As filed with the Securities and Exchange Commission on September 5, 2001
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1933 Act File No. ___-_____
1940 Act File No. ___-_____
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_] Pre-Effective Amendment No. _
[_] Post-Effective Amendment No. _
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[_] Amendment No. _
Nuveen Real Estate Income Fund
Exact Name of Registrant as Specified in Declaration of Trust
333 West Wacker Drive, Chicago, Illinois 60606
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800) 257-8787
Registrant's Telephone Number, including Area Code
Gifford R. Zimmerman
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:
Stacy H. Winick Eric F. Fess
Bell, Boyd & Lloyd LLC Chapman and Cutler
70 W. Madison St. 111 W. Monroe
Chicago, IL 60602 Chicago, IL 60603
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
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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, 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)
[X] 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
Title of Securities Being Amount Proposed Maximum Aggregate Offering Amount of
Registered Being Registered Offering Price Per Unit Price (1) Registration Fee
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Common Shares, $0.01 par value 1,000 Shares $15.00 $15,000 $3.75
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(1) Estimated solely for the purpose of calculating the registration fee.
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 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 it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED _____________, 2001
PROSPECTUS
[Logo to Come]
Shares
Nuveen Real Estate Income Fund
Common Shares
$15.00 Per Share
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Investment Objectives. The Fund is a newly-organized, non-diversified,
closed-end management investment company.
. The Fund's primary investment objective is high current income through
investment in real estate securities; and
. The Fund's secondary investment objective is capital appreciation.
Portfolio Contents. 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. See "The Fund's Investments" and "Risks."
No Prior History. Because the Fund is recently organized, its common shares
have no history of public trading. The shares of closed-end investment
companies frequently trade at a discount from their net asset value. This risk
may be greater for investors expecting to sell their shares in a relatively
short period after completion of the public offering. The Fund's common shares
have been approved for listing on the American Stock Exchange upon notice of
issuance under the symbol " ."
(continued on following page)
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The Fund's investment policy of investing in real estate companies,
including REITs, involves a high degree of risk. You could lose some or all of
your investment. See "Risks" beginning on page 19.
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.
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Per Share Total/(1)/
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Public offering price.... $15.000 $
Sales load............... $ 0.675 $
Proceeds to the Fund/(1)/ $14.325 $
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(1)Total expenses of issuance and distribution are estimated to be $
.
The underwriters expect to deliver the common shares to purchasers on or
about , 2001.
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Nuveen Investments
, 2001
(continued from previous page)
Preferred Shares and Leverage. The Fund intends to use leverage in an effort
to maximize returns of the Fund. The Fund intends to use leverage through the
issuance of preferred shares, commercial paper or notes and/or borrowing in an
aggregate amount of approximately 30% of the Fund's capital after such issuance
and/or borrowing. The issuance of preferred shares, commercial paper or notes
or borrowing will leverage your common shares and may cause you to receive a
larger return or loss on your common shares than you would have received
without the use of leverage. Leverage involves special risks, but also affords
an opportunity for greater returns. There is no assurance that the Fund's
leverage strategy will be successful. See "Use of Leverage" and "Description of
Shares."
You should read the Prospectus, which contains important information about
the Fund, before deciding whether to invest and retain it for future reference.
A Statement of Additional Information, dated , 2001, containing additional
information about the Fund, has been filed with the Securities and Exchange
Commission and is 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 38 of this Prospectus,
by calling (800) 257-8787 or by writing the Fund, or you may obtain a copy (and
other information regarding the Fund) from the Securities and Exchange
Commission web site (http://www.sec.gov).
The Fund's common shares 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.
The underwriters named in this Prospectus may purchase up to additional
shares from the Fund under certain circumstances.
-----------------
You should rely only on the information contained or incorporated by
reference into this Prospectus. The fund has not authorized anyone to provide
you with different information. 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 provided by this Prospectus is accurate as of any date
other than the date on the front of this Prospectus.
