of TAPS by the Fund may reduce the voting power of the TAPS.
The affirmative vote of the holders of a majority of the outstanding
Preferred Shares, including the TAPS, determined with reference to a "majority
of outstanding voting securities" as the term is defined in Section 2(a)(42) of
the 1940 Act, voting as a separate class, is required to (i) amend, alter or
repeal any of the preferences, rights or powers of such class so as to affect
materially and adversely such preferences, rights or powers; (ii) increase the
authorized number of shares of Preferred Shares; (iii) create, authorize or
issue shares of any class of capital stock ranking senior to or on a parity with
the Preferred Shares with respect to the payment of dividends or the
distribution of assets, or any securities convertible into, or warrants, options
or similar rights to purchase, acquire or receive, such shares of beneficial
interest ranking senior to or on parity with the Preferred Shares or reclassify
any authorized shares of beneficial interest of the Fund into any shares ranking
senior to or on parity with the Preferred Shares (except that, the Board of
Trustees, without the vote or consent of the holders of Preferred Shares, may
from time to time authorize, create and classify, and the Fund may from time to
time issue, shares or series of Preferred Shares, including other series of
TAPS, ranking on a parity with the TAPS with respect to the payment of dividends
and the distribution of assets upon dissolution, liquidation or winding up to
the affairs of the Fund, and may authorize, reclassify and/or issue any
additional shares of each Series of TAPS, including shares previously purchased
or redeemed by the Fund, subject to continuing compliance by the Fund with 1940
Act TAPS Asset Coverage and TAPS Basic Maintenance Amount requirements; (iv)
institute any proceedings to be adjudicated bankrupt or insolvent, or consent to
the institution of bankruptcy or insolvency proceedings against it, or file a
petition seeking or consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy or insolvency, or consent to the
appointment of a receiver, liquidator, assignee, Trustee, sequestrator (or other
similar official) of the Fund or a substantial part of its property, or make any
assignment for the benefit of
37
creditors, or, except as may be required by applicable law, admit in writing its
inability to pay its debts generally as they become due or take any corporate
action in furtherance of any such action; (v) create, incur or suffer to exist,
or agree to create, incur or suffer to exist, or consent to cause or permit in
the future (upon the happening of a contingency or otherwise) the creation,
incurrence or existence of any material lien, mortgage, pledge, charge, security
interest, security agreement, conditional sale or trust receipt or other
material encumbrance of any kind upon any of the Fund's assets as a whole,
except (A) liens the validity of which are being contested in good faith by
appropriate proceedings, (B) liens for taxes that are not then due and payable
or that can be paid thereafter without penalty, (C) liens, pledges, charges,
security interests, security agreements or other encumbrances arising in
connection with any indebtedness senior to the TAPS, (D) liens, pledges,
charges, security interests, security agreements or other encumbrances arising
in connection with any indebtedness permitted under clause (vi) below and (E)
liens to secure payment for services rendered including, without limitation,
services rendered by the Fund's custodian and the Auction Agent, or (vi) create,
authorize, issue, incur or suffer to exist any indebtedness for borrowed money
or any direct or indirect guarantee of such indebtedness for borrowed money or
any direct or indirect guarantee of such indebtedness, except the Fund may
borrow as may be permitted by the Fund's investment restrictions; provided,
however, that transfers of assets by the Fund subject to an obligation to
repurchase shall not be deemed to be indebtedness for purposes of this provision
to the extent that after any such transaction the Fund has Eligible Assets with
an aggregate Discounted Value at least equal to the TAPS Basic Maintenance
Amount as of the immediately preceding Valuation Date.
In addition, the affirmative vote of the holders of a majority of the
outstanding shares of TAPS, voting separately from any other series, shall be
required with respect to any matter that materially and adversely affects the
rights, preferences, or powers of such series in a manner different from that of
other series of classes of the Fund's shares of beneficial interest. For
purposes of the foregoing, no matter shall be deemed to adversely affect any
right, preference or power unless such matter (i) alters or abolishes any
preferential right of such series; (ii) creates, alters or abolishes any right
in respect of redemption of such series; or (iii) creates or alters (other than
to abolish) any restriction on transfer applicable to such series.
The foregoing voting provisions will not apply with respect to the TAPS if,
at or prior to the time when a vote is required, such shares have been (i)
redeemed or (ii) called for redemption, and sufficient funds shall have been
deposited in trust to effect such redemption.
The Board of Trustees, without the vote or consent of any holder of
Preferred Shares, including TAPS, or any other shareholder of the Fund, may from
time to time adopt, amend, alter or repeal any or all of any definitions or add
covenants and other obligations of the Fund or confirm the applicability of
covenants and other obligations set forth herein in connection with obtaining or
maintaining the rating of Moody's, Fitch or any Other Rating Agency with respect
to TAPS and any such amendment, alteration or repeal will not be deemed to
affect the preferences, rights or powers of TAPS or the holders thereof,
provided the Board of Trustees receives written confirmation from the relevant
rating agency (such confirmation in no event being required to be obtained from
a particular rating agency with respect to definitions or other provisions
relevant only to another rating agency's rating) that any such amendment,
alteration or repeal would not adversely affect the rating then assigned by such
rating agency.
Also, subject to compliance with applicable law, the Board of Trustees may
amend the definition of Maximum Rate to increase the percentage amount by which
the Reference Rate is multiplied to determine the Maximum Rate shown therein
without the vote or consent of the holders of the Preferred Shares, including
TAPS, or any other shareholder of the Fund, and without receiving any
confirmation from any rating agency after consultation with the Broker-Dealers,
provided that immediately following any such increase the Fund would be in
compliance with the TAPS Basic Maintenance Amount.
Unless otherwise required by law, holders of shares of TAPS shall not have
any relative rights or preferences or other special rights other than those
specifically set forth in the Statement. The holders of shares of TAPS shall
have no rights to cumulative voting. In the event that the Fund fails to pay any
dividends on the shares of TAPS, the exclusive remedy of the holders shall be
the right to vote for Trustees as discussed above.
38
THE AUCTION
GENERAL
Auction Agency Agreement. The Fund has entered into an Auction Agency
Agreement (the "Auction Agency Agreement") with the Auction Agent (currently,
The Bank of New York) which provides, among other things, that the Auction Agent
will follow the Auction Procedures for purposes of determining the Applicable
Rate for each series of TAPS so long as the Applicable Rate for shares of such
series is to be based on the results of an Auction.
The Auction Agent may terminate the Auction Agency Agreement upon notice to
the Fund on a date no earlier than 45 days after such notice. If the Auction
Agent should resign, the Fund will use its best efforts to enter into an
agreement with a successor Auction Agent containing substantially the same terms
and conditions as the Auction Agency Agreement. The Fund may remove the Auction
Agent provided that prior to such removal the Fund shall have entered into such
an agreement with a successor Auction Agent.
Broker-Dealer Agreements. Each Auction requires the participation of one
or more Broker-Dealers. The Auction Agent has entered into agreements
(collectively, the "Broker-Dealer Agreements") with several Broker-Dealers
selected by the Fund, which provide for the participation of those
Broker-Dealers in Auctions for TAPS.
The Auction Agent after each Auction for TAPS will pay to each
Broker-Dealer, from funds provided by the Fund, a service charge at the annual
rate of 1/4 of 1% in the case of any Auction immediately preceding a Dividend
Period of less than one year, or a percentage agreed to by the Fund and the
Broker-Dealers in the case of any Auction immediately preceding a Dividend
Period of one year or longer, of the purchase price of TAPS placed by such
Broker-Dealer at such Auction. For the purposes of the preceding sentence, TAPS
will be placed by a Broker-Dealer if such shares were (a) the subject of Hold
Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer
and were acquired by such Broker-Dealer for its own account or were acquired by
such Broker-Dealer for its customers who are Beneficial Owners or (b) the
subject of an Order submitted by such Broker-Dealer that is (i) a Submitted Bid
of an Existing Holder that resulted in such Existing Holder continuing to hold
such shares as a result of the Auction or (ii) a Submitted Bid of a Potential
Holder that resulted in such Potential Holder purchasing such shares as a result
of the Auction or (iii) a valid Hold Order.
The Fund may request the Auction Agent to terminate one or more
Broker-Dealer Agreements at any time, provided that at least one Broker-Dealer
Agreement is in effect after such termination.
AUCTION PROCEDURES
Prior to the Submission Deadline on each Auction Date for series of TAPS,
each customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer (or, if applicable, the Auction Agent) as a holder of shares of
such series (a "Beneficial Owner") may submit orders ("Orders") with respect to
shares of such series to that Broker-Dealer as follows:
- Hold Order -- indicating its desire to hold shares of such series without
regard to the Applicable Rate for shares of such series for the next
Dividend Period thereof.
- Bid -- indicating its desire to sell shares of such series at $25,000 per
share if the Applicable Rate for shares of such series for the next
Dividend Period thereof is less than the rate specified in such Bid (also
known as a hold-at-a-rate order).
- Sell Order -- indicating its desire to sell shares of such series at
$25,000 per share without regard to the Applicable Rate for shares of
such series for the next Dividend Period thereof.
A Beneficial Owner may submit different types of Orders to its
Broker-Dealer with respect to shares of a series of TAPS then held by such
Beneficial Owner. A Beneficial Owner of shares of such series that submits a Bid
with respect to shares of such series to its Broker-Dealer having a rate higher
than the Maximum Rate for shares of such series on the Auction Date therefore
will be treated as having submitted a Sell Order with
39
respect to such shares to its Broker-Dealer. A Beneficial Owner of shares of
such series that fails to submit an Order with respect to such shares to its
Broker-Dealer will be deemed to have submitted a Hold Order with respect to such
shares of such series to its Broker-Dealer; provided, however, that if a
Beneficial Owner of shares of such series fails to submit an Order with respect
to shares of such series to its Broker-Dealer for an Auction relating to a
Dividend Period of more than 28 Dividend Period Days, such Beneficial Owner will
be deemed to have submitted a Sell Order with respect to such shares to its
Broker-Dealer. A Sell Order shall constitute an irrevocable offer to sell the
shares of TAPS subject thereto. A Beneficial Owner that offers to become the
Beneficial Owner of additional shares of TAPS is, for purposes of such offer, a
Potential Beneficial Owner as discussed below.
A customer of a Broker-Dealer that is not a Beneficial Owner of a series of
TAPS but that wishes to purchase shares of such series, or that is a Beneficial
Owner of shares of such series that wishes to purchase additional shares of such
series (in each case, a "Potential Beneficial Owner"), may submit Bids to its
Broker-Dealer in which it offers to purchase shares of such series at $25,000
per share if the Applicable Rate for shares of such series for the next Dividend
Period thereof is not less than the rate specified in such Bid. A Bid placed by
a Potential Beneficial Owner of shares of such series specifying a rate higher
than the Maximum Rate for shares of such series on the Auction Date therefore
will not be accepted.
The Broker-Dealers in turn will submit the Orders of their respective
customers who are Beneficial Owners and Potential Beneficial Owners to the
Auction Agent, designating themselves (unless otherwise permitted by the Fund)
as Existing Holders in respect of shares subject to Orders submitted or deemed
submitted to them by Beneficial Owners and as Potential Holders in respect of
shares subject to Orders submitted to them by Potential Beneficial Owners.
However, neither the Fund nor the Auction Agent will be responsible for a
Broker-Dealer's failure to comply with the foregoing. Any Order placed with the
Auction Agent by a Broker-Dealer as or on behalf of an Existing Holder or a
Potential Holder will be treated in the same manner as an Order placed with a
Broker-Dealer by a Beneficial Owner or Potential Beneficial Owner. Similarly,
any failure by a Broker-Dealer to submit to the Auction Agent an Order in
respect of TAPS held by it or customers who are Beneficial Owners will be
treated in the same manner as a Beneficial Owner's failure to submit to its
Broker-Dealer an Order in respect of TAPS held by it. A Broker-Dealer may also
submit Orders to the Auction Agent for its own account as an Existing Holder or
Potential Holder, provided it is not an affiliate of the Fund.
If Sufficient Clearing Bids for a series of TAPS exist (that is, the number
of shares of such series subject to Bids submitted or deemed submitted to the
Auction Agent by Broker-Dealers as or on behalf of Potential Holders with rates
equal to or lower than the Maximum Rate for shares of such series is at least
equal to the number of shares of such series subject to Sell Orders submitted or
deemed submitted to the Auction Agent by Broker-Dealers as or on behalf of
Existing Holders), the Applicable Rate for shares of such series for the next
succeeding Dividend Period thereof will be the lowest rate specified in the
Submitted Bids which, taking into account such rate and all lower rates bid by
Broker-Dealers as or on behalf of Existing Holders and Potential Holders, would
result in Existing Holders and Potential Holders owning the shares of such
series available for purchase in the Auction. If Sufficient Clearing Bids for a
series of TAPS do not exist, the Applicable Rate for shares of such series for
the next succeeding Dividend Period thereof will be the Maximum Rate for shares
of such series on the Auction Date therefore. In such event, Beneficial Owners
of shares of such series that have submitted or are deemed to have submitted
Sell Orders may not be able to sell in such Auction all shares of such series
subject to such Sell Orders. If Broker-Dealers submit or are deemed to have
submitted to the Auction Agent Hold Orders with respect to all Existing Holders
of a series of TAPS, the Applicable Rate for shares of such series for the next
succeeding Dividend Period thereof will be the All Hold Rate.
The Auction Procedures include a pro rata allocation of shares for purchase
and sale, which may result in an Existing Holder continuing to hold or selling,
or a Potential Holder purchasing, a number of shares of a series of TAPS that is
fewer than the number of shares of such series specified in its Order. To the
extent the allocation procedures have that result, Broker-Dealers that have
designated themselves as Existing Holders or Potential Holders in respect of
customer Orders will be required to make appropriate pro rata allocations among
their respective customers.
40
Settlement of purchases and sales will be made on the next Business Day
(also a Dividend Payment Date) after the Auction Date through the Securities
Depository. Purchasers will make payment through their Agent Members in same-day
funds to the Securities Depository against delivery to their respective Agent
Members. The Securities Depository will make payment to the sellers' Agent
Members in accordance with the Securities Depository's normal procedures, which
now provide for payment against delivery by their Agent Members in same-day
funds.
SECONDARY MARKET TRADING AND TRANSFER OF TAPS
The Broker-Dealers are expected to maintain a secondary trading market of
TAPS outside of Auctions, but are not obligated to do so, and may discontinue
such activity at any time. There can be no assurance that such secondary trading
market of TAPS will provide owners with liquidity of investment. TAPS are not
registered on any stock exchange or on the Nasdaq Stock Market. Investors who
purchase shares in an Auction for a Special Dividend Period should note that
because the dividend rate on such shares will be fixed for the length of such
Dividend Period, the value of the shares may fluctuate in response to changes in
interest rates, and may be more or less than their original cost if sold on the
open market in advance of the next Auction therefore, depending upon market
conditions.
A Beneficial Owner or an Existing Holder may sell, transfer or otherwise
dispose of TAPS only in whole shares and only (1) pursuant to a Bid or Sell
Order placed with the Auction Agent in accordance with the Auction Procedures,
(2) to a Broker-Dealer or (3) to such other persons as may be permitted by the
Fund; provided, however, that (a) a sale, transfer or other disposition of TAPS
from a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer as the holder of such shares to that Broker-Dealer or another
customer of that Broker-Dealer shall not be deemed to be a sale, transfer or
other disposition for purposes of the foregoing if such Broker-Dealer remains
the Existing Holder of the shares so sold, transferred or disposed of
immediately after such sale, transfer or disposition and (b) in the case of all
transfers other than pursuant to Auctions, the Broker-Dealer (or other person,
if permitted by the Fund) to whom such transfer is made shall advise the Auction
Agent of such transfer.
DESCRIPTION OF BORROWINGS
The Declaration of Trust authorizes the Fund, without prior approval of
holders of Common and Preferred Shares, including TAPS, to borrow money. In this
connection, the Fund may issue notes or other evidence of indebtedness
(including bank borrowings or commercial paper) and may secure any such
borrowings by mortgaging, pledging or otherwise subjecting as security the
Fund's assets. In connection with such borrowing, the Fund may be required to
maintain minimum average balances with the lender or to pay a commitment or
other fee to maintain a line of credit. Any such requirements will increase the
cost of borrowing over the stated interest rate. The Fund currently intends to
engage in such financial leverage by borrowing money under a credit agreement
with a bank after the completion of the Fund's offering of TAPS under this
prospectus.
Limitations. Under the requirements of the 1940 Act, the Fund, immediately
after Borrowing, must have an asset coverage of at least 300%. With respect to
any Borrowings, asset coverage means the ratio which the value of the total
assets of the Fund, less all liabilities and indebtedness not represented by
senior securities, bears to the aggregate amount of any such Borrowings, issued
by the Fund. Certain types of Borrowings may also result in the Fund being
subject to covenants in credit agreements relating to asset coverages or
portfolio composition or otherwise. In addition, the Fund may be subject to
certain restrictions imposed by guidelines of one or more rating agencies which
may issue ratings for commercial paper or notes issued by the Fund. Such
restrictions may be more stringent than those imposed by the 1940 Act.
Distribution Preference. The rights of lenders to the Fund to receive
interest on and repayment of principal of any such Borrowings will be senior to
those of the TAPS shareholders, and the terms of any such Borrowings may contain
provisions which limit certain activities of the Fund, including the payment of
dividends to TAPS shareholders in certain circumstances.
41
Voting Rights. The 1940 Act does (in certain circumstances) grant to the
lenders to the Fund certain voting rights in the event of default in the payment
of interest on or repayment of principal. In the event that such provisions
would impair the Fund's status as a regulated investment company under the Code,
the Fund, subject to its ability to liquidate its relatively illiquid portfolio,
intends to repay the Borrowings. Any Borrowing will likely be ranked senior or
equal to all other existing and future borrowings of the Fund, as well as TAPS.
The discussion above describes the Board of Trustees' present intention
with respect to a possible offering of Borrowings. If the Board of Trustees
determines to authorize any of the foregoing, the terms may be the same as, or
different from, the terms described above, subject to applicable law and the
Fund's Declaration.
DESCRIPTION OF COMMON SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
Common Shares, par value $0.01 per share. All Common Shares have equal rights to
the payment of dividends and the distribution of assets upon liquidation. Common
Shares will, when issued, be fully paid and, subject to matters discussed in
"Certain Provisions in the Declaration of Trust," non-assessable, and will have
no pre-emptive or conversion rights or rights to cumulative voting. Whenever
TAPS are outstanding, Common shareholders will not be entitled to receive any
distributions from the Fund unless all accrued dividends on TAPS have been paid,
and unless asset coverage (as defined in the 1940 Act) with respect to TAPS
would be at least 200% after giving effect to the distributions.
The Common Shares are listed on the Exchange under the symbol "JRS." The
Fund intends to hold annual meetings of shareholders so long as the Common
Shares are listed on a national securities exchange and such meetings are
required as a condition to such listing.
CERTAIN PROVISIONS IN THE DECLARATION OF TRUST
Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Fund. However, the
Declaration of Trust contains an express disclaimer of shareholder liability for
debts or obligations of the Fund and requires that notice of such limited
liability be given in each agreement, obligation or instrument entered into or
executed by the Fund or the Trustees. The Declaration of Trust further provides
for indemnification out of the assets and property of the Fund for all loss and
expense of any shareholder held personally liable for the obligations of the
Fund. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund would be
unable to meet its obligations. The Fund believes that the likelihood of such
circumstances is remote.
The Declaration of Trust includes provisions that could limit the ability
of other entities or persons to acquire control of the Fund or to convert the
Fund to open-end status. Specifically, the Declaration of Trust requires a vote
by holders of at least two-thirds of the Common Shares and Preferred Shares,
including TAPS, voting together as a single class, except as described below, to
authorize (1) a conversion of the Fund from a closed-end to an open-end
investment company, (2) a merger or consolidation of the Fund, or a series or
class of the Fund, with any corporation, association, trust or other
organization or a reorganization or recapitalization of the Fund, or a series or
class of the Fund, (3) a sale, lease or transfer of all or substantially all of
the Fund's assets (other than in the regular course of the Fund's investment
activities), (4) in certain circumstances, a termination of the Fund, or a
series or class of the Fund, or (5) removal of Trustees by shareholders, and
then only for cause, unless, with respect to (1) through (4), such transaction
has already been authorized by the affirmative vote of two-thirds of the total
number of Trustees fixed in accordance with the Declaration of Trust or the
By-laws, in which case the affirmative vote of the holders of at least a
majority of the Fund's Common Shares and Preferred Shares, including TAPS,
outstanding at the time, voting together as a single class, is required;
provided, however, that where only a particular class or series is affected (or,
in the case of removing a Trustee, when the Trustee has been elected by only one
class), only the required vote by the applicable class or series will be
required. Approval of shareholders is not required, however, for any
transaction, whether deemed a merger, consolidation, reorganization or otherwise
whereby the Fund issues Common Shares in connection with the acquisition of
assets (including those subject to liabilities) from any
42
other investment company or similar entity. None of the foregoing provisions may
be amended except by the vote of at least two-thirds of the Common Shares and
Preferred Shares, including TAPS, voting together as a single class. In the case
of the conversion of the Fund to an open-end investment company, or in the case
of any of the foregoing transactions constituting a plan of reorganization which
adversely affects the holders of Preferred Shares, including TAPS, the action in
question will also require the affirmative vote of the holders of at least
two-thirds of the Fund's Preferred Shares, including TAPS, outstanding at the
time, voting as a separate class, or, if such action has been authorized by the
affirmative vote of two-thirds of the total number of Trustees fixed in
accordance with the Declaration of Trust or the Bylaws, the affirmative vote of
the holders of at least a majority of the Fund's Preferred Shares, including
TAPS, outstanding at the time, voting as a separate class. The votes required to
approve the conversion of the Fund from a closed-end to an open-end investment
company or to approve transactions constituting a plan of reorganization which
adversely affects the holders of Preferred Shares, including TAPS, are higher
than those required by the 1940 Act. The Board of Trustees believes that the
provisions of the Declaration of Trust relating to such higher votes are in the
best interest of the Fund and its shareholders. See the statement of additional
information under "Certain Provisions in the Declaration of Trust."
Reference should be made to the Declaration of Trust on file with the SEC
for the full text of these provisions.
REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND
The Fund is a closed-end investment company and as such its shareholders
will not have the right to cause the Fund to redeem their shares. Instead, the
Common Shares will trade in the open market at a price that will be a function
of several factors, including dividend levels (which are in turn affected by
expenses), net asset value, call protection, dividend stability, portfolio
credit quality, relative demand for and supply of such shares in the market,
general market and economic conditions and other factors. Because shares of
closed-end investment companies may frequently trade at prices lower than net
asset value, the Fund's Board of Trustees has currently determined that, at
least annually, it will consider action that might be taken to reduce or
eliminate any material discount from net asset value in respect of Common
Shares, which may include the repurchase of such shares in the open market or in
private transactions, the making of a tender offer for such shares at net asset
value, or the conversion of the Fund to an open-end investment company. The Fund
cannot assure you that its Board of Trustees will decide to take any of these
actions, or that share repurchases or tender offers will actually reduce market
discount.
If the Fund converted to an open-end company, it would be required to
redeem all Preferred Shares, including TAPS, then outstanding (requiring in turn
that it liquidate a portion of its investment portfolio), and the Common Shares
would no longer be listed on the American Stock Exchange. In contrast to a
closed-end investment company, shareholders of an open-end investment company
may require the company to redeem their shares at any time (except in certain
circumstances as authorized by or under the 1940 Act) at their net asset value,
less any redemption charge that is in effect at the time of redemption. See the
statement of additional information under "Certain Provisions in the Declaration
of Trust" for a discussion of the voting requirements applicable to the
conversion of the Fund to an open-end company.
Before deciding whether to take any action if the Common Shares trade below
net asset value, the Board would consider all relevant factors, including the
extent and duration of the discount, the liquidity of the Fund's portfolio, the
impact of any action that might be taken on the Fund or its shareholders, and
market considerations. Based on these considerations, even if the Fund's shares
should trade at a discount, the Board of Trustees may determine that, in the
interest of the Fund and its shareholders, no action should be taken. See the
statement of additional information under "Repurchase of Fund Shares; Conversion
to Open-End Fund" for a further discussion of possible action to reduce or
eliminate such discount to net asset value.
43
FEDERAL INCOME TAX MATTERS
The following is intended to be a general summary of certain federal income
tax consequences of investing in TAPS. It is not intended as a complete
discussion of all such tax consequences, nor does it purport to deal with all
categories of investors. INVESTORS ARE THEREFORE ADVISED TO CONSULT WITH THEIR
TAX ADVISORS BEFORE MAKING AN INVESTMENT IN THE FUND.
FEDERAL INCOME TAX TREATMENT OF THE FUND
The Fund has elected to be treated, and intends to continue to qualify for
each of its taxable years, as a regulated investment company under Subchapter M
of the Code. As a regulated investment company, the Fund generally will not be
subject to federal income tax on its investment company taxable income and net
capital gains (net long-term capital gains in excess of the sum of net
short-term capital losses and capital loss carryovers from prior years), if any,
that it distributes to shareholders. However, the Fund would be subject to
corporate income tax (currently imposed at a maximum effective rate of 35%) on
any undistributed income. The Fund intends to distribute to its shareholders, at
least annually, substantially all of its investment company taxable income and
net capital gains.
Amounts not distributed on a timely basis in accordance with a calendar
year distribution requirement are also subject to a nondeductible 4% federal
excise tax. To prevent imposition of the tax, the Fund must distribute or be
deemed to have distributed, during each calendar year an amount equal to the sum
of (1) at least 98% of its ordinary income (not taking into account any capital
gains or losses) for the calendar year, (2) at least 98% of its capital gains in
excess of its capital losses (adjusted for certain ordinary losses) for the
twelve month period ending on October 31 of the calendar year, and (3) all such
ordinary income and capital gains for previous years that were not distributed
during such years and on which the Fund paid no U.S. federal income tax. A
distribution will be treated as having been paid on December 31 if it is
declared by the Fund in October, November or December with a record date in such
months and is paid by the Fund in January of the following year. Accordingly,
such distributions will be taxable to shareholders in the calendar year in which
the distributions are declared. To prevent application of the excise tax, the
Fund intends to make distributions to satisfy the calendar year distribution
requirement.
If in any taxable year the Fund fails to qualify as a regulated investment
company under the Code, the Fund would be taxed in the same manner as an
ordinary corporation and distributions to its shareholders would not be
deductible by the Fund in computing its taxable income. In addition, in the
event of a failure to qualify as a regulated investment company, the Fund's
distributions, to the extent derived from the Fund's current or accumulated
earnings and profits, would generally constitute ordinary dividends, which
although possibly eligible to be treated as qualified dividend income in the
case of non-corporate shareholders and for the corporate dividends received
deduction in the case of corporate shareholders, would be taxable to
shareholders as ordinary income, even though such distributions might otherwise,
at least in part, have been treated as long-term capital gains in such
shareholders' hands.
FEDERAL INCOME TAX TREATMENT OF HOLDERS OF TAPS
Under present law, the Fund is of the opinion that TAPS will constitute
stock of the Fund, and thus distributions with respect to TAPS (other than as
described below and other than distributions in redemption of TAPS subject to
Section 302(b) of the Code) will generally constitute dividends to the extent of
the Fund's current or accumulated earnings and profits, as calculated for
federal income tax purposes. Such dividends (other than distributions of
qualified dividend income and capital gain dividends) generally will be taxable
as ordinary income to holders. For taxable years beginning on or before December
31, 2010, distributions of investment company taxable income designated by the
Fund as derived from qualified dividend income will be taxed in the hands of
noncorporate shareholders at the rates applicable to long-term capital gain,
provided certain holding period and other requirements contained in the Code are
met by both the Fund and the holders. The Fund does not expect a significant
portion of Fund distributions to be derived from qualified dividend income.
Distributions by the Fund are also not expected to qualify for the dividends
received deduction available to corporations under Section 243 of the Code.
Dividends designated by the Fund as
44
capital gain distributions will be treated as long-term capital gains in the
hands of holders regardless of the length of time such holders have held their
shares. The IRS currently requires that a regulated investment company that has
two or more classes of stock allocate to each such class proportionate amounts
of each type of its income (such as ordinary income and capital gains).
Accordingly, the Fund intends to designate distributions made with respect to
TAPS as capital gain distributions in proportion to the TAPS' share of total
dividends paid during the year. See "Federal Income Tax-Matters -- Federal
Income Tax Treatment of Holders of TAPS" in the statement of additional
information.
SALE OF SHARES
The sale of TAPS shares by holders will generally be a taxable transaction
for federal income tax purposes. Selling holders of shares of TAPS will
generally recognize gain or loss in an amount equal to the difference between
the net proceeds of the sale and their adjusted tax basis in the shares of TAPS
sold. If such shares of TAPS are held as a capital asset, the gain or loss will
generally be a capital gain or loss. Similarly, a redemption by the Fund
(including a redemption resulting from liquidation of the Fund), if any, of all
the shares of TAPS actually and constructively held by a shareholder generally
will give rise to capital gain or loss if the shareholder does not own (and is
not regarded under certain tax law rules of constructive ownership as owning)
any Common Shares in the Fund, and provided that the redemption proceeds do not
represent declared but unpaid dividends. Other redemptions may also give rise to
capital gain or loss, but certain conditions imposed by the Code must be
satisfied to achieve such treatment. Any loss realized upon a taxable
disposition of shares of TAPS held for six months or less will be treated as a
long-term capital loss to the extent of any distributions of net capital gain
received with respect to such shares. The ability to otherwise deduct capital
losses may be subject to limitations under the Code.
BACKUP WITHHOLDING
The Fund may be required to withhold, for U.S. federal income tax purposes,
a portion of all taxable distributions payable to shareholders who fail to
provide the Fund with their correct taxpayer identification number or who fail
to make required certifications or if the Fund or a shareholder has been
notified by the IRS that the shareholder is subject to backup withholding.
Corporate and certain other shareholders specified in the Code are exempt from
such backup withholding. Backup withholding is not an additional tax. Any
amounts withheld may be credited against the shareholder's U.S. federal income
tax liability provided the appropriate information is furnished to the IRS.
OTHER TAXATION
Foreign shareholders, including shareholders who are nonresident aliens,
may be subject to U.S. withholding tax on certain distributions at a rate of 30%
or such lower rates as may be prescribed by any applicable treaty. See "Federal
Income Tax Matters -- Other Taxation" in the Statement of Additional
Information.
Investors are advised to consult their own tax advisors with respect to the
application to their own circumstances of the above-described general taxation
rules and with respect to the state, local or foreign tax consequences to them
of an investment in TAPS.
CUSTODIAN, TRANSFER AGENT, DIVIDEND DISBURSING AGENT
AND REDEMPTION AGENT
The custodian of the assets of the Fund is State Street Bank & Trust Company
("State Street"), One Federal Street, Boston, Massachusetts 02110. The Custodian
performs custodial, fund accounting and portfolio accounting services. The
Fund's transfer, shareholder services and dividend paying agent is also State
Street. The Bank of New York, whose address is One Wall Street, New York, New
York 10286, is the Auction Agent with respect to shares of TAPS and acts as
transfer agent, registrar, dividend disbursing agent and redemption agent with
respect to the TAPS.
45
UNDERWRITING
Citigroup Global Markets Inc. is acting as representative of the
underwriters named below. Subject to the terms and conditions stated in the
underwriting agreement dated the date of this prospectus, each underwriter named
below has agreed to purchase, and the Fund has agreed to sell to such
underwriter, the number of TAPS shares set forth opposite the name of such
underwriter.
UNDERWRITER SERIES
----------- ------
Citigroup Global Markets Inc. ..............................
Nuveen Investments, LLC.....................................
A.G. Edwards & Sons, Inc. ..................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
UBS Securities LLC..........................................
Wachovia Capital Markets, LLC...............................
Total.....................................................
The underwriting agreement provides that the obligations of the
underwriters to purchase the shares included in this offering are subject to
approval of legal matters by counsel and to other conditions. The underwriters
are obligated to purchase all the TAPS if they purchase any of the TAPS.
The underwriters propose to offer some of the TAPS directly to the public
at the public offering price set forth on the cover page of this prospectus and
some of the TAPS to dealers at the public offering price less a concession not
to exceed $ per share of TAPS. The sales load the Fund will pay of $ per
share is equal to % of the initial offering price. The underwriters may
allow, and dealers may reallow, a concession not to exceed $ per share of
TAPS on sales to other dealers. After the initial public offering of the TAPS to
the public, the underwriters may change the public offering price and the other
selling terms. Investors must pay for any TAPS purchased on or before
, 2006.
The following table shows the sales load that the Fund will pay to the
underwriters in connection with this offering:
PAID BY THE FUND
----------------
Per Share................................................... $
Total....................................................... $
The Fund estimates that its total expenses for this offering will be
$ .
The Fund and NAM have agreed that, for a period of 180 days from the date
of this prospectus, they will not, without the prior written consent of
Citigroup Global Markets Inc., dispose of or hedge any senior securities (as
defined in the 1940 Act) of the Fund, or any securities convertible into or
exchangeable for senior securities. Citigroup Global Markets Inc., in its sole
discretion, may release any of the securities subject to the lock-up agreements
at any time without notice.
The Fund, NAM and Security Capital have each agreed to indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments the underwriters may be
required to make because of any of those liabilities. Any indemnification by the
Fund shall be subject to the requirements and limitations of Section 17(i) of
the 1940 Act.
A prospectus in electronic format may be made available on the website
maintained by the underwriters.
Some of the underwriters have performed banking and advisory services for
the Fund and its affiliates from time to time, for which they have received
customary fees and expenses. The underwriters may, from time to time, engage in
transactions with or perform services for the Fund and its affiliates in the
ordinary course of business.
46
The Fund anticipates that from time to time, the underwriters may act as
brokers or dealers in connection with the execution of the Fund's portfolio
transactions after they have ceased to be underwriters and, subject to certain
restrictions, may act as brokers while they are underwriters.
The Fund anticipates that the underwriters or one of their respective
affiliates may, from time to time, act in auctions as Broker-Dealers and receive
fees as set forth under "The Auction" and in the statement of additional
information.
The underwriters have advised the Fund that the underwriters and various
other Broker-Dealers and other firms that participate in the auction rate
securities market received letters from the staff of the SEC in the spring of
2004. The letters requested that each of these firms voluntarily conduct an
investigation regarding its respective practices and procedures in that market.
Pursuant to these requests, the underwriters conducted their own voluntary
review and reported their findings to the SEC staff. At the SEC staff's request,
the underwriters are engaging in discussions with the SEC staff concerning its
inquiry. Neither the underwriters nor the Fund can predict the ultimate outcome
of the inquiry or how that outcome will affect the market for auction rate
securities or the auctions.
The principal business address of Citigroup Global Markets Inc. is 388
Greenwich Street, New York, New York 10013.
LEGAL OPINIONS
Certain legal matters in connection with the shares of TAPS offered hereby
will be passed upon for the Fund by Vedder, Price, Kaufman & Kammholz, P.C.,
Chicago, Illinois, and for the underwriters by Simpson Thacher & Bartlett LLP,
New York, New York. Vedder, Price, Kaufman & Kammholz, P.C. and Simpson Thacher
& Bartlett LLP may rely as to certain matters of Massachusetts law on the
opinion of Bingham McCutchen LLP, Boston, Massachusetts.
AVAILABLE INFORMATION
The Fund is subject to the informational requirements of the Securities
Exchange Act of 1934 and the 1940 Act and is required to file reports, proxy
statements and other information with the SEC. These documents can be inspected
and copied for a fee at the SEC's public reference room, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Reports, proxy statements, and other information about
the Fund can be inspected at the offices of the American Stock Exchange.
This prospectus does not contain all of the information in the Fund's
registration statement, including amendments, exhibits, and schedules.
Statements in this prospectus about the contents of any contract or other
document are not necessarily complete and in each instance reference is made to
the copy of the contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
this reference.
Additional information about the Fund and TAPS shares can be found in the
Fund's Registration Statement (including amendments, exhibits, and schedules) on
Form N-2 filed with the SEC. The SEC maintains a web site (http://www.sec.gov)
that contains each Fund's Registration Statement, other documents incorporated
by reference, and other information the Fund has filed electronically with the
SEC, including proxy statements and reports filed under the Securities Exchange
Act of 1934.
47
TABLE OF CONTENTS
FOR THE STATEMENT OF ADDITIONAL INFORMATION
PAGE
----
Investment Objectives....................................... S-1
Investment Policies and Techniques.......................... S-2
Interest Rate Transactions.................................. S-6
Management of The Fund...................................... S-7
Portfolio Transactions and Brokerage........................ S-20
Net Asset Value............................................. S-21
Description of TAPS......................................... S-22
Additional Information Concerning the Auctions for TAPS..... S-23
Certain Provisions in the Declaration of Trust.............. S-25
Repurchase of Common Shares; Conversion to Open-End Fund.... S-26
Tax Matters................................................. S-28
Custodian, Transfer Agent, Dividend Paying Agent And
Registrar................................................. S-34
Experts..................................................... S-35
Additional Information...................................... S-35
Report of Independent Registered Accountants and Financial
Statements................................................ F-1
Appendix A -- Amended and Restated Statement Establishing
and Fixing the Rights and Preferences of
Taxable Auctioned Preferred Shares............
Appendix B -- Ratings of Investments........................
48
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$50,000,000
NUVEEN REAL ESTATE INCOME FUND
TAXABLE AUCTIONED PREFERRED SHARES TAPS
2,000 SHARES, SERIES TH
---------------
PROSPECTUS
, 2006
---------------
CITIGROUP
NUVEEN INVESTMENTS, LLC
A.G. EDWARDS
MERRILL LYNCH & CO.
UBS INVESTMENT BANK
WACHOVIA SECURITIES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The information in this Statement of Additional Information is not
complete and may be changed. We may not sell these securities until the
Registration Statement filed with the Securities and Exchange Commission is
effective. This Statement of Additional Information is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 22, 2006
NUVEEN REAL ESTATE INCOME FUND
STATEMENT OF ADDITIONAL INFORMATION
Nuveen Real Estate Income Fund (the "Fund") is a non-diversified,
closed-end management investment company. This statement of additional
information relating to the TAPS does not constitute a prospectus, but should be
read in conjunction with the prospectus relating thereto dated ____________,
2006. This statement of additional information does not include all information
that a prospective investor should consider before purchasing and investors
should obtain and read the prospectus prior to purchasing such shares. A copy of
the prospectus may be obtained without charge by calling (800) 257-8787. You may
also obtain a copy of the prospectus on the Securities and Exchange Commission's
website (http://www.sec.gov). Capitalized terms used but not defined in this
statement of additional information have the meanings ascribed to them in the
prospectus or the Amended and Restated Statement Establishing and Fixing the
Rights and Preferences of Taxable Auctioned Preferred Shares (the "Statement")
attached as Appendix A.
