Pre-Effective Amendment to Registration Statement of a Closed-End Investment Company — Form N-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-2/A Nuveen Preferred Convertible Income Fund 137 698K
2: EX-99.D Form of Share Certificate 2 12K
3: EX-99.E Dividend Reinvestment Plan 4 15K
4: EX-99.I Deferred Compensation Plan 13 46K
5: EX-99.N Consent of Ernst & Young LLP 1 6K
6: EX-99.R.1 Code of Ethics of Nuveen Institutional 15 43K
7: EX-99.R.2 Code of Ethics of Spectrum Asset Management 17 63K
8: EX-99.S Power of Attorney 1 8K
EX-99.E — Dividend Reinvestment Plan
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NUVEEN TAXABLE EXCHANGE-TRADED FUNDS
Terms and Conditions of the Dividend Reinvestment Plan
This Dividend Reinvestment Plan ("Plan") for the Nuveen Taxable Exchange-Traded
Funds set forth on Exhibit A attached hereto (each, a "Fund") provides for
reinvestment of Fund distributions, consisting of income dividends, returns of
capital and capital gain distributions paid by the Fund, on behalf of all
shareholders electing to participate in the Plan ("Participants"), by State
Street Bank and Trust ("State Street"), the Plan Agent, in accordance with the
following terms:
1. State Street will act as Agent for Participants and will open an account for
each Participant under the Dividend Reinvestment Plan in the same name as the
Participant's shares are registered, and will put into effect for each
Participant the distribution reinvestment option of the Plan as of the first
record date for a distribution to shareholders after State Street receives the
Participant's authorization so to do, either in writing duly executed by the
Participant or by telephone notice satisfying such reasonable requirements as
State Street and the Fund may agree. In the case of shareholders who hold shares
for others who are the beneficial owners, State Street will administer the Plan
on the basis of the number of Shares certified from time to time by the record
shareholder as representing the total amount registered in the record
shareholder's name and held for the account of beneficial owners who are
Participants.
2. Whenever the Fund declares a distribution payable in shares or cash at the
option of the shareholders, each Participant shall take such distribution
entirely in shares and State Street shall automatically receive such shares,
including fractions, for the Participant's account, except in circumstances
described in Paragraph 3 below. Except in such circumstances, the number of
additional shares to be credited to each Participant's account shall be
determined by dividing the dollar amount of the distribution payable on the
Participant's shares by the greater of net asset value or 95% of current market
price per share on the payable date for such distribution.
3. Should the net asset value per Fund share exceed the market price per share
on the day for which trades will settle on the payment date for such
distribution (the "Valuation Date"), for a distribution payable in shares or in
cash at the option of the shareholder, or should the Fund declare a distribution
payable only in cash, each Participant shall take such distribution in cash and
State Street shall apply the amount of such distribution to the purchase on the
open market of shares of the Fund for the Participant's account. Such Plan
purchases shall be made as early as the Valuation Date, under the supervision of
the investment adviser. State Street shall complete such Plan purchases no more
than 30 days after the Valuation Date, except where temporary curtailment or
suspension of purchases is necessary to comply with applicable provisions of
federal securities law.
4. For the purpose of this Plan, the market price of the Fund's shares on a
particular date shall be
the last sale price on the Exchange where it is traded on that date, or if there
is no sale on such Exchange on that date, then the mean between the closing bid
and asked quotations for such shares on such Exchange on such date.
5. Open-market purchases provided for above may be made on any securities
exchange where the Fund's shares are traded, in the over-the-counter market or
in negotiated transactions and may be on such terms as to price, delivery and
otherwise as State Street shall determine. Participants' funds held uninvested
by State Street will not bear interest, and it is understood that, in any event,
State Street shall have no liability in connection with any inability to
purchase shares within 30 days after the Valuation Date as herein provided, or
with the timing of any purchase affected. State Street shall have no
responsibility as to the value of the Fund's shares acquired for Participants'
accounts. State Street may commingle all Participants' amounts to be used for
open-market purchase of Fund shares and the price per share allocable to each
Participant in connection with such purchases shall be the average price
(including brokerage commissions and other related costs) of all Fund shares
purchased by State Street as Agent.