TABLE OF CONTENTS
Page
----
Prospectus Summary........ 3
Summary of Fund Expenses.. 11
The Fund.................. 12
Use of Proceeds........... 12
The Fund's Investments.... 12
Use of Leverage........... 16
Interest Rate Transactions 18
Risks..................... 19
How the Fund Manages Risk. 24
Management of the Fund.... 25
Net Asset Value........... 27
Distributions............. 27
Page
----
Dividend Reinvestment Plan...................... 28
Description of Shares........................... 29
Certain Provisions in the Declaration of Trust.. 31
Repurchase of Fund Shares; Conversion to
Open-End Fund................................. 32
Tax Matters..................................... 33
Other Matters................................... 34
Underwriting.................................... 35
Custodian and Transfer Agent.................... 37
Legal Opinions.................................. 37
Table of Contents of the Statement of Additional
Information................................... 38
Until , 2001 (25 days after the date of this Prospectus), all
dealers that buy, sell or trade the common shares, whether or not participating
in this offering, may be required to deliver a Prospectus. This is in addition
to the dealers' obligation to deliver a Prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
2
PROSPECTUS SUMMARY
This is only a summary. You should review the more detailed information
contained in the Prospectus and in the Statement of Additional Information.
The Fund................ Nuveen Real Estate Income Fund (the "Fund") is a
newly-organized, non-diversified, closed-end
management investment company.
The Offering............ The Fund is offering common shares of
beneficial interest at $15.00 per share through a
group of underwriters (the "Underwriters") led by
, Nuveen Investments ("Nuveen") and . The
common shares of beneficial interest are called
"Common Shares" in the rest of this Prospectus. You
must purchase at least 100 Common Shares. The Fund
has given the Underwriters an option to purchase up
to additional Common Shares to cover orders in
excess of Common Shares. See "Underwriting."
Nuveen has agreed to pay (i) all organizational
expenses and (ii) offering costs (other than sales
load) that exceed $ per Common Share.
Investment Objectives... The Fund's investment objective is high current
income through investment in real estate securities.
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.
It is the Fund's intention to initially invest
approximately:
. 60% of its total assets in common stocks issued
by real estate companies;
. 30% of its total assets in preferred stocks
issued by real estate companies; and
. 10% of its total assets in convertible preferred
stocks issued by real estate companies.
The actual percentage of common, preferred and
convertible preferred stocks and debt securities in
the Fund's portfolio may vary over time.
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 Investor Service, Inc.
3
("Moody's"), Standard & Poor's, a division of The
McGraw-Hill Companies ("S&P"), or Fitch IBCA, 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 "Use of
Leverage" and "Interest Rate Transactions." The Fund
will not invest in real estate securities that are
controlled by Security Capital Group Incorporated,
an affiliate of the Fund's investment subadviser, or
its affiliates. See "Management of the
Fund--Investment Adviser and Subadviser." All of the
Fund's investments will be in securities of U.S.
issuers and the Fund will generally 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 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 objective of high current
income.
There can be no assurance that the Fund's investment
objectives will be achieved. See "The Fund's
Investments."
Use of Leverage......... The Fund may use leverage through the issuance of
preferred stock ("Fund Preferred Shares"),
commercial paper or notes and/or borrowing in an
aggregate amount of approximately 30% of the Fund's
capital after such issuance and/or borrowing. There
is no assurance that the Fund will issue Fund
Preferred Shares, commercial paper or notes or
engage in borrowing transactions.
Subject to market conditions and the Fund's receipt
of a AAA/aaa credit rating from a nationally
recognized statistical rating organization ("NRSRO")
(typically, Moody's, S&P, and/or Fitch) on Fund
Preferred Shares approximately one to three months
after completion of this offering, the Fund intends
to offer Fund Preferred Shares. Fund Preferred
Shares will have seniority over the Common Shares
and any interest rate transactions the Fund enters
into. The issuance of Fund Preferred Shares will
leverage your investment in Common Shares.
4
Any issuance of commercial paper or notes or
borrowing will have seniority over the Common
Shares. Throughout this Prospectus, commercial
paper, notes or borrowings sometimes may be
collectively referred to as "Borrowings."
There is no guarantee that the Fund's leverage
strategy will be successful. See "Risks--Leverage
Risk." Fund Preferred Shares will pay dividends
based on short-term rates, which will be reset
frequently. Borrowings may be at a fixed or floating
rate and generally will be based on short-term
rates. So long as the rate of return, net of
applicable Fund expenses, on the Fund's portfolio
investments exceeds the Fund Preferred Share
dividend rate, as reset periodically, the interest
rate on any Borrowings, the investment of the
proceeds of Fund Preferred Shares or Borrowings will
generate more income than will be needed to pay such
dividends or interest payment. If so, the excess
will be available to pay higher dividends to holders
of Common Shares ("Common Shareholders").