TABLE OF CONTENTS
PAGE
Investment Objectives..........................................................................................S-1
Investment Policies and Techniques.............................................................................S-2
Interest Rate Transactions.....................................................................................S-6
Management of The Fund.........................................................................................S-7
Portfolio Transactions and Brokerage..........................................................................S-20
Net Asset Value...............................................................................................S-21
Description of TAPS...........................................................................................S-22
Additional Information Concerning the Auctions for TAPS.......................................................S-23
Certain Provisions in the Declaration of Trust................................................................S-25
Repurchase of Common Shares; Conversion to Open-End Fund......................................................S-26
Tax Matters...................................................................................................S-28
Custodian, Transfer Agent, Dividend Paying Agent And Registrar................................................S-34
Experts .....................................................................................................S-35
Additional Information........................................................................................S-35
Report of Independent Registered Accountants and Financial Statements..........................................F-1
Appendix A - Amended and Restated Statement Establishing and Fixing the
Rights and Preferences of Taxable Auctioned Preferred Shares
Appendix B - Ratings of Investments
The date of this statement of additional information is ___________, 2006.
INVESTMENT OBJECTIVES
The Fund's primary investment objective is high current income. The
Fund's secondary investment objective is capital appreciation.
INVESTMENT RESTRICTIONS
Except as described below, the Fund, as a fundamental policy, may not,
without the approval of the holders of a majority of the outstanding Common
Shares and the Preferred Shares, including TAPS (as hereinafter defined) voting
together as a single class, and of the holders of a majority of the outstanding
Preferred Shares, including TAPS, voting as a separate class:
1. Issue senior securities, as defined in the Investment Company Act of
1940, other than (i) preferred shares which immediately after issuance will have
asset coverage of at least 200%, (ii) indebtedness which immediately after
issuance will have asset coverage of at least 300%, or (iii) the borrowings
permitted by investment restriction (2) set forth below;
2. Borrow money, except as permitted by the Investment Company Act of
1940;
3. Act as underwriter of another issuer's securities, except to the
extent that the Fund may be deemed to be an underwriter within the meaning of
the Securities Act of 1933 in connection with the purchase and sale of portfolio
securities;
4. Purchase or sell real estate, except that the Fund may invest in
securities of companies that deal in real estate or are engaged in the real
estate business, including REITs, and securities secured by real estate or
interests therein and the Fund may hold and sell real estate or mortgages on
real estate acquired through default, liquidation, or other distributions of an
interest in real estate as a result of the Fund's ownership of such securities;
5. 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, derivative
instruments or from investing in securities or other instruments backed by
physical commodities);
6. Make loans, other than by entering into repurchase agreements and
through the purchase of debt securities in accordance with its investment
objectives, policies and limitations; and;
7. Purchase any securities (other than obligations issued or guaranteed
by the United States Government or by its agencies or instrumentalities), if as
a result more than 5% of the Fund's total assets would then be invested in
securities of a single issuer or if as a result the Fund would hold more than
10% of the outstanding voting securities of any single issuer; provided that,
with respect to 50% of the Fund's assets, the Fund may invest up to 25% of its
assets in the securities of any one issuer.
For purposes of the foregoing, "majority of the outstanding," when used
with respect to particular shares of the Fund, means (i) 67% or more of the
shares present at a meeting, if the holders of more than 50% of the shares are
present or represented by proxy, or (ii) more than 50% of the shares, whichever
is less.
Under the Investment Company Act of 1940, the Fund may invest only up
to 10% of its total assets in the aggregate in shares of other investment
companies and only up to 5% of its total assets in any one investment company,
provided the investment does not represent more than 3% of the voting stock of
the acquired investment company at the time such shares are purchased. As a
stockholder in any
S-1
investment company, the Fund will bear its ratable share of that investment
company's expenses, and would remain subject to payment of the Fund's
management, advisory and administrative fees with respect to assets so invested.
Holders of Common Shares would therefore be subject to duplicative expenses to
the extent the Fund invests in other investment companies. In addition, the
securities of other investment companies may also be leveraged and would
therefore be subject to the same leverage risks described herein. The net asset
value and market value of leveraged shares would be more volatile and the yield
to shareholders would tend to fluctuate more than the yield generated by
unleveraged shares.
In addition to the foregoing fundamental investment policies, the Fund
is also subject to the following non-fundamental restrictions and policies,
which may be changed by the Board of Trustees. The Fund may not:
1. 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.
2. Purchase securities of open-end or closed-end investment companies
except in compliance with the Investment Company Act of 1940 or any exemptive
relief obtained thereunder.
3. Purchase securities of companies for the purpose of exercising
control.
The restrictions and other limitations set forth above will apply only
at the time of purchase of securities and will not be considered violated unless
an excess or deficiency occurs or exists immediately after and as a result of an
acquisition of securities.
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Fund's
investment objectives, policies, and techniques that are described in the Fund's
Prospectus.
It is the Fund's fundamental policy to concentrate its investments in
the U.S. real estate market and not in any other industry. Under normal market
conditions, the Fund will invest at least 90% of its total assets in income
producing common stocks, preferred stocks, convertible preferred stocks and debt
securities issued by real estate companies, such as real estate investment
trusts ("REITs"). At least 80% of the Fund's total assets will be invested in
income producing equity securities issued by REITs, and substantially all of the
equity securities of real estate companies in which the Fund intends to invest
are traded on a national securities exchange or in the over-the-counter markets.
The Fund will invest at least 40% of its total assets in common stocks. The Fund
will not invest more than 25% of its total assets in below or non-investment
grade preferred stocks, convertible preferred stocks and debt securities
(commonly known as "junk bonds"). The Fund may invest up to 20% of its total
assets in debt companies. The actual percentage of common, preferred and
convertible preferred stocks, rights and warrants and debt securities in the
Fund's portfolio may vary over time based on Security Capital's assessment of
market conditions.
REAL ESTATE COMPANIES
For purposes of the Fund's investment policies, a real estate company
is a company that:
o derives at least 50% of its revenues from the ownership,
construction, financing, management or sale of commercial,
industrial or residential real estate; or
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o has at least 50% of its assets in such real estate.
REAL ESTATE INVESTMENTS TRUSTS (REITS)
A REIT is a company that pools investors' funds for investment
primarily in income-producing real estate or in real estate related loans (such
as mortgages) or other interests. Therefore, a REIT normally derives its income
from rents or from interest payments, and may realize capital gains by selling
properties that have appreciated in value. A REIT is not taxed on income
distributed to shareholders if it complies with several requirements relating to
its organization, ownership, assets and income and a requirement that it
distributes to its shareholders at least 90% of its taxable income (other than
net capital gains) for each taxable year and otherwise complies with the
requirements of the Code. As a result, REITs tend to pay relatively higher
dividends than other types of companies and the Fund intends to use these REIT
dividends in an effort to meet the current income goal of its investment
objectives.
REITs can generally be classified as Equity REITs, Mortgage REITs and
Hybrid REITs. Equity REITs, which invest the majority of their assets directly
in real property, derive their income primarily from rents. Equity REITs can
also realize capital gains by selling properties that have appreciated in value.
Mortgage REITs, which invest the majority of their assets in real estate
mortgages, derive their income primarily from interest payments. Hybrid REITs
combine the characteristics of both Equity REITs and Mortgage REITs. The Fund
does not currently intend to invest more than 10% of its total assets in
Mortgage REITs or Hybrid REITs.
PREFERRED STOCKS
Preferred stocks pay fixed or floating rate dividends to investors, and
have a "preference" over common stock in the payment of dividends and the
liquidation of a company's assets. This means that a company must pay dividends
on preferred stock before paying any dividends on its common stock. Preferred
stockholders usually have no right to vote for corporate directors or on other
matters. The Fund may invest in preferred stocks issued by real estate
companies. It is the Fund's intention to initially invest approximately 40% of
its total assets in preferred stocks issued by real estate companies. The actual
percentage of preferred stocks in the Fund's portfolio may vary over time based
on Security Capital's assessment of market conditions.
LOWER-RATED SECURITIES
Securities of below grade investment quality (Ba/BB or below) are
commonly referred to as junk bonds. Securities of below investment grade quality
are regarded as having predominately speculative characteristics with respect to
capacity to pay interest and repay principal.
Lower-rated securities may be more susceptible to real or perceived
adverse economic and competitive industry conditions than higher grade
securities. The prices of lower-rated securities have been found to be less
sensitive to interest rate changes than more highly rated investments, but more
sensitive to adverse economic downturns or individual corporate developments.
Yields on lower-rated securities will fluctuate. If the issuer of lower-rated
securities defaults, the Fund may incur additional expenses to seek recovery.
The secondary markets in which lower-rated securities are traded may be
less liquid than the market for higher grade securities. Less liquidity in the
secondary trading markets could adversely affect the price at which the Fund
could sell a particular lower-rated security when necessary to meet liquidity
needs or in response to a specific economic event, such as a deterioration in
the creditworthiness of the issuer, and could adversely affect and cause large
fluctuations in the net asset value of the Fund's shares. Adverse publicity and
investor perceptions may decrease the values and liquidity of high yield
securities.
S-3
It is reasonable to expect that any adverse economic conditions could
disrupt the market for lower-rated securities, have an adverse impact on the
value of such securities, and adversely affect the ability of the issuers of
such securities to repay principal and pay interest thereon. New laws and
proposed new laws may adversely impact the market for lower-rated securities.
The Fund may only invest in high yield securities that are rated CCC or
higher by S&P, rated Caa or higher by Moody's, CCC or higher by Fitch, or
unrated securities determined by Security Capital to be of comparable quality.
The issuers of these securities have a currently identifiable vulnerability to
default as to payment of principal and interest and such issues may be in
default or there may be present elements of danger with respect to principal or
interest. The Fund will not invest in securities which are in default as to
payment of principal and interest at the time of purchase.
ILLIQUID SECURITIES
The Fund will not invest more than 10% of its total assets in illiquid
real estate securities. All of the Fund's investments will be in securities of
U.S. issuers, and the Fund will not invest more than 10% of its total assets in
the securities of any one issuer.
NO SHORT SALES OR DERIVATIVES
The Fund will not enter into short sales or invest in derivatives,
except as described in the prospectus and the statement of additional
information in connection with the interest rate swap or interest rate cap
transactions. See "Interest Rate Transactions" below.
SHORT-TERM INVESTMENTS
For temporary defensive purposes or to keep cash on hand fully
invested, the Fund may invest up to 100% of its net assets in cash equivalents
and short-term fixed-income investments. Short-term fixed income investments are
defined to include, without limitation, the following:
(1) U.S. government securities, including bills, notes and bonds
differing as to maturity and rates of interest that are either issued or
guaranteed by the U.S. Treasury or by U.S. government agencies or
instrumentalities. U.S. government agency securities include securities issued
by (a) the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration, and the
Government National Mortgage Association, whose securities are supported by the
full faith and credit of the United States; (b) the Federal Home Loan Banks,
Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose
securities are supported by the right of the agency to borrow from the U.S.
Treasury; (c) the Federal National Mortgage Association, whose securities are
supported by the discretionary authority of the U.S. government to purchase
certain obligations of the agency or instrumentality; and (d) the Student Loan
Marketing Association, whose securities are supported only by its credit. While
the U.S. government provides financial support to such U.S. government-sponsored
agencies or instrumentalities, no assurance can be given that it always will do
so since it is not so obligated by law. The U.S. government, its agencies, and
instrumentalities do not guarantee the market value of their securities.
Consequently, the value of such securities may fluctuate.
(2) Certificates of Deposit issued against funds deposited in a bank or
a savings and loan association. Such certificates are for a definite period of
time, earn a specified rate of return, and are
S-4
normally negotiable. The issuer of a certificate of deposit agrees to pay the
amount deposited plus interest to the bearer of the certificate on the date
specified thereon. Under current FDIC regulations, the maximum insurance payable
as to any one certificate of deposit is $100,000; therefore, certificates of
deposit purchased by the Fund may not be fully insured.
(3) Repurchase agreements, which involve purchases of debt securities.
At the time the Fund purchases securities pursuant to a repurchase agreement, it
simultaneously agrees to resell and redeliver such securities to the seller, who
also simultaneously agrees to buy back the securities at a fixed price and time.
This assures a predetermined yield for the Fund during its holding period, since
the resale price is always greater than the purchase price and reflects an
agreed-upon market rate. Such actions afford an opportunity for the Fund to
invest temporarily available cash. The Fund may enter into repurchase agreements
only with respect to obligations of the U.S. government, its agencies or
instrumentalities; certificates of deposit; or bankers acceptances in which the
Fund may invest. Repurchase agreements may be considered loans to the seller,
collateralized by the underlying securities. The risk to the Fund is limited to
the ability of the seller to pay the agreed-upon sum on the repurchase date; in
the event of default, the repurchase agreement provides that the Fund is
entitled to sell the underlying collateral. If the value of the collateral
declines after the agreement is entered into, and if the seller defaults under a
repurchase agreement when the value of the underlying collateral is less than
the repurchase price, the Fund could incur a loss of both principal and
interest. NAM monitors the value of the collateral at the time the action is
entered into and at all times during the term of the repurchase agreement. The
investment adviser does so in an effort to determine that the value of the
collateral always equals or exceeds the agreed-upon repurchase price to be paid
to the Fund. If the seller were to be subject to a federal bankruptcy
proceeding, the ability of the Fund to liquidate the collateral could be delayed
or impaired because of certain provisions of the bankruptcy laws.
(4) Commercial paper, which consists of short-term unsecured promissory
notes, including variable rate master demand notes issued by corporations to
finance their current operations. Master demand notes are direct lending
arrangements between the Fund and a corporation. There is no secondary market
for such notes. However, they are redeemable by the Fund at any time. NAM will
consider the financial condition of the corporation (e.g., earning power, cash
flow, and other liquidity ratios) and will continuously monitor the
corporation's ability to meet all of its financial obligations, because the
Fund's liquidity might be impaired if the corporation were unable to pay
principal and interest on demand. Investments in commercial paper will be
limited to commercial paper rated in the highest categories by a major rating
agency and which mature within one year of the date of purchase or carry a
variable or floating rate of interest.
PORTFOLIO COMPOSITION BY INDUSTRY SECTOR
The Fund's portfolio represents a range of industries. The
following chart shows the allocation of the Fund's portfolio as of March 31,
2006. The information in the chart is unaudited.
INDUSTRIES
(as a % of total investments)
------------------------------------
Office 25.6%
------------------------------------
Specialized 20.2%
------------------------------------
Retail 19.6%
------------------------------------
Residential 18.1%
------------------------------------
Diversified 11.3%
------------------------------------
Industrial 3.1%
------------------------------------
Repurchase Agreements 2.1%
------------------------------------
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INTEREST RATE TRANSACTIONS
In connection with the Fund's use of leverage through its sale of Fund
Preferred Shares, including TAPS, or Borrowings, the Fund may enter into
interest rate swap or cap transactions. The Fund has entered into interest rate
swap transactions that are intended to hedge a portion of the Fund's dividend
payment obligations under the currently outstanding TAPS. Interest rate swaps
involve the Fund's agreement with the swap counterparty to pay fixed rate
payment in exchange for the counterparty paying the Fund a variable rate payment
that is intended to approximate the Fund's variable rate payment obligation on
the Fund Preferred Shares, including TAPS, of any variable rate Borrowings. The
payment obligation would be based on the notional amount of the swap. The Fund
may use an interest rate cap, which would require it to pay a premium to the cap
counterparty and would entitle it, to the extent that a specified variable rate
index exceeds a predetermined fixed rate, to receive from the counterparty
payment of the difference based on the notional amount. The Fund would use
interest rate swaps or caps only with the intent to reduce or eliminate the risk
that an increase in short-term interest rates could have on Common Share net
earnings as a result of leverage.
The Fund will usually enter into swaps or caps on a net basis; that is,
the two payment streams will be netted out in a cash settlement on the payment
date or dates specified in the instrument, with the Fund receiving or paying, as
the case may be, only the net amount of the two payments. The Fund intends to
maintain in a segregated account with its custodian cash or liquid securities
having a value at least equal to the Fund's net payment obligations under any
swap transaction, marked to market daily.
The use of interest rate swaps and caps is a highly specialized
activity that involves investment techniques and risks different from those
associated with ordinary portfolio security transactions. Depending on the state
of interest rates in general, the Fund's use of interest rate swaps or caps
could enhance or harm the overall performance on the Common Shares. To the
extent there is a decline in interest rates, the value of the interest rate swap
or cap could decline, and could result in a decline in the net asset value of
the Common Shares. In addition, if short-term interest rates are lower than the
Fund's fixed rate of payment on the interest rate swap, the swap will reduce
Common Share net earnings. If, on the other hand, short-term interest rates are
higher than the fixed rate of payment on the interest rate swap, the swap will
enhance the Fund's share net earnings. Buying interest rate caps could enhance
the performance of the Common Shares by providing a maximum leverage expense.
Buying interest rate caps could also decrease the net earnings of the Common
Shares in the event that the premium paid by the Fund to the counterparty
exceeds the additional amount the Fund would have been required to pay had it
not entered into the cap agreement. The Fund has no current intention of selling
an interest rate swap or cap. The Fund would not enter into interest rate swap
or cap transactions in an aggregate notional amount that exceeds the outstanding
amount of the Fund's leverage.
Interest rate swaps and caps do not involve the delivery of securities
or other underlying assets or principal. Accordingly, the risk of loss with
respect to interest rate swaps is limited to the net amount of interest payment
that the Fund is contractually obligated to make. If the counterparty defaults,
the Fund would not be able to use the anticipated net receipts under the swap or
cap to offset the dividend payments on the Fund Preferred Shares, including
TAPS, or interest payments on Borrowings. Depending on whether the Fund would be
entitled to receive net payments from the counterparty on the swap or cap, which
in turn would depend on the general state of short-term interest rates at that
point in time, such a default could negatively impact the performance of the
Common Shares. Although this will not guarantee that the counterparty does not
default, the Fund will not enter into an interest rate swap or cap transaction
with any counterparty that NAM believes does not have the financial resources to
honor its obligation under the interest rate swap or cap transaction. Further,
NAM will continually monitor the financial stability of a counterparty to an
interest rate swap or cap transaction in an effort to proactively protect the
Fund's investments. In addition, at the time the interest rate swap or cap
transaction reaches
S-6
its scheduled termination date, there is a risk that the Fund will not be able
to obtain a replacement transaction or that the terms of the replacement will
not be as favorable as on the expiring transaction. If this occurs, it could
have a negative impact on the performance of the Fund's Common Shares.
The Fund may choose or be required to redeem some or all of the
Preferred Shares, including TAPS, or prepay any Borrowings. This redemption
would likely result in the Fund seeking to terminate early all or a portion of
any swap or cap transaction. Such early termination of a swap could result in
termination payment by or to the Fund. An early termination of a cap could
result in a termination payment to the Fund.
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
The management of the Fund, including general supervision of the duties
performed for the Fund under the Management Agreement, is the responsibility of
the Board of Trustees of the Fund. The number of trustees of the Fund is
currently set at eight, one of whom is an "interested" person (as the term
"interested" person is defined in the Investment Company Act of 1940) and seven
of whom are not "interested" persons. None of the trustees who are not
"interested" persons of the Fund has ever been a director or employee of, or
consultant to, Nuveen or its affiliates. The names, birthdate and business
addresses of the trustees and officers of the Fund and their principal
occupations and other affiliations during the past five years, the number of
portfolios each oversees and any other directorships they hold are set forth
below.
NUMBER OF
YEARS PORTFOLIOS
FIRST IN FUND
POSITION(S) ELECTED PRINCIPAL OCCUPATION(S) INCLUDING COMPLEX
NAME, BIRTHDATE HELD WITH OR OTHER DIRECTORSHIPS DURING PAST OVERSEEN BY
AND ADDRESS THE FUND APPOINTED(2) FIVE YEARS BOARD MEMBER
-------------------- ----------- ------------- ---------------------------------- -------------
BOARD MEMBER WHO IS AN INTERESTED PERSON OF THE FUNDS:
Timothy R. Chairman of 1994 Chairman (since 1996) and Director of 161
Schwertfeger(1) the Board and Nuveen Investments, Inc., Nuveen
3/28/49 Trustee Investments, LLC, Nuveen Advisory
333 W. Wacker Drive Corp. and Nuveen Institutional
Chicago, IL 60606 Advisory Corp.(3); Director (since
1996) of Institutional Capital
Corporation; Chairman and Director
(since 1997) of Nuveen Asset
Management; Chairman and Director of
Rittenhouse Asset Management, Inc.
(since 1999); Chairman of Nuveen
Investments Advisers Inc. (since
2002).
BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUNDS:
Robert P. Bremner Board Member 1997 Private Investor and Management 161
8/22/40 Consultant.
333 W. Wacker Drive
Chicago, IL 60606
Lawrence H. Brown Board member 1993 Retired (since 1989) as Senior Vice 161
7/29/34 President of The Northern Trust
333 W. Wacker Drive Company; Director (since 2002)
Chicago, IL 60606 Community Advisory Board for Highland
Park and Highwood, United Way of the
North Shore.
S-7
NUMBER OF
YEARS PORTFOLIOS
FIRST IN FUND
POSITION(S) ELECTED PRINCIPAL OCCUPATION(S) INCLUDING COMPLEX
NAME, BIRTHDATE HELD WITH OR OTHER DIRECTORSHIPS DURING PAST OVERSEEN BY
AND ADDRESS THE FUND APPOINTED(2) FIVE YEARS BOARD MEMBER
-------------------- ----------- ------------- ---------------------------------- -------------
Jack B. Evans Board member 1999 President, The Hall-Perrine 161
10/22/48 Foundation, a private philanthropic
333 W. Wacker Drive corporation (since 1996); Director
Chicago, IL 60606 and Vice Chairman, United Fire Group,
a publicly held company; Adjunct
Faculty Member, University of Iowa;
Director, Gazette Companies; Life
Trustee of Coe College and Iowa
College Foundation; formerly,
Director, Alliant Energy; formerly,
Director, Federal Reserve Bank of
Chicago; formerly, President and Chief
Operating Officer, SCI Financial Group,
Inc., a regional financial services
firm.
William C. Hunter Board member 2004 Dean and Distinguished Professor of 161
3/6/48 Finance, School of Business at the
333 W. Wacker Drive University of Connecticut (since
Chicago, IL 60606 2003); previously, Senior Vice
President and Director of Research
at the Federal Reserve Bank of
Chicago (1995-2003); Director (since
1997), Credit Research Center at
Georgetown University; Director
(since 2004) Xerox Corporation, Director
SS&C Technologies, Inc. (May 2005-
October 2005).
William J. Schneider Board member 1997 Chairman of Miller-Valentine Partners 161
9/24/44 Ltd., a real estate investment
333 W. Wacker Drive company; formerly, Senior Partner and
Chicago, IL 60606 Chief Operating Officer (retired,
December 2004), of Miller-Valentine
Group; formerly, Vice President,
Miller-Valentine Realty; Board Member,
Chair of the Finance Committee and member
of the Audit Committee of Premier
Health Partners, the not-for-profit
company of Miami Valley Hospital; Vice
President, Dayton Philharmonic
Orchestra Association; Board
Member, Regional Leaders Forum, which
promotes cooperation on economic
development issues; Director, Dayton
Development Coalition; formerly,
Member, Community Advisory Board,
National City Bank, Dayton, Ohio and
Business Advisory Council, Cleveland
Federal Reserve Bank.
Judith M. Stockdale Board member 1997 Executive Director, Gaylord and 161
12/29/47 Dorothy Donnelley Foundation (since
333 W. Wacker Drive 1994); prior thereto, Executive
Chicago, IL 60606 Director, Great Lakes Protection Fund
(from 1990 to 1994).
S-8
NUMBER OF
YEARS PORTFOLIOS
FIRST IN FUND
POSITION(S) ELECTED PRINCIPAL OCCUPATION(S) INCLUDING COMPLEX
NAME, BIRTHDATE HELD WITH OR OTHER DIRECTORSHIPS DURING PAST OVERSEEN BY
AND ADDRESS THE FUND APPOINTED(2) FIVE YEARS BOARD MEMBER
-------------------- ----------- ------------- ---------------------------------- -------------
Eugene S. Sunshine Board member 2005 Senior Vice President for Business 161
1/22/50 and Finance, Northwestern University
333 W. Wacker Drive (since 1997); Director (since 2003),
Chicago, IL 60606 Chicago Board Options Exchange;
Director (since 2003), National
Mentor Holdings, a privately-held,
national provider of home and
community-based services; Chairman
(since 1997), Board of Directors,
Rubicon, a pure captive insurance
company owned by Northwestern
University; Director (since 1997),
Evanston Chamber of Commerce and
Evanston Inventure, a business
development organization.
NUMBER OF
YEARS PORTFOLIOS
FIRST IN FUND
POSITION(S) ELECTED COMPLEX
NAME, BIRTHDATE HELD WITH OR PRINCIPAL OCCUPATION(S) OVERSEEN BY
AND ADDRESS THE FUNDS APPOINTED(4) DURING PAST FIVE YEARS OFFICER
-------------------- ----------- ------------- ---------------------------------- -------------
OFFICERS OF THE FUND:
Gifford R. Zimmerman Chief 1988 Managing Director (since 2002), 161
9/9/56 Administrative Assistant Secretary and Associate
333 W. Wacker Drive Officer General Counsel, formerly, Vice
Chicago, IL 60606 President and Assistant General
Counsel, of Nuveen Investments, LLC;
Managing Director (2002-2004),
General Counsel (1998-2004) and
Assistant Secretary, formerly, Vice
President of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.(3); Managing Director (since
2002) and Assistant Secretary and
Associate General Counsel, formerly,
Vice President (since 1997), of
Nuveen Asset Management; Managing
Director (since 2004) and Assistant
Secretary (since 1994) of Nuveen
Investments, Inc.; Assistant
Secretary of NWQ Investment
Management Company, LLC. (since
2002); Vice President and Assistant
Secretary of Nuveen Investments
Advisers Inc. (since 2002); Managing
Director, Associate General Counsel
and Assistant Secretary of
Rittenhouse Asset Management, Inc.
(since 2003); Assistant Secretary of
Symphony Asset Management LLC (since
2003); Chartered Financial Analyst.
Julia L. Antonatos Vice 2004 Managing Director (since 2005), 161
9/22/63 President formerly, Vice President (since 2002),
333 W. Wacker Drive formerly, Assistant Vice President
Chicago, IL 60606 (since 1999) of Nuveen Investments,
LLC; Chartered Financial Analyst.
Michael T. Atkinson Vice 2000 Vice President (since 2002), 161
2/3/66 President and formerly, Assistant Vice President
333 W. Wacker Drive Assistant (since 2000) of Nuveen Investments,
Chicago, IL 60606 Secretary LLC.
S-9
NUMBER OF
YEARS PORTFOLIOS
FIRST IN FUND
POSITION(S) ELECTED COMPLEX
NAME, BIRTHDATE HELD WITH OR PRINCIPAL OCCUPATION(S) OVERSEEN BY
AND ADDRESS THE FUNDS APPOINTED(4) DURING PAST FIVE YEARS OFFICER
-------------------- ----------- ------------- ---------------------------------- -------------
Peter H. D'Arrigo Vice 1999 Vice President and Treasurer of Nuveen 161
11/28/67 President and Investments, LLC (since 1999); Vice
333 W. Wacker Drive Treasurer President and Treasurer (since 1999)
Chicago, IL 60606 of Nuveen Investments, Inc.; Vice
President and Treasurer (1999-2004) of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.(3); Vice
President and Treasurer of Nuveen
Asset Management (since 2002) and of
Nuveen Investments Advisers Inc.
(since 2002); Assistant Treasurer of
NWQ Investment Management Company,
LLC. (since 2002); Vice President and
Treasurer of Nuveen Rittenhouse Asset
Management, Inc. (since 2003);
Treasurer of Symphony Asset Management
LLC (since 2003); Chartered Financial
Analyst.
John N. Desmond Vice President 2005 Vice President, Director of 161
8/24/61 Investment Operations, Nuveen
333 W. Wacker Drive Investments, LLC (since January
Chicago, IL 60606 2005); formerly, Director, Business
Manager, Deutsche Asset Management
(2003-2004), Director, Business
Development and Transformation,
Deutsche Trust Bank Japan (2002-2003);
previously, Senior Vice President, Head
of Investment Operations and
Systems, Scudder Investments Japan
(2000-2002), Senior Vice President, Head
of Plan Administration and
Participant Services, Scudder
Investments (1995-2002).
Jessica R. Droeger Vice 1998 Vice President (since 2002), 161
9/24/64 President and Assistant Secretary and Assistant
333 W. Wacker Drive Secretary General Counsel (since 1998),
Chicago, IL 60606 formerly, Assistant Vice President
(since 1998) of Nuveen Investments,
LLC; Vice President (2002-2004) and
Assistant Secretary (1998-2004)
formerly, Assistant Vice President of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.(3); Vice
President and Assistant Secretary
(since 2005) of Nuveen Asset
Management.
Lorna C. Ferguson Vice President 1998 Managing Director (since 2004), 161
10/24/45 formerly, Vice President of Nuveen
333 W. Wacker Drive Investments, LLC, Managing Director
Chicago, IL 60606 (2004) formerly, Vice President
(1998-2004) of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.(3); Managing Director (since
2005) of Nuveen Asset Management.
William M. Fitzgerald Vice President 1995 Managing Director (since 2002), 161
3/2/64 formerly, Vice President of Nuveen
333 W. Wacker Drive Investments, LLC; Managing Director
Chicago, IL 60606 (1997-2004) of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.(3); Managing Director of Nuveen
Asset Management (since 2001); Vice
President of Nuveen Investments
Advisers Inc. (since 2002); Chartered
Financial Analyst.
Stephen D. Foy Vice 1998 Vice President (since 1993) and Funds 161
5/31/54 President and Controller (since 1998) of Nuveen
333 W. Wacker Drive Controller Investments, LLC; formerly, Vice
Chicago, IL 60606 President and Funds Controller
(1998-2004) of Nuveen Investments,
Inc.; Vice President of Nuveen Asset
Management (since 2005); Certified
Public Accountant.
S-10
NUMBER OF
YEARS PORTFOLIOS
FIRST IN FUND
POSITION(S) ELECTED COMPLEX
NAME, BIRTHDATE HELD WITH OR PRINCIPAL OCCUPATION(S) OVERSEEN BY
AND ADDRESS THE FUNDS APPOINTED(4) DURING PAST FIVE YEARS OFFICER
-------------------- ----------- ------------- ---------------------------------- -------------
James D. Grassi Vice 2004 Vice President and Deputy Director of 161
4/13/56 President and Compliance (since 2004) of Nuveen
333 W. Wacker Drive Chief Investments, LLC, Nuveen Investments
Chicago, IL 60606 Compliance Advisers Inc., Nuveen Asset
Officer Management and Rittenhouse Asset
Management, Inc.; previously, Vice
President and Deputy Director of
Compliance (2004) of Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.(3); formerly, Senior
Attorney (1994-2004), The Northern
Trust Company.
David J. Lamb Vice President 2000 Vice President (since 2000) of Nuveen 161
3/22/63 Investments, LLC; Certified Public
333 W. Wacker Drive Accountant.
Chicago, IL 60606
Tina M. Lazar Vice President 2002 Vice President of Nuveen Investments, 161
8/27/61 LLC (since 1999).
333 W. Wacker Drive
Chicago, IL 60606
Larry W. Martin Vice 1988 Vice President, Assistant Secretary 161
7/27/51 President and and Assistant General Counsel of
333 W. Wacker Drive Assistant Nuveen Investments, LLC; Vice
Chicago, IL 60606 Secretary President and Assistant Secretary of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.(3); Vice
President (since 2005) 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); Assistant Secretary of
NWQ Investment Management Company,
LLC (since 2002) and Symphony Asset
Management (since 2003).
---------------------------------------
(1) Mr. Schwertfeger is an "interested person" of the Funds, as defined in
the Investment Company Act of 1940, because he is an officer and board
member of the Adviser.
(2) Board members serve an indefinite term until his/her successor is
elected. The year first elected or appointed represents the year in
which the board member was first elected or appointed to any fund in
the Nuveen Complex.
(3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were
reorganized into Nuveen Asset Management, effective January 1, 2005.
(4) Officers serve one year terms through July of each year. The year first
elected or appointed represents the year in which the Officer was first
elected or appointed to any fund in the Nuveen Complex.
Prior to the Fund's 2007 annual meeting of shareholders, the trustees will
classify themselves by resolution as Class I, Class II and Class III trustees to
be elected by the holders of the Fund's outstanding Common Shares and Preferred
Shares, voting together as a single class. Class I trustees will be elected for
a term expiring at the first annual meeting following their election, Class II
trustees for a term expiring at the second annual meeting following their
election and Class III trustees for a term expiring at the third annual meeting
following their election. In addition, prior to the Fund's 2007 annual meeting
the trustees will designate by resolution two trustees to be elected solely by
the holders of the Fund's outstanding Preferred Shares (the "Preferred
Trustees"). The Preferred Trustees will be elected by holders of Preferred
Shares on an annual basis.
COMMITTEES OF THE BOARD
The Board of the 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.
Executive Committee. Robert P. Bremner, Judith M. Stockdale and Timothy
R. Schwertfeger, Chair, serve as members of the executive committee of the 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
S-11
the actions taken by the executive committee) and (ii) matters of an
administrative or ministerial nature. The executive committee of the Fund held
no meetings during its last fiscal year.
Dividend Committee. Lawrence H. Brown, Jack B. Evans and Timothy R.
Schwertfeger, Chair, are current members of the dividend committee of the 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 dividend committee of the Fund held
five meetings during its last fiscal year.
Compliance Risk Management and Regulatory Oversight Committee. Lawrence
H. Brown, William C. Hunter, William J. Schneider, Chair, and Judith M.
Stockdale are current members of the compliance, risk management and regulatory
oversight committee of the 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 Fund which are not
otherwise the jurisdiction of the other Board committees. As part of its duties
regarding compliance matters, the committee was responsible during 2005 for the
oversight of the Pricing Procedures of the Fund and the internal Valuation
Group. The compliance, risk management and regulatory oversight committee of the
Fund held four meetings during its last fiscal year.
Audit Committee. The 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 American Stock Exchange. Robert P. Bremner, Lawrence
H. Brown, Jack B. Evans, Chair, William J. Schneider and Eugene S. Sunshine are
current members of the audit committee of the 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 Fund (2) the quality and integrity of the financial statements of the Fund
and (3) the independent registered public accounting firm's qualifications,
performance and independence. The audit committee reviews the work and any
recommendations of the Fund's independent registered public accounting firm.
Based on such review, it is authorized to make recommendations to the Board.
Since 2005, the audit committee has been responsible for the oversight of the
Pricing Procedures of the Fund and the internal Valuation Group. The Board has
adopted a written Audit Committee Charter that conforms to the listing standards
of the American Stock Exchange. The audit committee of the Fund held four
meetings during its last fiscal year.
Nominating and Governance Committee. The Fund has a nominating and
governance committee that is composed entirely of Independent Board Members who
are also "independent" as defined by American Stock Exchange listing standards.
Robert P. Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter,
William J. Schneider, Judith M. Stockdale and Eugene S. Sunshine are current
members of the nominating and governance committee of the Fund. The purpose of
the nominating and governance committee is to seek, identify and recommend to
the Board qualified candidates for election or appointment to the Fund's Board.
In the event of a vacancy on the Board, the nominating and governance committee
receives suggestions from various sources (including shareholders) as to
suitable candidates. Suggestions should be sent in writing to Lorna Ferguson,
Manager of Board Relations, Nuveen Investments, LLC, 333 West Wacker Drive,
Chicago, IL 60606. The nominating and governance committee sets appropriate
standards and requirements for nominations for new trustees and reserves the
right to interview all candidates and to make the final selection of any new
trustee. 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 Board, a copy of
which is available on the Funds' website at
http://www.nuveen.com/etf/products/fundGovernance.aspx. The nominating and
governance committee of the Fund held four meetings during its last fiscal year.
The Independent Board Members have appointed Robert P. Bremner as their
Lead Independent Director. The role of the Lead Independent Director is one of
coordination and assuring the appropriate,
S-12
effective and efficient functioning of the Board and the Board processes.
Specific responsibilities may include organizing and leading Independent Board
Member sessions, facilitating and ensuring an appropriate level of communication
among the Independent Board Members, leading the assessment of the Board's
effectiveness, and working with the Adviser's staff and outside counsel on board
meeting agendas, board material and workshops for trustees to ensure that the
priorities of the Independent Board Members are addressed.
The Board held four regular quarterly meetings and four special
meetings during the last fiscal year. During the last fiscal year, each Board
Member attended 75% or more of the 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 Fund and the number of Board Members who
attended the last annual meeting of shareholders of the Fund is posted on the
Funds' website at www.nuveen.com/etf/products/fundgovernance.aspx.
COMPENSATION OF BOARD MEMBERS
Prior to January 1, 2006, Independent Board Members of the Fund
received an $85,000 annual retainer plus (a) a fee of $2,000 per day for
attendance in person or by telephone at a regularly scheduled meeting of the
Board; (b) a fee of $1,000 per day for attendance in person where such in-person
attendance is required and $500 per day 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 $1,000 per day for attendance in person at an audit
committee or compliance, risk management and regulatory oversight committee
meeting where in-person attendance is required and $750 per day for audit
committee attendance by telephone or in person where in-person attendance is not
required and $500 per day for compliance, risk management and regulatory
oversight committee attendance by telephone or in person where in-person
attendance is not required; (d) a fee of $500 per day for attendance in person
or by telephone for a meeting of the dividend committee; and (e) a fee of $500
per day for attendance in person at all other committee meetings (including ad
hoc committee meetings and shareholder meetings) on a day on which no regularly
scheduled board meeting is held in which in-person attendance is required and
$250 per day for attendance by telephone or in person at such meetings where
in-person attendance is not required, plus, in each case, expenses incurred in
attending such meetings. In addition to the payments described above, the
chairperson of each committee of the Board (except the dividend committee and
executive committee) received $5,000 as an addition to the annual retainer paid
to such individuals. When ad hoc committees were organized, the Board may have
provided for additional compensation to be paid to the members of such
committees. The annual retainer, fees and expenses were allocated among the
funds managed by the Adviser, on the basis of relative net asset sizes although
fund management could have, in its discretion, established a minimum amount to
be allocated to each fund. The Board Member affiliated with Nuveen and the
Adviser served without any compensation from the Fund.