6. State Street may hold each Participant's shares acquired pursuant to this
Plan, together with the shares of other Participants, in non-certificated form
in State Street's name or that of its nominee. State Street will forward to each
Participant any proxy solicitation material and will vote any shares so held
only in accordance with proxies returned to the Fund.
7. State Street will confirm to each Participant each acquisition made for the
Participant's account as soon as practicable but not later than 60 days after
the date thereof. State Street will deliver to any Participant upon request,
without charge, a certificate or certificates for his full shares. Although a
Participant may from time to time have an undivided fractional interest
(computed to three decimal places) in a share of the Fund, and distributions on
fractional shares will be credited to the Participant's account, no certificates
for a fractional share will be issued. In the event of termination of a
Participant's account under the Plan, State Street will adjust for any such
undivided fractional interest at the market value of the Fund's shares at the
time of termination.
8. Any stock dividends or split shares distributed by the Fund on full and
fractional shares held by State Street for a Participant will be credited to the
Participant's account. In the event that the Fund makes available to its
shareholders rights to purchase additional shares or other securities, the
shares held for each Participant under the Plan will be added to other shares
held by the Participant in calculating the number of rights to be issued to that
Participant.
9. State Street's service fee for handling reinvestment of distributions
pursuant hereto will be paid by the Fund. Participants will be charged their pro
rata shares of brokerage commissions on all open market purchase.
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10. Each Participant may terminate his account under the Plan by notifying State
Street of his intent so to do, such notice to be provided either in writing duly
executed by the Participant or by telephone in accordance with such reasonable
requirements as State Street and the Fund may agree. Such termination will be
effective immediately if notice is received by State Street not less than ten
days prior to any distribution record date for the next succeeding distribution;
otherwise such termination will be effective shortly after the investment of
such distribution with respect to all subsequent distributions. The Plan may be
terminated by the Fund or State Street upon at least 90 days prior notice. Upon
any termination, State Street will cause a certificate or certificates for the
full shares held for each Participant under the Plan and cash adjustment for any
fraction to be delivered to the Participant without charge. If any Participant
elects in advance of such termination to have State Street sell part or all of
his shares, State Street is authorized to deduct from the proceeds a $2.50 fee
plus the brokerage commissions incurred for the transaction.
11. These terms and conditions may be amended or supplemented by State Street or
the Fund at any time or times but, except when necessary or appropriate to
comply with applicable law or the rules or policies of the Securities and
Exchange Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 90 days prior to the effective
date thereof. The amendment or supplement shall be deemed to be accepted by each
Participant unless, prior to the effective date thereof, State Street receives
notice of the termination of such Participant's account under the Plan in
accordance with the terms hereof. Any such amendment may include an appointment
by State Street in its place and stead of a successor Agent under these terms
and conditions. Upon any such appointment of any Agent for the purpose of
receiving distributions, the Fund will be authorized to pay to such successor
Agent, for each Participant's account, all dividends and distributions payable
on shares of the Fund held in the Participant's name or under the Plan for
retention or application by such successor Agent as provided in these terms and
conditions.
12. State Street shall at all times act in good faith and agree to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless
such error is caused by its negligence, bad faith or willful misconduct or that
of its employees.
13. These terms and conditions shall be governed by the laws of the Commonwealth
of Massachusetts.
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Exhibit A
NUVEEN SENIOR INCOME FUND
NUVEEN REAL ESTATE INCOME FUND
NUVEEN QUALITY PREFERRED INCOME FUND
NUVEEN QUALITY PREFERRED INCOME FUND 2
NUVEEN QUALITY PREFERRED INCOME FUND 3
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND
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3 Subsequent Filings that Reference this Filing
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