Interest Rate
Transactions............ In connection with the Fund's anticipated use of
leverage through the sale of Fund Preferred Shares
or Borrowings, the Fund may enter into interest rate
swap or cap transactions. 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. In an interest rate swap, the
Fund would agree to pay to the other party to the
interest rate swap (which is known as the
"counterparty") a fixed rate payment in exchange for
the counterparty agreeing to pay to the Fund a
variable rate payment that is intended to
approximate the Fund's variable rate payment
obligation on Fund Preferred Shares or any variable
rate Borrowings. The payment obligations would be
based on the notional amount of the swap. In an
interest rate cap, the Fund would pay a premium to
the counterparty to the interest rate cap and, to
the extent that a specified variable rate index
exceeds a predetermined fixed rate, would receive
from the counterparty payments of the difference
based on the notional amount of such cap. 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 of the
Common Shares. To the extent there is a decline in
interest rates, the value of the interest rate swap
or cap could decline, resulting in a decline in the
net asset value of the Fund. A sudden and dramatic
decline in interest rates may result in a
significant decline in the net asset value of the
Fund. In addition, if the counterparty to an
interest rate swap or cap defaults, the Fund would
be obligated to make the payments that it had
intended to avoid. Depending on the general state of
short-term interest rates and the returns on the
Fund's portfolio securities at that point in time,
this default could negatively impact the performance
of the Common Shares. In addition, at the time an
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. If the Fund fails to maintain a required
200% asset
5
coverage of the liquidation value of the outstanding
Fund Preferred Shares or if the Fund loses its
expected AAA/aaa rating on Fund Preferred Shares or
fails to maintain other covenants, the Fund may be
required to redeem some or all Fund Preferred
Shares. Similarly, the Fund could be required to
prepay the principal amount of any Borrowings. Such
redemption or prepayment would likely result in the
Fund seeking to terminate early all or a portion of
any swap or cap transaction. Early termination of
the swap could result in a termination payment by or
to the Fund. Early termination of a cap could result
in a termination payment to the Fund. 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 Fund would not enter into interest rate swap or
cap transactions having a notional amount that
exceeded the outstanding amount of the Fund's
leverage.
See "Use of Leverage" and "Interest Rate
Transactions" for additional information.
Investment Adviser and
Subadviser.............. Nuveen Institutional Advisory Corp. ("NIAC") will be
the Fund's investment adviser and Security Capital
Research & Management Incorporated ("Security
Capital") will be the Fund's subadviser. NIAC is a
wholly owned subsidiary of Nuveen and Security
Capital is an indirect wholly owned subsidiary of
Security Capital Group Incorporated ("SCGI").
Security Capital is a registered investment adviser
with over $2.5 billion in assets under management as
of August 30, 2001, all of which are 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.
NIAC will receive an annual fee, payable monthly, in
a maximum amount equal to .90% of the Fund's average
daily net assets (including assets attributable to
any Fund Preferred Shares that may be outstanding
and the principal amount of Borrowings), with lower
fee levels for assets that exceed $500 million. NIAC
will pay a portion of that fee to Security Capital.
NIAC and Security Capital have contractually agreed
to reimburse the Fund for fees and expenses in the
amount of .30% of average daily net assets of the
Fund for the first five full years of the Fund's
operations (through November 30, 2006), and for a
declining amount for an additional five years
(through November 30, 2011). See "Management of the
Fund."
Distributions........... Commencing with the Fund's first dividend, the Fund
intends to make regular monthly cash distributions
to Common Shareholders at a level rate based on the
projected performance of the Fund, which rate may be
adjusted from time to time. The Fund's ability to
maintain a level Common Share dividend rate will
depend on a number of factors, including the
stability of income received from its investments
and dividends payable on Fund Preferred Shares or
interest payments on
6
Borrowings. As portfolio and market conditions
change, the rate of dividends on the Common Shares
and the Fund's dividend policy could change. Over
time, the Fund will distribute all of its net
investment income (after it pays accrued dividends
on any outstanding Fund Preferred Shares and
interest on any Borrowings). In addition, at least
annually, the Fund intends to distribute net capital
gain and taxable ordinary income, if any, to you so
long as the net capital gain and taxable ordinary
income are not necessary to pay accrued dividends
on, or redeem or liquidate any Fund Preferred
Shares, or pay interest on or repay any Borrowings.
Your initial distribution is expected to be declared
approximately 30 to 45 days, and paid approximately
60 days, from the completion of this offering,
depending on market conditions. You may elect to
automatically reinvest some or all of your
distributions in additional Common Shares under the
Fund's Dividend Reinvestment Plan. See
"Distributions" and "Dividend Reinvestment Plan."
Listing and Symbol...... The Common Shares have been approved for listing on
the American Stock Exchange subject to notice of
issuance. See "Description of Shares--Common
Shares." The trading or "ticker" symbol of the
Common Shares is expected to be " ."