Effective January 1, 2006, Independent Board Members for the Fund
receive a $90,000 annual retainer plus (a) a fee of $2,500 per day for
attendance in person or by telephone at a regularly scheduled meeting of the
Board; (b) a fee of $2,000 per meeting for attendance in person where such
in-person attendance is required and $1,000 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 $1,500 per meeting for
attendance in person or by telephone at an audit committee meeting; (d) a fee of
$1,500 per meeting for attendance in person at a compliance, risk management and
regulatory oversight committee meeting where in-person attendance is required
and $1,000 per meeting for attendance by telephone or in person where in-person
attendance is not required; (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
(including shareholder meetings) on a day on which
S-13
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 Lead Independent
Director receives $20,000, 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 $2,000 per day for site visits
on days on which no regularly scheduled board meeting is held to entities that
provide services to the Nuveen funds. 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 Fund.
The Boards established a Deferred Compensation Plan for Independent
Board Members ("Deferred Compensation Plan"). Under the Deferred Compensation
Plan, Independent Board Members of the Fund may defer receipt of all, or a
portion, of the compensation they earn for their services to the Fund, 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. Each Independent Board Member, other than Mr.
Brown, has elected to defer at least a portion of his or her fees.
The following table sets forth compensation paid by the Fund during the
fiscal year ended December 31, 2005.
AMOUNT OF
TOTAL TOTAL
COMPENSATION COMPENSATION
FROM FUND AND THAT HAS BEEN
NAME OF TRUSTEE FUND FUND COMPLEX* DEFERRED
------------------------------- ------------- -------------- --------------
Robert P. Bremner............ 1,548 133,125 16,832
Lawrence H. Brown............ 1,537 134,625 --
Jack B. Evans................ 1,592 138,625 29,251
William C. Hunter............ 1,482 119,625 103,152
William J. Schneider......... 1,627 136,125 115,159
Judith M. Stockdale.......... 1,462 119,725 51,055
Eugene S. Sunshine........... 1,085 88,435 59,771
---------------------------------------
* Based on the total compensation paid to the trustees for the one year
period ending December 31, 2005 for services to the Nuveen open-end and
closed-end funds advised by NAM.
The Fund has no employees. Its officers are compensated by NAM or
Nuveen.
Nuveen Investments, Inc. ("Nuveen") maintains charitable contributions
programs to encourage the active support and involvement of individuals in the
civic activities of their community. These programs include a matching
contributions program and a direct contributions program. The Independent Board
Members of the funds managed by NAM are eligible to participate in the
charitable contributions program of Nuveen. Under the matching program, Nuveen
Investments, Inc. will match the personal contributions of a Board Member to
Section 501(c)(3) organizations up to an aggregate maximum amount of $10,000
during any calendar year. Under its direct (non-matching) program, Nuveen makes
contributions to qualifying Section 501(c)(3) organizations, as approved by the
Corporate Contributions Committee of Nuveen. The Independent Board Members are
also eligible to submit proposals to the committee requesting that contributions
be made under this program to Section 501(c)(3) organizations identified by the
Board Member, in an aggregate amount not to exceed $5,000 during any calendar
year. Any contribution made by Nuveen under the direct program is made solely at
the discretion of the Corporate Contributions Committee.
OWNERSHIP OF SHARES OF THE FUND AND OTHER NUVEEN FUNDS
The following table indicates the value of shares that each Trustee
beneficially owns in the Fund and the other registered investment companies for
which NAM serves as investment adviser (collectively, "Nuveen Funds"), in the
aggregate. The value of shares of the Nuveen Funds is determined on the basis
S-14
of the net asset value of the class of shares held as of December 31, 2005. The
value of the shares held are stated in ranges in accordance with the
requirements of the SEC. The table reflects the Trustee's beneficial ownership
of shares of the Nuveen Funds. Beneficial ownership is determined in accordance
with the rules of the SEC.
AGGREGATE DOLLAR RANGE OF EQUITY
DOLLAR RANGE OF SECURITIES IN ALL REGISTERED
EQUITY SECURITIES INVESTMENT COMPANIES IN THE NUVEEN
NAME OF TRUSTEE IN THE FUND FUNDS
---------------------------- ----------------- -----------------------------------
INTERESTED TRUSTEES:
Timothy R. Schwertfeger..... Over $100,000 Over $100,000
NON-INTERESTED TRUSTEES:
Robert F. Bremner........... 0 Over $100,000
Lawrence H. Brown........... $ 10,001 - 50,000 Over $100,000
Jack B. Evans............... $ 10,001 - 50,000 Over $100,000
William C. Hunter........... 0 Over $100,000
William J. Schneider........ 0 Over $100,000
Judith M. Stockdale......... 0 Over $100,000
Eugene S. Sunshine.......... 0 Over $100,000
As of December 31, 2005, the officers and Trustees of the Fund, as a group,
owned less than 1% of any class of the Fund's outstanding securities.
CODE OF ETHICS
The Fund, NAM, Nuveen, Security Capital and other related entities have
adopted codes of ethics that essentially prohibit certain of their personnel,
including the Fund's portfolio managers, from engaging in personal investments
that compete or interfere with, or attempt to take advantage of a client's,
including the Fund's, anticipated or actual portfolio transactions, and are
designed to assure that the interests of clients, including Fund shareholders,
are placed before the interests of personnel in connection with personal
investment transactions. Text-only versions of the codes of ethics of the Fund,
NAM, Nuveen and Security Capital can be viewed online or downloaded from the
EDGAR Database on the SEC's internet web site at www.sec.gov. You may also
review and copy those documents by visiting the SEC's Public Reference Room in
Washington, DC. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 202-942-8090. In addition, copies of those codes
of ethics may be obtained, after mailing the appropriate duplicating fee, by
writing to the SEC's Public Reference Section, 450 5th Street, N.W., Washington,
DC 20549-0102 or by e-mail request at publicinfo@sec.gov.
PROXY VOTING PROCEDURES
The Fund is responsible for voting proxies on securities held in its
portfolio. When the Fund receives a proxy, the decision regarding how to vote
such proxy will be made by Security Capital in accordance with its proxy voting
procedures.
The Fund has granted to Security Capital the authority to vote proxies
on its behalf. Security Capital's proxy voting policies and procedures are
summarized as follows:
Security Capital may be granted by its clients the authority to vote
the proxies of the securities held in client portfolios. To ensure that the
proxies are voted in the best interests of its clients, Security Capital has
adopted detailed proxy voting procedures ("Procedures") that incorporate
detailed proxy guidelines ("Guidelines") for voting proxies on specific types of
issues. Pursuant to the Procedures, most routine proxy matters will be voted in
accordance with the Guidelines, which have been developed with the objective of
encouraging corporate action that enhances shareholder value. For proxy matters
that are not covered by the Guidelines (including matters that require a
case-by-case determination) or where a vote contrary to the Guidelines is
considered appropriate, the Procedures require a certification and review
process to be completed before the vote is cast. That process is designed to
identify actual or potential material conflicts of interest and ensure that the
proxy is cast in the best interest of clients.
To oversee and monitor the proxy-voting process, Security Capital will
establish a proxy committee and appoint a proxy administrator. The proxy
committee will meet periodically to review general proxy-voting matters, review
and approve the Guidelines annually, and provide advice and recommendations on
general proxy-voting matters as well as on specific voting issues.
S-15
Information regarding how the Fund voted proxies relating to portfolio
securities during the most recent twelve-month period ended December 31 will be
available without charge by calling (800) 257-8787 or by accessing the
Securities and Exchange Commission's website at http://www.sec.gov.
INVESTMENT ADVISER AND SUBADVISER
NAM acts as investment adviser to the Fund, with responsibility for the
overall management of the Fund. Its address is 333 West Wacker Drive, Chicago,
Illinois 60606. NAM is responsible for the selection of the subadviser, managing
the Fund's business affairs and providing day-to-day administrative services to
the Fund. For additional information regarding the management services performed
by NAM, see "Management of the Fund" in the Fund's Prospectus.
NAM is a wholly-owned subsidiary of Nuveen. Founded in 1898, Nuveen is
the principal underwriter for the Nuveen Mutual Funds, and has served as
co-managing underwriter for the shares of the Nuveen Exchange-Traded Funds.
According to data from Thomson Financial, Nuveen is a leading sponsor of
exchange-traded funds as measured by number of funds (114) and fund assets under
management ($51.8 billion) as of March 31, 2006. Overall, Nuveen and its
affiliates have over $145 billion in assets under management or surveillance.
Nuveen is a publicly-traded company and is principally engaged in asset
management and related research.
Security Capital, 10 South Dearborn Street, Suite 1400, Chicago,
Illinois 60603, is the subadviser to the Fund. Security Capital is a wholly
owned subsidiary of J.P. Morgan Chase & Co. Security Capital, which is
registered as an investment adviser with the Securities and Exchange Commission,
commenced operations in January 1995 and had assets under management of
approximately $5.9 billion as of March 31, 2006.
A team of full-time Security Capital professionals, working together as
the Fund's Portfolio Management Committee, is primarily responsible for
overseeing the day-to-day operations of the Fund. The members of the Portfolio
Management Committee are as follows:
ANTHONY R. MANNO JR. is CEO, President and Chief Investment Officer of Security
Capital. He is Chairman, President and Managing Director of SC-Preferred Growth
Incorporated. Prior to joining Security Capital in 1994, Mr. Manno spent 14
years with LaSalle Partners Limited as a Managing Director, responsible for real
estate investment banking activities.
KENNETH D. STATZ is a Managing Director and Senior Market Strategist of Security
Capital where he is responsible for the development and implementation of
portfolio investment strategy. Prior to joining Security Capital in 1995, Mr.
Statz was a Vice President in the Investment Research Department of Goldman,
Sachs & Co., concentrating on research and underwriting for the REIT industry.
KEVIN W. BEDELL is a Managing Director of Security Capital where he directs the
Investment Analysis Team, which provides in-depth proprietary research on
publicly listed companies. Prior to joining Security Capital in 1996, Mr. Bedell
spent nine years with LaSalle Partners Limited where he was Equity Vice
President and Portfolio Manager, with responsibility for strategic, operational
and financial management of a private real estate investment trust with
commercial real estate investments in excess of $1 billion.
DAVID E. ROSENBAUM is a Managing Director of Security Capital where he leads the
Investment Structuring Team. He is also Managing Director of SC-Preferred Growth
Incorporated. Prior to joining Security Capital in 1997, Mr. Rosenbaum was a
Vice President at Lazard Freres & Co., LLC, where he structured investments in
real estate operating companies.
S-16
See "The Fund's Investments--Investment Process" in the Fund's
prospectus for more information.
The portfolio managers also have responsibility for the day-to-day
management of accounts other than the Fund. Information regarding these other
accounts is set forth below.
NUMBER OF OTHER ACCOUNTS MANAGED AND ASSETS BY ACCOUNT TYPE AS OF DECEMBER 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO Registered Investment Other Pooled Investment Other Accounts Other Accounts on which the
MANAGER Companies Vehicles Advisory Fee is based on
performance
------------------------------------------------------------------------------------------------------------------------------------
Number of Total Assets Number of Total Assets Number of Total Assets Number of Total Assets
Accounts ($billions) Accounts ($billions) Accounts ($billions) Accounts ($billions)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Anthony R. Manno Jr. 4 $0.8 1 $1.9 526 $2.1 5 $0.5
------------------------------------------------------------------------------------------------------------------------------------
Kenneth D. Statz 4 $0.8 1 $1.9 518 $2.1 5 $0.5
------------------------------------------------------------------------------------------------------------------------------------
Kevin W. Bedell 4 $0.8 1 $1.9 524 $2.1 5 $0.5
------------------------------------------------------------------------------------------------------------------------------------
David E. Rosenbaum 4 $0.8 1 $1.9 525 $2.1 5 $0.5
------------------------------------------------------------------------------------------------------------------------------------
S-17
The Fund's portfolio managers are responsible for managing the Fund and
other accounts, including separate accounts and unregistered funds.
As shown in the above tables, the Fund's portfolio managers may manage
accounts in addition to the Fund. The potential for conflicts of interest exists
when portfolio managers manage other accounts with similar investment objectives
and strategies to the Fund ("Similar Accounts"). Potential conflicts may
include, for example, conflicts between investment strategies and conflicts in
the allocation of investment opportunities.
Responsibility for managing Security Capital's clients' portfolios is
organized according to investment strategies. Generally, client portfolios with
similar strategies are managed using the same objectives, approach and
philosophy. Therefore, portfolio holdings, relative position sizes and sector
exposures tend to be similar across similar portfolios which minimizes the
potential for conflicts of interest.
Security Capital may receive more compensation with respect to certain
Similar Accounts than that received with respect to the Fund or may receive
compensation based in part on the performance of certain Similar Accounts. This
may create a potential conflict of interest for Security Capital or its
portfolio managers by providing an incentive to favor these Similar Accounts
when, for example, placing securities transactions. Potential conflicts of
interest may arise with both the aggregation and allocation of securities
transactions and allocation of limited investment opportunities. Allocations of
aggregated trades, particularly trade orders that were only partially completed
due to limited availability, and allocation of investment opportunities
generally, could raise a potential conflict of interest, as Security Capital may
have an incentive to allocate securities that are expected to increase in value
to favored accounts. Initial public offerings, in particular, are frequently of
very limited availability. Security Capital may be perceived as causing accounts
it manages to participate in an offering to increase Security Capital's overall
allocation of securities in that offering. A potential conflict of interest also
may be perceived to arise if transactions in one account closely follow related
transactions in a different account, such as when a purchase increases the value
of securities previously purchased by another account, or when a sale in one
account lowers the sale price received in a sale by a second account. If
Security Capital manages accounts that engage in short sales of securities of
the type in which the Fund invests, Security Capital could be seen as harming
the performance of the Fund for the benefit of the accounts engaging in short
sales if the short sales cause the market value of the securities to fall.
Security Capital has policies and procedures designed to manage these
conflicts described above such as allocation of investment opportunities to
achieve fair and equitable allocation of investment opportunities among its
clients over time. For example:
Orders for the same equity security are aggregated on a continual basis
throughout each trading day consistent with Security Capital's duty of best
execution for its clients. If aggregated trades are fully executed, accounts
participating in the trade will be allocated their pro rata share on an average
price basis. Partially completed orders will be allocated among the
participating accounts on a pro-rata average price basis as well.
The Fund's portfolio managers participate in a highly competitive
compensation program that is designed to attract and retain outstanding people.
The total compensation program includes base salary and cash incentives. These
elements reflect individual performance and the performance of the business as a
whole. Base salaries are fixed for each portfolio manager and are not based on
the performance of any account. Cash bonuses are variable and are focused
extensively on the profitability of the business as a whole as well as portfolio
investment performance. Portfolio manager compensation is not based on the value
of assets held in the Fund's portfolio.
At December 31, 2005, each portfolio manager beneficially owned (as
determined pursuant to Rule 16a-1(a)(2) under the 1934 Act) shares of the Fund
having values within the indicated dollar ranges.
Dollar Range of Equity Securities
Portfolio Manager Beneficially Owned in Fund
----------------- ---------------------------------
Anthony R. Manno, Jr. $ 10,001 - $ 50,000
Kenneth D. Statz $ 100,001 - $ 500,000
Kevin W. Bedell None
David E. Rosenbaum $ 50,001 - $ 100,000
Pursuant to an investment management agreement between NAM and the Fund
(the "Investment Management Agreement"), the Fund has agreed to pay for the
overall advisory and administrative services and general office facilities
provided by NAM an annual management fee. The Fund's management fee is separated
into two components -- a complex-level component, based on the aggregate amount
of all fund assets managed by NAM, and a specific fund-level component, based
only on the amount of assets within the Fund. This pricing structure enables
Nuveen fund shareholders to benefit from growth in the assets within each
individual fund as well as from growth in the amount of complex-wide assets
managed by NAM.
The annual fund-level fee, payable monthly, for the Fund is based upon
the daily Managed Assets of the Fund as follows:
FUND-LEVEL
AVERAGE DAILY NET ASSETS(1) MANAGEMENT FEE
---------------------------------------- --------------
Up to $500 million...................... .7000%
$500 million to $1 billion.............. .6750%
$1 billion to $1.5 billion.............. .6500%
$1.5 billion to $2 billion.............. .6250%
$2 billion and over..................... .6000%
---------------------------------------
(1) Net assets including assets attributable to Preferred Shares, including
TAPS, and the principal amount of Borrowings.
The annual complex-level fee, payable monthly, which is additive to the
fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the
aggregate amount of total fund assets managed as stated in the table below. As
of March 31, 2006, the complex-level fee rate was .1887%.
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COMPLEX-LEVEL
COMPLEX-LEVEL ASSETS(1) FEE RATE
------------------------------------------------------------------- ------------------
For the first $55 billion.......................................... .2000%
For the next $1 billion............................................ .1800
For the next $1 billion............................................ .1600
For the next $3 billion............................................ .1425
For the next $3 billion............................................ .1325
For the next $3 billion............................................ .1250
For the next $5 billion............................................ .1200
For the next $5 billion............................................ .1175
For the next $15 billion........................................... .1150
For Managed Assets over $91 billion(2)............................. .1400
---------------------------------------
(1) The complex-level fee component of the management fee for the funds is
calculated based upon the aggregate Managed Assets ("Managed Assets"
means the average daily net assets of each fund including assets
attributable to all types of leverage used by the Nuveen funds) of
Nuveen-sponsored funds in the U.S.
(2) With respect to the complex-wide Managed Assets over $91 billion, the
fee rate or rates that will apply to such assets will be determined at a
later date. In the unlikely event that complex-wide Managed Assets reach
$91 billion prior to a determination of the complex-level fee rate or
rates to be applied to Managed Assets in excess of $91 billion, the
complex-level fee rate for such complex-wide Managed Assets shall be
.1400% until such time as a different rate or rates is determined.
Pursuant to a Sub-Advisory Agreement between NAM and Security Capital
(the "Sub-Advisory Agreement"), Security Capital manages the investment
portfolio of the Fund and receives from NAM a percent of the management fee (net
of the reimbursement described below) according to the following schedule:
AVERAGE DAILY MANAGED ASSETS(1) MANAGEMENT FEE
---------------------------------------- --------------
Up to $125 million...................... 50.0%
$125 million to $150 million............ 47.5%
$150 million to $175 million............ 45.0%
$175 million to $200 million............ 42.5%
$200 million and over................... 40.0%
---------------------------------------
(1) Net assets including assets attributable to Preferred Shares, including
TAPS, and the principal amount of Borrowings.
In addition to the fee of NAM, the Fund pays all other costs and
expenses of its operations, including compensation of its trustees (other than
those affiliated with NAM), custodian, transfer agency and dividend disbursing
expenses, legal fees, expenses of independent auditors, expenses of repurchasing
shares, expenses of issuing any Preferred Shares, including TAPS, expenses of
preparing, printing and distributing shareholder reports, notices, proxy
statements and reports to governmental agencies, and taxes, if any.
All fees and expenses are accrued daily and deducted before payment of
dividends to investors. The Investment Management Agreement and the Sub-Advisory
Agreement (the "Advisory Agreements") have been approved by a majority of the
disinterested trustees of the Fund and the sole shareholder of the Fund. The
renewal of the Advisory Agreements was last approved on May 10-12, 2005. A
discussion regarding the Board of Trustees' decision to approve the renewal of
the Advisory Agreements is available in the Fund's semiannual report to
shareholders for the six-month period ended June 30, 2005.
For the first ten years of the Fund's operation, NAM has contractually
agreed to reimburse the Fund for fees and expenses in the amounts, and for the
time periods, set forth below:
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PERCENTAGE PERCENTAGE
REIMBURSED (AS A REIMBURSED (AS A
PERCENTAGE OF PERCENTAGE OF
YEAR ENDING AVERAGE DAILY YEAR ENDING AVERAGE DAILY
NOVEMBER 30, MANAGED ASSETS)(1) NOVEMBER 30, MANAGED ASSETS)(1)
-------------------------------- ------------------ ------------ ------------------
2001(2)................... .30% 2007 .25%
2002...................... .30% 2008 .20%
2003...................... .30% 2009 .15%
2004...................... .30% 2010 .10%
2005...................... .30% 2011 .05%
2006...................... .30%
---------------------------------------
(1) Net assets including assets attributable to Preferred Shares, including
TAPS, and the principal amount of Borrowings.
(2) From the commencement of operations.
Reducing Fund expenses in this manner will tend to increase the amount
of income available for the Common shareholders. NAM has not agreed to reimburse
the Fund for any portion of its fees and expenses beyond November 30, 2011.
The Fund, NAM, Security Capital, Nuveen, and other related entities
have adopted codes of ethics which essentially prohibit certain of their
personnel, including the Fund's portfolio management team, from engaging in
personal investments which compete or interfere with, or attempt to take
advantage of a client's, including the Fund's, anticipated or actual portfolio
transactions, and are designed to assure that the interests of clients,
including Fund shareholders, are placed before the interests of personnel in
connection with personal investment transactions. Text-only versions of the
codes of ethics can be viewed online or downloaded from the EDGAR Database on
the SEC's internet web site at www.sec.gov. You may also review and copy those
documents by visiting the SEC's Public Reference Room in Washington, DC.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 202-942-8090. In addition, copies of the codes of ethics may
be obtained, after mailing the appropriate duplicating fee, by writing to the
SEC's Public Reference Section, Washington, DC 20549-0102 or by e-mail request
at publicinfo@sec.gov.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the supervision of the Board of Trustees, decisions to buy
and sell securities for the Fund and brokerage commission rates are made by
Security Capital. Transactions on stock exchanges involve the payment by the
Fund of brokerage commissions. There is generally no stated commission in the
case of securities traded in the over-the-counter market but the price paid by
the Funds usually includes an undisclosed dealer commission or mark-up. In
certain instances, the Fund may make purchases of underwritten issues at prices
which include underwriting fees.
In selecting a broker to execute each particular transaction, Security
Capital will take the following into consideration: the best net price
available; the reliability, integrity and financial condition of the broker; the
size and difficulty in executing the order; and the value of the expected
contribution of the broker to the investment performance of the Fund on a
continuing basis. Accordingly, the cost of the brokerage commissions to the Fund
in any transaction may be greater than that available from other brokers if the
difference is reasonably justified by other aspects of the portfolio execution
services offered. Subject to such policies and procedures as the trustees may
determine, Security Capital shall not be deemed to have acted unlawfully or to
have breached any duty solely by reason of it having caused the Fund to pay a
broker that provides research services an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker would have charged for effecting that transaction if Security Capital
determines in good faith that such amount of commission
S-20
was reasonable in relation to the value of the research service provided by such
broker viewed in terms of either that particular transaction or Security
Capital's ongoing responsibilities with respect to the Fund. Research and
investment information may be provided by these and other brokers at no cost to
Security Capital and is available for the benefit of other accounts advised by
Security Capital and its affiliates, and not all of the information will be used
in connection with the Fund. While this information may be useful in varying
degrees and may tend to reduce Security Capital's expenses, it is not possible
to estimate its value and in the opinion of Security Capital it does not reduce
Security Capital's expenses in a determinable amount. The extent to which
Security Capital makes use of statistical, research and other services furnished
by brokers is considered by Security Capital in the allocation of brokerage
business but there is no formula by which such business is allocated. Security
Capital does so in accordance with their judgment of the best interests of the
Fund and its shareholders. Security Capital may also take into account payments
made by brokers effecting transactions for the Fund to other persons on behalf
of the Fund for services provided to it for which it would be obligated to pay
(such as custodial and professional fees). In addition, consistent with the
Conduct Rules of the NASD, and subject to seeking best price and execution,
Security Capital may consider sales of shares of the Fund as a fact in the
selection of brokers and dealers to enter into portfolio transactions with the
Fund.
Certain other clients of Security Capital may have investment
objectives and policies similar to those of the Fund. Security Capital may, from
time to time, make recommendations which result in the purchase or sale of a
particular security by its other clients simultaneously with the Fund. If
transactions on behalf of more than one client during the same period increase
the demand for securities being sold, there may be an adverse effect on the
price of such securities. It is the policy of Security Capital to allocate
advisory recommendations and the placing of orders in a manner which is deemed
equitable to Security Capital to the accounts involved, including the Fund. When
two or more of the clients of Security Capital (including the Fund) are
purchasing or selling the same security on a given day through the same
broker-dealer, such transactions may be averaged as to price.
Under the 1940 Act, the Fund may not purchase portfolio securities from
any underwriting syndicate of which Nuveen is a member except under certain
limited conditions set forth in Rule 10f-3. The rule sets forth requirements
relating to, among other things, the terms of an issue purchased by the Fund,
the amount which may be purchased in any one issue and the assets of the Fund
that may be invested in a particular issue. In addition, purchases of securities
made pursuant to the terms of the Rule must be approved at least quarterly by
the Board of Trustees of the Fund, including a majority of the members thereof
who are not interested persons of the Fund.
NET ASSET VALUE
The Fund will determine the net asset value of its shares daily, as of
the close of regular session trading on the New York Stock Exchange (normally
4:00 p.m. Eastern time). Net asset value is computed by dividing the value of
all assets of the Fund (including accrued interest and dividends), less all
liabilities (including accrued expenses and dividends declared but unpaid), by
the total number of shares outstanding. Any swap transaction that the Fund
enters into may, depending on the applicable interest rate environment, have a
positive or negative value for purposes of calculating net asset value. Any cap
transaction that the Fund enters into may, depending on the applicable interest
rate environment, have no value or a positive value. In addition, accrued
payments to the Fund under such transactions will be assets of the Fund and
accrued payments by the Fund will be liabilities of the Fund.
For purposes of determining the net asset value of the Fund, readily
marketable portfolio securities listed on the New York Stock Exchange are
valued, except as indicated below, at the last sale price reflected on the
consolidated tape at the close of the New York Stock Exchange on the business
day as of which such value is being determined. If there has been no sale on
such day, the securities are
S-21
valued at the mean of the closing bid and asked prices on such day. If no bid or
asked prices are quoted on such day, then the security is valued by such method
as the Board of Trustees shall determine in good faith to reflect its fair
market value. Readily marketable securities not listed on the New York Stock
Exchange but listed on other domestic or foreign securities exchanges or
admitted to trading on the National Association of Securities Dealers Automated
Quotations, Inc. ("NASDAQ") National List are valued in a like manner. Portfolio
securities traded on more than one securities exchange are valued at the last
sale price on the business day as of which such value is being determined as
reflected on the tape at the close of the exchange representing the principal
market for such securities.
Readily marketable securities traded in the over-the-counter market,
including listed securities whose primary market is believed by the investment
adviser to be over-the-counter, but excluding securities admitted to trading on
the NASDAQ National List, are valued at the mean of the current bid and asked
prices as reported by NASDAQ or, in the case of securities not quoted by NASDAQ,
the National Quotation Bureau or such other comparable source as the Trustees
deem appropriate to reflect their fair market value. However, certain
fixed-income securities may be valued on the basis of prices provided by a
pricing service when such prices are believed by the Board of Trustees to
reflect the fair market value of such securities. The prices provided by a
pricing service take into account institutional size trading in similar groups
of securities and any developments related to specific securities. Where
securities are traded on more than one exchange and also over-the-counter, the
securities will generally be valued using the quotations the Board of Trustees
believes reflect most closely the value of such securities.
DESCRIPTION OF TAPS
The Fund shall deliver to the Auction Agent and Moody's (if Moody's is
then rating TAPS), Fitch (if Fitch is then rating TAPS) and any other rating
agency which is then rating TAPS and when so requires a certificate which sets
forth a determination of certain items (a "TAPS Basic Maintenance Certificate")
as of (A) the Date of Original Issue, (B) the last Valuation Date of each month,
(C) any date requested by any rating agency, (D) a Business Day on or before any
Asset Coverage Cure Date relating to the Fund's cure of a failure to meet the
TAPS Basic Maintenance Amount Test, (E) any day that Common Shares or Preferred
Shares, including TAPS, are redeemed and (F) any day the Eligible Assets have an
aggregate discounted value less than or equal to 115% of the TAPS Basic
Maintenance Amount. Such TAPS Basic Maintenance Certificate shall be delivered
in the case of clause (i)(A) on the Date of Original Issue and in the case of
all other clauses above on or before the seventh Business Day after the relevant
Valuation Date or Asset Coverage Cure Date.
The Fund shall deliver to the Auction Agent, Moody's (if Moody's is
then rating TAPS), Fitch (if Fitch is then rating TAPS) and any Other Rating
Agency which is then rating TAPS and which so requires a certificate with
respect to the calculation of the 1940 Act TAPS Asset Coverage and the value of
the portfolio holdings of the Fund (a "1940 Act TAPS Asset Coverage
Certificate") (i) as of the Date of Original Issue, and (ii) as of (A) the last
Valuation Date of each quarter thereafter, and (B) as of the Business Day on or
before the Asset Coverage Cure Date relating to the failure to satisfy the 1940
Act TAPS Asset Coverage. Such 1940 Act TAPS Asset Coverage Certificate shall be
delivered in the case of clause (i) on the Date of Original Issue and in the
case of clause (ii) on or before the seventh Business Day after the relevant
Valuation Date or the Asset Coverage Cure Date. The certificates of (d) and (e)
of this Section 12 may be combined into a single certificate.
Within ten Business Days of the Date of Original Issue, the Fund shall
deliver to the Auction Agent, Moody's (if Moody's is then rating TAPS), Fitch
(if Fitch is then rating TAPS) and any Other Rating Agency which is then rating
TAPS and which so requires a letter prepared by the Fund's independent
accountants (an "Accountant's Certificate") regarding the accuracy of the
calculations made
S-22
by the Fund in the TAPS Basic Maintenance Certificate and the 1940 Act TAPS
Asset Coverage Certificate required to be delivered by the Fund as of the Date
of Original Issue. Within ten Business Days after the last Valuation Date of
each fiscal quarter of the Fund on which a TAPS Basic Maintenance Certificate is
required to be delivered, the Fund will deliver to the Auction Agent, Moody's
(if Moody's is then rating TAPS), Fitch (if Fitch is then rating the TAPS) and
any Other Rating Agency which is then rating TAPS and which so requires an
Accountant's Certificate regarding the accuracy of the calculations made by the
Fund in such TAPS Basic Maintenance Certificate and in any other TAPS Basic
Maintenance Certificate randomly selected by the Fund's independent accountants
during such fiscal quarter. Within ten Business Days after the last Valuation
Date of each fiscal quarter of the Fund on which a 1940 Act TAPS Asset Coverage
Certificate is required to be delivered, the Fund will deliver to the Auction
Agent, Moody's (if Moody's is then rating TAPS), Fitch (if Fitch is then rating
the TAPS) and any Other Rating Agency which is then rating TAPS and which so
requires an Accountant's Certificate regarding the accuracy of the calculations
made by the Fund in such 1940 Act TAPS Asset Coverage Certificate. In addition,
the Fund will deliver to the relevant persons specified in the preceding
sentence an Accountant's Certificate regarding the accuracy of the calculations
made by the Fund on each TAPS Basic Maintenance Certificate and 1940 Act TAPS
Asset Coverage Certificate delivered pursuant to clause (iv) of paragraph (d) or
clause (ii) (B) of paragraph (e) of this Section 13, as the case may be, within
ten days after the relevant Asset Coverage Cure Date. If an Accountant's
Certificate delivered with respect to an Asset Coverage Cure Date shows an error
was made in the Fund's report with respect to such Asset Coverage Cure Date, the
calculation or determination made by the Fund's independent accountants will be
conclusive and binding on the Fund with respect to such reports. If any other
Accountant's Certificate shows that an error was made in any such report, the
calculation or determination made by the Fund's independent accountants will be
conclusive and binding on the Fund; provided, however, any errors shown in the
Accountant's Certificate filed on a quarterly basis shall not be deemed to be a
failure to maintain the TAPS Basic Maintenance Amount on any prior Valuation
Dates.
ADDITIONAL INFORMATION CONCERNING THE AUCTIONS FOR TAPS
GENERAL
Auction Agency Agreement. The Fund has entered into an Auction Agency
Agreement (the "Auction Agency Agreement") with the Auction Agent (currently,
The Bank of New York) which provides, among other things, that the Auction Agent
will follow the Auction Procedures for purposes of determining the Applicable
Rate for each series of TAPS so long as the Applicable Rate for shares of such
series is to be based on the results of an Auction.
Broker-Dealer Agreements. Each Auction requires the participation of
one or more Broker-Dealers. The Auction Agent has entered into agreements
(collectively, the "Broker-Dealer Agreements") with several Broker-Dealers
selected by the Fund, which provide for the participation of those
Broker-Dealers in Auctions for TAPS. See "Broker-Dealers" below.
Securities Depository. The Depository Trust Company ("DTC") will act as
the Securities Depository for the Agent Members with respect to each series of
TAPS. One certificate for all of the shares of each series of TAPS will be
registered in the name of Cede, as nominee of the Securities Depository. Such
certificate will bear a legend to the effect that such certificate is issued
subject to the provisions restricting transfers of TAPS contained in the
Statement. The Fund will also issue stop-transfer instructions to the transfer
agent for each series of TAPS. Prior to the commencement of the right of holders
of preferred shares to elect a majority of the Fund's trustees, as described
under "Description of TAPS--Voting Rights" in the prospectus, Cede will be the
holder of record of all shares of each series of TAPS and owners of such shares
will not be entitled to receive certificates representing their ownership
interest in such shares.
S-23
DTC, a New York-chartered limited purpose trust company, performs
services for its participants (including the Agent Members), some of whom
(and/or their representatives) own DTC. DTC maintains lists of its participants
and will maintain the positions (ownership interests) held by each such
participant (the "Agent Member") in TAPS, whether for its own account or as a
nominee for another person.
CONCERNING THE AUCTION AGENT
The Auction Agent is acting as agent for the Fund in connection with
Auctions. In the absence of bad faith or negligence on its part, the Auction
Agent will not be liable for any action taken, suffered, or omitted or for any
error of judgment made by it in the performance of its duties under the Auction
Agency Agreement and will not be liable for any error of judgment made in good
faith unless the Auction Agent will have been negligent in ascertaining the
pertinent facts.
The Auction Agent may rely upon, as evidence of the identities of the
Existing Holders of shares of TAPS, the Auction Agent's registry of Existing
Holders, the results of Auctions and notices from any Broker-Dealer (or other
Person, if permitted by the Fund) with respect to transfers described under "The
Auction--Secondary Market Trading and Transfer of TAPS" in the prospectus and
notices from the Fund. The Auction Agent is not required to accept any such
notice for an Auction unless it is received by the Auction Agent by 3:00 p.m.,
New York City time, on the Business Day preceding such Auction.
The Auction Agent may terminate the Auction Agency Agreement upon
notice to the Fund on a date no earlier than 45 days after such notice. If the
Auction Agent should resign, the Fund will use its best efforts to enter into an
agreement with a successor Auction Agent containing substantially the same terms
and conditions as the Auction Agency Agreement. The Fund may remove the Auction
Agent provided that prior to such removal the Fund shall have entered into such
an agreement with a successor Auction Agent.
BROKER-DEALERS
The Auction Agent after each Auction for shares of TAPS will pay to
each Broker-Dealer, from funds provided by the Fund, a service charge at the
annual rate of 1/4 of 1% in the case of any Auction immediately preceding a Rate
Period of less than one year, or a percentage agreed to by the Fund and the
Broker-Dealers in the case of any Auction immediately preceding a Rate Period of
one year or longer, of the purchase price of TAPS placed by such Broker-Dealer
at such Auction. For the purposes of the preceding sentence, TAPS will be placed
by a Broker-Dealer if such shares were (a) the subject of Hold Orders deemed to
have been submitted to the Auction Agent by the Broker-Dealer and were acquired
by such Broker-Dealer for its own account or were acquired by such Broker-Dealer
for its customers who are Beneficial Owners or (b) the subject of an Order
submitted by such Broker-Dealer that is (i) a Submitted Bid of an Existing
Holder that resulted in such Existing Holder continuing to hold such shares as a
result of the Auction or (ii) a Submitted Bid of a Potential Holder that
resulted in such Potential Holder purchasing such shares as a result of the
Auction or (iii) a valid Hold Order.
The Fund may request the Auction Agent to terminate one or more
Broker-Dealer Agreements at any time, provided that at least one Broker-Dealer
Agreement is in effect after such termination.
The Broker-Dealer Agreement provides that a Broker-Dealer (other than
an affiliate of the Fund) may submit Orders in Auctions for its own account,
unless the Fund notifies all Broker-Dealers that they may no longer do so, in
which case Broker-Dealers may continue to submit Hold Orders and Sell Orders for
their own accounts. Any Broker-Dealer that is an affiliate of the Fund may
submit Orders in Auctions, but only if such Orders are not for its own account.
If a Broker-Dealer submits an Order for its
S-24
own account in any Auction, it might have an advantage over other Bidders
because it would have knowledge of all Orders submitted by it in that Auction;
such Broker-Dealer, however, would not have knowledge of Orders submitted by
other Broker-Dealers in that Auction.
CERTAIN PROVISIONS IN THE DECLARATION OF TRUST
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Declaration of Trust contains an express disclaimer of shareholder
liability for debts or obligations of the Fund and requires that notice of such
limited liability be given in each agreement, obligation or instrument entered
into or executed by the Fund or the trustees. The Declaration of Trust further
provides for indemnification out of the assets and property of the Fund for all
loss and expense of any shareholder held personally liable for the obligations
of the Fund. Thus, the risk of a shareholder incurring financial loss on account
of shareholder liability is limited to circumstances in which the Fund would be
unable to meet its obligations. The Fund believes that the likelihood of such
circumstances is remote.
The Declaration of Trust includes provisions that could limit the
ability of other entities or persons to acquire control of the Fund.