Custodian............... The Chase Manhattan Bank will serve as custodian of
the Fund's assets. See "Custodian and Transfer
Agent."
Market Price of Shares.. Shares of closed-end investment companies frequently
trade at a discount from the asset value. This
characteristic is separate and distinct from the
risk that net asset value could decrease as a result
of investment activities and may be a greater risk
to investors expecting to sell their shares in a
relatively short period following completion of this
offering. The Fund cannot predict whether shares
will trade at, above or below net asset value. See
"Use of Leverage," "Risks," "Description of Shares,"
"Repurchase of Fund Shares; Conversion to Open-End
Fund" and the Statement of Additional Information
under "Repurchase of Fund Shares; Conversion to
Open-End Fund." The Common Shares are designed
primarily for long-term investors, and you should
not view the Fund as a vehicle for trading purposes.
Special Risk No Operating History. The Fund is a newly-organized,
Considerations non-diversified, closed-end management investment
company with no history of operations.
Investment Risk. An investment in the Fund is
subject to investment risk, including the possible
loss of the entire principal amount that you invest.
Stock Market and Interest Rate Risk. Your investment
in Common Shares represents an indirect investment
in REIT shares and other real estate securities
owned by the Fund, substantially all of which are
traded on a national securities exchange or in the
over-the-counter markets. The value of these
securities, like other stock market investments, may
move up or down, sometimes rapidly and
unpredictably.
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 market interest rates
7
rise, the market value of such securities generally
will fall. The Fund's investment in such securities
means that the net asset value and market price of
Common Shares will tend to decline if market
interest rates rise.
Your Common Shares at any point in time may be worth
less than what you invested, even after taking into
account the reinvestment of Fund dividends and
distributions. The Fund intends to utilize leverage,
which magnifies the stock market and interest rate
risks. See "Use of Leverage--Leverage Risk."
Leverage Risk. The use of leverage through the
issuance of Fund Preferred Shares or Borrowings
creates an opportunity for increased Common Share
net income and returns, but also creates special
risks for Common Shareholders. There is no assurance
that the Fund's leveraging strategy will be
successful. Leverage creates two major types of
risks for Common Shareholders:
. the likelihood of greater volatility of net
asset value and market price of Common Shares
because changes in the value of the Fund's
portfolio investments, including investments
purchased with the proceeds of the issuance of
Fund Preferred Shares or Borrowings, are borne
entirely by the Common Shareholders; and
. the possibility either that Common Share
income will fall if the dividend rate on Fund
Preferred Shares or the interest rate on any
Borrowings rises, or that Common Share income
will fluctuate because the dividend rate on
Fund Preferred Shares or the interest rate on
any Borrowings varies.
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.
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. A
sudden and dramatic decline in interest rates may
result in a significant decline in the net asset
value of the Fund. See "Interest Rate Transactions."
General Real Estate Risks. Because the Fund
concentrates its assets in the real estate industry,
your investment in the Fund will be closely linked
to the performance of the real estate markets.
Property values may fall due to increasing vacancies
or declining rents resulting from economic, legal,
cultural or technological developments. REIT prices
also may drop because of the failure of borrowers to
pay their loans and poor management. Many REITs
utilize leverage which increases investment risk and
could adversely affect a REIT's operations and
market value in periods of rising interest rates as
well as risks normally associated with debt
financing.
There are special risks associated with particular
sectors of real estate investments:
Retail Properties. Retail properties are affected by
the overall health of the economy and may be
adversely affected by the growth of alternative
8
forms of retailing, bankruptcy, departure or
cessation of operations of a tenant, a shift in
consumer demand due to demographic changes, spending
patterns and lease terminations.
Office Properties. Office properties are affected by
the overall health of the economy, and other factors
such as a downturn in the businesses operated by
their tenants, obsolescence and non-competitiveness.
Hotel Properties. The risks of hotel properties
include, among other things, the necessity of a high
level of continuing capital expenditures,
competition, increases in operating costs which may
not be offset by increases in revenues, dependence
on business and commercial travelers and tourism,
increases in fuel costs and other expenses of
travel, and adverse effects of general and local
economic conditions. Hotel properties tend to be
more sensitive to adverse economic conditions and
competition than many other commercial properties.
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
on a local and regional basis. The failure of any
healthcare operator to comply with governmental laws
and regulations may affect its ability to operate
its facility or receive government reimbursements.
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 the management team, the
level of mortgage rates, presence of competing
properties, adverse economic conditions in the
locale, oversupply, and rent control laws or other
laws affecting such properties.
Other factors may contribute to the riskiness of
real estate investments:
Lack of Insurance. Certain of the portfolio
companies may fail to carry comprehensive liability,
fire, flood, earthquake extended coverage and rental
loss insurance, or insurance in place may be subject
to various policy specifications, limits and
deductibles. 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
impact the Fund's investment performance.
Financial Leverage. REITs may be highly leveraged
and financial covenants may affect the ability of
REITs to operative effectively.
Non-Controlled Property Management. The ability of a
REIT to manage properties that it does not own is
limited by the Code, and therefore a REIT may be
dependent upon entities it does not control for the
management and operation of its business.
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,
operator or responsible party of such properties
and, therefore, may be potentially liable for
removal or remediation costs, as
9
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 shares
of the Fund 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. REIT
shares, like other smaller company stocks, can be
more volatile than, and perform differently from,
larger company stocks. 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. Further, smaller companies
may have fewer business lines; changes in any one
line of business, therefore, may have a greater
impact on a smaller company's stock price than is
the case for a larger company.
As of July 31, 2001, the market capitalization of
REITs ranged in size from approximately $3.3 million
to approximately $12.4 billion. See "Risks--General
Risks of Securities Linked to the Real Estate
Market."
An investment in Common Shares presents certain
other risks:
Lower-rated Securities Risk. The Fund may invest up
to 25% of its total assets in securities of below
grade investment quality (Ba/BB or below), 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. See "Risks--Risks of Investment in
Lower-rated Securities."
Inflation Risk. Inflation risk is the risk that the
value of assets or income from investments will be
worth less in the future as inflation decreases the
value of money. As inflation increases, the real
value of the Common Shares and distributions can
decline and the dividend payments on Fund Preferred
Shares, if any, or interest payments on any
Borrowings may increase. See "Risks--Inflation
Risk."
Non-Diversification. Because the Fund is classified
as "non-diversified" under the Investment Company
Act of 1940, as amended (the "1940 Act"), it can
invest a greater portion of its assets in
obligations of a single issuer than a "diversified"
fund. 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" and
"Risks--Non-Diversified Status."
Anti-Takeover Provisions. The Fund's Declaration of
Trust (the "Declaration") includes provisions that
could limit the ability of other entities or persons
to acquire control of the Fund or convert the Fund
to open-end status. The provisions of the
Declaration described above could have the effect of
depriving the Common Shareholders of opportunities
to sell their Common Shares at a premium over the
then current market price of the Common Shares. See
"Certain Provisions in the Declaration of Trust" and
"Risks--Anti-Takeover Provisions."
10
SUMMARY OF FUND EXPENSES
The following table assumes the issuance of Fund Preferred Shares in an
amount equal to 30% of the Fund's capital (after their issuance), and shows
Fund expenses both as a percentage of net assets attributable to Common Shares
and as a percentage of total net assets including assets attributable to Fund
Preferred Shares ("Managed Assets").
Shareholder Transaction Expenses
Sales Load Paid by You (as a percentage of offering price) 4.50%
Dividend Reinvestment Plan Fees........................... None/(1)/
Percentage of Net
Assets Attributable to
Common Shares/(3)/
Annual Expenses ----------------------
Investment Management Fees/(2)/........... %
Other Expenses/(2)/....................... %
Borrowing-Related Expenses/(2)/........... None
----
Total Annual Expenses/(2)/................ %
Fee and Expense Reimbursement (Years 1-5). %/(4 )/
----
Total Net Annual Expenses (Years 1-5)/(2)/ %/(4 )/
====
--------
(1)You will be charged a $2.50 service charge and pay brokerage charges if you
direct the Plan Agent to sell your Common Shares held in a dividend
reinvestment account.
(2)In the event the Fund, as an alternative to issuing Fund Preferred Shares,
utilizes leverage through Borrowings in an amount equal to 30% of the Fund's
total assets (including the amount obtained from leverage), it is estimated
that, as a percentage of net assets attributable to Common Shares, the
Management Fee would be %, Other Expenses would be %, Leverage-Related
Expenses (assuming an interest rate of %, which interest rate is subject
to change based on prevailing market conditions) would be %, Total Annual
Expenses would be % and Total Net Annual Expenses would be %. Based on
the total net annual expenses and in accordance with the example below, the
expenses for years 1, 3, 5 and 10 would be $ , $ , $ and $ ,
respectively.