Specifically, the Declaration of Trust requires a vote by holders of at least
two-thirds of the Common Shares and Preferred Shares, including TAPS,
outstanding at the time, voting together as a single class, except as described
below, to authorize (1) a conversion of the Fund from a closed-end to an
open-end investment company, (2) a merger or consolidation of the Fund, or a
series or class of the Fund, with any corporation, association, trust or other
organization or a reorganization or recapitalization of the Fund, or a series or
class of the Fund, (3) a sale, lease or transfer of all or substantially all of
the Fund's assets (other than in the regular course of the Fund's investment
activities), (4) in certain circumstances, a termination of the Fund, or a
series or class of the Fund or (5) removal of trustees, and then only for cause,
unless, with respect to (1) through (4), such transaction has already been
authorized by the affirmative vote of two-thirds of the total number of trustees
fixed in accordance with the Declaration of Trust or the By-laws, in which case
the affirmative vote of the holders of at least a majority of the Fund's Common
Shares and Preferred Shares, including TAPS, outstanding at the time, voting
together as a single class, is required, provided, however, that where only a
particular class or series is affected (or, in the case of removing a trustee,
when the trustee has been elected by only one class), only the required vote by
the applicable class or series will be required. Approval of shareholders is not
required, however, for any transaction, whether deemed a merger, consolidation,
reorganization or otherwise whereby the Fund issues shares in connection with
the acquisition of assets (including those subject to liabilities) from any
other investment company or similar entity. None of the foregoing provisions may
be amended except by the vote of at least two-thirds of the Common Shares and
Preferred Shares, including TAPS, outstanding at the time, voting together as a
single class. In the case of the conversion of the Fund to an open-end
investment company, or in the case of any of the foregoing transactions
constituting a plan of reorganization which adversely affects the holders of
Preferred Shares, including TAPS, the action in question will also require the
affirmative vote of the holders of at least two-thirds of the Fund's Preferred
Shares, including TAPS, outstanding at the time, voting as a separate class, or,
if such action has been authorized by the affirmative vote of two-thirds of the
total number of trustees fixed in accordance with the Declaration of Trust or
the By-laws, the affirmative vote of the holders of at least a majority of the
Fund's Preferred Shares, including TAPS, outstanding at the time, voting as a
separate class. The votes required to approve the conversion of the Fund from a
closed-end to an open-end investment company or to approve transactions
constituting a plan of reorganization which adversely affects the holders of
Preferred Shares, including TAPS, are higher than those required by the 1940
Act. The Board of Trustees believes that the provisions of the Declaration of
Trust relating to such higher votes are in the best interest of the Fund and its
shareholders.
S-25
Reference should be made to the Declaration of Trust on file with the
Securities and Exchange Commission for the full text of these provisions.
The Declaration of Trust provides that the obligations of the Fund are
not binding upon the trustees of the Fund individually, but only upon the assets
and property of the Fund, and that the trustees shall not be liable for errors
of judgment or mistakes of fact or law. Nothing in the Declaration of Trust,
however, protects a trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
REPURCHASE OF COMMON SHARES; CONVERSION TO OPEN-END FUND
The Fund is a closed-end investment company and as such its
shareholders will not have the right to cause the Fund to redeem their shares.
Instead, the Fund's Common Shares will trade in the open market at a price that
will be a function of several factors, including dividend levels (which are in
turn affected by expenses), net asset value, call protection, price, dividend
stability, relative demand for and supply of such shares in the market, general
market and economic conditions and other factors. Because shares of a closed-end
investment company may frequently trade at prices lower than net asset value,
the Fund's Board of Trustees has currently determined that, at least annually,
it will consider action that might be taken to reduce or eliminate any material
discount from net asset value in respect of Common Shares, which may include the
repurchase of such shares in the open market or in private transactions, the
making of a tender offer for such shares, or the conversion of the Fund to an
open-end investment company. There can be no assurance, however, that the Board
of Trustees will decide to take any of these actions, or that share repurchases
or tender offers, if undertaken, will reduce market discount.
Notwithstanding the foregoing, at any time when the Fund's Preferred
Shares, including TAPS, are outstanding, the Fund may not purchase, redeem or
otherwise acquire any of its Common Shares unless (1) all accrued Preferred
Shares, including TAPS, dividends have been paid and (2) at the time of such
purchase, redemption or acquisition, the net asset value of the Fund's portfolio
(determined after deducting the acquisition price of the Common Shares) is at
least 200% of the liquidation value of the outstanding Preferred Shares,
including TAPS (expected to equal the original purchase price per share plus any
accrued and unpaid dividends thereon). Any service fees incurred in connection
with any tender offer made by the Fund will be borne by the Fund and will not
reduce the stated consideration to be paid to tendering shareholders.
Subject to its investment limitations, the Fund may borrow to finance
the repurchase of shares or to make a tender offer. Interest on any borrowings
to finance share repurchase transactions or the accumulation of cash by the Fund
in anticipation of share repurchases or tenders will reduce the Fund's net
income. Any share repurchase, tender offer or borrowing that might be approved
by the Board of Trustees would have to comply with the Securities Exchange Act
of 1934, as amended, and the 1940 Act and the rules and regulations thereunder.
Although the decision to take action in response to a discount from net
asset value will be made by the Board of Trustees of the Fund at the time it
considers such issue, it is the Board of Trustees' present policy, which may be
changed by the Board of Trustees, not to authorize repurchases of Common Shares
or a tender offer for such shares if (1) such transactions, if consummated,
would (a) result in the delisting of the Common Shares from the American Stock
Exchange, or (b) impair the Fund's status as a regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code") (which would
make the Fund a taxable entity, causing the Fund's income to be taxed at the
corporate level in addition to the taxation of shareholders who receive
dividends from the Fund) or as a registered closed-end investment company under
the 1940 Act; (2) the Fund would not be able to liquidate portfolio
S-26
securities in an orderly manner and consistent with the Fund's investment
objectives and policies in order to repurchase shares; or (3) there is, in the
Board's judgment, any (a) material legal action or proceeding instituted or
threatened challenging such transactions or otherwise materially adversely
affecting the Fund, (b) general suspension of or limitation on prices for
trading securities on the American Stock Exchange, (c) declaration of a banking
moratorium by federal or state authorities or any suspension of payment by
United States or state banks in which the Fund invests, (d) material limitation
affecting the Fund or the issuers of its portfolio securities by federal or
state authorities on the extension of credit by lending institutions or on the
exchange of foreign currency, (e) commencement of war, armed hostilities or
other international or national calamity directly or indirectly involving the
United States, or (f) other event or condition which would have a material
adverse effect (including any adverse tax effect) on the Fund or its
shareholders if shares were repurchased. The Board of Trustees of the Fund may
in the future modify these conditions in light of experience.
Conversion to an open-end company would require the approval of the
holders of at least two-thirds of the Fund's Common Shares and Preferred Shares,
including TAPS, outstanding at the time, voting together as a single class, and
of the holders of at least two-thirds of the Fund's Preferred Shares, including
TAPS, outstanding at the time, voting as a separate class, provided, however,
that such separate class vote shall be a majority vote if the action in question
has previously been approved, adopted or authorized by the affirmative vote of
two-thirds of the total number of trustees fixed in accordance with the
Declaration of Trust or By-laws. See the prospectus under "Certain Provisions in
the Declaration of Trust" for a discussion of voting requirements applicable to
conversion of the Fund to an open-end company. If the Fund converted to an
open-end company, it would be required to redeem all Preferred Shares, including
TAPS, then outstanding, and the Fund's Common Shares would no longer be listed
on the American Stock Exchange. Shareholders of an open-end investment company
may require the company to redeem their shares on any business day (except in
certain circumstances as authorized by or under the 1940 Act) at their net asset
value, less such redemption charge, if any, as might be in effect at the time of
redemption. In order to avoid maintaining large cash positions or liquidating
favorable investments to meet redemptions, open-end companies typically engage
in a continuous offering of their shares. Open-end companies are thus subject to
periodic asset in-flows and out-flows that can complicate portfolio management.
The Board of Trustees of the Fund may at any time propose conversion of the Fund
to an open-end company depending upon their judgment as to the advisability of
such action in light of circumstances then prevailing.
The repurchase by the Fund of its shares at prices below net asset
value will result in an increase in the net asset value of those shares that
remain outstanding. However, there can be no assurance that share repurchases or
tenders at or below net asset value will result in the Fund's shares trading at
a price equal to their net asset value. Nevertheless, the fact that the Fund's
shares may be the subject of repurchase or tender offers from time to time, or
that the Fund may be converted to an open-end company, may reduce any spread
between market price and net asset value that might otherwise exist.
In addition, a purchase by the Fund of its Common Shares will decrease
the Fund's total assets which would likely have the effect of increasing the
Fund's expense ratio. Any purchase by the Fund of its Common Shares at a time
when Preferred Shares, including TAPS, are outstanding will increase the
leverage applicable to the outstanding Common Shares then remaining. See the
Fund's prospectus under "Risks--Leverage Risk."
Before deciding whether to take any action if the Fund's Common Shares
trade below net asset value, the Board of the Fund would consider all relevant
factors, including the extent and duration of the discount, the liquidity of the
Fund's portfolio, the impact of any action that might be taken on the Fund or
its shareholders and market considerations. Based on these considerations, even
if the Fund's shares
S-27
should trade at a discount, the Board of Trustees may determine that, in the
interest of the Fund and its shareholders, no action should be taken.
FEDERAL INCOME TAX MATTERS
The following is intended to be a general summary of certain federal
income tax consequences of investing in TAPS. It is not intended as a complete
discussion of all such tax consequences, nor does it purport to deal with all
categories of investors. INVESTORS ARE THEREFORE ADVISED TO CONSULT WITH THEIR
TAX ADVISORS BEFORE MAKING AN INVESTMENT IN THE FUND.
FEDERAL INCOME TAX TREATMENT OF THE FUND
The Fund has elected to be treated, and intends to continue to qualify
for each of its taxable years, as a regulated investment company under
Subchapter M of the Code. To qualify as a regulated investment company, the Fund
must, among other things, (a) derive in each taxable year at least 90% of its
gross income from (i) dividends, interest, payments with respect to securities
loans and gains from the sale or other disposition of stock, securities or
foreign currencies, or other income (including but not limited to gain from
options, futures and forward contracts) derived with respect to its business of
investing in such stocks, securities or currencies and (ii) net income derived
from interests in certain publicly traded partnerships that are treated as
partnerships for U.S. federal income tax purposes and that derive less than 90%
of their gross income from the items described in (i) above (each a "Qualified
Publicly Traded Partnership"); and (b) diversify its holdings so that, at the
end of each quarter of its taxable year, (i) at least 50% of the value of the
Fund's assets is represented by cash and cash items, U.S. Government securities,
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater in value than 5% of the value of the Fund's
total assets and to not more than 10% of the outstanding voting securities of
such issuer and (ii) not more than 25% of the value of its total assets is
invested in the securities of any one issuer (other than U.S. Government
securities or securities of other regulated investment companies), two or more
issuers controlled by the Fund and engaged in the same, similar or related
trades or businesses or any one or more Qualified Publicly Traded Partnerships.
As a regulated investment company, in any taxable year with respect to
which the Fund distributes at least 90% of its investment company taxable
income, as that term is defined in the Code, without regard to the deduction for
dividends paid, the Fund (but not its shareholders) generally will be relieved
of U.S. federal income taxes on its investment company taxable income and net
capital gain (i.e., the Fund's net long-term capital gain in excess of the sum
of net short-term capital loss and capital loss carryovers from prior years, if
any) that it distributes to shareholders. However, the Fund will be subject to
federal income tax (currently imposed at a maximum effective rate of 35%) on any
undistributed investment company taxable income and net capital gain. Amounts
not distributed on a timely basis in accordance with a calendar year
distribution requirement are subject to a nondeductible 4% excise tax payable by
the Fund. To avoid the tax, the Fund must distribute, or be deemed to have
distributed, during each calendar year an amount equal to the sum of (1) at
least 98% of its ordinary income for the calendar year, (2) at least 98% of its
capital gain net income for the twelve-month period ending on October 31 of the
calendar year, and (3) all ordinary income and capital gain net income for
previous years that were not distributed during such years. For this purpose,
any income or gain retained by the Fund that is subject to corporate tax will be
considered to have been distributed by year-end. To prevent application of the
excise tax, the Fund intends to make distributions to satisfy the calendar year
distribution requirement. Compliance with the calendar year distribution
S-28
requirement may limit the extent to which the Fund will be able to retain its
net capital gain for investment.
If in any taxable year the Fund fails to qualify as a regulated
investment company under the Code, the Fund will be taxed in the same manner as
an ordinary corporation and distributions to its shareholders will not be
deductible by the Fund in computing its taxable income. In addition, in the
event of failure to qualify as a regulated investment company, the Fund's
distributions, to the extent derived from the Fund's current or accumulated
earnings and profits, would generally constitute dividends which, although
possibly eligible to be treated as qualified dividend income in the case of
noncorporate shareholders and for the dividends received deduction available to
corporate shareholders, would be taxable to shareholders as ordinary income,
even though those distributions might otherwise (at least in part) have been
treated as long-term capital gain in the shareholder's hands.
If the Fund does not meet the asset coverage requirements of the 1940
Act, the Fund will be required to suspend distributions to the holders of the
Common Shares and/or the TAPS until the asset coverage is restored. See
"Description of TAPS--Restrictions on Dividends, Redemption and Other Payments"
in the Prospectus. Such a suspension of distributions might prevent the Fund
from distributing 90% of its investment company taxable income, as is required
in order to qualify for taxation as a regulated investment company, or cause the
Fund to incur a tax liability, a non-deductible 4% excise tax on its
undistributed taxable income (including gain), or both.
Upon any failure to meet the asset coverage requirements of the 1940
Act, the Fund intends to repurchase or redeem (to the extent permitted under the
1940 Act) TAPS in order to maintain or restore the requisite asset coverage and
avoid failure to remain qualified as a regulated investment company. The
determination to repurchase or redeem TAPS and the amounts to be repurchased or
redeemed, if any, will be made in the sole discretion of the Fund.
Use of the Fund's cash to repurchase or redeem TAPS may adversely
affect the Fund's ability to distribute annually at least 90% of its investment
company taxable income, which distribution is required to qualify for taxation
as a regulated investment company. The Fund may also recognize income in
connection with funding repurchases or redemptions of TAPS, and such income
would be taken into account in determining whether or not the above-described
distribution requirements have been met. Depending on the size of the Fund's
assets relative to its outstanding senior securities, redemption of TAPS might
restore asset coverage. Payment of distributions after restoration of asset
coverage could requalify (or avoid a disqualification of) the Fund as a
regulated investment company, depending upon the facts and circumstances.
Investments of the Fund in securities issued at a discount (or treated
as if issued at a discount) or providing for deferred interest or payment of
interest in kind are subject to special tax rules that will affect the amount,
timing and character of distributions to shareholders. For example, with respect
to certain securities issued or treated as if issued at a discount, the Fund
will be required to accrue as income each year a portion of the discount and to
distribute such income each year in order to satisfy both the 90% distribution
requirement and the distribution requirements for avoiding income and excise
taxes, even though the Fund receives no cash interest payments. In order to
generate sufficient cash to make distributions necessary to satisfy the 90%
distribution requirement and to avoid income and excise taxes, the Fund may have
to borrow money or dispose of securities that it would otherwise have continued
to hold.
The Fund's transactions in forward contracts and options and futures
contracts will be subject to special provisions of the Code that, among other
things, may affect the character of gain and loss realized by the Fund (i.e.,
may affect whether gain or loss is ordinary or capital), accelerate recognition
of income to the Fund, defer Fund losses, and affect the determination of
whether capital gain and loss is
S-29
characterized as long-term or short-term capital gain or loss. These rules could
therefore affect the character, amount and timing of distributions to
shareholders. These provisions also may require the Fund to mark-to-market
certain types of the positions in its portfolio (i.e., treat them as if they
were closed out), which may cause the Fund to recognize income without receiving
cash with which to make distributions in amounts necessary to satisfy the
distribution requirements for avoiding income and excise taxes. In addition,
certain Fund investments may produce income that will not qualify as good income
for purposes of the 90% annual gross income requirement described above. The
Fund will monitor its transactions, will make the appropriate tax elections, and
will make the appropriate entries in its books and records when it acquires any
option, futures contract, forward contract, or hedged investment in order to
mitigate the effect of these rules, prevent disqualification of the Fund as a
regulated investment company and minimize the imposition of income and excise
taxes.
INVESTMENT IN REAL ESTATE INVESTMENT TRUSTS
The Fund may invest in REITs that hold residual interests in real
estate mortgage investment conduits ("REMICs"). Under Treasury regulations that
have not yet been issued, but may apply retroactively when issued, a portion of
the Fund's income from a REIT that is attributable to the REIT's residual
interest in a REMIC (referred to in the Code as an "excess inclusion") will be
subject to U.S. federal income tax in all events. These regulations are also
expected to provide that excess inclusion income of a regulated investment
company, such as the Fund, will be allocated to shareholders of the regulated
investment company in proportion to the dividends received by such shareholders,
with the same consequences as if the shareholders held the related REMIC
residual interest directly. In general, excess inclusion income allocated to
shareholders (i) cannot be offset by net operating losses (subject to a limited
exception for certain thrift institutions), (ii) will constitute unrelated
business taxable income to entities (including a qualified pension plan, an
individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt
entity) subject to tax on unrelated business income, thereby potentially
requiring such an entity that is allocated excess inclusion income, and
otherwise might not be required to file a tax return, to file a tax return and
pay tax on such income, and (iii) in the case of a foreign shareholder, will not
qualify for any reduction in U.S. federal withholding tax. In addition, if at
any time during any taxable year a "disqualified organization" (as defined in
the Code) is a record holder of a share in a regulated investment company, then
the regulated investment company will be subject to a tax equal to that portion
of its excess inclusion income for the taxable year that is allocable to the
disqualified organization, multiplied by the highest U.S. federal income tax
rate imposed on corporations. The Fund does not presently intend to invest in
REITs, a substantial portion of the assets of which consists of residual
interests in REMICs.
FEDERAL INCOME TAX TREATMENT OF HOLDERS OF TAPS
Under present law and based in part on the fact that there is no
express or implied agreement between or among a Broker-Dealer or any other
party, and the Fund or any owners of the TAPS, that the Broker-Dealer or any
other party will guarantee or otherwise arrange to ensure that an owner of TAPS
will be able to sell his or her shares, the Fund is of the opinion that the TAPS
will constitute stock of the Fund, and thus distributions with respect to the
TAPS (other than capital gain distributions and distributions in redemption of
the TAPS subject to section 302(b) of the Code) will generally constitute
dividends to the extent of the Fund's current or accumulated earnings and
profits, as calculated for federal income tax purposes. The following discussion
assumes such treatment will apply.
The Fund's income will consist of net investment income and may also
consist of net capital gain. The character of the Fund's income will not affect
the amount of dividends to which the holders of the TAPS are entitled. Holders
of the TAPS are entitled to receive only the amount of dividends as determined
by periodic auctions. For federal income tax purposes, however, the Internal
Revenue Service currently requires that a regulated investment company that has
two or more classes of shares, allocate to each such class proportionate amounts
of each type of its income (such as ordinary income and net capital gain) for
each tax year. Accordingly, the Fund intends to designate distributions made
with respect to the Common Shares and the TAPS as consisting of particular types
of income (net capital gain, ordinary income and other income), in accordance
with each class's proportionate share of the total dividends paid to both
classes. Thus, each dividend paid with respect to the TAPS during a year will be
designated as ordinary income dividends and, if the Fund designates any dividend
as a capital gains dividend (or as qualified dividend income), capital gains
distributions (or as qualified dividend income) in proportion to the total
dividends paid on the TAPS during the year to the total distributions paid on
both the TAPS and the Common Shares during the year. Each holder of the TAPS
during the year will be notified of the allocation within 60 days after the end
of the year. The amount of the net capital gain realized by the Fund may not be
significant, and there is no assurance that any such income will be realized by
the Fund in any year. Distributions of the Fund's investment company taxable
income are taxable to shareholders as ordinary income (other than distributions
of qualified dividend income). For taxable years beginning on or before December
31, 2010, distributions of investment company taxable income designated by the
Fund as derived from qualified dividend income will be taxed in the hands of
noncorporate shareholders at the rates applicable to long-term capital gain,
provided certain holding period and other requirements contained in the Code are
met by both the Fund and the holders. The Fund does not expect a significant
portion of Fund distributions to be derived from qualified dividend income.
Distributions of the Fund's net capital gains, if any, are taxable to
shareholders at rates applicable to long-term capital gains, regardless of the
length of time the TAPS have been held by holders. Distributions in excess of
the Fund's earnings and profits will first reduce a shareholder's adjusted tax
basis in his or her shares of TAPS and, after the adjusted tax basis is reduced
to zero, will constitute capital gains to a holder of shares of TAPS who holds
his or her shares of TAPS as a capital asset.
S-30
Although the Fund is required to distribute annually at least 90% of
its investment company taxable income, the Fund is not required to distribute
net capital gain to its shareholders. The Fund may retain and reinvest such
gains and pay federal income taxes on such gains (the "net undistributed capital
gain"). In such case, the Fund may elect to have its shareholders of record on
the last day of its taxable year treated as if each received a distribution of
its pro rata share of the net undistributed capital gain (to the extent of the
distribution he or she would have received if the Fund distributed such net
capital gain), with the result that such shareholders will be required to report
his or her pro rata share of such gain on his or her tax return as long-term
capital gain, will receive a refundable tax credit for his or her pro rata share
of the tax paid by the Fund on the net undistributed capital gain, and will
increase the tax basis for his or her shares by an amount equal to the deemed
distribution, less the tax credit. However, it is unclear whether a portion of
the net undistributed capital gain would have to be allocated to the TAPS for
federal income tax purposes. Until and unless the Fund receives acceptable
guidance from the Internal Revenue Service or counsel as to the allocation of
the net undistributed capital gain between the Common Shares and the TAPS, the
Fund intends to distribute its net capital gain for any year during which it has
shares of TAPS outstanding. Such distribution will affect the tax character but
not the amount of dividends to which holders of shares of TAPS are entitled.
Although dividends generally will be treated as distributed when paid,
dividends declared in October, November or December with a record date in such
months, and paid in January of the following year, will be treated as having
been distributed by the Fund and received by the shareholders on December 31. In
addition, solely for the purpose of satisfying the 90% distribution requirement
and the distribution requirement for avoiding income taxes, certain
distributions made after the close of a taxable year of the Fund may be "spilled
back" and treated as paid during such taxable year. In such case, shareholders
will be treated as having received such dividends in the taxable year in which
the distribution was actually made. The IRS has ruled privately that dividends
paid following the close of the taxable year that are treated for tax purposes
as derived from income from the prior year will be treated as dividends "paid"
in the prior year for purposes of determining the proportionate share of a
particular type of income for each class. Accordingly, the Fund intends to treat
any such dividends that are paid following the close of a taxable year as "paid"
in the prior year for purposes of determining a class's proportionate share of a
particular type of income. However, the private ruling is not binding on the
Internal Revenue Service, and there can be no assurance that the Internal
Revenue Service will respect such treatment.
Most of the Fund's investment company taxable income is expected to be
derived from dividends from REITs and interest-bearing securities. Accordingly,
dividends paid with respect to the TAPS generally will not qualify for the
dividends received deduction available to corporate shareholders. However, from
time to time, a portion of the Fund's investment company taxable income may be
attributable to dividends on equity securities that are eligible for the
dividends received deduction under Section 243 of the Code. Corporate
shareholders who otherwise are eligible to claim the dividends received
deduction under Section 243 of the Code can deduct 70% of the portion of the
TAPS dividend representing the shareholder's portion of the Fund's eligible
dividend income. The Internal Revenue Service has ruled that corporate
shareholders of a regulated investment company must meet the holding period
requirements of Section 246(c) of the Code with respect to the shares of the
regulated investment company to qualify for the dividends received deduction.
The Fund will inform holders of shares of TAPS of the source and tax status of
all distributions shortly after the close of each calendar year.
SALE OF SHARES
A holder's sale of shares of TAPS will be a taxable transaction for
federal income tax purposes. Selling holders of shares of TAPS will generally
recognize gain or loss in an amount equal to the difference between the net
proceeds of the sale and their adjusted tax basis in the shares of TAPS sold. If
such shares of TAPS are held as a capital asset, the gain or loss will generally
be a capital gain or loss.
S-31
Similarly, a redemption (including a redemption by the Fund resulting from
liquidation of the Fund), if any, of all the shares of TAPS actually and
constructively held by a shareholder generally will give rise to capital gain or
loss if the shareholder does not own (and is not regarded under certain tax law
rules of constructive ownership as owning) any Common Shares in the Fund and
provided that the redemption proceeds do not represent declared but unpaid
dividends. Other redemptions may also give rise to capital gain or loss if
several conditions imposed by the Code are satisfied. Any loss realized on a
sale or exchange will be disallowed to the extent the shares disposed of are
replaced by substantially identical shares within a period of 61 days beginning
30 days before and ending 30 days after the disposition of the original shares.
In such a case, the basis of the shares acquired will be adjusted to reflect the
disallowed loss. Any loss realized upon a taxable disposition of shares of TAPS
held for six months or less will be treated as a long-term capital loss to the
extent of any distributions of net capital gain received with respect to such
shares. The ability to otherwise deduct capital losses may be subject to other
limitations under the Code.
BACKUP WITHHOLDING
The Fund may be required to withhold for U.S. federal income tax
purposes, a portion of all taxable distributions payable to shareholders who
fail to provide the Fund with their correct taxpayer identification number or
who fail to make required certifications, or if the Fund or a shareholder has
been notified by the Internal Revenue Service that the shareholder is subject to
backup withholding. Corporate shareholders and certain other shareholders
specified in the Code are exempt from such backup withholding. Backup
withholding is not an additional tax. Any amounts withheld may be credited
against the shareholder's U.S. federal income tax liability, provided the
appropriate information is furnished to the IRS.
TAX SHELTER REPORTING REGULATIONS
Treasury regulations provide that if a shareholder recognizes a loss
with respect to shares of $2 million or more for an individual shareholder or
$10 million or more for a corporate shareholder in any single taxable year (or a
greater loss over a combination of years), the shareholder must file with the
IRS a disclosure statement on Form 8886. Direct shareholders of portfolio
securities are in many cases excepted from this reporting requirement, but under
current guidance, shareholders of a regulated investment company are not
excepted. Future guidance may extend the current exception from this reporting
requirement to shareholders of most or all regulated investment companies. The
fact that a loss is reportable under these regulations does not affect the legal
determination of whether the taxpayer's treatment of the loss is proper.
Shareholders should consult their tax advisors to determine the applicability of
these regulations in light of their particular circumstances.
S-32
OTHER TAXATION
U.S. taxation of a shareholder who, as to the United States, is a
nonresident alien individual, a foreign trust or estate, a foreign corporation
or foreign partnership (a "foreign shareholder") depends on whether the income
of the Fund is "effectively connected" with a U.S. trade or business carried on
by the shareholder.
If the income from the Fund is not "effectively connected" with a U.S.
trade or business carried on by the foreign shareholder, distributions of
investment company taxable income will be subject to a U.S. tax of 30% (or lower
treaty rate, except in the case of any excess inclusion income allocated to the
shareholder (see "Federal Income Tax Matters--Investment in Real Estate
Investment Trusts" above), which tax is generally withheld from such
distributions. However, under the American Jobs Creation Act of 2004 (the
"Act"), a new exemption is created under which U.S. source withholding taxes are
no longer imposed on dividends paid by regulated investment companies to the
extent the dividends are designated as "interest-related dividends" or
"short-term capital gain dividends." Under this exemption, interest-related
dividends and short-term capital gain dividends generally represent
distributions of interest or short-term capital gains that would not have been
subject to U.S. withholding tax at the source if they had been received directly
by a foreign person, and that satisfy certain other requirements. The exemption
applies to dividends with respect to taxable years of regulated investment
companies beginning after December 31, 2004 and before January 1, 2008.
A foreign shareholder would generally be exempt from U.S. federal
income tax on gains realized on the sale of shares of the Fund, capital gain
dividends and amounts retained by the Fund that are designated as undistributed
capital gains. However, unless certain conditions are satisfied, a foreign
shareholder may be subject to tax on the gain realized upon the sale or exchange
of the shareholder's shares of the Fund if, at any time during the shorter of
the period during which the foreign shareholder held shares of the Fund and the
five-year period ending on the date of the disposition of those shares, the Fund
was a "U.S. real property holding corporation" except, as provided for under the
Act for periods prior to January 1, 2008, where the regulated investment company
is 50% or more owned by U.S. persons. In such event the gain from the sale or
exchange would be taxed in the same manner as for a U.S. shareholder as
discussed above and a 10% U.S. federal withholding tax generally would be
imposed on the amount realized on the disposition of such shares. This
withholding tax would then be credited against the foreign shareholder's U.S.
federal income tax liability on such disposition. A corporation is a "U.S. real
property holding corporation" if the fair market value of its U.S. real property
interests equals or exceeds 5% of the fair market value of such interests plus
its interests in real property located outside the United States plus any other
assets used or held for use in a trade or business. In the case of the Fund,
U.S. real property interests include interests in stock in U.S. real property
holding corporations (other than stock of a REIT controlled by U.S. persons and
holdings of 5% or less in the stock of publicly traded U.S. real property
holding corporations) and certain participating debt securities.
Under the Act, distributions attributable to gains from U.S. real
property interests (including certain U.S. real property holding corporations)
will generally cause the non-U.S. shareholder to be treated as recognizing such
gain as income effectively connected to a trade or business within the United
States and subject to the rules described for "effectively connected" income
described below; provided the Fund is a "U.S. real property holding
corporation." In determining whether the Fund is a U.S. real property holding
corporation for this purpose, the Fund must include as U.S. real property
interests its holdings (i) of regulated investment company ("RIC") or REIT stock
if such RIC or REIT stock is a U.S. real property holding corporation, even if
such stock is regularly traded on an established securities market and the Fund
owns 50% or less of such stock and (ii) in any domestically controlled RIC or
REIT that is a U.S. real property holding corporation. However, non-U.S.
shareholders will not treat such gain as income effectively connected if the
stock of the Fund is publicly traded and such shareholder holds 5% or less of
such stock. Also, such gain may be subject to a 30% branch profits tax in the
hands of a non-U.S. shareholder that is a corporation. Such distributions may be
subject to U.S. withholding tax and may give rise to an obligation on the part
of the non-U.S. shareholder to file a U.S. federal income tax return. This
provision generally applies to distributions with respect to taxable years of
regulated investment companies beginning after December 31, 2004 and before
January 1, 2008.
However, a foreign shareholder who is a non-resident alien individual
and is physically present in the United States for more than 182 days during the
taxable year and meets certain other requirements will nevertheless be subject
to U.S. tax of 30% on such capital gain dividends, undistributed capital gains
and sale or exchange gains.
S-33
If the income from the Fund is "effectively connected" with a U.S.
trade or business carried on by a foreign shareholder, then distributions of
investment company taxable income and capital gain dividends, any amounts
retained by the Fund which are designated as undistributed capital gains and any
gains realized upon the sale or exchange of shares of the Fund will be subject
to U.S. income tax at the graduated rates applicable to U.S. citizens, residents
and domestic corporations. Foreign corporate shareholders may also be subject to
the branch profits tax imposed by the Code.
In the case of a non-corporate foreign shareholder, the Fund may be
required to withhold U.S. federal income tax from distributions that are
otherwise exempt from withholding tax (or taxable at a reduced rate) unless the
foreign shareholder certifies his or her foreign status under penalties of
perjury or otherwise establishes an exemption.
The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may differ from those described herein.
Foreign shareholders are advised to consult their own tax advisers with respect
to the particular tax consequences to them of an investment in the Fund.
Investors are advised to consult their own tax advisors with respect to
the application to their own circumstances of the above-described general
taxation rules and with respect to the state, local or foreign tax consequences
to them of an investment in TAPS.
CUSTODIAN, TRANSFER AGENT, DIVIDEND
PAYING AGENT AND REGISTRAR
The custodian of the assets of the Fund is State Street Bank & Trust
Company ("State Street"), One Federal Street, Boston, Massachusetts 02110. The
Custodian performs custodial, fund accounting and portfolio accounting services.
The Fund's transfer, shareholder services and dividend paying agent is also
State Street. The Bank of New York, whose address is One Wall Street, New York,
New York 10286, is the Auction Agent with respect to shares of TAPS and acts as
transfer agent, registrar, dividend disbursing agent and redemption agent with
respect to the TAPS.
S-34
EXPERTS
The Financial Statements of the Fund as of December 31, 2005,
appearing in this Statement of Additional Information have been audited by Ernst
& Young LLP, Chicago, Illinois, independent registered public accounting firm,
as set forth in their report thereon appearing elsewhere herein, and is included
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing. Ernst & Young LLP provides accounting and auditing
services to the Fund.
ADDITIONAL INFORMATION
A Registration Statement on Form N-2 relating to the shares offered
hereby, has been filed by the Fund with the Securities and Exchange Commission
(the "Commission"), Washington, D.C. The prospectus and this statement of
additional information do not contain all of the information set forth in the
Registration Statement, including any exhibits and schedules thereto. For
further information with respect to the Fund and the shares offered hereby,
reference is made to the Registration Statement. Statements contained in the
prospectus and this statement of additional information as to the contents of
any contract or other document referred to are not necessarily complete and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. A copy of the Registration
Statement may be inspected without charge at the Commission's principal office
in Washington, D.C., and copies of all or any part thereof may be obtained from
the Commission upon the payment of certain fees prescribed by the Commission.
S-35
Report of
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
THE BOARD OF TRUSTEES AND SHAREHOLDERS
NUVEEN REAL ESTATE INCOME FUND
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Nuveen Real Estate Income Fund as of December
31, 2005, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the periods indicated therein.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Fund's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of December 31, 2005, by correspondence with the custodian
and brokers. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Nuveen
Real Estate Income Fund at December 31, 2005, and the results of its operations
for the year then ended, changes in its net assets for each of the two years in
the period then ended, and its financial highlights for the periods indicated
therein in conformity with U.S. generally accepted accounting principles.
Ernst & Young LLP
Chicago, Illinois
February 14, 2006
F-1
Nuveen Real Estate Income Fund (JRS)
Portfolio of
INVESTMENTS December 31, 2005
SHARES DESCRIPTION(1) VALUE
------ -------------- ------------
REAL ESTATE INVESTMENT TRUST COMMON STOCKS - 89.6%
(70.6% OF TOTAL INVESTMENTS)
APARTMENTS - 13.9%
215,300 Apartment Investment & Management Company, Class A $ 8,153,411
795,000 Archstone-Smith Trust 33,302,550
516,400 AvalonBay Communities, Inc. 46,088,700
------------
Total Apartments 87,544,661
============
DIVERSIFIED - 4.1%
1,500,000 Newkirk Realty Trust Inc. 23,250,000
222,900 Spirit Finance Corporation 2,529,915
------------
Total Diversified 25,779,915
============
HEALTH CARE PROPERTY - 10.8%
270,000 Cogdell Spencer Inc. 4,560,300
1,587,300 Nationwide Health Properties, Inc. 33,968,220
1,740,300 Senior Housing Properties Trust 29,428,473
------------
Total Health Care Property 67,956,993
============
HOTELS - 0.7%
492,564 Hersha Hospitality Trust 4,438,002
------------
INDUSTRIAL PROPERTIES - 2.8%
459,600 First Industrial Realty Trust, Inc. 17,694,600
------------
OFFICE PROPERTIES - 35.8%
1,286,200 Arden Realty, Inc. 57,660,346
477,300 Equity Office Properties Trust 14,476,509
3,059,400 HRPT Properties Trust 31,664,790
1,265,500 Mack-Cali Realty Corporation 54,669,600
264,600 Maguire Properties, Inc. 8,176,140
1,120,600 Reckson Associates Realty Corporation 40,319,188
1,579,000 Republic Property Trust 18,948,000
------------
Total Office Properties 225,914,573
============
REGIONAL MALLS - 10.4%
971,000 The Macerich Company 65,192,940
------------
SELF STORAGE CENTERS - 3.3%
984,200 U-Store-It Trust 20,717,410
------------
SHOPPING CENTERS - 7.8%
239,600 Cedar Shopping Centers Inc. 3,371,172
413,800 Federal Realty Investment Trust 25,096,970
880,300 New Plan Excel Realty Trust 20,405,354
------------
Total Shopping Centers 48,873,496
------------
Total Real Estate Investment Trust Common Stocks
(cost $346,527,690) 564,112,590
============
F-2
Nuveen Real Estate Income Fund (JRS) (continued)
Portfolio of
INVESTMENTS December 31, 2005
SHARES DESCRIPTION(1) COUPON VALUE
------ -------------- ------ ------------
REAL ESTATE INVESTMENT TRUST PREFERRED STOCKS -
36.7% (29.0% OF TOTAL INVESTMENTS)
APARTMENTS - 8.7%
603,500 Apartment Investment & Management Company, Series R 10.000% $ 15,401,320
461,100 Apartment Investment & Management Company, Series U 7.750% 11,453,724
158,000 Apartment Investment & Management Company, Series Y 7.875% 3,965,800
945,000 Home Properties Inc., Series F 9.000% 24,258,150
------------
Total Apartments 55,078,994
============
DIVERSIFIED - 9.7%
1,031,300 Crescent Real Estate Equities Company, Series A
(Convertible) 6.750% 22,059,507
850,000 Crescent Real Estate Equities Company, Series B 9.500% 22,355,000
150,000 Lexington Corporate Properties Trust, Series B 8.050% 3,805,500
497,623 PS Business Parks, Inc., Series F 8.750% 12,654,553
------------
Total Diversified 60,874,560
============
HOTELS - 6.0%
130,000 Ashford Hospitality Trust, Series A 8.550% 3,328,000
339,000 Boykin Lodging Company, Series A 10.500% 8,864,850
310,000 FelCor Lodging Trust Inc., Series C, (2) 8.000% 7,446,200
120,000 Hersha Hospitality Trust, Series A 8.000% 2,962,800
592,000 LaSalle Hotel Properties, Series A 10.250% 15,392,000
------------
Total Hotels 37,993,850
============
OFFICE PROPERTIES - 5.6%
95,400 Alexandria Real Estate Equities Inc., Series B 9.100% 2,422,206
160,000 Alexandria Real Estate Equities Inc., Series C 8.375% 4,120,800
200,000 Corporate Office Properties Trust, Series G 8.000% 5,069,000
12,141 Highwoods Properties, Inc., Series A 8.625% 13,415,805
406,000 Maguire Properties, Inc., Series A 7.625% 9,947,000
------------
Total Office Properties 34,974,811
============
REGIONAL MALLS - 5.5%
113,000 Glimcher Realty Trust, Series F 8.750% 2,895,625
50,000 Glimcher Realty Trust, Series G 8.125% 1,252,250
400,000 Taubman Centers, Inc., Series H 7.625% 10,100,000
115,200 The Mills Corp., Series C 9.000% 2,975,616
213,000 The Mills Corp., Series E 8.750% 5,452,800
480,000 The Mills Corp., Series G 7.875% 12,090,000
------------
Total Regional Malls 34,766,291
============
SHOPPING CENTERS - 1.2%
160,000 Cedar Shopping Centers Inc., Series A 8.875% 4,285,008
125,000 Saul Centers, Inc., Series A 8.000% 3,200,000
------------
Total Shopping Centers 7,485,008
------------
Total Real Estate Investment Trust Preferred Stocks
(cost $222,982,647) 231,173,514
============
F-3
Nuveen Real Estate Income Fund (JRS) (continued)
Portfolio of
INVESTMENTS December 31, 2005
PRINCIPAL
AMOUNT
(000) DESCRIPTION(1) COUPON MATURITY VALUE
--------- -------------- ------ -------- -------------
SHORT-TERM INVESTMENTS - 0.5% (0.4% OF TOTAL INVESTMENTS)
Repurchase Agreement with State Street Bank, dated 12/30/05,
repurchase price $2,851,228 collateralized by $2,950,000
$2,850 U.S. Treasury Notes, 4.000% due 11/15/12, value $2,909,438 3.250% 1/03/06 $ 2,850,199
-------------
Total Short-Term Investments (cost $2,850,199) 2,850,199
-------------
Total Investments (cost $572,360,536) - 126.8% 798,136,303
-------------
Other Assets Less Liabilities - 0.5% 3,512,621
-------------
Taxable Auctioned Preferred Shares, at Liquidation Value - (27.3)% (172,000,000)
-------------
Net Assets Applicable to Common Shares - 100% $ 629,648,924
=============
INTEREST RATE SWAPS OUTSTANDING AT DECEMBER 31, 2005:
FIXED RATE
PAID FIXED RATE FLOATING RATE FLOATING RATE UNREALIZED
NOTIONAL BY THE FUND PAYMENT RECEIVED PAYMENT TERMINATION APPRECIATION
COUNTERPARTY AMOUNT (ANNUALIZED) FREQUENCY BY THE FUND(3) FREQUENCY DATE (DEPRECIATION)
------------ ----------- ------------ ---------- -------------- ------------- ----------- --------------
Citigroup Inc. $43,000,000 4.800% Monthly 4.320% Monthly 2/06/2007 $ (48,259)
Citigroup Inc. 43,000,000 5.190% Monthly 4.320% Monthly 2/06/2009 (603,998)
---------
$(652,257)
=========
(1) All percentages shown in the Portfolio of Investments are based on net
assets applicable to Common shares unless otherwise noted.