(3)Stated as percentages of the Fund's total Managed Assets, and again assuming
the issuance of Fund Preferred Shares in an amount equal to 30% of the
Fund's capital (after their issuance), the Fund's expenses would be
estimated to be as follows:
Percentage of
Managed Assets
Annual Expenses --------------
Management Fees.......................... .90%
Other Expenses........................... %
Borrowing-Related Expenses............... None
----
Total Annual Expenses.................... %
Fee and Expense Reimbursement (Years 1-5) .30%/(4)/
----
Total Net Annual Expenses (Years 1-5).... %/(4)/..
====
(4)NIAC and Security Capital have contractually agreed to reimburse the Fund
for fees and expenses in the amount of .30% of average daily net assets for
the first 5 full years of the Fund's operations, .25% of average daily net
assets in year 6, .20% in year 7, .15% in year 8, .10% in year 9 and .05% in
year 10. Without the reimbursement, "Total Net Annual Expenses" would be
estimated to be % of average daily net assets attributable to Common
Shares and % of average daily net assets. Nuveen has agreed to pay (i) all
organizational expenses and (ii) offering costs (other than sales load) that
exceed $ per Common Share ( % of offering price).
The purpose of the table above is to help you understand all fees and
expenses that you, as a Common Shareholder, would bear directly or indirectly.
The expenses shown in the table are based on estimated amounts for the Fund's
first year of operations and assume that the Fund issues approximately
Common Shares. See "Management of the Fund" and "Dividend Reinvestment Plan."
The following example illustrates the expenses (including the sales load of
$45) that you would pay on a $1,000 investment in Common Shares, assuming (1)
total net annual expenses of % of net assets attributable to Common Shares
in years 1 through 5, increasing to % in year 10 and (2) a 5% annual
return:/(1)/
1 Year 3 Years 5 Years 10 Years/(2 )/
------ ------- ------- -------------
$ $ $ $
The example should not be considered a representation of future expenses.
Actual expenses may be higher or lower.
--------
(1)The example assumes that the estimated Other Expenses set forth in the
Annual Expenses table are accurate, that fees and expenses increase as
described in note 2 below and that all dividends and distributions are
reinvested at net asset value. Actual expenses may be greater or less than
those assumed. Moreover, the Fund's actual rate of return may be greater or
less than the hypothetical 5% return shown in the example. The expenses you
would pay, based on the Fund's expenses as stated as percentages of the
Fund's total net assets (assuming the issuance of Fund Preferred Shares in
an amount equal to approximately 30% of the Fund's capital after their
issuance) and otherwise on the assumptions in the example would be: 1 Year $
; 3 Years $ ; 5 Years $ ; and 10 Years $ .
(2)Assumes reimbursement of fees and expenses of .25% of average daily net
assets in year 6, .20% in year 7, .15% in year 8, .10% in year 9 and .05% in
year 10. NIAC and Security Capital have not agreed to reimburse the Fund for
any portion of its fees and expenses beyond November 30, 2011. See
"Management of the Fund--Investment Management Agreement."
11
THE FUND
The Fund is a newly-organized, non-diversified, closed-end management
investment company registered under the 1940 Act. The Fund was organized as a
Massachusetts business trust on August 27, 2001 pursuant to a Declaration
governed by the laws of the Commonwealth of Massachusetts. As a newly-organized
entity, the Fund has no operating history. The Fund's principal office is
located at 333 West Wacker Drive, Chicago, Illinois 60606, and its telephone
number is (800) 257-8787.
USE OF PROCEEDS
The net proceeds of the offering of Common Shares will be approximately $
($ if the Underwriters exercise the over-allotment option
in full) after payment of the estimated organization and offering costs. Nuveen
has agreed to pay (i) all organizational expenses and (ii) offering costs
(other than sales load) that exceed $ per Common Share. The Fund will
invest the net proceeds of the offering in accordance with the Fund's
investment objectives and policies as stated below. It is presently anticipated
that the Fund will be able to invest substantially all of the net proceeds in
accordance with its investment objectives and policies within [four] months
after the completion of the offering. Pending such investment, it is
anticipated that the proceeds will be invested in U.S. government securities or
high quality, short-term money market instruments.
THE FUND'S INVESTMENTS
Investment Objectives and Policies
The Fund's primary investment objective is high current income through
investment in real estate securities. 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.
It is the Fund's intention to initially invest approximately:
. 60% of its total assets in common stocks issued by real estate companies;
. 30% of its total assets in preferred stocks issued by real estate
companies; and
. 10% of its total assets in convertible preferred stocks issued by real
estate 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.