(2) Security is eligible for the Dividends Received Deduction.
(3) Based on LIBOR (London Inter-Bank Offered Rates).
See accompanying notes to financial statements.
F-4
Statement of
ASSETS AND LIABILITIES December 31, 2005
ASSETS
Investments, at value (cost $572,360,536) $798,136,303
Dividends and interest receivable 4,816,151
Other assets 29,532
------------
Total assets 802,981,986
------------
LIABILITIES
Unrealized depreciation on interest rate swaps 652,257
Accrued expenses:
Management fees 399,406
Other 192,671
Taxable Auctioned Preferred share dividends payable 88,728
------------
Total liabilities 1,333,062
------------
Taxable Auctioned Preferred shares, at liquidation value 172,000,000
------------
Net assets applicable to Common shares $629,648,924
============
Common shares outstanding 28,136,413
============
Net asset value per Common share outstanding (net assets applicable to
Common shares, divided by Common shares outstanding) $ 22.38
============
NET ASSETS APPLICABLE TO COMMON SHARES CONSIST OF:
Common shares, $.01 par value per share $ 281,364
Paid-in surplus 391,118,113
Undistributed (Over-distribution of) net investment income 13,125,937
Accumulated net realized gain (loss) from investments and derivative
transactions --
Net unrealized appreciation (depreciation) of investments and
derivative transactions 225,123,510
------------
Net assets applicable to Common shares $629,648,924
============
Authorized shares:
Common Unlimited
Taxable Auctioned Preferred Unlimited
============
F-5
Statement of
OPERATIONS Year Ended December 31, 2005
INVESTMENT INCOME
Dividends $ 29,011,102
Interest 219,822
------------
Total investment income 29,230,924
------------
EXPENSES
Management fees 6,943,225
Taxable Auctioned Preferred shares - auction fees 430,916
Taxable Auctioned Preferred shares - dividend disbursing agent fees 25,171
Shareholders' servicing agent fees and expenses 6,010
Custodian's fees and expenses 162,120
Trustees' fees and expenses 22,556
Professional fees 56,211
Shareholders' reports - printing and mailing expenses 98,959
Stock exchange listing fees 2,372
Investor relations expense 129,056
Other expenses 32,176
------------
Total expenses before custodian fee credit and expense reimbursement 7,908,772
Custodian fee credit (44)
Expense reimbursement (2,362,641)
------------
Net expenses 5,546,087
------------
Net investment income 23,684,837
------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments 43,150,661
Interest rate swaps (1,739,276)
Change in net unrealized appreciation (depreciation) of:
Investments (18,591,745)
Interest rate swaps 3,221,965
------------
Net realized and unrealized gain (loss) 26,041,605
------------
DISTRIBUTIONS TO TAXABLE AUCTIONED PREFERRED SHAREHOLDERS
From net investment income (976,242)
From accumulated net realized gains (4,466,723)
------------
Decrease in net assets applicable to Common shares from distributions
to Taxable Auctioned Preferred shareholders (5,442,965)
------------
Net increase (decrease) in net assets applicable to Common shares from
operations $ 44,283,477
============
F-6
Statement of
CHANGES IN NET ASSETS
YEAR ENDED YEAR ENDED
12/31/05 12/31/04
------------ ------------
OPERATIONS
Net investment income $ 23,684,837 $ 24,895,312
Net realized gain (loss) from:
Investments 43,150,661 18,980,955
Interest rate swaps (1,739,276) (4,017,763)
Change in net unrealized appreciation (depreciation) of:
Investments (18,591,745) 109,849,162
Interest rate swaps 3,221,965 3,346,462
Distributions to Taxable Auctioned Preferred shareholders:
From net investment income (976,242) (1,353,325)
From accumulated net realized gains (4,466,723) (1,218,577)
------------ ------------
Net increase (decrease) in net assets applicable to Common
shares from operations 44,283,477 150,482,226
------------ ------------
DISTRIBUTIONS TO COMMON SHAREHOLDERS
From net investment income (8,022,508) (19,333,368)
From accumulated net realized gains (38,683,938) (17,762,374)
Tax return of capital -- (3,983,421)
------------ ------------
Decrease in net assets applicable to Common shares from
distributions to Common shareholders (46,706,446) (41,079,163)
------------ ------------
CAPITAL SHARE TRANSACTIONS
Common shares offering costs adjustments 67,319 --
Taxable Auctioned Preferred shares offering costs adjustments 25,537 --
------------ ------------
Net increase (decrease) in net assets applicable to Common
shares from capital share transactions 92,856 --
------------ ------------
Net increase (decrease) in net assets applicable to Common
shares (2,330,113) 109,403,063
Net assets applicable to Common shares at the beginning of
year 631,979,037 522,575,974
------------ ------------
Net assets applicable to Common shares at the end of year $629,648,924 $631,979,037
============ ============
Undistributed (Over-distribution of) net investment income at
the end of year $ 13,125,937 $ 179,126
============ ============
F-7
FINANCIAL STATEMENTS
1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES
Nuveen Real Estate Income Fund (the "Fund") is a non-diversified, closed-end
management investment company registered under the Investment Company Act of
1940, as amended. The Fund's Common shares are listed on the American Stock
Exchange and trade under the ticker symbol "JRS." The Fund was organized as a
Massachusetts business trust on August 27, 2001.
The Fund seeks to provide high current income by investing primarily in a
portfolio of income-producing common stocks, preferred stocks, convertible
preferred stocks and debt securities issued by real estate companies, such as
Real Estate Investment Trusts ("REITs").
Effective January 1, 2005, Nuveen Institutional Advisory Corp. ("NIAC"), the
Fund's previous Adviser, and its affiliate, Nuveen Advisory Corp. ("NAC"), were
merged into Nuveen Asset Management ("NAM"), each wholly owned subsidiaries of
Nuveen Investments, Inc. ("Nuveen"). As a result of the merger, NAM is now the
Adviser to all funds previously advised by either NIAC or NAC.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements in accordance with U.S.
generally accepted accounting principles.
Investment Valuation
Exchange-listed securities are generally valued at the last sales price on the
securities exchange on which such securities are primarily traded. Securities
traded on a securities exchange for which there are no transactions on a given
day or securities not listed on a securities exchange are valued at the mean of
the closing bid and asked prices. Securities traded on Nasdaq are valued at the
Nasdaq Official Closing Price. Prices of derivative instruments are also
provided by an independent pricing service approved by the Fund's Board of
Trustees. If the pricing service is unable to supply a price for a derivative
instrument the Fund may use a market quote provided by a major broker/dealer in
such investments. If it is determined that market prices for an investment are
unavailable or inappropriate, the Board of Trustees of the Fund, or its
designee, may establish fair value in accordance with procedures established in
good faith by the Board of Trustees. In establishing fair value, the Board of
Trustees, or its designee, will use a wide variety of market data including
yields or prices of comparable securities, indications of value from security
dealers, general market conditions and other information and analysis.
Short-term investments are valued at amortized cost, which approximates market
value.
Investment Transactions
Investment transactions are recorded on a trade date basis. Realized gains and
losses from investment transactions are determined on the specific
identification method. Investments purchased on a when-issued or delayed
delivery basis may have extended settlement periods. Any investments so
purchased are subject to market fluctuation during this period. The Fund has
instructed the custodian to segregate assets with a current value at least equal
to the amount of the when-issued and delayed delivery purchase commitments. At
December 31, 2005, the Fund had no such outstanding purchase commitments.
Investment Income
Dividend income is recorded on the ex-dividend date. Interest income is recorded
on an accrual basis.
Federal Income Taxes
The Fund intends to distribute substantially all net investment income and net
capital gains to shareholders and to otherwise comply with the requirements of
Subchapter M of the Internal Revenue Code applicable to regulated investment
companies. Therefore, no federal income tax provision is required.
F-8
Notes to
FINANCIAL STATEMENTS (continued)
Dividends and Distributions to Common Shareholders
Distributions to Common shareholders are recorded on the ex-dividend date. The
amount and timing of distributions are determined in accordance with federal
income tax regulations, which may differ from U.S. generally accepted accounting
principles.
The Fund makes monthly cash distributions to Common Shareholders of a stated
dollar amount based on the Fund's net investment income, net realized capital
gains and/or on net unrealized capital gains in the Fund's portfolio (stated in
terms of a fixed cents per Common Share dividend rate) ("Managed Distribution
Policy"). The Fund seeks to maintain a stable distribution level, subject to
approval and oversight by the Fund's Board of Trustees. Distributions will be
made only after paying any accrued dividends or making any redemption or
liquidation payments to Taxable Auctioned Preferred shares, if any, and interest
and required principal payments on borrowings, if any. Under the Managed
Distribution Policy, if, for any monthly distribution, net investment income and
net realized capital gain were less than the amount of the distribution, the
difference would be distributed from the Fund's assets and would be treated by
shareholders as a return of capital for tax purposes. The final determination of
the source of all distributions for the year are made after the end of the year
and reflected in the accompanying financial statements.
Real Estate Investment Trust ("REIT") distributions received by the Fund are
generally comprised of ordinary income, long-term and short-term capital gains,
and a return of REIT capital. The actual character of amounts received during
the period are not known until after the fiscal year-end. For the fiscal year
ended December 31, 2005, the character of distributions to the Fund from the
REITs was 55.38% ordinary income, 32.12% long-term and short-term capital gains,
and 12.50% return of REIT capital. For the fiscal year ended December 31, 2004,
the character of distributions to the Fund from the REITs was 58.07% ordinary
income, 25.75% long-term and short-term capital gains, and 16.18% return of REIT
capital.
For the fiscal years ended December 31, 2005 and December 31, 2004, the Fund
applied the actual character of distributions reported by the REITs in which the
Fund invests to its receipts from the REITS. If a REIT held in the portfolio of
investments did not report the actual character of its distributions during the
period, the Fund treated the distributions as ordinary income.
For the fiscal years ended December 31, 2005 and December 31, 2004, the Fund
applied the actual character of distributions reported by the REITs in which the
Fund invests to the distributions paid to the Fund shareholders.
Taxable Auctioned Preferred Shares
The Fund has issued and outstanding 1,720 Series M, 1,720 Series T, 1,720 Series
W and 1,720 Series F, Taxable Auctioned Preferred shares, $25,000 stated value
per share, as a means of effecting financial leverage. The dividend rate paid by
the Fund on each Series is determined every seven days, pursuant to a dutch
auction process overseen by the auction agent, and is payable at the end of each
rate period.
F-9
Interest Rate Swap Transactions
The Fund may invest in certain derivative financial instruments. The Fund's use
of interest rate swap transactions is intended to mitigate the negative impact
that an increase in short-term interest rates could have on Common share net
earnings as a result of leverage. Interest rate swap transactions involve the
Fund's agreement with the counterparty to pay a fixed rate payment in exchange
for the counterparty paying the Fund a variable rate payment that is intended to
approximate the Fund's variable rate payment obligation on Taxable Auctioned
Preferred shares or any variable rate borrowing. The payment obligation is based
on the notional amount of the interest rate swap contract. Interest rate swaps
do not involve the delivery of securities or other underlying assets or
principal. Accordingly, the risk of loss with respect to the swap counterparty
on such transactions is limited to the net amount of interest payments that the
Fund is to receive. Interest rate swap positions are valued daily. Although
there are economic advantages of entering into interest rate swap transactions,
there are also additional risks. The Fund helps manage the credit risks
associated with interest rate swap transactions by entering into agreements only
with counterparties the Adviser believes have the financial resources to honor
their obligations and by having the Adviser continually monitor the financial
stability of the swap counterparties.
Repurchase Agreements
In connection with transactions in repurchase agreements, it is the Fund's
policy that its custodian take possession of the underlying collateral
securities, the fair value of which exceeds the principal amount of the
repurchase transaction, including accrued interest, at all times. If the seller
defaults, and the fair value of the collateral declines, realization of the
collateral may be delayed or limited.
Custodian Fee Credit
The Fund has an arrangement with the custodian bank whereby certain custodian
fees and expenses are reduced by credits earned on the Fund's cash on deposit
with the bank. Such deposit arrangements are an alternative to overnight
investments.
Indemnifications
Under the Fund's organizational documents, its Officers and Trustees are
indemnified against certain liabilities arising out of the performance of their
duties to the Fund. In addition, in the normal course of business, the Fund
enters into contracts that provide general indemnifications to other parties.
The Fund's maximum exposure under these arrangements is unknown as this would
involve future claims that may be made against the Fund that have not yet
occurred. However, the Fund has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of increases and
decreases in net assets applicable to Common shares from operations during the
reporting period. Actual results may differ from those estimates.
2. FUND SHARES
The Fund did not engage in transactions in its own shares during the fiscal year
ended December 31, 2005, nor during the fiscal year ended December 31, 2004.
3. INVESTMENT TRANSACTIONS
Purchases and sales of investments (excluding short-term investments and
derivative transactions) during the fiscal year ended December 31, 2005,
aggregated $101,860,076 and $107,524,096, respectively.
F-10
Notes to
FINANCIAL STATEMENTS (continued)
4. INCOME TAX INFORMATION
The following information is presented on an income tax basis. Differences
between amounts for financial statement and federal income tax purposes are
primarily due to timing differences in recording income and timing differences
in recognizing certain gains and losses on investment transactions.
At December 31, 2005, the cost of investments owned was $572,360,536.
The net unrealized appreciation of investments at December 31, 2005, aggregated
$225,775,767, of which $228,404,453 related to appreciated securities and
$2,628,686 related to depreciated securities.
The tax components of undistributed net ordinary income and net realized gains
at December 31, 2005, were as follows:
Undistributed net ordinary income * $13,172,759
Undistributed net long-term capital gains --
===========
* Net ordinary income consists of net taxable income derived from dividends,
interest, and net short-term capital gains, if any.
The tax character of distributions paid during the fiscal years ended December
31, 2005 and December 31, 2004, was designated for purposes of the dividends
paid deduction as follows:
2005
----
Distributions from net ordinary income * $ 9,490,892
Distributions from net long-term capital gains ** 42,608,613
===========
* Net ordinary income consists of net taxable income derived from dividends,
interest, and net short-term capital gains, if any.
** The Fund designated as a long-term capital gain dividend, pursuant to
Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the
earnings and profits of the Fund related to net capital gain to zero for
the tax period ended December 31, 2005.
2004
----
Distributions from net ordinary income * $20,708,231
Distributions from net long-term capital gains 18,932,319
Tax return of capital 3,983,421
===========
* Net ordinary income consists of net taxable income derived from dividends,
interest, and net short-term capital gains, if any.
F-11
5. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is separated into two components - a complex-level
component, based on the aggregate amount of all fund assets managed by the
Adviser, and a specific fund-level component, based only on the amount of assets
within the Fund. This pricing structure enables Nuveen fund shareholders to
benefit from growth in the assets within each individual fund as well as from
growth in the amount of complex-wide assets managed by the Adviser.
The annual fund-level fee, payable monthly, for the Fund is based upon the
average daily Managed Assets of the Fund as follows:
AVERAGE DAILY MANAGED ASSETS FUND-LEVEL FEE RATE
---------------------------- -------------------
For the first $500 million .7000%
For the next $500 million .6750
For the next $500 million .6500
For the next $500 million .6250
For Managed Assets over $2 billion .6000
The annual complex-level fee, payable monthly, which is additive to the
fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the
aggregate amount of total fund assets managed as stated in the table below. As
of December 31, 2005, the complex-level fee rate was .1895%.
COMPLEX-LEVEL ASSETS(1) COMPLEX-LEVEL FEE RATE
----------------------- ----------------------
For the first $55 billion .2000%
For the next $1 billion .1800
For the next $1 billion .1600
For the next $3 billion .1425
For the next $3 billion .1325
For the next $3 billion .1250
For the next $5 billion .1200
For the next $5 billion .1175
For the next $15 billion .1150
For Managed Assets over $91 billion (2) .1400
(1) The complex-level fee component of the management fee for the funds is
calculated based upon the aggregate Managed Assets ("Managed Assets" means
the average daily net assets of each fund including assets attributable to
all types of leverage used by the Nuveen funds) of Nuveen-sponsored funds
in the U.S.
(2) With respect to the complex-wide Managed Assets over $91 billion, the fee
rate or rates that will apply to such assets will be determined at a later
date. In the unlikely event that complex-wide Managed Assets reach $91
billion prior to a determination of the complex-level fee rate or rates to
be applied to Managed Assets in excess of $91 billion, the complex-level
fee rate for such complex-wide Managed Assets shall be .1400% until such
time as a different rate or rates is determined.
The management fee compensates the Adviser for overall investment advisory and
administrative services and general office facilities. The Adviser has entered
into a Sub-Advisory Agreement with Security Capital Research & Management
Incorporated ("Security Capital"), under which Security Capital manages the
investment portfolio of the Fund. Security Capital is compensated for its
services to the Fund from the management fee paid to the Adviser.
The Fund pays no compensation directly to those of its Trustees who are
affiliated with the Adviser or to its officers, all of whom receive remuneration
for their services to the Fund from the Adviser or its affiliates. The Board of
Trustees has adopted a deferred compensation plan for independent Trustees that
enables Trustees to elect to defer receipt of all or a portion of the annual
compensation they are entitled to receive from certain Nuveen advised Funds.
Under the plan, deferred amounts are treated as though equal dollar amounts had
been invested in shares of select Nuveen advised Funds.
For the first ten years of the Fund's operations, the Adviser has agreed to
reimburse the Fund, as a percentage of average daily Managed Assets, for fees
and expenses in the amounts and for the time periods set forth below:
YEAR ENDING
NOVEMBER 30,
------------
2001* .30%
2002 .30
2003 .30
2004 .30
2005 .30
2006 .30
2007 .25%
2008 .20
2009 .15
2010 .10
2011 .05
* From the commencement of operations.
The Adviser has not agreed to reimburse the Fund for any portion of its fees and
expenses beyond November 30, 2011.
F-12
Notes to
FINANCIAL STATEMENTS (continued)
6. ANNOUNCEMENT REGARDING PARENT COMPANY OF ADVISER
In early April, 2005, The St. Paul Travelers Companies, Inc. ("St. Paul
Travelers"), which owned 79% of Nuveen, (A) completed a public offering of a
substantial portion of its equity stake in Nuveen, (B) sold Nuveen $200 million
of its Nuveen shares, (C) entered into an agreement with Nuveen to sell an
additional $400 million of its Nuveen shares on a "forward" basis with payment
for and settlement of these shares delayed for several months, and (D) entered
into agreements with two unaffiliated investment banking firms to sell an amount
equal to most or all of its remaining Nuveen shares for current payment but for
future settlement. Transactions (C) and (D) above were settled in late July,
which effectively reduced St. Paul Travelers' controlling stake in Nuveen and
was deemed an "assignment" (as defined in the 1940 Act) of the investment
management agreement between the Fund and the Adviser, which resulted in the
automatic termination of the agreement under the 1940 Act. In anticipation of
such deemed assignment, the Board of Trustees had approved a new ongoing
investment management agreement for the Fund and the submission of the agreement
for approval by the Fund's shareholders, which shareholder approval was received
prior to the settlement of transactions (C) and (D). The new ongoing management
agreement took effect upon such settlement.
7. SUBSEQUENT EVENT -- DISTRIBUTIONS TO COMMON SHAREHOLDERS
The Fund declared a distribution of $.1450 per Common share which was paid on
February 1, 2006, to shareholders of record on January 15, 2006.
F-13
Financial
HIGHLIGHTS
F-14
Financial
HIGHLIGHTS
Selected data for a Common share outstanding throughout each period:
Investment Operations
------------------------------------------------------------
Distributions
from Net Distributions Less Distributions
Investment from Capital -------------------------------------
Income to Gains to Net
Beginning Taxable Taxable Investment Capital
Common Net Auctioned Auctioned Income to Gains to Tax
Share Net Realized/ Preferred Preferred Common Common Return
Net Asset Investment Unrealized Share- Share- Share- Share- of
Value Income(a) Gain (Loss) holders+ holders+ Total holders holders Capital Total
--------- ---------- ----------- ------------- ------------- ----- ---------- -------- ------- ------
Year Ended 12/31:
2005 $22.46 $ .84 $ .93 $(.03) $(.16) $1.58 $(.29) $(1.37) $ -- $(1.66)
2004(b) 18.57 .88 4.56 (.05) (.04) 5.35 (.69) (.63) (.14) (1.46)
2003(c) 17.30 .12 1.38 (.01) -- 1.49 (.01) (.08) (.13) (.22)
Year Ended 10/31:
2003 13.56 .85 4.38 (.05) (.02) 5.16 (.97) (.41) (.04) (1.42)
2002(d) 14.33 1.02 (.46) (.07) (.02) .47 (.89) (.25) -- (1.14)
Offering
Costs and
Taxable
Auctioned Ending
Preferred Common
Share Share Ending
Underwriting Net Asset Market
Discounts Value Value
------------ --------- ------
Year Ended 12/31:
2005 $ -- $22.38 $19.99
2004(b) -- 22.46 20.75
2003(c) -- 18.57 18.73
Year Ended 10/31:
2003 -- 17.30 17.81
2002(d) (.10) 13.56 14.40
(a) Per share Net Investment Income is calculated using the average daily
shares method.
(b) For the fiscal year ended December 31, 2004, the Fund changed its method of
presentation for net interest expense on interest rate swap transactions.
The effect of this reclassification was to increase Net Investment Income
by $0.15 per share with a corresponding decrease in Net Realized/Unrealized
Investment Gain (Loss), a decrease in each of the Ratios of Expenses to
Average Net Assets Applicable to Common Shares by 0.77% with a
corresponding increase in each of the Ratios of Net Investment Income to
Average Net Assets Applicable to Common Shares.
(c) For the period November 1, 2003 through December 31, 2003.
(d) For the period November 15, 2001 (commencement of operations) through
October 31, 2002.
* Annualized.
** Total Return on Market Value is the combination of changes in the market
price per share and the effect of reinvested dividend income and reinvested
capital gains distributions, if any, at the average price paid per share at
the time of reinvestment. Total Return on Common Share Net Asset Value is
the combination of changes in Common share net asset value, reinvested
dividend income at net asset value and reinvested capital gains
distributions at net asset value, if any. Total returns are not annualized.
*** After custodian fee credit and expense reimbursement, where applicable.
+ The amounts shown are based on Common share equivalents.
++ - Ratios do not reflect the effect of dividend payments to Taxable
Auctioned Preferred shareholders.
- Income ratios reflect income earned on assets attributable to Taxable
Auctioned Preferred shares.
- For periods ended prior to December 31, 2004, each Ratio of Expenses
to Average Net Assets Applicable to Common Shares and each Ratio of
Net Investment Income to Average Net Assets Applicable to Common
Shares included the effect of the net interest expense incurred on
interest rate swap transactions as follows:
Year Ended 12/31:
2003(c) .91*
Year Ended 10/31:
2003 1.03
2002(d) .68*
F-15
Ratios/Supplemental Data
---------------------------------------------------------------------------
Before Credit After Credit
/Reimbursement /Reimbursement***
------------------------ ------------------------
Total Returns Ratio of Net Ratio of Net
------------------ Ratio of Investment Ratio of Investment Cumulative Taxable Auctioned
Based Ending Expenses Income to Expenses Income to Preferred at End of Period
on Net to Average Average to Average Average -----------------------------------
Based Common Assets Net Assets Net Assets Net Assets Net Assets Aggregate Liquidation
on Share Net Applicable Applicable Applicable Applicable Applicable Portfolio Amount and Market Asset
Market Asset to Common to Common to Common to Common to Common Turnover Outstanding Value Coverage
Value** Value** Shares (000) Shares++ Shares++ Shares++ Shares++ Rate (000) Per Share Per Share
------- --------- ------------ ---------- ------------ ---------- ------------ --------- ----------- ----------- ---------
4.75% 7.42% $629,649 1.28% 3.46% .90% 3.85% 13% $172,000 $25,000 $116,519
19.80 30.12 631,979 1.34 4.13 .94 4.52 14 172,000 25,000 116,857
6.49 8.69 522,576 2.31* 4.07* 1.91* 4.47* 2 172,000 25,000 100,956
35.40 39.80 486,814 2.51 5.17 2.09 5.59 26 172,000 25,000 95,758
3.30 2.09 381,290 2.12* 6.71* 1.72* 7.11* 37 172,000 25,000 80,420
F-16
APPENDIX A
NUVEEN REAL ESTATE INCOME FUND
AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS
AND PREFERENCES OF TAXABLE AUCTIONED PREFERRED SHARES
(THE "STATEMENT")
Nuveen Real Estate Income Fund, a Massachusetts business trust (the
"Fund"), certifies that:
FIRST: Pursuant to the authority expressly vested in the Board of the Fund
by Articles IV and VI of Fund's Declaration of Trust (which, as hereafter
restated or amended from time to time, are together with this Statement herein
called the "Declaration"), the Board of Trustees has, by resolution, authorized
the issuance of 8,880 Preferred Shares of beneficial interest ("Preferred
Shares"), $.01 par value, classified as Taxable Auctioned Preferred Shares
("TAPS"), and further classified as Series M, T, W, TH and F TAPS (each series,
and together with additional series of TAPS that may be authorized and issued, a
"Series") each with a liquidation preference of $25,000 per share.
SECOND: The preferences, rights, voting powers, restrictions, limitations
as to dividends, qualifications and terms and conditions of redemption of the
shares of such series of TAPS are as follows:
DESIGNATION
Series M: A series of 1,720 Preferred Shares, liquidation preference
$25,000 per share, is hereby designated "Series M Taxable Auctioned Preferred
Shares" ("TAPS Series M"). Each share of TAPS Series M shall have an Applicable
Rate for its initial Dividend Period equal to 2.00% per annum and an initial
Dividend Payment Date of January 22, 2002, and each share of TAPS Series M shall
have such other preferences, rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption, in addition
to those required by applicable law or set forth in the Declaration applicable
to preferred shares of the Fund, as are set forth in Part I and Part II of this
Statement. The TAPS Series M shall constitute a separate series of Preferred
Shares of the Fund.
Series T: A series of 1,720 Preferred Shares, liquidation preference
$25,000 per share, is hereby designated "Series T Taxable Auctioned Preferred
Shares" ("TAPS Series T"). Each share of TAPS Series T shall have an Applicable
Rate for its initial Dividend Period equal to 2.00% per annum and an initial
Dividend Payment Date of January 23, 2002, and each share of TAPS Series T shall
have such other preferences, rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption, in addition
to those required by applicable law or set forth in the Declaration applicable
to preferred shares of the Fund, as are set forth in Part I and Part II of this
Statement. The TAPS Series T shall constitute a separate series of Preferred
Shares of the Fund.
Series W: A series of 1,720 Preferred Shares, liquidation preference
$25,000 per share, is hereby designated "Series W Taxable Auctioned Preferred
Shares" ("TAPS Series W"). Each share of TAPS Series W shall have an Applicable
Rate for its initial Dividend Period equal to 2.00% per annum and an initial
Dividend Payment Date of January 24, 2002, and each share of TAPS Series W shall
have such other preferences, rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption, in addition
to those required by applicable law or set forth in the Declaration applicable
to preferred shares of the Fund, as are set forth in Part I and Part II of this
Statement. The TAPS Series W shall constitute a separate series of Preferred
Shares of the Fund.
Series TH: A series of 2,000 Preferred Shares, liquidation preference
$25,000 per share, is hereby designated "Series TH Taxable Auctioned Preferred
Shares" ("TAPS Series TH"). Each share of TAPS Series TH shall have an
Applicable Rate for its initial Dividend Period equal to ____% per annum and an
initial Dividend Payment Date of _____________, 2006, and each share of TAPS
Series TH shall
A-1
have such other preferences, rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption, in addition
to those required by applicable law or set forth in the Declaration applicable
to preferred shares of the Fund, as are set forth in Part I and Part II of this
Statement. The TAPS Series TH shall constitute a separate series of Preferred
Shares of the Fund.
Series F: A series of 1,720 Preferred Shares, liquidation preference
$25,000 per share, is hereby designated "Series F Taxable Auctioned Preferred
Shares" ("TAPS Series F"). Each share of TAPS Series F shall have an Applicable
Rate for its initial Dividend Period equal to 2.00% per annum and an initial
Dividend Payment Date of January 22, 2002, and each share of TAPS Series F shall
have such other preferences, rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption, in addition
to those required by applicable law or set forth in the Declaration applicable
to preferred shares of the Fund, as are set forth in Part I and Part II of this
Statement. The TAPS Series F shall constitute a separate series of Preferred
Shares of the Fund.
Subject to the provisions of Section 11(b) of Part I hereof, the Board of
Trustees of the Fund may, in the future, authorize the issuance of additional
shares of the Fund's Preferred Shares as TAPS Series M, T, W, TH and F, with the
same preferences, rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption and other terms
of the respective series herein described, except that the Applicable Rate for
its initial Dividend Period, its initial Dividend Payment Date and any other
changes in the terms herein set forth shall be as set forth in an amendment to
this Statement.
As used in Part I and Part II of this Statement, capitalized terms shall
have the meanings provided in Section 18 of Part I.
PART I: TAPS TERMS
1. Number of Shares; Ranking.
(a) The initial number of authorized shares constituting TAPS Series
M, TAPS Series T, TAPS Series W, TAPS Series TH and TAPS Series F is 1,720,
1,720, 1,720, 2,000 and 1,720 shares, respectively. No fractional shares of TAPS
Series M, TAPS Series T, TAPS Series W, TAPS Series TH and TAPS Series F shall
be issued.
(b) Any shares of each Series of TAPS which at any time have been
redeemed or purchased by the Fund shall, after such redemption or purchase, have
the status of authorized but unissued shares of Preferred Shares.
(c) The shares of each Series of TAPS shall rank on a parity with
shares of any other series of Preferred Shares (including any other shares of
TAPS) as to the payment of dividends to which such shares are entitled and the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Fund.
(d) No holder of shares of any Series of TAPS shall have, solely by
reason of being such a holder, any preemptive or other right to acquire,
purchase or subscribe for any shares of any Series of TAPS, shares of Common
Shares of the Fund or other securities of the Fund which it may hereafter issue
or sell.
2. Dividends.
(a) The Holders of shares of any Series of TAPS shall be entitled to
receive, when, as and if declared by the Board of Trustees, out of funds legally
available therefor, cumulative cash
A-2
dividends on their shares at the Applicable Rate, determined as set forth in
paragraph (c) of this Section 2, and no more, payable on the respective dates
determined as set forth in paragraph (b) of this Section 2. Dividends on the
Outstanding shares of any Series of TAPS issued on the Date of Original Issue
shall accumulate from the Date of Original Issue.
(b) (i) Dividends shall be payable when, as and if declared by the
Board of Trustees following the initial Dividend Payment Date, subject to
subparagraph (b)(ii) of this Section 2, on the shares of each Series of
TAPS, with respect to any Dividend Period on the first Business Day
following the last day of such Dividend Period; provided, however, if the
Dividend Period is greater than 30 days then on a monthly basis on the
first Business Day of each month within such Dividend Period and on the
Business Day following the last day of such Dividend Period.
(ii) If a day for payment of dividends resulting from the
application of subparagraph (b)(i) above is not a Business Day, (A) then
the Dividend Payment Date shall be the first Business Day following such
day for payment of dividends in the case of a Series of TAPS designated as
"Series M" or "Series F" or (B) then the Dividend Payment Date shall be the
first Business Day that falls prior to such day for payment of dividends in
the case of a Series of TAPS designated as "Series T," "Series W," or
"Series TH."
(iii) The Fund shall pay to the Paying Agent not later than 3:00
p.m., New York City time, on the Business Day next preceding each Dividend
Payment Date for the shares of each Series of TAPS, an aggregate amount of
funds available on the next Business Day in the City of New York, New York,
equal to the dividends to be paid to all Holders of such shares on such
Dividend Payment Date. The Fund shall not be required to establish any
reserves for the payment of dividends.
(iv) All moneys paid to the Paying Agent for the payment of
dividends shall be held in trust for the payment of such dividends by the
Paying Agent for the benefit of the Holders specified in subparagraph
(b)(v) of this Section 2. Any moneys paid to the Paying Agent in accordance
with the foregoing but not applied by the Paying Agent to the payment of
dividends, including interest earned on such moneys, will, to the extent
permitted by law, be repaid to the Fund at the end of 90 days from the date
on which such moneys were to have been so applied.
(v) Each dividend on a Series of TAPS shall be paid on the
Dividend Payment Date therefor to the Holders of that series as their names
appear on the share ledger or share records of the Fund on the Business Day
next preceding such Dividend Payment Date. Dividends in arrears for any
past Dividend Period may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to the Holders as their
names appear on the share ledger or share records of the Fund on such date,
not exceeding 15 days preceding the payment date thereof, as may be fixed
by the Board of Trustees. No interest will be payable in respect of any
dividend payment or payments which may be in arrears.
(c) (i) The dividend rate on Outstanding shares of each Series of
TAPS during the period from and after the Date of Original Issue to and
including the last day of the initial Dividend Period therefor shall be
equal to the rate per annum set forth under "Designation" above. For each
subsequent Dividend Period with respect to the shares of TAPS Outstanding
thereafter, the dividend rate shall be equal to the rate per annum that
results from an Auction; provided, however, that if an Auction for any
subsequent Dividend Period of a Series of TAPS is not held for any reason
or if Sufficient Clearing Bids have not been made in an Auction (other than
as a result of all shares of a Series of TAPS being the subject of
Submitted Hold Orders),
A-3
then the dividend rate on the shares of a Series of TAPS for any such
Dividend Period shall be the Maximum Rate (except (i) during a Default
Period when the dividend rate shall be the Default Rate, as set forth in
Section 2(c)(ii) below) or (ii) after a Default Period and prior to the
beginning of the next Dividend Period when the dividend rate shall be the
Maximum Rate at the close of business on the last of such Default Period).
The All Hold Rate will apply automatically following an Auction in which
all of the Outstanding shares of a Series of TAPS are subject (or are
deemed to be subject) to Hold Orders. The rate per annum at which dividends
are payable on shares of a Series of TAPS as determined pursuant to this
Section 2(c)(i) shall be the "Applicable Rate."
(ii) Subject to the cure provisions below, a "Default Period"
with respect to a particular Series will commence on any date the Fund
fails to deposit irrevocably in trust in same-day funds, with the Paying
Agent by 12:00 noon, New York City time, (A) the full amount of any
declared dividend on that Series payable on the Dividend Payment Date (a
"Dividend Default") or (B) the full amount of any redemption price (the
"Redemption Price") payable on the date fixed for redemption (the
"Redemption Date") (a "Redemption Default" and together with a Dividend
Default, hereinafter referred to as "Default"). Subject to the cure
provisions of Section 2(c)(iii) below, a Default Period with respect to a
Dividend Default or a Redemption Default shall end on the Business Day on
which, by 12:00 noon, New York City time, all unpaid dividends and any
unpaid Redemption Price shall have been deposited irrevocably in trust in
same-day funds with the Paying Agent. In the case of a Dividend Default,
the Applicable Rate for each Dividend Period commencing during a Default
Period will be equal to the Default Rate, and each subsequent Dividend
Period commencing after the beginning of a Default Period shall be a
Standard Dividend Period; provided, however, that the commencement of a
Default Period will not by itself cause the commencement of a new Dividend
Period. No Auction shall be held during a Default Period applicable to that
Series of TAPS.
(iii) No Default Period with respect to a Dividend Default or
Redemption Default shall be deemed to commence if the amount of any
dividend or any Redemption Price due (if such default is not solely due to
the willful failure of the Corporation) is deposited irrevocably in trust,
in same-day funds with the Paying Agent by 12:00 noon, New York City time
within three Business Days after the applicable Dividend Payment Date or
Redemption Date, together with an amount equal to the Default Rate applied
to the amount of such non-payment based on the actual number of days
comprising such period divided by 360 for each Series. The Default Rate
shall be equal to the Reference Rate multiplied by three (3).