12
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 A 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 will not invest in real estate securities that are
controlled by SCGI or its affiliates.
The Fund cannot change its investment objectives without the approval of the
holders of a "majority of the outstanding" Common Shares and Fund Preferred
Shares voting together as a single class, and of the holders of a "majority of
the outstanding" Fund Preferred Shares 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 Shares--Fund Preferred Shares--Voting Rights" and the
Statement of Additional Information under "Description of Shares--Fund
Preferred Shares--Voting Rights" for additional information with respect to the
voting rights of holders of Fund Preferred Shares.
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 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
13
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 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 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.
14
Debt Securities. The Fund may invest up to 10% 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 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. 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 the Subadviser to
be of comparable quality. The issuers of these securities have a currently
identifiable vulnerabilty 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 A 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 NIAC 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 NIAC 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, 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
15
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 may use leverage through the issuance of Fund Preferred Shares,
commercial paper or notes and/or borrowing in an aggregate amount of
approximately 30% of the Fund's capital after such issuance and/or borrowing.
The Fund intends to apply for ratings for the Fund Preferred Shares from an
NRSRO (most likely Moody's, S&P and/or Fitch). The Fund presently anticipates
than any Fund Preferred Shares that it intends to issue would be initially
given the highest ratings by Moody's ("Aaa"), S&P ("AAA") or Fitch ("AAA").
Subject to market conditions and the Fund's receipt of AAA/aaa credit rating
on Fund Preferred Shares, approximately one to three months after the
completion of the offering of the Common Shares, the Fund intends to offer Fund
Preferred Shares representing approximately 30% of the Fund's capital
immediately after their issuance. Fund Preferred Shares will have seniority
over the Common Shares and any interest rate transactions the Fund enters into.
The issuance of Fund Preferred Shares will leverage the Common Shares. Any
Borrowings would also leverage, and have seniority over, the Common Shares.
There is no assurance that the Fund's leveraging strategy will be successful.
Changes in the value of the Fund's portfolio securities, including costs
attributable to Fund Preferred Shares or Borrowings, will be borne entirely by
the Common Shareholders. If there is a net decrease (or increase) in the value
of the Fund's investment portfolio, the leverage will decrease (or increase)
the net asset value per Common Share to a greater extent than if the Fund were
not leveraged. During periods in which the Fund is using leverage, the fees
paid to NIAC (and to Security Capital) for advisory services will be higher
than if the Fund did not use leverage because the fees paid will be calculated
on the basis of the Fund's total net assets, including the proceeds from the
issuance of Fund Preferred Shares and the principal amount of Borrowings.
Under the 1940 Act, the Fund is not permitted to issue preferred shares
unless immediately after the issuance the value of the Fund's total assets is
at least 200% of the liquidation value of the outstanding preferred shares
(i.e., such liquidation value may not exceed 50% of the Fund's total assets
less liabilities other than borrowings). In addition, the Fund is not permitted
to declare any cash dividend or other distribution on its Common Shares unless,
at the time of such declaration, the value of the Fund's total assets less
liabilities other than borrowings is at least 200% of such liquidation value.
If Fund Preferred Shares are issued, the Fund intends, to the extent possible,
to purchase or redeem Fund Preferred Shares from time to time to the extent
necessary in order to maintain coverage of any Fund Preferred Shares of at
least 200%. If Fund Preferred Shares are outstanding, two of the Fund's
trustees will be elected by the holders of Fund Preferred Shares, voting
separately as a class. The remaining trustees of the Fund will be elected by
holders of Common Shares and Fund Preferred
16
Shares voting together as a single class. In the event the Fund failed to pay
dividends on Fund Preferred Shares for two years, Fund Preferred Shares would
be entitled to elect a majority of the trustees of the Fund. The failure to pay
dividends or make distributions could result in the Fund ceasing to qualify as
a regulated investment company under the Code, which could have a material
adverse effect on the value of the Common Shares.
Under the 1940 Act, the Fund generally is not permitted to issue commercial
paper or notes or borrow unless immediately after the borrowing or commercial
paper or note issuance the value of the Fund's total assets less liabilities
other than the principal amount represented by commercial paper, notes or
borrowings, is at least 300% of such principal amount. In addition, the Fund is
not permitted to declare any cash dividend or other distribution on its Common
Shares unless, at the time of such declaration, the value of the Fund's total
assets, less liabilities other than the principal amount represented by
commercial paper, notes or borrowings, is at least 300% of such principal
amount. If the Fund borrows, the Fund intends, to the extent possible, to
prepay all or a portion of the principal amount of any outstanding commercial
paper, notes or borrowing to the extent necessary in order to maintain the
required asset coverage. Failure to maintain certain asset coverage
requirements could result in an event of default and entitle the debt holders
to elect a majority of the Board of Trustees.