(iv) The amount of dividends per share payable (if declared) on
each Dividend Payment Date of each Dividend Period of less than one (1)
year (or in respect of dividends on another date in connection with a
redemption during such Dividend Period) shall be computed by multiplying
the Applicable Rate (or the Default Rate) for such Dividend Period (or a
portion thereof) by a fraction, the numerator of which will be the number
of days in such Dividend Period (or portion thereof) that such share was
Outstanding and for which the Applicable Rate or the Default Rate was
applicable and the denominator of which will be 365, multiplying the amount
so obtained by $25,000, and rounding the amount so obtained to the nearest
cent. During any Dividend Period of one (1) year or more, the amount of
dividends per share payable on any Dividend Payment Date (or in respect of
dividends on another date in connection with a redemption during such
Dividend Period) shall be computed as described in the preceding sentence,
except that it will be determined on the basis of a year consisting of
twelve 30-day months.
A-4
(d) Any dividend payment made on shares of any Series of TAPS shall
first be credited against the earliest accumulated but unpaid dividends due with
respect to such Series.
(e) For so long as the shares of the TAPS are Outstanding, except as
contemplated by Part I of this Statement, the Fund will not declare, pay or set
apart for payment any dividend or other distribution (other than a dividend or
distribution paid in shares of, or options, warrants or rights to subscribe for
or purchase, Common Shares or other shares of beneficial interest, if any,
ranking junior to the TAPS as to dividends or upon liquidation) in respect to
Common Shares or any other shares of the Fund ranking junior to or on a parity
with the TAPS as to dividends or upon liquidation, or call for redemption,
redeem, purchase or otherwise acquire for consideration any Common Shares or any
other such junior shares (except by conversion into or exchange for shares of
the Fund ranking junior to the TAPS as to dividends and upon liquidation) or any
such parity shares (except by conversion into or exchange for shares of the Fund
ranking junior to or on a parity with the TAPS as to dividends and upon
liquidation), unless (i) immediately after such transaction, the Fund would have
Eligible Assets with an aggregate Discounted Value at least equal to the TAPS
Basic Maintenance Amount and the 1940 Act TAPS Asset Coverage would be achieved,
(ii) full cumulative dividends on the TAPS due on or prior to the date of the
transaction have been declared and paid and (iii) the Fund has redeemed the full
number of shares of the TAPS required to be redeemed by any provision for
mandatory redemption contained in Section 3(a)(ii).
(f) The Fund will not declare, pay or set apart for payment any
dividend or other distribution in respect to the TAPS unless (i) there is not an
event of default under indebtedness senior to the TAPS, if any, or (ii)
immediately after such transaction, the Fund would have eligible portfolio
holdings with an aggregate discounted value at least equal to the asset coverage
requirements under the indebtedness senior to the TAPS.
3. Redemption.
(a) (i) After the initial Dividend Period, subject to the provisions
of this Section 3 and to the extent permitted under the 1940 Act and
Massachusetts law, the Fund may, at its option, redeem in whole or in part
out of funds legally available therefor shares of a Series of TAPS herein
designated as (A) having a Dividend Period of one year or less, on the
Business Day after the last day of such Dividend Period by delivering a
notice of redemption not less than 15 days and not more than 40 days prior
to the date fixed for such redemption, at a redemption price per share
equal to $25,000, plus an amount equal to accumulated but unpaid dividends
thereon (whether or not earned or declared) to the date fixed for
redemption ("Redemption Price"), or (B) having a Dividend Period of more
than one year, on any Business Day prior to the end of the relevant
Dividend Period by delivering a notice of redemption not less than 15 days
and not more than 40 days prior to the date fixed for such redemption, at
the Redemption Price, plus a redemption premium, if any, determined by the
Board of Trustees after consultation with the Broker-Dealers and set forth
in any applicable Specific Redemption Provisions at the time of the
designation of such Dividend Period as set forth in Section 4 of this
Statement; provided, however, that during a Dividend Period of more than
one year no shares of a Series of TAPS will be subject to optional
redemption except in accordance with any Specific Redemption Provisions
approved by the Board of Trustees after consultation with the
Broker-Dealers at the time of the designation of such Dividend Period.
Notwithstanding the foregoing, the Fund shall not give a notice of or
effect any redemption pursuant to this Section 3(a)(i) unless, on the date
on which the Fund intends to give such notice and on the date of redemption
(a) the Fund has available certain Deposit Securities with maturity or
tender dates not later than the day preceding the applicable redemption
date and having a value not less than the amount (including any applicable
premium) due to Holders of a Series of TAPS by reason of the redemption of
such TAPS on such date fixed
A-5
for the redemption and (b) the Fund would have Eligible Assets with an
aggregate Discounted Value at least equal the TAPS Basic Maintenance Amount
immediately subsequent to such redemption, if such redemption were to occur
on such date, it being understood that the provisions of paragraph (d) of
this Section 3 shall be applicable in such circumstances in the event the
Fund makes the deposit and takes the other action required thereby.
(ii) If the Fund fails to maintain, as of any Valuation Date,
Eligible Assets with an aggregate Discounted Value at least equal to the
TAPS Basic Maintenance Amount or, as of the last Business Day of any month,
the 1940 Act TAPS Asset Coverage, and such failure is not cured within ten
Business days following such Valuation Date in the case of a failure to
maintain the TAPS Basic Maintenance Amount on the last Business Day of the
following month or in the case of a failure to maintain the 1940 Act TAPS
Asset Coverage as of such last Business Day (each an "Asset Coverage Cure
Date"), the TAPS will be subject to mandatory redemption out of funds
legally available therefor. The number of shares of TAPS to be redeemed in
such circumstances will be equal to the lesser of (A) the minimum number of
shares of TAPS the redemption of which, if deemed to have occurred
immediately prior to the opening of business on the relevant Asset Coverage
Cure Date, would result in the Fund having Eligible Assets with an
aggregate Discounted Value at least equal to the TAPS Basic Maintenance
Amount, or sufficient to satisfy 1940 Act TAPS Asset Coverage, as the case
may be, in either case as of the relevant Asset Coverage Cure Date
(provided that, if there is no such minimum number of shares the redemption
of which would have such result, all shares of TAPS then Outstanding will
be redeemed), and (B) the maximum number of shares of TAPS that can be
redeemed out of funds expected to be available therefor on the Mandatory
Redemption Date at the Mandatory Redemption Price set forth in subparagraph
(a)(iii) of this Section 3.
(iii) In determining the shares of the TAPS required to be
redeemed in accordance with the foregoing Section 3(a)(ii), the Fund shall
allocate the number of shares required to be redeemed to satisfy the TAPS
Basic Maintenance Amount or the 1940 Act TAPS Asset Coverage, as the case
may be, pro rata among the Holders of shares of the TAPS in proportion to
the number of shares they hold and shares of other Preferred Shares subject
to mandatory redemption provisions similar to those contained in this
Section 3, subject to the further provisions of this subparagraph (iii).
The Fund shall effect any required mandatory redemption pursuant to
subparagraph (a)(ii) of this Section 3 no later than 30 days after the
Asset Coverage Cure Date (the "Mandatory Redemption Date"), except that if
the Fund does not have funds legally available for the redemption of, or is
not otherwise legally permitted to redeem, the number of shares of the TAPS
which would be required to be redeemed by the Fund under clause (A) of
subparagraph (a)(ii) of this Section 3 if sufficient funds were available,
together with shares of other Preferred Shares which are subject to
mandatory redemption under provisions similar to those contained in this
Section 3, or the Fund otherwise is unable to effect such redemption on or
prior to such Mandatory Redemption Date, the Fund shall redeem those shares
of the TAPS, and shares of other Preferred Shares which it was unable to
redeem, on the earliest practicable date on which the Fund will have such
funds available, upon notice pursuant to Section 3(b) to record owners of
shares of the TAPS to be redeemed and the Paying Agent. The Fund will
deposit with the Paying Agent funds sufficient to redeem the specified
number of shares of the TAPS with respect to a redemption required under
subparagraph (a)(ii) of this Section 3, by 1:00 p.m., New York City time,
of the Business Day immediately preceding the Mandatory Redemption Date. If
fewer than all of the Outstanding shares of the TAPS are to be redeemed
pursuant to this Section 3(a)(iii), the number of shares to be redeemed
shall be redeemed pro rata from the Holders of such shares in proportion to
the number of such shares held by such Holders, by lot or by such other
method as the Fund shall deem fair and equitable, subject, however, to the
terms of any applicable Specific Redemption Provisions. "Mandatory
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Redemption Price" means the Redemption Price plus (in the case of a
Dividend Period of one year or more only) a redemption premium, if any,
determined by the Board of Trustees after consultation with the
Broker-Dealers and set forth in any applicable Specific Redemption
Provisions.
(b) In the event of a redemption pursuant to Section 3(a), the Fund
will file a notice of its intention to redeem with the Securities and Exchange
Commission so as to provide at least the minimum notice required under Rule
23c-2 under the 1940 Act or any successor provision. In addition, the Fund shall
deliver a notice of redemption to the Auction Agent (the "Notice of Redemption")
containing the information set forth below (i) in the case of an optional
redemption pursuant to subparagraph (a)(i) above, one Business Day prior to the
giving of notice to the Holders, (ii) in the case of a mandatory redemption
pursuant to subparagraph (a)(ii) above, on or prior to the 30th day preceding
the Mandatory Redemption Date. The Auction Agent will use its reasonable efforts
to provide notice to each Holder of shares of each Series of TAPS called for
redemption by electronic means not later than the close of business on the
Business Day immediately following the day on which the Auction Agent determines
the shares to be redeemed (or, during a Default Period with respect to such
shares, not later than the close of business on the Business Day immediately
following the day on which the Auction Agent receives Notice of Redemption from
the Fund). The Auction Agent shall confirm such notice in writing not later than
the close of business on the third Business Day preceding the date fixed for
redemption by providing the Notice of Redemption to each Holder of shares called
for redemption, the Paying Agent (if different from the Auction Agent) and the
Securities Depository. Notice of Redemption will be addressed to the registered
owners of each Series of TAPS at their addresses appearing on the share records
of the Fund. Such Notice of Redemption will set forth (i) the date fixed for
redemption, (ii) the number and identity of shares of TAPS to be redeemed, (iii)
the redemption price (specifying the amount of accumulated dividends to be
included therein), (iv) that dividends on the shares to be redeemed will cease
to accumulate on such date fixed for redemption, and (v) the provision under
which redemption shall be made. No defect in the Notice of Redemption or in the
transmittal or mailing thereof will affect the validity of the redemption
proceedings, except as required by applicable law. If fewer than all shares held
by any Holder are to be redeemed, the Notice of Redemption mailed to such Holder
shall also specify the number of shares to be redeemed from such Holder.
(c) Notwithstanding the provisions of paragraph (a) of this Section 3,
but subject to Section 7(e), no shares of the TAPS may be redeemed unless all
dividends in arrears on the Outstanding shares of the TAPS and all shares of
beneficial interest of the Fund ranking on a parity with the TAPS with respect
to payment of dividends or upon liquidation, have been or are being
contemporaneously paid or set aside for payment; provided, however, that the
foregoing shall not prevent the purchase or acquisition of all Outstanding
shares of the TAPS pursuant to the successful completion of an otherwise lawful
purchase or exchange offer made on the same terms to, and accepted by, Holders
of all Outstanding shares of the TAPS.
(d) Upon the deposit of funds sufficient to redeem shares of any
Series of TAPS with the Paying Agent and the giving of the Notice of Redemption
to the Auction Agent under paragraph (b) of this Section 3, dividends on such
shares shall cease to accumulate and such shares shall no longer be deemed to be
Outstanding for any purpose (including, without limitation, for purposes of
calculating whether the Fund has maintained the requisite TAPS Basic Maintenance
Amount or the 1940 Act TAPS Asset Coverage), and all rights of the holder of the
shares so called for redemption shall cease and terminate, except the right of
such holder to receive the redemption price specified herein, but without any
interest or other additional amount. Such redemption price shall be paid by the
Paying Agent to the nominee of the Securities Depository. The Fund shall be
entitled to receive from the Paying Agent, promptly after the date fixed for
redemption, any cash deposited with the Paying Agent in excess of (i) the
aggregate redemption price of the shares of TAPS called for redemption on such
date and (ii) such
A-7
other amounts, if any, to which Holders of shares of each Series of TAPS called
for redemption may be entitled. Any funds so deposited that are unclaimed at the
end of two years from such redemption date shall, to the extent permitted by
law, be paid to the Fund, after which time the Holders of shares of TAPS so
called for redemption may look only to the Fund for payment of the redemption
price and all other amounts, if any, to which they may be entitled. The Fund
shall be entitled to receive, from time to time after the date fixed for
redemption, any interest earned on the funds so deposited.
(e) To the extent that any redemption for which Notice of Redemption
has been given is not made by reason of the absence of legally available funds
therefor, or is otherwise prohibited, such redemption shall be made as soon as
practicable to the extent such funds become legally available or such redemption
is no longer otherwise prohibited. Failure to redeem shares of any Series of
TAPS shall be deemed to exist at any time after the date specified for
redemption in a Notice of Redemption when the Fund shall have failed, for any
reason whatsoever, to deposit in trust with the Paying Agent the redemption
price with respect to any shares for which such Notice of Redemption has been
given. Notwithstanding the fact that the Fund may not have redeemed shares of
any Series of TAPS for which a Notice of Redemption has been given, dividends
may be declared and paid on shares of TAPS Series and shall include those shares
of TAPS for which Notice of Redemption has been given but for which deposit of
funds has not been made.
(f) All moneys paid to the Paying Agent for payment of the redemption
price of shares of any Series of TAPS called for redemption shall be held in
trust by the Paying Agent for the benefit of holders of shares so to be
redeemed.
(g) So long as any shares of any Series of TAPS are held of record by
the nominee of the Securities Depository, the redemption price for such shares
will be paid on the date fixed for redemption to the nominee of the Securities
Depository for distribution to Agent Members for distribution to the persons for
whom they are acting as agent.
(h) Except for the provisions described above, nothing contained in
this Statement limits any right of the Fund to purchase or otherwise acquire any
shares of each Series of TAPS outside of an Auction at any price, whether higher
or lower than the price that would be paid in connection with an optional or
mandatory redemption, so long as, at the time of any such purchase, there is no
arrearage in the payment of dividends on, or the mandatory or optional
redemption price with respect to, any shares of any Series of TAPS for which
Notice of Redemption has been given and the Fund is in compliance with the 1940
Act TAPS Asset Coverage and has Eligible Assets with an aggregate Discounted
Value at least equal to the TAPS Basic Maintenance Amount after giving effect to
such purchase or acquisition on the date thereof. Any shares which are
purchased, redeemed or otherwise acquired by the Fund shall have no voting
rights. If fewer than all the Outstanding shares of any Series of TAPS are
redeemed or otherwise acquired by the Fund, the Fund shall give notice of such
transaction to the Auction Agent, in accordance with the procedures agreed upon
by the Board of Trustees.
(i) In the case of any redemption pursuant to this Section 3, only
whole shares of TAPS shall be redeemed, and in the event that any provision of
the Declaration would require redemption of a fractional share, the Auction
Agent shall be authorized to round up so that only whole shares are redeemed.
(j) Notwithstanding anything herein to the contrary, including,
without limitation, Sections 2(e), 6(g) and 11 of Part I hereof, the Board of
Trustees may authorize, create or issue any class or series of shares of
beneficial interest, including other series of TAPS, ranking prior to or on a
parity with the TAPS with respect to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Fund, to the extent permitted by the 1940 Act, as amended, if,
upon issuance, either (A) the net proceeds from the sale of such shares of
beneficial interest (or such
A-8
portion thereof needed to redeem or repurchase the Outstanding TAPS) are
deposited with the Auction Agent in accordance with Section 3(d) of Part I
hereof, Notice of Redemption as contemplated by Section 3(b) of Part I hereof
has been delivered prior thereto or is sent promptly thereafter, and such
proceeds are used to redeem all Outstanding TAPS or (B) the Fund would meet the
1940 Act TAPS Asset Coverage, the TAPS Basic Maintenance Amount and the
requirements of Section 11 of Part I hereof.
4. Designation of Dividend Period.
(a) The initial Dividend Period for each Series of TAPS is as set
forth under "Designation" above. The Fund will designate the duration of
subsequent Dividend Periods of each Series of TAPS; provided, however, that no
such designation is necessary for a Standard Dividend Period and, provided
further, that any designation of a Special Dividend Period shall be effective
only if (i) notice thereof shall have been given as provided herein, (ii) any
failure to pay in a timely manner to the Auction Agent the full amount of any
dividend on, or the redemption price of, TAPS shall have been cured as provided
above, (iii) Sufficient Clearing Bids shall have existed in an Auction held on
the Auction Date immediately preceding the first day of such proposed Special
Dividend Period, (iv) if the Fund shall have mailed a Notice of Redemption with
respect to any shares, the redemption price with respect to such shares shall
have been deposited with the Paying Agent, and (v) in the case of the
designation of a Special Dividend Period, the Fund has confirmed that as of the
Auction Date next preceding the first day of such Special Dividend Period, it
has Eligible Assets with an aggregate Discounted Value at least equal to the
TAPS Basic Maintenance Amount, and the Fund has consulted with the
Broker-Dealers and has provided notice of such designation and a TAPS Basic
Maintenance Certificate to Moody's (if Moody's is then rating the TAPS), Fitch
(if Fitch is then rating the TAPS) and any Other Rating Agency which is then
rating the TAPS and so requires.
(b) If the Fund proposes to designate any Special Dividend Period, not
fewer than 7 (or two Business Days in the event the duration of the Dividend
Period prior to such Special Dividend Period is fewer than 8 days) nor more than
30 Business Days prior to the first day of such Special Dividend Period, notice
shall be (i) made by press release and (ii) communicated by the Fund by
telephonic or other means to the Auction Agent and confirmed in writing promptly
thereafter. Each such notice shall state (A) that the Fund proposes to exercise
its option to designate a succeeding Special Dividend Period, specifying the
first and last days thereof and (B) that the Fund will by 3:00 p.m., New York
City time, on the second Business Day next preceding the first day of such
Special Dividend Period, notify the Auction Agent, who will promptly notify the
Broker-Dealers, of either (x) its determination, subject to certain conditions,
to proceed with such Special Dividend Period, subject to the terms of any
Specific Redemption Provisions, or (y) its determination not to proceed with
such Special Dividend Period, in which latter event the succeeding Dividend
Period shall be a Standard Dividend Period.
No later than 3:00 p.m., New York City time, on the second Business Day
next preceding the first day of any proposed Special Dividend Period, the Fund
shall deliver to the Auction Agent, who will promptly deliver to the
Broker-Dealers and Existing Holders, either:
(i) a notice stating (A) that the Fund has determined to
designate the next succeeding Dividend Period as a Special Dividend Period,
specifying the first and last days thereof and (B) the terms of any
Specific Redemption Provisions; or
(ii) a notice stating that the Fund has determined not to
exercise its option to designate a Special Dividend Period.
If the Fund fails to deliver either such notice with respect to any designation
of any proposed Special Dividend Period to the Auction Agent or is unable to
make the confirmation provided in clause (v) of Paragraph (a) of this Section 4
by 3:00 p.m., New York City time, on the second Business Day next
A-9
preceding the first day of such proposed Special Dividend Period, the Fund shall
be deemed to have delivered a notice to the Auction Agent with respect to such
Dividend Period to the effect set forth in clause (ii) above, thereby resulting
in a Standard Dividend Period.
5. Restrictions on Transfer. Shares of a Series of TAPS may be transferred
only (a) pursuant to an order placed in an Auction, (b) to or through a
Broker-Dealer or (c) to the Fund or any Affiliate. Notwithstanding the
foregoing, a transfer other than pursuant to an Auction will not be effective
unless the selling Existing Holder or the Agent Member of such Existing Holder,
in the case of an Existing Holder whose shares are listed in its own name on the
books of the Auction Agent, or the Broker-Dealer or Agent Member of such
Broker-Dealer, in the case of a transfer between persons holding shares of TAPS
through different Broker-Dealers, advises the Auction Agent of such transfer.
The certificates representing the shares of a Series of TAPS issued to the
Securities Depository will bear legends with respect to the restrictions
described above and stop-transfer instructions will be issued to the Transfer
Agent and/or Registrar.
6. Voting Rights.
(a) Except as otherwise provided in the Declaration or as otherwise
required by applicable law, (i) each Holder of shares of any Series of TAPS
shall be entitled to one vote for each share of any Series of TAPS held on each
matter submitted to a vote of shareholders of the Fund, and (ii) the holders of
Outstanding shares of Preferred Shares, including each Series of TAPS, and
shares of Common Shares shall vote together as a single class on all matters
submitted to shareholders; provided, however, that, at any meeting of the
shareholders of the Fund held for the election of trustees, the holders of
Outstanding shares of Preferred Shares, including each Series of TAPS,
represented in person or by proxy at said meeting, shall be entitled, as a
class, to the exclusion of the holders of all other securities and classes of
shares of beneficial interest of the Fund, to elect two trustees of the Fund,
each share of Preferred Shares, including each Series of TAPS, entitling the
holder thereof to one vote. The identity of the nominees of such Trustees may be
fixed by the Board of Trustees. Subject to paragraph (b) of this Section 6, the
holders of Outstanding shares of Common Shares and Preferred Shares, including
each Series of TAPS, voting together as a single class, shall elect the balance
of the trustees.
(b) During any period in which any one or more of the conditions
described below shall exist (such period being referred to herein as a "Voting
Period"), the number of trustees constituting the Board of Trustees shall be
automatically increased by the smallest number that, when added to the two
trustees elected exclusively by the holders of shares of Preferred Shares,
including each Series of TAPS, would constitute a majority of the Board of
Trustees as so increased by such smallest number; and the holders of shares of
Preferred Shares, including each Series of TAPS, shall be entitled, voting as a
class on a one-vote-per-share basis (to the exclusion of the holders of all
other securities and classes of capital stock of the Fund), to elect such
smallest number of additional trustees, together with the two trustees that such
holders are in any event entitled to elect. A Voting Period shall commence:
(i) if at the close of business on any Dividend Payment Date
accumulated dividends (whether or not earned or declared) on Preferred
Shares equal to at least two full years' dividends shall be due and unpaid;
or
(ii) if at any time holders of any other shares of Preferred
Shares are entitled under the 1940 Act to elect a majority of the trustees
of the Fund.
Upon the termination of a Voting Period, the voting rights described in this
paragraph (b) of Section 6 shall cease, subject always, however, to the
revesting of such voting rights in the Holders of shares of Preferred Shares,
including each Series of TAPS, upon the further occurrence of any of the events
described in this paragraph (b) of Section 6.
A-10
(c) As soon as practicable after the accrual of any right of the
holders of shares of Preferred Shares, including each Series of TAPS, to elect
additional trustees as described in paragraph (b) of this Section 6, the Fund
shall notify the Auction Agent, and the Auction Agent shall call a special
meeting of such holders, by mailing a notice of such special meeting to such
holders, such meeting to be held not less than 10 nor more than 30 days after
the date of mailing of such notice. If the Fund fails to send such notice to the
Auction Agent or if the Auction Agent does not call such a special meeting, it
may be called by any such holder on like notice. The record date for determining
the holders entitled to notice of and to vote at such special meeting shall be
the close of business on the fifth Business Day preceding the day on which such
notice is mailed. At any such special meeting and at each meeting of holders of
shares of Preferred Shares, including each Series of TAPS, held during a Voting
Period at which trustees are to be elected, such holders, voting together as a
class (to the exclusion of the holders of all other securities and classes of
capital stock of the Fund), shall be entitled to elect the number of trustees
prescribed in paragraph (b) of this Section 6 on a one-vote-per-share basis.
(d) The terms of office of all persons who are trustees of the Fund at
the time of a special meeting of holders of the TAPS and holders of other
Preferred Shares to elect trustees shall continue, notwithstanding the election
at such meeting by the holders and such other holders of the number of trustees
that they are entitled to elect, and the persons so elected by such holders,
together with the two incumbent trustees elected by such holders and the
remaining incumbent trustees elected by the holders of the Common Shares and
Preferred Shares, shall constitute the duly elected trustees of the Fund.
(e) Simultaneously with the termination of a Voting Period, the terms
of office of the additional directors elected by the Holders of the TAPS and
holders of other Preferred Shares pursuant to paragraph (b) of this Section 6
shall terminate, the remaining trustees shall constitute the trustees of the
Fund and the voting rights of such holders to elect additional trustees pursuant
to paragraph (b) of this Section 6 shall cease, subject to the provisions of the
last sentence of paragraph (b) of this Section 6.
(f) So long as any of the shares of Preferred Shares, including each
Series of TAPS, are Outstanding, the Fund will not, without the affirmative vote
of the holders of a majority of the Outstanding shares of Preferred Shares
determined with reference to a "majority of outstanding voting securities" as
that term is defined in Section 2(a)(42) of the 1940 Act, voting as a separate
class, (i) amend, alter or repeal any of the preferences, rights or powers of
such class so as to affect materially and adversely such preferences, rights or
powers as defined in Section 6(g) below; (ii) increase the authorized number of
shares of Preferred Shares; (iii) create, authorize or issue shares of any class
of shares of beneficial interest ranking senior to or on a parity with the
Preferred Shares with respect to the payment of dividends or the distribution of
assets, or any securities convertible into, or warrants, options or similar
rights to purchase, acquire or receive, such shares of beneficial interest
ranking senior to or on a parity with the Preferred Shares or reclassify any
authorized shares of beneficial interest of the Fund into any shares ranking
senior to or on a parity with the Preferred Shares (except that, notwithstanding
the foregoing, but subject to the provisions of either Section 3(j) or 11, as
applicable, the Board of Trustees, without the vote or consent of the holders of
the Preferred Shares, may from time to time authorize, create and classify, and
the Fund may from time to time issue, shares or series of Preferred Shares,
including other series of TAPS, ranking on a parity with the TAPS with respect
to the payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up to the affairs of the Fund, and may authorize,
reclassify and/or issue any additional shares of each Series of TAPS, including
shares previously purchased or redeemed by the Fund, subject to continuing
compliance by the Fund with 1940 Act TAPS Asset Coverage and TAPS Basic
Maintenance Amount requirements); (iv) institute any proceedings to be
adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against it, or file a petition seeking or consenting
to reorganization or relief under any applicable federal or state law relating
to bankruptcy or insolvency, or consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Fund or a substantial
A-11
part of its property, or make any assignment for the benefit of creditors, or,
except as may be required by applicable law, admit in writing its inability to
pay its debts generally as they become due or take any corporate action in
furtherance of any such action; (v) create, incur or suffer to exist, or agree
to create, incur or suffer to exist, or consent to cause or permit in the future
(upon the happening of a contingency or otherwise) the creation, incurrence or
existence of any material lien, mortgage, pledge, charge, security interest,
security agreement, conditional sale or trust receipt or other material
encumbrance of any kind upon any of the Fund's assets as a whole, except (A)
liens the validity of which are being contested in good faith by appropriate
proceedings, (B) liens for taxes that are not then due and payable or that can
be paid thereafter without penalty, (C) liens, pledges, charges, security
interests, security agreements or other encumbrances arising in connection with
any indebtedness senior to the TAPS, (D) liens, pledges, charges, security
interests, security agreements or other encumbrances arising in connection with
any indebtedness permitted under clause (vi) below and (E) liens to secure
payment for services rendered including, without limitation, services rendered
by the Fund's custodian and the Auction Agent; or (vi) create, authorize, issue,
incur or suffer to exist any indebtedness for borrowed money or any direct or
indirect guarantee of such indebtedness for borrowed money or any direct or
indirect guarantee of such indebtedness, except the Fund may borrow as may be
permitted by the Fund's investment restrictions; provided, however, that
transfers of assets by the Fund subject to an obligation to repurchase shall not
be deemed to be indebtedness for purposes of this provision to the extent that
after any such transaction the Fund has Eligible Assets with an aggregate
Discounted Value at least equal to the TAPS Basic Maintenance Amount as of the
immediately preceding Valuation Date.
(g) The affirmative vote of the holders of a majority of the
Outstanding shares of Preferred Shares, including each Series of TAPS, voting as
a separate class, shall be required to approve any plan of reorganization (as
such term is used in the 1940 Act) adversely affecting such shares or any action
requiring a vote of security holders of the Fund under Section 13(a) of the 1940
Act. In the event a vote of holders of shares of Preferred Shares is required
pursuant to the provisions of Section 13(a) of the 1940 Act, the Fund shall, not
later than ten Business Days prior to the date on which such vote is to be
taken, notify Moody's (if Moody's is then rating TAPS, Fitch (if Fitch is then
rating the TAPS) and any Other Rating Agency which is then rating TAPS and which
so requires that such vote is to be taken and the nature of the action with
respect to which such vote is to be taken and shall, not later than ten Business
Days after the date on which such vote is taken, notify Moody's, Fitch and any
such Other Rating Agency, as applicable, of the results of such vote.
(h) The affirmative vote of the holders of a majority of the
Outstanding shares of Preferred Shares, including any Series of TAPS, voting
separately from any other series, shall be required with respect to any matter
that materially and adversely affects the rights, preferences, or powers of that
series in a manner different from that of other series of classes of the Fund's
shares of beneficial interest. For purposes of the foregoing, no matter shall be
deemed to adversely affect any right, preference or power unless such matter (i)
alters or abolishes any preferential right of such series; (ii) creates, alters
or abolishes any right in respect of redemption of such series; or (iii) creates
or alters (other than to abolish) any restriction on transfer applicable to such
series. The vote of holders of any shares described in this Section 6(i) will in
each case be in addition to a separate vote of the requisite percentage of
Common Shares and/or Preferred Shares necessary to authorize the action in
question.
(i) The Board of Trustees, without the vote or consent of any holder
of shares of Preferred Shares, including any Series of TAPS, or any other
shareholder of the Fund, may from time to time amend, alter or repeal any or all
of the definitions contained herein, add covenants and other obligations of the
Fund, or confirm the applicability of covenants and other obligations set forth
herein, all in connection with obtaining or maintaining the rating of Moody's
(if Moody's is then rating the TAPS), Fitch (if Fitch is then rating the TAPS)
and any other rating agency which is then rating the TAPS, and any such
amendment, alteration or repeal will not be deemed to affect the preferences,
rights
A-12
or powers of Preferred Shares, including TAPS, or the Holders thereof, provided
that the Board of Trustees receives written confirmation from Moody's, Fitch or
other rating agency, as applicable (with such confirmation in no event being
required to be obtained from a particular rating agency with respect to
definitions or other provisions relevant only to and adopted in connection with
another rating agency's rating of the any Series of TAPS) that any such
amendment, alteration or repeal would not adversely affect the rating then
assigned by such rating agency.
In addition, subject to compliance with applicable law, the Board of
Trustees may amend the definition of Maximum Rate to increase the percentage
amount by which the Reference Rate is multiplied to determine the Maximum Rate
shown therein without the vote or consent of the holders of the shares of the
Preferred Shares, including any Series of TAPS, or any other shareholder of the
Fund, and without receiving any confirmation from any rating agency after
consultation with the Broker-Dealers, provided that immediately following any
such increase the Fund would be in compliance with the TAPS Basic Maintenance
Amount.
(j) Unless otherwise required by law, holders of shares of any Series
of TAPS shall not have any relative rights or preferences or other special
rights other than those specifically set forth herein. The holders of shares of
any Series of TAPS shall have no rights to cumulative voting. In the event that
the Fund fails to pay any dividends on the shares of any Series of TAPS, the
exclusive remedy of the holders shall be the right to vote for trustees pursuant
to the provisions of this Section 6.
(k) The foregoing voting provisions will not apply with respect to any
Series of TAPS if, at or prior to the time when a vote is required, such shares
have been (i) redeemed or (ii) called for redemption and sufficient funds shall
have been deposited in trust to effect such redemption.
7. Liquidation Rights.
(a) Upon the dissolution, liquidation or winding up of the affairs of
the Fund, whether voluntary or involuntary, the holders of each Series of TAPS
then Outstanding, together with holders of shares of any class of stock ranking
on a parity with each Series of TAPS upon dissolution, liquidation or winding
up, shall be entitled to receive and to be paid out of the assets of the Fund
(or the proceeds thereof) available for distribution to its shareholders after
satisfaction of claims of creditors of the Fund an amount equal to the
liquidation preference with respect to such shares. The liquidation preference
for shares of each Series of TAPS shall be $25,000 per share, plus an amount
equal to all accumulated dividends thereon (whether or not earned or declared
but without interest) to the date payment of such distribution is made in full
or a sum sufficient for the payment thereof is set apart with the Paying Agent.
No redemption premium shall be paid upon any liquidation even if such redemption
premium would be paid upon optional or mandatory redemption of the relevant
shares.
(b) If, upon any such liquidation, dissolution or winding up of the
affairs of the Fund, whether voluntary or involuntary, the assets of the Fund
available for distribution among the holders of all outstanding Preferred
Shares, including the TAPS, shall be insufficient to permit the payment in full
to such holders of the amounts to which they are entitled, then such available
assets shall be distributed among the holders of all outstanding Preferred
Shares, including the TAPS, ratably in any such distribution of assets according
to the respective amounts which would be payable on all such shares if all
amounts thereon were paid in full.
(c) Upon the dissolution, liquidation or winding up of the affairs of
the Fund, whether voluntary or involuntary, until payment in full is made to the
holders of TAPS of the liquidation distribution to which they are entitled, no
dividend or other distribution shall be made to the holders of shares of Common
Shares or any other class of shares of beneficial interest of the Fund ranking
junior to TAPS upon dissolution, liquidation or winding up and no purchase,
redemption or other acquisition for
A-13
any consideration by the Fund shall be made in respect of the shares of Common
Shares or any other class of shares of beneficial interest of the Fund ranking
junior to TAPS upon dissolution, liquidation or winding up.
(d) A consolidation, reorganization or merger of the Fund with or into
any other trust or company, or a sale, lease or exchange of all or substantially
all of the assets of the Fund in consideration for the issuance of equity
securities of another trust or company shall not be deemed to be a liquidation,
dissolution or winding up, whether voluntary or involuntary, for the purposes of
this Section 7.
(e) After the payment to the Holders of Preferred Shares, including
TAPS, of the full preferential amounts provided for in this Section 7, the
holders of Preferred Shares, including TAPS, as such shall have no right or
claim to any of the remaining assets of the Fund.
(f) In the event the assets of the Fund or proceeds thereof available
for distribution to the Holders of TAPS, upon any dissolution, liquidation or
winding up of the affairs of the Fund, whether voluntary or involuntary, shall
be insufficient to pay in full all amounts to which such holders are entitled
pursuant to paragraph (a) of this Section 7, no such distribution shall be made
on account of any shares of any other class or series of Preferred Shares
ranking on a parity with TAPS unless proportionate distributive amounts shall be
paid on account of the shares of TAPS, ratably, in proportion to the full
distributable amounts to which holders of all such parity shares are entitled
upon such dissolution, liquidation or winding up.
(g) Subject to the rights of the holders of shares of any Series or
class or classes of stock ranking on a parity with TAPS with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Fund, after payment shall have been made in full to the holders
of the shares of TAPS as provided in paragraph (a) of this Section 7, but not
prior thereto, any other series or class or classes of stock ranking junior to
TAPS with respect to the distribution of assets upon dissolution, liquidation or
winding up of the affairs of the Fund shall, subject to any respective terms and
provisions (if any) applying thereto, be entitled to receive any and all assets
remaining to be paid or distributed, and the holders of the shares of TAPS shall
not be entitled to share therein.
8. Auction Agent. For so long as any shares of TAPS are Outstanding, the
Auction Agent, duly appointed by the Fund to so act, shall be in each case a
commercial bank, trust company or other financial institution independent of the
Fund and its Affiliates (which, however, may engage or have engaged in business
transactions with the Fund or its Affiliates) and at no time shall the Fund or
any of its Affiliates act as the Auction Agent in connection with the Auction
Procedures. If the Auction Agent resigns or for any reason its appointment is
terminated during any period that any shares of TAPS are Outstanding, the Fund
shall use its best efforts promptly thereafter to appoint another qualified
commercial bank, trust company or financial institution to act as the Auction
Agent.
9. 1940 Act TAPS Asset Coverage. The Fund shall maintain, as of the last
Business Day of each month in which any shares of the TAPS are Outstanding,
asset coverage with respect to the TAPS which is equal to or greater than the
1940 Act TAPS Asset Coverage; provided, however, that Section 3(a)(ii) shall be
the sole remedy in the event the Fund fails to do so.
10. TAPS Basic Maintenance Amount. So long as shares of the TAPS are
Outstanding and Moody's or any Other Rating Agency which so requires is then
rating the shares of the TAPS, the Fund shall maintain, as of each Valuation
Date, Moody's Eligible Assets (if Moody's is then rating the TAPS), Fitch
Eligible Assets (if Fitch is then rating the TAPS) and (if applicable) Other
Rating Agency Eligible Assets having an aggregate Discounted Value equal to or
greater than the TAPS Basic Maintenance
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Amount; provided, however, that Section 3(a)(ii) shall be the sole remedy in the
event the Fund fails to do so.
11. Certain Other Restrictions. For so long as any shares of TAPS are
Outstanding and Moody's, Fitch or any Other Rating Agency which so requires is
then rating such shares, the Fund will not, unless it has received written
confirmation from Moody's (if Moody's is then rating TAPS), Fitch Eligible
Assets (if Fitch is then rating the TAPS) and (if applicable) such Other Rating
Agency that any such action would not impair the rating then assigned by such
rating agency to a Series of TAPS, engage in any one or more of the following
transactions:
(a) purchase or sell futures contracts or options thereon with respect
to portfolio securities or write unsecured put or uncovered call options on
portfolio securities;
(b) issue additional shares or series of TAPS or any class or series
of shares ranking prior to or on a parity with TAPS with respect to the payment
of dividends or the distribution of assets upon dissolution, liquidation or
winding up of the Fund, or reissue any shares of TAPS Series M, T, W, TH and F
previously purchased or redeemed by the Fund;
(c) engage in any short sales of securities;
(d) lend portfolio securities; or
(e) merge or consolidate into or with any other corporation.
For purposes of valuation of Moody's Eligible Assets: (A) if the Fund
writes a call option, the underlying asset will be valued as follows: (1) if the
option is exchange-traded and may be offset readily or if the option expires
before the earliest possible redemption of TAPS, at the lower of the Discounted
Value of the underlying security of the option and the exercise price of the
option or (2) otherwise, it has no value; (B) if the Fund writes a put option,
the underlying asset will be valued as follows: the lesser of (1) exercise price
and (2) the Discounted Value of the underlying security; and (C) call or put
option contracts which the Fund buys have no value. For so long as TAPS is rated
by Moody's: (A) the Fund will not engage in options transactions for leveraging
or speculative purposes; (B) the Fund will not write or sell any anticipatory
contracts pursuant to which the Fund hedges the anticipated purchase of an asset
prior to completion of such purchase; (C) the Fund will not enter into an option
transaction with respect to portfolio securities unless, after giving effect
thereto, the Fund would continue to have Eligible Assets with an aggregate
Discounted Value equal to or greater than the TAPS Basic Maintenance Amount; (D)
the Fund will not enter into an option transaction with respect to portfolio
securities unless after giving effect to such transaction the Fund would
continue to be in compliance with the provisions relating to the TAPS Basic
Maintenance Amount; (E) for purposes of the TAPS Basic Maintenance Amount assets
in margin accounts are not Eligible Assets; (F) the Fund shall write only
exchange-traded options on exchanges approved by Moody's; (G) where delivery may
be made to the Fund with any of a class of securities, the Fund shall assume for
purposes of the TAPS Basic Maintenance Amount that it takes delivery of that
security which yields it the least value; (H) the Fund will not engage in
forward contracts; and (I) there shall be a quarterly audit made of the Fund's
options transactions by the Fund's independent accountants to confirm that the
Fund is in compliance with these standards.
12. Compliance Procedures for Asset Maintenance Tests. For so long as any
shares of TAPS are Outstanding and Moody's, Fitch or any Other Rating Agency
which so requires is then rating such shares:
(a) As of each Valuation Date, the Fund shall determine in accordance
with the procedures specified herein (i) the Market Value of each Eligible Asset
owned by the Fund on that date,
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(ii) the Discounted Value of each such Eligible Asset using the Discount
Factors, (iii) whether the TAPS Basic Maintenance Amount is met as of that date,
(iv) the value of the total assets of the Fund, less all liabilities, and (v)
whether the 1940 Act TAPS Asset Coverage is met as of that date.
(b) Upon any failure to maintain the required TAPS Basic Maintenance
Amount or 1940 Act TAPS Asset Coverage on any Valuation Date, the Fund may use
reasonable commercial efforts (including, without limitation, altering the
composition of its portfolio, purchasing shares of the TAPS outside of an
Auction or in the event of a failure to file a certificate on a timely basis,
submitting the requisite certificate), subject to the fiduciary obligations of
the Board of Trustees, to reattain (or certify in the case of a failure to file
on a timely basis, as the case may be) the required TAPS Basic Maintenance
Amount or 1940 Act TAPS Asset Coverage on or prior to the Asset Coverage Cure
Date.
(c) Compliance with the TAPS Basic Maintenance Amount and 1940 Act
TAPS Asset Coverage tests shall be determined with reference to those shares of
the TAPS which are deemed to be Outstanding hereunder.
(d) The Fund shall deliver to the Auction Agent and Moody's (if
Moody's is then rating TAPS), Fitch (if Fitch is then rating TAPS) and any other
rating agency which is then rating TAPS and when so requires a certificate which
sets forth a determination of items (i)-(iii) of paragraph (a) of this Section
12 (a "TAPS Basic Maintenance Certificate") as of (A) the Date of Original
Issue, (B) the last Valuation Date of each month, (C) any date requested by any
rating agency, (D) a Business Day on or before any Asset Coverage Cure Date
relating to the Fund's cure of a failure to meet the TAPS Basic Maintenance
Amount Test, (E) any day that Common Shares or Preferred Shares, including TAPS,
are redeemed and (F) any day the Eligible Assets have an aggregate discounted
value less than or equal to 115% of the TAPS Basic Maintenance Amount. Such TAPS
Basic Maintenance Certificate shall be delivered in the case of clause (i)(A) on
the Date of Original Issue and in the case of all other clauses above on or
before the seventh Business Day after the relevant Valuation Date or Asset
Coverage Cure Date.
(e) The Fund shall deliver to the Auction Agent, Moody's (if Moody's
is then rating TAPS), Fitch (if Fitch is then rating TAPS) and any Other Rating
Agency which is then rating TAPS and which so requires a certificate with
respect to the calculation of the 1940 Act TAPS Asset Coverage and the value of
the portfolio holdings of the Fund (a "1940 Act TAPS Asset Coverage
Certificate") (i) as of the Date of Original Issue, and (ii) as of (A) the last
Valuation Date of each quarter thereafter, and (B) as of the Business Day on or
before the Asset Coverage Cure Date relating to the failure to satisfy the 1940
Act TAPS Asset Coverage. Such 1940 Act TAPS Asset Coverage Certificate shall be
delivered in the case of clause (i) on the Date of Original Issue and in the
case of clause (ii) on or before the seventh Business Day after the relevant
Valuation Date or the Asset Coverage Cure Date. The certificates of (d) and (e)
of this Section 12 may be combined into a single certificate.
(f) Within ten Business Days of the Date of Original Issue, the Fund
shall deliver to the Auction Agent, Moody's (if Moody's is then rating TAPS)
Fitch (if Fitch is then rating TAPS) and any Other Rating Agency which is then
rating TAPS and which so requires a letter prepared by the Fund's independent
accountants (an "Accountant's Certificate") regarding the accuracy of the
calculations made by the Fund in the TAPS Basic Maintenance Certificate and the
1940 Act TAPS Asset Coverage Certificate required to be delivered by the Fund as
of the Date of Original Issue. Within ten Business Days after the last Valuation
Date of each fiscal quarter of the Fund on which an TAPS Basic Maintenance
Certificate is required to be delivered, the Fund will deliver to the Auction
Agent, Moody's (if Moody's is then rating TAPS), Fitch (if Fitch is then rating
the TAPS) and any Other Rating Agency which is then rating TAPS and which so
requires an Accountant's Certificate regarding the accuracy of the calculations
made by the Fund in such TAPS Basic Maintenance Certificate and in any other
TAPS
A-16
Basic Maintenance Certificate randomly selected by the Fund's independent
accountants during such fiscal quarter. Within ten Business Days after the last
Valuation Date of each fiscal quarter of the Fund on which a 1940 Act TAPS Asset
Coverage Certificate is required to be delivered, the Fund will deliver to the
Auction Agent, Moody's (if Moody's is then rating TAPS), Fitch (if Fitch is then
rating the TAPS) and any Other Rating Agency which is then rating TAPS and which
so requires an Accountant's Certificate regarding the accuracy of the
calculations made by the Fund in such 1940 Act TAPS Asset Coverage Certificate.
In addition, the Fund will deliver to the relevant persons specified in the
preceding sentence an Accountant's Certificate regarding the accuracy of the
calculations made by the Fund on each TAPS Basic Maintenance Certificate and
1940 Act TAPS Asset Coverage Certificate delivered pursuant to clause (iv) of
paragraph (d) or clause (ii)(B) of paragraph (e) of this Section 12, as the case
may be, within ten days after the relevant Asset Coverage Cure Date. If an
Accountant's Certificate delivered with respect to an Asset Coverage Cure Date
shows an error was made in the Fund's report with respect to such Asset Coverage
Cure Date, the calculation or determination made by the Fund's independent
accountants will be conclusive and binding on the Fund with respect to such
reports. If any other Accountant's Certificate shows that an error was made in
any such report, the calculation or determination made by the Fund's independent
accountants will be conclusive and binding on the Fund; provided, however, any
errors shown in the Accountant's Certificate filed on a quarterly basis shall
not be deemed to be a failure to maintain the TAPS Basic Maintenance Amount on
any prior Valuation Dates.
(g) The Accountant's Certificates referred to in paragraph (g) will
confirm, based upon the independent accountant's review, (i) the mathematical
accuracy of the calculations reflected in the related TAPS Basic Maintenance
Amount and 1940 Act TAPS Asset Coverage Certificates, as the case may be, and
(ii) that the Fund determined whether the Fund had, at such Valuation Date,
Eligible Assets with an aggregate Discounted Value at least equal to the Basic
Maintenance Amount in accordance with the Declaration.
(h) In the event that an TAPS Basic Maintenance Certificate or 1940
Act TAPS Asset Coverage Certificate with respect to an applicable Valuation Date
is not delivered within the time periods specified in this Section 12, the Fund
shall be deemed to have failed to maintain the TAPS Basic Maintenance Amount or
the 1940 Act TAPS Asset Coverage, as the case may be, on such Valuation Date for
purposes of Section 13(b). In the event that an TAPS Basic Maintenance
Certificate or 1940 Act TAPS Asset Coverage Certificate or the applicable
Accountant's Certificates with respect to an applicable Asset Coverage Cure Date
are not delivered within the time periods specified herein, the Fund shall be
deemed to have failed to have Eligible Assets with an aggregate Discounted Value
at least equal to the TAPS Basic Maintenance Amount or the 1940 TAPS Asset
Coverage, as the case may be, as of the related Valuation Date, and such failure
shall be deemed not to have been cured as of such Asset Coverage Cure Date for
purposes of the mandatory redemption provisions.
13. Notice. All notices or communications hereunder, unless otherwise
specified in this Statement, shall be sufficiently given if in writing and
delivered in person, by telecopier or mailed by first-class mail, postage
prepaid. Notices delivered pursuant to this Section 13 shall be deemed given on
the earlier of the date received or the date five days after which such notice
is mailed.
14. Waiver. Holders of at least two-thirds of the Outstanding shares of
TAPS, acting collectively, or each Series of TAPS acting as a separate series,
may waive any provision hereof intended for their respective benefit in
accordance with such procedures as may from time to time be established by the
Board of Trustees.
15. Termination. In the event that no shares of TAPS are Outstanding, all
rights and preferences of such shares established and designated hereunder shall
cease and terminate, and all obligations of the Fund under this Statement, shall
terminate.
A-17
16. Amendment. Subject to the provisions of this Statement, the Board of
Trustees may, by resolution duly adopted, without shareholder approval (except
as otherwise provided by this Statement or required by applicable law), amend
this Statement to (1) reflect any amendments hereto which the Board of Trustees
is entitled to adopt pursuant to the terms of this Statement without shareholder
approval or (2) add additional series of TAPS or additional shares of a series
of TAPs (and terms relating thereto) to the series and shares of TAPS
theretofore described thereon. All such additional shares shall be governed by
the terms of this Statement. To the extent permitted by applicable law, the
Board of Trustees may interpret, amend or adjust the provisions of this
Statement to resolve any inconsistency or ambiguity or to remedy any defect.
17. Definitions. As used in Part I and Part II of this Statement, the
following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:
(a) "'AA' Composite Commercial Paper Rate" on any date means (i) the
interest equivalent of the 7-day rate, in the case of a Dividend Period which is
a Standard Dividend Period or shorter; for Dividend Periods greater than 7 days
but fewer than or equal to 31 days, the 30-day rate; for Dividend Periods
greater than 31 days but fewer than or equal to 61 days, the 60-day rate; for
Dividend Periods greater than 61 days but fewer than or equal to 91 days, the
90-day rate; for Dividend Periods greater than 91 days but fewer than or equal
to 270 days, the rate described in (ii); for Dividend Periods greater than 270
days, the Treasury Index Rate; on commercial paper on behalf of issuers whose
corporate bonds are rated "AA" by S&P, or the equivalent of such rating by
another nationally recognized rating agency, as announced by the Federal Reserve
Bank of New York for the close of business on the Business Day immediately
preceding such date; or (ii) if the Federal Reserve Bank of New York does not
make available such a rate, then the arithmetic average of the interest
equivalent of such rates on commercial paper placed on behalf of such issuers,
as quoted on a discount basis or otherwise by the Commercial Paper Dealers to
the Auction Agent for the close of business on the Business Day immediately
preceding such date (rounded to the next highest .001 of 1%). If any Commercial
Paper Dealer does not quote a rate required to determine the "AA" Composite
Commercial Paper Rate, such rate shall be determined on the basis of the
quotations (or quotation) furnished by the remaining Commercial Paper Dealers
(or Dealer), if any, or, if there are no such Commercial Paper Dealers, by the
Auction Agent. For purposes of this definition, (A) "Commercial Paper Dealers"
shall mean (1) Solomon Smith Barney Inc., Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co.; (2) in lieu of any
thereof, its respective Affiliate or successor; and (3) in the event that any of
the foregoing shall cease to quote rates for commercial paper of issuers of the
sort described above, in substitution therefore, a nationally recognized dealer
in commercial paper of such issuers then making such quotations selected by the
Corporation, and (B) "interest equivalent" of a rate stated on a discount basis
for commercial paper of a given number of days' maturity shall mean a number
equal to the quotient (rounded upward to the next higher one-thousandth of 1%)
of (1) such rate expressed as a decimal, divided by (2) the difference between
(x) 1.00 and (y) a fraction, the numerator of which shall be the product of such
rate expressed as a decimal, multiplied by the number of days in which such
commercial paper shall mature and the denominator of which shall be 360.
(b) "Accountant's Certificate" has the meaning set forth in Section
12(g) of this Part I.
(c) "Affiliate" means any person controlled by, in control of or under
common control with the Fund; provided that no Broker-Dealer controlled by, in
control of or under common control with the Fund shall be deemed to be an
Affiliate nor shall any corporation or any person controlled by, in control of
or under common control with such corporation one of the trustees, directors
A-18
or executive officers of which is also a trustee of the Fund be deemed to be an
Affiliate solely because such trustee, director or executive officer is also a
trustee of the Fund.
(d) "Agent Member" means a member of or participant in the Securities
Depository that will act on behalf of a Bidder.
(e) "All Hold Rate" means 80% of the "AA" Composite Commercial Paper
Rate.
(f) "Applicable Rate" means, with respect to each Series of TAPS for
each Dividend Period (i) if Sufficient Clearing Orders exist for the Auction in
respect thereof, the Winning Bid Rate, (ii) if Sufficient Clearing Orders do not
exist for the Auction in respect thereof, the Maximum Applicable Rate and (iii)
in the case where all the shares of TAPS are the subject of Hold Orders for the
Auction in respect thereof, the All Hold Rate.
(g) "Asset Coverage Cure Date" has the meaning set forth in Section
3(a)(ii).
(h) "Auction" means each periodic operation of the procedures set
forth under "Auction Procedures."
(i) "Auction Agent" means The Bank of New York unless and until
another commercial bank, trust company, or other financial institution appointed
by a resolution of the Board of Trustees enters into an agreement with the Fund
to follow the Auction Procedures for the purpose of determining the Applicable
Rate.
(j) "Auction Date" means the first Business Day next preceding the
first day of a Dividend Period for each Series of TAPS.
(k) "Auction Procedures" means the procedures for conducting Auctions
set forth in Part II hereof.
(l) "Beneficial Owner," with respect to shares of each Series of TAPS,
means a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer (or, if applicable, the Auction Agent) as a holder of shares of
such series.
(m) "Bid" shall have the meaning specified in paragraph (a) of Section
1 of Part II of this Statement.
(n) "Bidder" shall have the meaning specified in paragraph (a) of
Section 1 of Part II of this Statement; provided, however, that neither the Fund
nor any affiliate thereof shall be permitted to be a Bidder in an Auction,
except that any Broker-Dealer that is an affiliate of the Fund may be a Bidder
in an Auction, but only if the Orders placed by such Broker-Dealer are not for
its own account.
(o) "Board of Trustees" or "Board" means the Board of Trustees of the
Fund or any duly authorized committee thereof as permitted by applicable law.
(p) "Broker-Dealer" means any broker-dealer or broker-dealers, or
other entity permitted by law to perform the functions required of a
Broker-Dealer by the Auction Procedures, that has been selected by the Fund and
has entered into a Broker-Dealer Agreement that remains effective.
(q) "Broker-Dealer Agreement" means an agreement among the Auction
Agent and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to follow
the Auction Procedures.
A-19
(r) "Business Day" means a day on which the New York Stock Exchange is
open for trading and which is not a Saturday, Sunday or other day on which banks
in the City of New York, New York are authorized or obligated by law to close.
(s) "Code" means the Internal Revenue Code of 1986, as amended.
(t) "Commercial Paper Dealers" has the meaning set forth in the
definition of AA Composite Commercial Paper Rate.
(u) "Commission" means the Securities and Exchange Commission.
(v) "Common Share" means the shares of beneficial interest, par value
$.01 per share, of the Fund.
(w) "Date of Original Issue" means the date on which a Series of TAPS
is originally issued by the Fund.
(x) "Default" has the meaning set forth in Section 2(c) (ii) of this
Part I.
(y) "Default Period" has the meaning set forth in Section 2(c)(ii) of
this Part I.
(z) "Default Rate" means the Reference Rate multiplied by three (3).
(aa) "Deposit Securities" means cash and any obligations or
securities, including Short Term Money Market Instruments that are Eligible
Assets, rated at least AAA, A-2 or SP-2 by S&P, except that, for purposes of
section 3(a)(i) of this Part I, such obligations or securities shall be
considered "Deposit Securities" only if they are also rated at least P-2 by
Moody's.
(bb) "Discount Factor" means the Moody's Discount Factor (if Moody's
is then rating the TAPS), Fitch Discount Factor (if Fitch is then rating the
TAPS) or any Other Rating Agency Discount Factor.
(cc) "Discounted Value" means the quotient of the Market Value of an
Eligible Asset divided by the applicable Discount Factor.
(dd) "Dividend Default" has the meaning set forth in Section 2(c)(ii)
of this Part I.
(ee) "Dividend Payment Date" with respect to a Series of TAPS means
any date on which dividends are payable pursuant to Section 2(b) of this Part I.
(ff) "Dividend Period" means, with respect to a Series of TAPS, the
period commencing on the Date of Original Issue thereof and ending on the date
specified for such series on the Date of Original Issue thereof and thereafter,
as to such series, the period commencing on the day following each Dividend
Period for such series and ending on the day established for such series by the
Fund.
(gg) "Eligible Assets" means Moody's Eligible Assets or Fitch's
Eligible Assets (if Moody's or Fitch are then rating the TAPS) and/or Other
Rating Agency Eligible Assets, whichever is applicable.
(hh) "Existing Holder," with respect to shares of a series of TAPS,
shall mean a Broker-Dealer (or any such other Person as may be permitted by the
Fund) that is listed on the records of the Auction Agent as a holder of shares
of such series.
A-20
(ii) "Fitch" means Fitch, Inc. and its successors at law.
(jj) "Fitch's Discount Factor" means the discount factors set forth in
the Fitch Guidelines for use in calculating the Discounted Value of the Fund's
assets in connection with Fitch's ratings of TAPS.
(kk) "Fitch Eligible Assets" means assets of the Fund set forth in the
Fitch Guidelines as eligible for inclusion in calculating the Discounted Value
of the Fund's assets in connection with Fitch's ratings of TAPS.
(ll) "Fitch Guidelines" means the guidelines provided by Fitch, as may
be amended from time to time by Fitch, in connection with Fitch's ratings of
TAPS.
(mm) "Holder" means, with respect to TAPS, the registered holder of
shares of each Series of TAPS as the same appears on the share ledger or share
records of the Fund.
(nn) "Hold Order" shall have the meaning specified in paragraph (a) of
Section 1 of Part II of this Statement.
(oo) "Mandatory Redemption Date" has the meaning set forth in Section
3(a)(iii) of this Part I.
(pp) "Mandatory Redemption Price" has the meaning set forth in Section
3(a)(iii) of this Part I.
(qq) "Market Value" means the market value of the assets of the Fund
as computed in accordance with the Fund's pricing procedures adopted by the
Board of the Fund in connection with valuing the Fund's assets.
(rr) "Maximum Rate" means, on any date on which the Applicable Rate is
determined, the rate equal to 150% of the applicable Reference Rate, subject to
upward but not downward adjustment in the discretion of the Board of Trustees
after consultation with the Broker-Dealers, provided that immediately following
any such increase the Fund would be in compliance with the TAPS Basic
Maintenance Amount.
(ss) "Minimum Rate" means, on any Auction Date with respect to a
Dividend Period of 28 days or fewer, 70% of the AA Composite Commercial Paper
Rate at the close of business on the Business Day next preceding such Auction
Date. There shall be no Minimum Rate on any Auction Date with respect to a
Dividend Period of more than the Standard Dividend Period.
(tt) "Moody's" means Moody's Investors Service, Inc. and its
successors at law.
(uu) "Moody's Discount Factor" means the discount factors set forth in
the Moody's Guidelines for use in calculating the Discounted Value of the Fund's
assets in connection with Moody's ratings of TAPS.
A-21
(vv) "Moody's Eligible Asset" means assets of the Fund set forth in
the Moody's Guidelines as eligible for inclusion in calculating the Discounted
Value of the Fund's assets in connection with Moody's ratings of TAPS.
(ww) "Moody's Guidelines" means the guidelines provided by Moody's, as
may be amended from time to time by Moody's, in connection with Moody's ratings
of TAPS.
(xx) "1940 Act TAPS Asset Coverage" means asset coverage, as
determined in accordance with Section 18(h) of the 1940 Act, of at least 200%
with respect to all outstanding senior securities of the Fund which are stock,
including all Outstanding TAPS (or such other asset coverage as may in the
future be specified in or under the 1940 Act as the minimum asset coverage for
senior securities which are stock of a closed-end investment company as a
condition of declaring dividends on its common shares), determined on the basis
of values calculated as of a time within 48 hours next preceding the time of
such determination.
(yy) "1940 Act" means the Investment Company Act of 1940, as amended
from time to time.
(zz) "1940 Act TAPS Asset Coverage Certificate" means the certificate
required to be delivered by the Fund pursuant to Section 12(e) of this Part I.
(aaa) "Notice of Redemption" means any notice with respect to the
redemption of shares of TAPS pursuant to Section 3 of this Part I.
(bbb) "Order" shall have the meaning specified in paragraph (a) of
Section 1 of Part II of this Statement.
(ccc) "Other Rating Agency" means any rating agency other than Moody's
or Fitch then providing a rating for the TAPS pursuant to the request of the
Fund.
(ddd) "Other Rating Agency Discount Factor" means the discount factors
set forth in the Other Rating Agency Guidelines of each Other Rating Agency for
use in calculating the Discounted Value of the Fund's assets in connection with
the Other Rating Agency's ratings of TAPS.
(eee) "Other Rating Agency Eligible Assets" means assets of the Fund
set forth in the Other Rating Agency Guidelines of each Other Rating Agency as
eligible for inclusion in calculating the Discounted Value of the Fund's assets
in connection with the Other Rating Agency's ratings of TAPS.
(fff) "Other Rating Agency Guidelines" means the guidelines provided
by each Other Rating Agency, as may be amended from time to time by an Other
Rating Agency, in connection with the Other Rating Agency's ratings of TAPS.
(ggg) "Other Real Estate Companies" means companies which generally
derive at least 50% of their revenue from real estate or have at least 50% of
their assets in real estate, but not including REITS.
(hhh) "Outstanding" or "outstanding" means, as of any date, shares of
TAPS theretofore issued by the Fund except, without duplication, (i) any shares
of TAPS theretofore canceled, redeemed or repurchased by the Fund, or delivered
to the Auction Agent for cancellation or with respect to which the Fund has
given notice of redemption and irrevocably deposited with the Paying Agent
sufficient funds to redeem such shares of TAPS and (ii) any shares of TAPS
represented by any certificate in lieu of which a new certificate has been
executed and delivered by the Fund. Notwithstanding the
A-22
foregoing, (A) for purposes of voting rights (including the determination of the
number of shares required to constitute a quorum), any shares of the TAPS to
which the Fund or any Affiliate of the Fund shall be the Existing Holder shall
be disregarded and not deemed Outstanding; (B) in connection with any Auction,
any shares of a Series of TAPS as to which the Fund or any person known to the
Auction Agent to be an Affiliate of the Fund shall be the Existing Holder
thereof shall be disregarded and deemed not to be Outstanding; and (C) for
purposes of determining the TAPS Basic Maintenance Amount, shares of TAPS held
by the Fund shall be disregarded and not deemed Outstanding but shares held by
any Affiliate of the Fund shall be deemed Outstanding.
(iii) "Paying Agent" means The Bank of New York unless and until
another entity appointed by a resolution of the Board of Trustees enters into an
agreement with the Fund to serve as paying agent, which paying agent may be the
same as the Auction Agent.
(jjj) "Person" or "person" means and includes an individual, a
partnership, a Fund, a trust, an unincorporated association, a joint venture or
other entity or a government or any agency or political subdivision thereof.
(kkk) "Potential Beneficial Owner," with respect to shares of a series
of TAPS, shall mean a customer of a Broker-Dealer that is not a Beneficial Owner
of shares of such series but that wishes to purchase shares of such series, or
that is a Beneficial Owner of shares of such series that wishes to purchase
additional shares of such series.
(lll) "Preferred Share" means the preferred shares of beneficial
interest, par value $.01 per share, including the TAPS, of the Fund from time to
time.
(mmm) "Rating Agency" means each of Fitch (if Fitch is then rating
TAPS), Moody's (if Moody's is then rating TAPS) and any Other Rating Agency.
(nnn) "Rating Agency Guidelines" means Fitch Guidelines (if Fitch is
then rating TAPS), Moody's Guidelines (if Moody's is then rating TAPS) and any
Other Rating Agency Guidelines.
(ooo) "Redemption Default" has the meaning set forth in Section
2(c)(ii) of this Part I.
(ppp) "Redemption Price" has the meaning set forth in Section 3(a)(i)
of this Part I.
(qqq) "Reference Rate" means, with respect to the determination of the
Maximum Rate and Default Rate, the applicable AA Composite Commercial Paper Rate
(for a Dividend Period of fewer than 184 days) or the applicable Treasury Index
Rate (for a Dividend Period of 184 days or more).
(rrr) "REIT" or real estate investment trust, means a company
dedicated to owning, and usually operating, income producing real estate, or to
financing real estate.
(sss) "Securities Act" means the Securities Act of 1933, as amended
from time to time.
(ttt) "Securities Depository" means The Depository Trust Company and
its successors and assigns or any successor securities depository selected by
the Fund that agrees to follow the procedures required to be followed by such
securities depository in connection with the shares of TAPS Series M, T, W, TH
and F.
(uuu) "Sell Order" shall have the meaning specified in paragraph (a)
of Section 1 of Part II of this Statement.
A-23
(vvv) "Short-Term Money Market Instrument" means the following types
of instruments if, on the date of purchase or other acquisition thereof by the
Fund, the remaining term to maturity thereof is not in excess of 180 days:
(i) commercial paper rated A-1 if such commercial paper matures
in 30 days or A-1+ if such commercial paper matures in over 30 days;
(ii) demand or time deposits in, and banker's acceptances and
certificates of deposit of (A) a depository institution or trust company
incorporated under the laws of the United States of America or any state
thereof or the District of Columbia or (B) a United States branch office or
agency of a foreign depository institution (provided that such branch
office or agency is subject to banking regulation under the laws of the
United States, any state thereof or the District of Columbia);
(iii) overnight funds; and
(iv) U.S. Government Securities.
(www) "Special Dividend Period" means a Dividend Period that is not a
Standard Dividend Period.
(xxx) "Specific Redemption Provisions" means, with respect to any
Special Dividend Period of more than one year, either, or any combination of (i)
a period (a "Non-Call Period") determined by the Board of Trustees after
consultation with the Broker-Dealers, during which the shares subject to such
Special Dividend Period are not subject to redemption at the option of the Fund
pursuant to Section 3(a)(ii) and (ii) a period (a "Premium Call Period"),
consisting of a number of whole years as determined by the Board of Trustees
after consultation with the Broker-Dealers, during each year of which the shares
subject to such Special Dividend Period shall be redeemable at the Fund's option
pursuant to Section 3(a)(i) and/or in connection with any mandatory redemption
pursuant to Section 3(a)(ii) at a price per share equal to $25,000 plus
accumulated but unpaid dividends plus a premium expressed as a percentage or
percentages of $25,000 or expressed as a formula using specified variables as
determined by the Board of Trustees after consultation with the Broker-Dealers.
(yyy) "Standard Dividend Period" means a Dividend Period of 7 days.
(zzz) "Submission Deadline" means 12:30 P.M., New York City time, on
any Auction Date or such other time on any Auction Date by which Broker-Dealers
are required to submit Orders to the Auction Agent as specified by the Auction
Agent from time to time.
(aaaa) "Submitted Bid" shall have the meaning specified in paragraph
(a) of Section 3 of Part II of this Statement.
(bbbb) "Submitted Hold Order" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of this Statement.
(cccc) "Submitted Order" shall have the meaning specified in paragraph
(a) of Section 3 of Part II of this Statement.
(dddd) "Submitted Sell Order" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of this Statement.
A-24
(eeee) "Sufficient Clearing Bids" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of this Statement.
(ffff) "TAPS" means Taxable Auctioned Preferred Shares, liquidation
preference $25,000 per share.
(gggg) "TAPS Basic Maintenance Amount" as of any Valuation Date has
the meaning set forth in the Rating Agency Guidelines.
(hhhh) "TAPS Basic Maintenance Certificate" has the meaning set forth
in Section 12(d) of this Part I.
(iiii) "TAPS Series M, T, W, TH and F" means the shares of Series M,
T, W, TH and F of the TAPS or any other shares of Preferred Stock hereinafter
designated as shares of Series M, T, W, TH and F of the TAPS.
(jjjj) "Treasury Index Rate" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities having
the same number of 30-day periods to maturity as the length of the applicable
Dividend Period, determined, to the extent necessary, by linear interpolation
based upon the yield for such securities having the next shorter and next longer
number of 30-day periods to maturity treating all Dividend Periods with a length
greater than the longest maturity for such securities as having a length equal
to such longest maturity, in all cases based upon data set forth in the most
recent weekly statistical release published by the Board of Governors of the
Federal Reserve System (currently in H.15(519)); provided, however, if the most
recent such statistical release shall not have been published during the 15 days
preceding the date of computation, the foregoing computations shall be based
upon the average of comparable data as quoted to the Fund by at least three
recognized dealers in U.S. Government securities selected by the Fund.
(kkkk) "Valuation Date" means every Friday, or, if such day is not a
Business Day, the next preceding Business Day; provided, however, that the first
Valuation Date may occur on any other date established by the Fund; provided,
further, however, that such date shall be not more than one week from the date
on which TAPS Series M, T, W, TH and F initially is issued.
(llll) "Winning Bid Rate" has the meaning set forth in Section
3(a)(iii) of Part II of this Statement.
18. Interpretation. References to sections, subsections, clauses,
sub-clauses, paragraphs and subparagraphs are to such sections, subsections,
clauses, sub-clauses, paragraphs and subparagraphs contained in this Part I or
Part II hereof, as the case may be, unless specifically identified otherwise.
PART II: AUCTION PROCEDURES
1. Orders
(a) Prior to the Submission Deadline on each Auction Date for shares
of a series of TAPS:
(i) each Beneficial Owner of shares of such series may submit to
its Broker-Dealer by telephone or otherwise information as to:
(A) the number of Outstanding shares, if any, of such series
held by such Beneficial Owner which such Beneficial Owner desires to
continue to hold without
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regard to the Applicable Rate for shares of such series for the next
succeeding Dividend Period of such shares;
(B) the number of Outstanding shares, if any, of such series
held by such Beneficial Owner which such Beneficial Owner offers to
sell if the Applicable Rate for shares of such series for the next
succeeding Dividend Period of shares of such series shall be less than
the rate per annum specified by such Beneficial Owner; and/or
(C) the number of Outstanding shares, if any, of such series
held by such Beneficial Owner which such Beneficial Owner offers to
sell without regard to the Applicable Rate for shares of such series
for the next succeeding Dividend Period of shares of such series;
and
(ii) one or more Broker-Dealers, using lists of Potential
Beneficial Owners, shall in good faith for the purpose of conducting a
competitive Auction in a commercially reasonable manner, contact Potential
Beneficial Owners (by telephone or otherwise), including Persons that are
not Beneficial Owners, on such lists to determine the number of shares, if
any, of such series which each such Potential Beneficial Owner offers to
purchase if the Applicable Rate for shares of such series for the next
succeeding Dividend Period of shares of such series shall not be less than
the rate per annum specified by such Potential Beneficial Owner.
For the purposes hereof, the communication by a Beneficial Owner or
Potential Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the
Auction Agent, of information referred to in clause (i) (A) (i), (B), (i) (C) or
(ii) of this paragraph (a) is hereinafter referred to as an "Order" and
collectively as "Orders" and each Beneficial Owner and each Potential Beneficial
Owner placing an Order with a Broker-Dealer, and such Broker-Dealer placing an
Order with the Auction Agent, is hereinafter referred to as a "Bidder" and
collectively as "Bidders"; an Order containing the information referred to in
clause (i)(A) of this paragraph (a) is hereinafter referred to as a "Hold Order"
and collectively as "Hold Orders"; an Order containing the information referred
to in clause (i)(B) or (ii) of this paragraph (a) is hereinafter referred to as
a "Bid" and collectively as "Bids"; and an Order containing the information
referred to in clause (i)(C) of this paragraph (a) is hereinafter referred to as
a "Sell Order" and collectively as "Sell Orders."
(b)(i) A Bid by a Beneficial Owner or an Existing Holder of
shares of a series of TAPS subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:
(A) the number of Outstanding shares of such series
specified in such Bid if the Applicable Rate for shares of such series
determined on such Auction Date shall be less than the rate specified
therein;
(B) such number or a lesser number of Outstanding shares of
such series to be determined as set forth in clause (iv) of paragraph
(a) of Section 4 of this Part II if the Applicable Rate for shares of
such series determined on such Auction Date shall be equal to the rate
specified therein; or
(C) the number of Outstanding shares of such series
specified in such Bid if the rate specified therein shall be higher
than the Maximum Rate for shares of such series, or such number or a
lesser number of Outstanding shares of such series to be determined as
set forth in clause (iii) of paragraph (b) of Section 4 of this Part
II if the
A-26
rate specified therein shall be higher than the Maximum Rate for
shares of such series and Sufficient Clearing Bids for shares of such
series do not exist.
(ii) A Sell Order by a Beneficial Owner or an Existing Holder of
shares of a series of TAPS subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:
(A) the number of Outstanding shares of such series
specified in such Sell Order; or
(B) such number or a lesser number of Outstanding shares of
such series as set forth in clause (iii) of paragraph (b) of Section 4
of this Part II if Sufficient Clearing Bids for shares of such series
do not exist;
PROVIDED, HOWEVER, that a Broker-Dealer that is an Existing Holder with respect
to shares of a series of TAPS shall not be liable to any Person for failing to
sell such shares pursuant to a Sell Order described in the proviso to paragraph
(c) of Section 2 of this Part II if (1) such shares were transferred by the
Beneficial Owner thereof without compliance by such Beneficial Owner or its
transferee Broker-Dealer (or other transferee person, if permitted by the Fund)
with the provisions of Section 7 of this Part II or (2) such Broker-Dealer has
informed the Auction Agent pursuant to the terms of its Broker-Dealer Agreement
that, according to such Broker-Dealer's records, such Broker-Dealer believes it
is not the Existing Holder of such shares.
(iii) A Bid by a Potential Beneficial Holder or a Potential
Holder of shares of a series of TAPS subject to an Auction on any Auction
Date shall constitute an irrevocable offer to purchase:
(A) the number of Outstanding shares of such series
specified in such Bid if the Applicable Rate for shares of such series
determined on such Auction Date shall be higher than the rate
specified therein; or
(B) such number or a lesser number of Outstanding shares of
such series as set forth in clause (v) of paragraph (a) of Section 4
of this Part II if the Applicable Rate for shares of such series
determined on such Auction Date shall be equal to the rate specified
therein.
(c) No Order for any number of shares of TAPS other than whole shares
shall be valid.
2. Submission of Orders by Broker-Dealers to Auction Agent
(a) Each Broker-Dealer shall submit in writing to the Auction Agent
prior to the Submission Deadline on each Auction Date all Orders for shares of
TAPS of a series subject to an Auction on such Auction Date obtained by such
Broker-Dealer, designating itself (unless otherwise permitted by the Fund) as an
Existing Holder in respect of shares subject to Orders submitted or deemed
submitted to it by Beneficial Owners and as a Potential Holder in respect of
shares subject to Orders submitted to it by Potential Beneficial Owners, and
shall specify with respect to each Order for such shares:
(i) the name of the Bidder placing such Order (which shall be the
Broker-Dealer unless otherwise permitted by the Fund);
A-27
(ii) the aggregate number of shares of such series that are the
subject of such Order;
(iii) to the extent that such Bidder is an Existing Holder of
shares of such series:
(A) the number of shares, if any, of such series subject to
any Hold Order of such Existing Holder;
(B) the number of shares, if any, of such series subject to
any Bid of such Existing Holder and the rate specified in such Bid;
and
(C) the number of shares, if any, of such series subject to
any Sell Order of such Existing Holder; and
(iv) to the extent such Bidder is a Potential Holder of shares of
such series, the rate and number of shares of such series specified in such
Potential Holder's Bid.
(b) If any rate specified in any Bid contains more than three figures
to the right of the decimal point, the Auction Agent shall round such rate up to
the next highest one thousandth (.001) of 1%.
(c) If an Order or Orders covering all of the Outstanding shares of
TAPS of a series held by any Existing Holder is not submitted to the Auction
Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold
Order to have been submitted by or on behalf of such Existing Holder covering
the number of Outstanding shares of such series held by such Existing Holder and
not subject to Orders submitted to the Auction Agent; provided, however, that if
an Order or Orders covering all of the Outstanding shares of such series held by
any Existing Holder is not submitted to the Auction Agent prior to the
Submission Deadline for an Auction relating to a Special Dividend Period
consisting of more than 28 Dividend Period Days, the Auction Agent shall deem a
Sell Order to have been submitted by or on behalf of such Existing Holder
covering the number of outstanding shares of such series held by such Existing
Holder and not subject to Orders submitted to the Auction Agent.
(d) If one or more Orders of an Existing Holder is submitted to the
Auction Agent covering in the aggregate more than the number of Outstanding
shares of TAPS of a series subject to an Auction held by such Existing Holder,
such Orders shall be considered valid in the following order of priority:
(i) all Hold Orders for shares of such series shall be considered
valid, but only up to and including in the aggregate the number of
Outstanding shares of such series held by such Existing Holder, and if the
number of shares of such series subject to such Hold Orders exceeds the
number of Outstanding shares of such series held by such Existing Holder,
the number of shares subject to each such Hold Order shall be reduced pro
rata to cover the number of Outstanding shares of such series held by such
Existing Holder;
(ii) (A) any Bid for shares of such series shall be
considered valid up to and including the excess of the number of
Outstanding shares of such series held by such Existing Holder over
the number of shares of such series subject to any Hold Orders
referred to in clause (i) above;
(B) subject to subclause (A), if more than one Bid of an
Existing Holder for shares of such series is submitted to the Auction
Agent with the same rate and
A-28
the number of Outstanding shares of such series subject to such Bids
is greater than such excess, such Bids shall be considered valid up to
and including the amount of such excess, and the number of shares of
such series subject to each Bid with the same rate shall be reduced
pro rata to cover the number of shares of such series equal to such
excess;
(C) subject to subclauses (A) and (B), if more than one Bid
of an Existing Holder for shares of such series is submitted to the
Auction Agent with different rates, such Bids shall be considered
valid in the ascending order of their respective rates up to and
including the amount of such excess; and
(D) in any such event, the number, if any, of such
Outstanding shares of such series subject to any portion of Bids
considered not valid in whole or in part under this clause (ii) shall
be treated as the subject of a Bid for shares of such series by or on
behalf of a Potential Holder at the rate therein specified; and
(iii) all Sell Orders for shares of such series shall be
considered valid up to and including the excess of the number of
Outstanding shares of such series held by such Existing Holder over the sum
of shares of such series subject to valid Hold Orders referred to in clause
(i) above and valid Bids referred to in clause (ii) above.
(e) If more than one Bid for one or more shares of a series of TAPS is
submitted to the Auction Agent by or on behalf of any Potential Holder, each
such Bid submitted shall be a separate Bid with the rate and number of shares
therein specified.
(f) Any Order submitted by a Beneficial Owner or a Potential
Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction
Agent, prior to the Submission Deadline on any Auction Date, shall be
irrevocable.
3. Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate
(a) Not earlier than the Submission Deadline on each Auction Date for
shares of a series of TAPS, the Auction Agent shall assemble all valid Orders
submitted or deemed submitted to it by the Broker-Dealers in respect of shares
of such series (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as
a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted
Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders")
and shall determine for such series:
(i) the excess of the number of Outstanding shares of such series
over the number of Outstanding shares of such series subject to Submitted
Hold Orders (such excess being hereinafter referred to as the "Available
TAPS" of such series);
(ii) from the Submitted Orders for shares of such series whether:
(A) the number of Outstanding shares of such series subject
to Submitted Bids of Potential Holders specifying one or more rates
between the Minimum Rate (for Standard Dividend Periods or less, only)
and the Maximum Rate (for all Dividend Periods) for shares of such
series;
exceeds or is equal to the sum of:
A-29
(B) the number of Outstanding shares of such series subject
to Submitted Bids of Existing Holders specifying one or more rates
between the Minimum Rate (for Standard Dividend Periods or less, only)
and the Maximum Rate (for all Dividend Periods) for shares of such
series; and
(C) the number of Outstanding shares of such series subject
to Submitted Sell Orders
(in the event such excess or such equality exists (other than because the
number of shares of such series in subclauses (B) and (C) above is zero
because all of the Outstanding shares of such series are subject to
Submitted Hold Orders), such Submitted Bids in subclause (A) above being
hereinafter referred to collectively as "Sufficient Clearing Bids" for
shares of such series); and
(iii) if Sufficient Clearing Bids for shares of such series
exist, the lowest rate specified in such Submitted Bids (the "Winning Bid
Rate" for shares of such series) which if:
(A) (I) each such Submitted Bid of Existing Holders
specifying such lowest rate and (II) all other such Submitted Bids of
Existing Holders specifying lower rates were rejected, thus entitling
such Existing Holders to continue to hold the shares of such series
that are subject to such Submitted Bids; and
(B) (I) each such Submitted Bid of Potential Holders
specifying such lowest rate and (II) all other such Submitted Bids of
Potential Holders specifying lower rates were accepted;
would result in such Existing Holders described in subclause (A) above
continuing to hold an aggregate number of Outstanding shares of such series
which, when added to the number of Outstanding shares of such series to be
purchased by such Potential Holders described in subclause (B) above, would
equal not less than the Available TAPS of such series.
(b) Promptly after the Auction Agent has made the determinations
pursuant to paragraph (a) of this Section 3, the Auction Agent shall advise the
Fund of the Minimum Rate and Maximum Rate for shares of the series of TAPS for
which an Auction is being held on the Auction Date and, based on such
determination, the Applicable Rate for shares of such series for the next
succeeding Dividend Period thereof as follows:
(i) if Sufficient Clearing Bids for shares of such series exist,
that the Applicable Rate for all shares of such series for the next
succeeding Dividend Period thereof shall be equal to the Winning Bid Rate
for shares of such series so determined;
(ii) if Sufficient Clearing Bids for shares of such series do not
exist (other than because all of the Outstanding shares of such series are
subject to Submitted Hold Orders), that the Applicable Rate for all shares
of such series for the next succeeding Dividend Period thereof shall be
equal to the Maximum Rate for shares of such series; or
(iii) if all of the Outstanding shares of such series are subject
to Submitted Hold Orders, that the Applicable Rate for all shares of such
series for the next succeeding Dividend Period thereof shall be All Hold
Rate.
A-30
4. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and
Allocation of Shares
Existing Holders shall continue to hold the shares of TAPS that are subject
to Submitted Hold Orders, and, based on the determinations made pursuant to
paragraph (a) of Section 3 of this Part II, the Submitted Bids and Submitted
Sell Orders shall be accepted or rejected by the Auction Agent and the Auction
Agent shall take such other action as set forth below:
(a) If Sufficient Clearing Bids for shares of a series of TAPS have
been made, all Submitted Sell Orders with respect to shares of such series shall
be accepted and, subject to the provisions of paragraphs (d) and (e) of this
Section 4, Submitted Bids with respect to shares of such series shall be
accepted or rejected as follows in the following order of priority and all other
Submitted Bids with respect to shares of such series shall be rejected:
(i) Existing Holders' Submitted Bids for shares of such series
specifying any rate that is higher than the Winning Bid Rate for shares of
such series shall be accepted, thus requiring each such Existing Holder to
sell the shares of TAPS subject to such Submitted Bids;
(ii) Existing Holders' Submitted Bids for shares of such series
specifying any rate that is lower than the Winning Bid Rate for shares of
such series shall be rejected, thus entitling each such Existing Holder to
continue to hold the shares of TAPS subject to such Submitted Bids;
(iii) Potential Holders' Submitted Bids for shares of such series
specifying any rate that is lower than the Winning Bid Rate for shares of
such series shall be accepted;
(iv) each Existing Holder's Submitted Bid for shares of such
series specifying a rate that is equal to the Winning Bid Rate for shares
of such series shall be rejected, thus entitling such Existing Holder to
continue to hold the shares of TAPS subject to such Submitted Bid, unless
the number of Outstanding shares of TAPS subject to all such Submitted Bids
shall be greater than the number of shares of TAPS ("remaining shares") in
the excess of the Available TAPS of such series over the number of shares
of TAPS subject to Submitted Bids described in clauses (ii) and (iii) of
this paragraph (a), in which event such Submitted Bid of such Existing
Holder shall be rejected in part, and such Existing Holder shall be
entitled to continue to hold shares of TAPS subject to such Submitted Bid,
but only in an amount equal to the number of shares of TAPS of such series
obtained by multiplying the number of remaining shares by a fraction, the
numerator of which shall be the number of Outstanding shares of TAPS held
by such Existing Holder subject to such Submitted Bid and the denominator
of which shall be the aggregate number of Outstanding shares of TAPS
subject to such Submitted Bids made by all such Existing Holders that
specified a rate equal to the Winning Bid Rate for shares of such series;
and
(v) each Potential Holder's Submitted Bid for shares of such
series specifying a rate that is equal to the Winning Bid Rate for shares
of such series shall be accepted but only in an amount equal to the number
of shares of such series obtained by multiplying the number of shares in
the excess of the Available TAPS of such series over the number of shares
of TAPS subject to Submitted Bids described in clauses (ii) through (iv) of
this paragraph (a) by a fraction, the numerator of which shall be the
number of Outstanding shares of TAPS subject to such Submitted Bid and the
denominator of which shall be the aggregate number of Outstanding shares of
TAPS subject to such Submitted Bids made by all such Potential Holders that
specified a rate equal to the Winning Bid Rate for shares of such series.
A-31
(b) If Sufficient Clearing Bids for shares of a series of TAPS have
not been made (other than because all of the Outstanding shares of such series
are subject to Submitted Hold Orders), subject to the provisions of paragraph
(d) of this Section 4, Submitted Orders for shares of such series shall be
accepted or rejected as follows in the following order of priority and all other
Submitted Bids for shares of such series shall be rejected:
(i) Existing Holders' Submitted Bids for shares of such series
specifying any rate that is equal to or lower than the Maximum Rate for
shares of such series shall be rejected, thus entitling such Existing
Holders to continue to hold the shares of TAPS subject to such Submitted
Bids;
(ii) Potential Holders' Submitted Bids for shares of such series
specifying any rate that is equal to or lower than the Maximum Rate for
shares of such series shall be accepted; and
(iii) Each Existing Holder's Submitted Bid for shares of such
series specifying any rate that is higher than the Maximum Rate for shares
of such series and the Submitted Sell Orders for shares of such series of
each Existing Holder shall be accepted, thus entitling each Existing Holder
that submitted or on whose behalf was submitted any such Submitted Bid or
Submitted Sell Order to sell the shares of such series subject to such
Submitted Bid or Submitted Sell Order, but in both cases only in an amount
equal to the number of shares of such series obtained by multiplying the
number of shares of such series subject to Submitted Bids described in
clause (ii) of this paragraph (b) by a fraction, the numerator of which
shall be the number of Outstanding shares of such series held by such
Existing Holder subject to such Submitted Bid or Submitted Sell Order and
the denominator of which shall be the aggregate number of Outstanding
shares of such series subject to all such Submitted Bids and Submitted Sell
Orders.
(c) If all of the Outstanding shares of a series of TAPS are subject
to Submitted Hold Orders, all Submitted Bids for shares of such series shall be
rejected.
(d) If, as a result of the procedures described in clause (iv) or (v)
of paragraph (a) or clause (iii) of paragraph (b) of this Section 4, any
Existing Holder would be entitled or required to sell, or any Potential Holder
would be entitled or required to purchase, a fraction of a share of a series of
TAPS on any Auction Date, the Auction Agent shall, in such manner as it shall
determine in its sole discretion, round up or down the number of shares of TAPS
of such series to be purchased or sold by any Existing Holder or Potential
Holder on such Auction Date as a result of such procedures so that the number of
shares so purchased or sold by each Existing Holder or Potential Holder on such
Auction Date shall be whole shares of TAPS.
(e) If, as a result of the procedures described in clause (v) of
paragraph (a) of this Section 4, any Potential Holder would be entitled or
required to purchase less than a whole share of a series of TAPS on any Auction
Date, the Auction Agent shall, in such manner as it shall determine in its sole
discretion, allocate shares of TAPS of such series for purchase among Potential
Holders so that only whole shares of TAPS of such series are purchased on such
Auction Date as a result of such procedures by any Potential Holder, even if
such allocation results in one or more Potential Holders not purchasing shares
of TAPS of such series on such Auction Date.
(f) Based on the results of each Auction for shares of a series of
TAPS, the Auction Agent shall determine the aggregate number of shares of such
series to be purchased and the aggregate number of shares of such series to be
sold by Potential Holders and Existing Holders and, with respect to each
Potential Holder and Existing Holder, to the extent that such aggregate number
of shares to be
A-32
purchased and such aggregate number of shares to be sold differ, determine to
which other Potential Holder(s) or Existing Holder(s) they shall deliver, or
from which other Potential Holder(s) or Existing Holder(s) they shall receive,
as the case may be, shares of TAPS of such series. Notwithstanding any provision
of the Auction Procedures or the Settlement Procedures to the contrary, in the
event an Existing Holder or Beneficial Owner of shares of a series of TAPS with
respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such
shares that was accepted in whole or in part, or submitted or is deemed to have
submitted a Sell Order for such shares that was accepted in whole or in part,
fails to instruct its Agent Member to deliver such shares against payment
therefor, partial deliveries of shares of TAPS that have been made in respect of
Potential Holders' or Potential Beneficial Owners' Submitted Bids for shares of
such series that have been accepted in whole or in part shall constitute good
delivery to such Potential Holders and Potential Beneficial Owners.
(g) Neither the Fund nor the Auction Agent nor any affiliate of either
shall have any responsibility or liability with respect to the failure of an
Existing Holder, a Potential Holder, a Beneficial Owner, a Potential Beneficial
Owner or its respective Agent Member to deliver shares of TAPS of any series or
to pay for shares of TAPS of any series sold or purchased pursuant to the
Auction Procedures or otherwise.
A-33
IN WITNESS WHEREOF, NUVEEN REAL ESTATE INCOME FUND has caused these
presents to be signed as of ____________, 2006 in its name and on its behalf by
its Vice President, and its corporate seal to be hereunto affixed and attested
by its Assistant Secretary. The Fund's Declaration of Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and the said officers
of the Fund have executed this Statement as officers and not individually, and
the obligations and rights set forth in this Statement are not binding upon any
such officers, or the Trustees or shareholders of the Fund, individually, but
are binding only upon the assets and property of the Fund.
NUVEEN REAL ESTATE INCOME FUND
By:
------------------------------------
Jessica R. Droeger, Vice President
ATTEST:
-------------------------------------
Virginia O'Neal, Assistant Secretary
A-34
APPENDIX B
RATINGS OF INVESTMENTS
Standard & Poor's Corporation--A brief description of the applicable
Standard & Poor's Corporation ("S&P") rating symbols and their meanings (as
published by S&P) follows:
A S&P issue credit rating is a current opinion of the creditworthiness
of an obligor with respect to a specific financial obligation, a specific class
of financial obligations, or a specific financial program. It takes into
consideration the creditworthiness of guarantors, insurers, or other forms of
credit enhancement on the obligation. The issue credit rating is not a
recommendation to purchase, sell, or hold a financial obligation, inasmuch as it
does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the
obligors or obtained by S&P from other sources it considers reliable. S&P does
not perform an audit in connection with any credit rating and may, on occasion,
rely on unaudited financial information. Credit ratings may be changed,
suspended, or withdrawn as a result of changes in, or unavailability of, such
information, or based on other circumstances.
Issue credit ratings can be either long term or short term. Short-term
ratings are generally assigned to those obligations considered short term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an
obligor with respect to put features on long-term obligations. The result is a
dual rating, in which the short-term ratings address the put feature, in
addition to the usual long-term rating. Medium-term notes are assigned long-term
ratings.
LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based in varying degrees, on the following
considerations:
1. Likelihood of payment--capacity and willingness of the obligor to
meet its financial commitment on an obligation in accordance with the terms of
the obligation;
2. Nature of and provisions of the obligation; and
3. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
The issue ratings definitions are expressed in terms of default risk.
As such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above.
AAA
An obligation rated "AAA" has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.
AA
An obligation rated "AA" differs from the highest-rated obligations
only in small degree. The obligor's capacity to meet its financial commitment on
the obligation is very strong.
B-1
A
An obligation rated "A" is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB
An obligation rated "BBB" exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
BB, B, CCC, CC, AND C
Obligations rated "BB", "B", "CCC", "CC", and "C" are regarded as
having significant speculative characteristics. "BB" indicates the least degree
of speculation and "C" the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
BB
An obligation rated "BB" is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions, which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.
B
An obligation rated "B" is more vulnerable to nonpayment than
obligations rated "BB", but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
CCC
An obligation rated "CCC" is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.
CC
An obligation rated "CC" is currently highly vulnerable to nonpayment.
C
The "C" rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments on this
obligation are being continued.
D
An obligation rated "D" is in payment default. The "D" rating category
is used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless
B-2
S&P believes that such payments will be made during such grace period. The "D"
rating also will be used upon the filing of a bankruptcy petition or the taking
of a similar action if payments on an obligation are jeopardized.
Plus (+) or minus (-). The ratings from "AA" to "CCC" may be modified
by the addition of a plus or minus sign to show relative standing within the
major rating categories.
C
The "c" subscript is used to provide additional information to
investors that the bank may terminate its obligation to purchase tendered bonds
if the long-term credit rating of the issuer is below an investment-grade level
and/or the issuer's bonds are deemed taxable.
P
The letter "p" indicates that the rating is provisional. A provisional
rating assumes the successful completion of the project financed by the debt
being rated and indicates that payment of debt service requirements is largely
or entirely dependent upon the successful, timely completion of the project.
This rating, however, while addressing credit quality subsequent to completion
of the project, makes no comment on the likelihood of or the risk of default
upon failure of such completion. The investor should exercise his own judgment
with respect to such likelihood and risk.
*
Continuance of the ratings is contingent upon S&P's receipt of an
executed copy of the escrow agreement or closing documentation confirming
investments and cash flows.
R
The "r" highlights derivative, hybrid, and certain other obligations
that Standard & Poor's believes may experience high volatility or high
variability in expected returns as a result of noncredit risks. Examples of such
obligations are securities with principal or interest return indexed to
equities, commodities, or currencies; certain swaps and options; and
interest-only and principal-only mortgage securities. The absence of an "r"
symbol should not be taken as an indication that an obligation will exhibit no
volatility or variability in total return.
N.R.
Not rated.
Debt obligations of issuers outside the United States and its
territories are rated on the same basis as domestic corporate and municipal
issues. The ratings measure the creditworthiness of the obligor but do not take
into account currency exchange and related uncertainties.
BOND INVESTMENT QUALITY STANDARDS
Under present commercial bank regulations issued by the Comptroller of
the Currency, bonds rated in the top four categories ("AAA", "AA", "A", "BBB",
commonly known as investment-grade ratings) generally are regarded as eligible
for bank investment. Also, the laws of various states governing legal
investments impose certain rating or other standards for obligations eligible
for investment by savings banks, trust companies, insurance companies, and
fiduciaries in general.
B-3
SHORT-TERM ISSUE CREDIT RATINGS
NOTES
A S&P note ratings reflects the liquidity factors and market access
risks unique to notes. Notes due in three years or less will likely receive a
note rating. Notes maturing beyond three years will most likely receive a
long-term debt rating. The following criteria will be used in making that
assessment:
- Amortization schedule--the larger the final maturity relative
to other maturities, the more likely it will be treated as a
note; and
- Source of payment--the more dependent the issue is on the
market for its refinancing, the more likely it will be treated
as a note.
Note rating symbols are as follows:
SP-1
Strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a plus (+)
designation.
SP-2
Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.
SP-3
Speculative capacity to pay principal and interest.
A note rating is not a recommendation to purchase, sell, or hold a
security inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.
S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.
COMMERCIAL PAPER
An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.
Ratings are graded into several categories, ranging from "A-1" for the
highest quality obligations to "D" for the lowest. These categories are as
follows:
A-1
A short-term obligation rated "A-1" is rated in the highest category by
S&P. The obligor's capacity to meet its financial commitment on the obligation
is strong. Within this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its financial
commitment on these obligations is extremely strong.
B-4
A-2
A short-term obligation rated "A-2" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated "A-3" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
B
A short-term obligation rated "B" is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.
C
A short-term obligation rated "C" is currently vulnerable to nonpayment
and is dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation.
D
A short-term obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.
A commercial rating is not a recommendation to purchase, sell, or hold
a security inasmuch as it does not comment as to market price or suitability for
a particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.
S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.
Moody's Investors Service, Inc.--A brief description of the applicable
Moody's Investors Service, Inc. ("Moody's") rating symbols and their meanings
(as published by Moody's) follows:
AAA
Bonds which are rated "Aaa" are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
B-5
AA
Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the "Aaa" group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.
A
Bonds which are rated "A" possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the future.
BAA
Bonds which are rated "Baa" are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
BA
Bonds which are rated "Ba" are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B
Bonds which are rated "B" generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
CAA
Bonds which are rated "Caa" are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
CA
Bonds which are rated "Ca" represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
C
Bonds which are rated "C" are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
B-6
Issues that are secured by escrowed funds held in trust, reinvested
in direct, non-callable U.S. government obligations or non-callable obligations
unconditionally guaranteed by the U.S. Government or Resolution Funding
Corporation are identified with a # (hatchmark) symbol, e.g., #Aaa.
Con. (...): Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. The parenthetical rating denotes probable credit stature upon
completion of construction or elimination of the basis of the condition.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic
rating classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.
SHORT-TERM LOANS
MIG 1/VMIG 1
This designation denotes superior credit quality.
Excellent protection is afforded by established cash flows, highly
reliable liquidity support, or demonstrated broad-based access to the market for
refinancing.
MIG 2/VMIG 2
This designation denotes strong credit quality. Margins of protection
are ample, although not as large as in the preceding group.
MIG 3/VMIG 3
This designation denotes acceptable credit quality. Liquidity and
cash-flow protection may be narrow, and market access for refinancing is likely
to be less well-established.
SG
This designation denotes speculative-grade credit quality. Debt
instruments in this category may lack sufficient margins of protection.
COMMERCIAL PAPER
Issuers rated Prime-1 (or related supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will normally be evidenced by the following characteristics:
- Leading market positions in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structures with moderate reliance
on debt and ample asset protection.
B-7
- Broad margins in earnings coverage of fixed financial charges
and high internal cash generation.
- Well-established access to a range of financial markets and
assured sources of alternate liquidity.
Issuers rated Prime-2 (or related supporting institutions) have a
strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree.
Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.
Issuers rated Prime-3 (or related supporting institutions) have an
acceptable ability for repayment of senior short-term debt obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.
Issuers rated Not Prime do not fall within any of the Prime rating
categories.
Fitch IBCA, Inc.--A brief description of the applicable Fitch IBCA,
Inc. ("Fitch") ratings symbols and meanings (as published by Fitch)
follows:
LONG-TERM CREDIT RATINGS
INVESTMENT GRADE
AAA
Highest credit quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong capacity for
timely payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.
AA
Very high credit quality. "AA" ratings denote a very low expectation of
credit risk. They indicate very strong capacity for timely payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.
A
High credit quality. "A" ratings denote a low expectation of credit
risk. The capacity for timely payment of financial commitments is considered
strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher ratings.
BBB
Good credit quality. "BBB" ratings indicate that there is currently a
low expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse
B-8
changes in circumstances and in economic conditions are more likely to impair
this capacity. This is the lowest investment-grade category.
SPECULATIVE GRADE
BB
Speculative. "BB" ratings indicate that there is a possibility of
credit risk developing, particularly as the result of adverse economic change
over time; however, business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this category are not
investment grade.
B
Highly speculative. "B" ratings indicate that significant credit risk
is present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.
CCC, CC, C
High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon sustained, favorable business or
economic developments. A "CC" rating indicates that default of some kind appears
probable. "C" ratings signal imminent default.
DDD, DD, AND D
Default. The ratings of obligations in this category are based on their
prospects for achieving partial or full recovery in a reorganization or
liquidation of the obligor. While expected recovery values are highly
speculative and cannot be estimated with any precision, the following serve as
general guidelines. "DDD" obligations have the highest potential for recovery,
around 90%-100% of outstanding amounts and accrued interest. "DD" indicates
potential recoveries in the range of 50%-90%, and "D" the lowest recovery
potential, i.e., below 50%. Entities rated in this category have defaulted on
some or all of their obligations. Entities rated "DDD" have the highest prospect
for resumption of performance or continued operation with or without a formal
reorganization process. Entities rated "DD" and "D" are generally undergoing a
formal reorganization or liquidation process; those rated "DD" are likely to
satisfy a higher portion of their outstanding obligations, while entities rated
"D" have a poor prospect for repaying all obligations.
SHORT-TERM CREDIT RATINGS
A short-term rating has a time horizon of less than 12 months for most
obligations, or up to three years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to meet financial commitments
in a timely manner.
F1
Highest credit quality. Indicates the strongest capacity for timely
payment of financial commitments; may have an added "+" to denote any
exceptionally strong credit feature.
F2
Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the case
of the higher ratings.
B-9
F3
Fair credit quality. The capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could result in a
reduction to non-investment grade.
B
Speculative. Minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial and
economic conditions.
C
High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.
D
Default. Denotes actual or imminent payment default.
Notes:
"+" or "-" may be appended to a rating to denote relative status within
major rating categories. Such suffixes are not added to the "AAA" long-term
rating category, to categories below "CCC", or to short-term ratings other than
"F1".
"NR" indicates that Fitch does not rate the issuer or issue in
question.
"Withdrawn": A rating is withdrawn when Fitch deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.
Rating Watch: Ratings are placed on Rating Watch to notify investors
that there is a reasonable probability of a rating change and the likely
direction of such change. These are designated as "Positive", indicating a
potential upgrade, "Negative", for a potential downgrade, or "Evolving", if
ratings may be raised, lowered or maintained. Rating Watch is typically resolved
over a relatively short period.
A Rating Outlook indicates the direction a rating is likely to move
over a one to two year period. Outlooks may be positive, stable, or negative. A
positive or negative Rating Outlook does not imply a rating change is
inevitable. Similarly, companies whose outlooks are `stable' could be downgraded
before an outlook moves to positive or negative if circumstances warrant such an
action.
Occasionally, Fitch may be unable to identify the fundamental trend. In
these cases, the Rating Outlook may be described as evolving.
B-10
PART C - OTHER INFORMATION
ITEM 25: FINANCIAL STATEMENTS AND EXHIBITS
1. Financial Statements:
The Registrant's statement of assets and liabilities
(balance sheet) dated December 31, 2005 and notes thereto and
report of independent registered accountants thereon are
filed herewith.
2. Exhibits:
a. Declaration of Trust.*
b. By-Laws of Registrant.*
c. None.
d.1 Form of Share Certificate.*
d.2 Moody's and Fitch Guidelines.*
e. Terms and Conditions of the Dividend Reinvestment Plan.*
f. None.
g.1 Investment Management Agreement between Registrant and
Nuveen Asset Management.*
g.2 Investment Sub-Advisory Agreement between Nuveen
Asset Management and Security Capital Research &
Management Incorporated.*
h Form of Underwriting Agreement.*
C-1
i. Nuveen Open-End and Closed-End Funds Deferred
Compensation Plan for Independent Directors and
Trustees.*
j. Master Custodian Agreement between Registrant and State
Street Bank and Trust Company.*
k.1 Shareholder Transfer Agency and Services Agreement
between Registrant and State Street Bank and Trust
Company.*
k.2 Expense Reimbursement Agreement between
Registrant and Nuveen Asset Management.*
k.3 Form of Auction Agency Agreement.*
k.4 Form of Broker-Dealer Agreement.*
k.5 Form of DTC Representations Letter.*
l.1 Opinion of Vedder, Price, Kaufman &
Kammholz, P.C.*
l.2 Opinion of Bingham McCutchen LLP.*
m. None.
n. Consent of Independent Registered Accounting Firm.*
o. Not applicable.
p. Subscription Agreement.*
q. None.
r.1 Code of Ethics of Nuveen Exchange-Traded Funds and
Nuveen Asset Management.*
r.2 Code of Ethics of Security Capital Research & Management
Incorporated.*
s. Powers of Attorney.**
-----------------
* Filed herewith.
** Incorporated by reference to Registrant's initial Registration Statement on
Form N-2 (1933 Act File No. 333-133365) as filed with the Commission via
EDGAR on April 18, 2006.
ITEM 26: MARKETING ARRANGEMENTS
Reference is made to the Underwriting Agreement to be filed as Exhibit
h.1 to this Registration Statement.
C-2
ITEM 27: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission fees...................... $ 5,350
Printing and engraving expenses.............................. 50,000
Legal Fees................................................... 100,000
Accounting expenses.......................................... 20,000
Rating Agency fees........................................... 50,000
Miscellaneous expenses....................................... 19,650
--------
Total..................................................... $245,000
========
-------------------------
ITEM 28: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 29: NUMBER OF HOLDERS OF SECURITIES
At March 31, 2006
NUMBER OF
TITLE OF CLASS RECORD HOLDERS
-------------- --------------
Common Shares, $0.01 par value........................... 187
TAPS
Series M................................................ 10
Series T................................................ 10
Series W................................................ 10
Series F................................................ 10
ITEM 30: INDEMNIFICATION
Section 4 of Article XII of the Registrant's Declaration of Trust
provides as follows:
Subject to the exceptions and limitations contained in this Section 4,
every person who is, or has been, a Trustee, officer, employee or agent of the
Trust, including persons who serve at the request of the Trust as directors,
trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been such a Trustee, director, officer, employee or agent and
against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by
reason of a final adjudication by the court or other body before which
the proceeding was brought that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office;
(b) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not
involving a final adjudication (as provided in paragraph (a) or (b)) and
resulting in a payment by a Covered Person, unless there
C-3
has been either a determination that such Covered Person did not engage
in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition or a
reasonable determination, based on a review of readily available facts
(as opposed to a full trial-type inquiry), that he did not engage in
such conduct:
(i) by a vote of a majority of the Disinterested
Trustees acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Covered Persons may be entitled by contract or
otherwise under law.
Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding subject to a claim for indemnification under this
Section 4 shall be advanced by the Trust prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that he is not entitled to indemnification under
this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses
arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in
office act on the matter) or independent legal counsel in a written
opinion shall determine, based upon a review of the readily available
facts (as opposed to a full trial-type inquiry), that there is reason to
believe that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is
not an Interested Person of the Trust (including anyone, as such Disinterested
Trustee, who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
The trustees and officers of the Registrant are covered by an Investment
Adviser and Mutual Fund Professional and Directors and Officers Liability
policy, with coverage of $50,000,000 (with $0 deductible for individual
insureds, $2,000,000 deductible for operational failures and a $1 million
deductible for all other claims) against liability and expenses of claims of
wrongful acts arising out of their position with the Registrant, except for
matters which involve willful acts, bad faith, gross negligence and willful
disregard of duty (i.e., where the insured did not act in good faith for a
purpose he or she reasonably believed to be in the best interest of Registrant
or where he or she had reasonable cause to believe this conduct was unlawful).
C-4
Section 8 of the Underwriting Agreement to be filed as Exhibit h.1 to
this Registration Statement provides for each of the parties thereto, including
the Registrant and the Underwriters, to indemnify the others, their trustees,
directors, certain of their officers, trustees, directors and persons who
control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
ITEM 31: BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Nuveen Asset Management ("NAM") manages the Registrant and serves as
investment adviser or manager to other open-ended and closed-end management
investment companies and to separately managed accounts. The principal business
address for all of these investment companies is 333 West Wacker Drive,
Chicago, Illinois 60606.
Security Capital Research & Management Incorporated ("Security
Capital") serves as investment adviser to the J.P. Morgan U.S. Real Estate
Funds, an open-end management type investment company, and subadvises 3 other
open-end funds.
For a description of other business, profession, vocation or employment
of a substantial nature in which any director or officer of the investment
adviser who serve as officers or Trustees of the Registrant has engaged during
the last two years for his or her account or in the capacity of director,
officer, employee, partner or trustee, see the descriptions under "Management of
the Fund" in Part B of this Registration Statement. Such information for the
remaining senior officers of NAM appears below:
Other Business Profession, Vocation or
Name and Position with NAM Employment During Past Two Years
--------------------------- --------------------------------------
John P. Amboian, President and Director....... President and Director of Nuveen Investments, Inc., Nuveen Investments, LLC,
Nuveen Asset Management, Rittenhouse Asset Management, Inc., Nuveen Investments
Advisors Inc., and Nuveen Investments Holdings, Inc.; formerly, President and
Director of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.
(1998-2004).
Stuart J. Cohen, Vice President, Assistant
Secretary and Assistant General Counsel....... Vice President, Assistant Secretary and Assistant General Counsel of Nuveen
Investments, LLC, Nuveen Investments Holdings, Inc. Nuveen Asset Management and
Rittenhouse Asset Management, Inc.; Vice President of Nuveen Investments
Advisers Inc.
Sherri A. Hlavacek, Vice President and
Corporate Controller.......................... Vice President and Corporate Controller of Nuveen Investments, LLC, Nuveen
Investments Holdings, Inc., Nuveen Investments Advisers Inc., and Rittenhouse
Asset Management, Inc.; Vice President and Controller of Nuveen
Investments, Inc.; Certified Public Accountant.
Mary E. Keefe, Managing Director and Chief
Compliance Officer............................ Managing Director (since 2004) of Nuveen Investments, Inc.; Managing
Director and Chief Compliance Officer of Nuveen Investments, LLC, Nuveen
Investments Advisers Inc., Nuveen Asset Management, Nuveen Investments
Institutional Services Group LLC and Rittenhouse Asset Management, Inc.; Chief
Compliance Officer of Symphony Asset Management, LLC; formerly, Head of Global
Compliance (January 2004 - May 2004) Citadel Investment Group; Director, Midwest
Regional Office (1994 - 2003) United States Securities and Exchange Commission.
John L. MacCarthy, Senior Vice President,
General Counsel and Secretary................. Senior Vice President,Secretary and General Counsel (since March 2006) of Nuveen
Investments, Inc.; Senior Vice President, Secretary and General Counsel (since
March 2006) of Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse
Asset Management, Inc. and Nuveen Investments Holdings, Inc.; Senior Vice
President and Secretary of Nuveen Investments Advisors Inc.; Assistant Secretary
of NWQ Investment Management Company, LLC; and Secretary of Symphony Asset
Management, LLC. and Nuveen Investments Advisors Inc.; Assistant Secretary of
Santa Barbara Asset Management LLC; formerly, Partner at the law firm of
Winston & Strawn LLP.
Margaret E. Wilson, Senior Vice President,
Finance....................................... Senior Vice President, Finance of Nuveen Investments, Inc., Nuveen Investments,
LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc., Nuveen
Investments Advisors Inc. and Nuveen Investments Holdings, Inc.; formerly, Senior
Vice President, Finance of Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp. (1998-2004).
C-5
Set forth below is a list of each director and officer of Security
Capital indicating each business profession, vocation or employment of a
substantial nature in which such person has been, at any time during the past
two fiscal years, engaged for his or her own account or in the capacity of
director, officer, partner or trustee.
OTHER BUSINESS PROFESSION, VOCATION OR
NAME AND POSITION WITH SECURITY CAPITAL EMPLOYMENT DURING PAST TWO YEARS
--------------------------------------- --------------------------------
Anthony R. Manno, Jr., Chief Executive Officer,
Chief Investment Officer and President.... Former Chairman of the Board, Managing Director and
President, Security Capital Real Estate
Mutual Funds Incorporated (Security Capital Real
Estate Mutual Funds Incorporated was merged out of
existence during 2005); Chairman, President and
Managing Director of Security Capital Preferred
Growth Incorporated; and Director, Bulgarian
American Enterprise Fund.
Kenneth D. Statz, Managing Director.......... Former Managing Director, Security Capital Real
Estate Mutual Funds Incorporated (Security Capital Real
Estate Mutual Funds Incorporated was merged out of
existence during 2005)
Kevin W. Bedell, Managing Director........... Former Senior Vice President, Security Capital Real
Estate Mutual Funds Incorporated (Security Capital Real
Estate Mutual Funds Incorporated was merged out of
existence during 2005)
David E. Rosenbaum, Managing Director........ Managing Director, Security Capital Preferred Growth
Incorporated; and Former Director, Cypress Senior
Living Incorporated.
ITEM 32: LOCATION OF ACCOUNTS AND RECORDS
Nuveen Asset Management, 333 West Wacker Drive, Chicago,
Illinois 60606, maintains the Declaration of Trust, By-Laws, minutes of trustees
and shareholders meetings and contracts of the Registrant and all advisory
material of the investment adviser.
Security Capital Research & Management Incorporated, 10 South Dearborn
Street, Suite 1400, Chicago, Illinois 60603, maintains certain advisory material
of the subadviser.
State Street Bank and Trust Company, One Federal Street, Boston,
Massachusetts 02110 maintains all general and subsidiary ledgers, journals,
trial balances, records of all portfolio purchases and sales, and all other
required records not maintained by Nuveen Asset Management.
ITEM 33: MANAGEMENT SERVICES
Not applicable.
ITEM 34: UNDERTAKINGS
C-6
1. Registrant undertakes to suspend the offering of its shares
until it amends its prospectus if (1) subsequent to the effective date
of its Registration Statement, the net asset value declines more than 10
percent from its net asset value as of the effective date of the
Registration Statement, or (2) the net asset value increases to an
amount greater than its net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of a registration statement in reliance
upon Rule 430A and contained in the form of prospectus filed by
the Registrant under Rule 497(h) under the Securities Act of 1933
shall be deemed to be part of the Registration Statement as of
the time it was declared effective.
b. For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two business
days of receipt of a written or oral request, any Statement of
Additional Information.
C-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 22nd day of
May, 2006.
NUVEEN REAL ESTATE INCOME FUND
/s/ Jessica R. Droeger
----------------------------------------
Jessica R. Droeger,
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Stephen D. Foy Vice President and Controller May 22, 2006
------------------------- (principal financial and
Stephen D. Foy accounting officer)
/s/ Gifford R. Zimmerman Chief Administrative Officer May 22, 2006
------------------------- (principal executive officer)
Gifford R. Zimmerman
Timothy R. Schwertfeger* Chairman of the Board and By: /s/ Jessica R. Droeger
Trustee ------------------------
Jessica R. Droeger
Attorney-In-Fact
May 22, 2006
Robert P. Bremner* Trustee
Lawrence H. Brown* Trustee
Jack B. Evans* Trustee
William C. Hunter* Trustee
William J. Schneider* Trustee
Judith M. Stockdale* Trustee
Eugene S. Sunshine* Trustee
*Original powers of attorney authorizing Jessica R. Droeger, Larry W.
Martin and Gifford R. Zimmerman, among others, to execute this Registration
Statement, and Amendments thereto, for each of the trustees of Registrant on
whose behalf this Registration Statement is filed, have been executed and were
filed as an exhibit to Registrant's Registration Statement as filed with the
Commission via EDGAR on April 18, 2006.
EXHIBIT INDEX
a. Declaration of Trust
b. By-Laws of Registrant
d.1 Form of Share Certificate
d.2 Moody's and Fitch Guidelines
e. Terms and Conditions of Dividend Reinvestment Plan
g.1 Investment Management Agreement
g.2 Investment Sub-Advisory Agreement
h. Form of Underwriting Agreement
i. Deferred Compensation Plan
j. Master Custodian Agreement
k.1 Shareholder Transfer Agency and Servicing Agreement
k.2 Expense Reimbursement Agreement
k.3 Form of Auction Agency Agreement
k.4 Form of Broker-Dealer Agreement
k.5 Form of DTC Representations Letter
l.1 Opinion of Vedder, Price, Kaufman & Kammholz, P.C.
l.2 Opinion of Bingham McCutcheon LLP
n. Consent of Independent Registered Accounting Firm
p. Subscription Agreement
r.1 Nuveen Code of Ethics
r.2 Security Capital Code of Ethics