The Fund may be subject to certain restrictions imposed by either guidelines
of one or more rating agencies which may issue ratings for Fund Preferred
Shares or, if the Fund borrows from a lender, by the lender. These guidelines
may impose asset coverage or portfolio composition requirements that are more
stringent than those imposed on the Fund by the 1940 Act. It is not anticipated
that these covenants or guidelines will impede Security Capital from managing
the Fund's portfolio in accordance with the Fund's investment objectives and
policies. In addition to other considerations, to the extent that the Fund
believes that the covenants and guidelines required by the rating agencies
would impede its ability to meet its investment objectives, or if the Fund is
unable to obtain the rating on Fund Preferred Shares (expected to be AAA/aaa),
the Fund will not issue Fund Preferred Shares.
Assuming that Fund Preferred Shares or Borrowings will represent in the
aggregate approximately 30% of the Fund's capital and pay dividends or interest
or payment rate set by an interest rate transaction at an annual average rate
of %, the income generated by the Fund's portfolio (net of estimated
expenses) must exceed % in order to cover such dividend payments or interest or
payment rates and other expenses specifically related to Fund Preferred Shares
or Borrowings. Of course, these numbers are merely estimates, used for
illustration. Actual Fund Preferred Share dividend rates, interest, or payment
rates may vary frequently and may be significantly higher or lower than the
rate estimated above.
The following table is furnished in response to requirements of the
Securities and Exchange Commission. It is designed to illustrate the effect of
leverage on Common Share total return, assuming investment portfolio total
returns (comprised of income and changes in the value of investments held in
the Fund's portfolio) of -10%, -5%, 0%, 5% and 10%. These assumed investment
portfolio returns are hypothetical figures and are not necessarily indicative
of the investment portfolio returns expected to be experienced by the Fund. The
table further reflects the issuance of Fund Preferred Shares or Borrowings
representing approximately 30% of the Fund's total capital, a % yield on
the Fund's investment portfolio, net of expenses, and the Fund's currently
projected annual Fund Preferred Share dividend rate, borrowing interest rate or
payment rate set by an interest rate transaction of %. See "Risks" and "Use of
Leverage."
Assumed Portfolio Total Return (10.00)% (5.00)% 0.00% 5.00% 10.00%
Common Share Total Return..... % % % % %
Common Share total return is composed of two elements -- the Common Share
dividends paid by the Fund (the amount of which is largely determined by the
net investment income of the Fund after paying dividends on Fund Preferred
Shares or interest on borrowings) and gains or losses on the value of the
securities the Fund owns. As required by Securities and Exchange Commission
rules, the table assumes that the Fund is more likely to suffer capital loss
than to enjoy capital appreciation.
Unless and until the Fund issues Fund Preferred Shares or, alternatively,
uses leverage through Borrowings, the Common Shares will not be leveraged and
this section will not apply.
17
INTEREST RATE TRANSACTIONS
In connection with the Fund's anticipated use of leverage through its sale
of Fund Preferred Shares or Borrowings, the Fund may enter into interest rate
swap or cap transactions. 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 Fund Preferred
Shares 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 the performance of the Common Shares as a result
of leverage.
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, resulting in a decline in the net asset value of the Fund. A
sudden and dramatic decline in interest rates may result in a significant
decline in the net asset value of the Fund. In addition, if short-term interest
rates are lower than the rate of payment on the interest rate swap, this will
reduce the performance of the Common Shares. If, on the other hand, short-term
interest rates are higher than the rate of payment on the interest rate swap,
this will enhance the performance of the Common Shares. Buying interest rate
caps could enhance the performance of the Common Shares by providing a maximum
leverage expense. Buying interest rate caps could also harm the performance 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
payments that the Fund is contractually obligated to make. If the counterparty
defaults, the Fund would be obligated to make the direct payment of the rate of
return on Fund Preferred Shares or the rate of interest on borrowings.
Depending on the general state of short-term interest rates at that point in
time, this 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 NIAC believes does not have the financial resources
to honor its obligation under the interest rate swap or cap transaction.
Further, NIAC 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 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 Fund may choose or be required to redeem some or all Fund Preferred
Shares 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.
18
RISKS
The Fund is a non-diversified, closed-end management investment company
designed primarily as a long-term investment and not as a trading vehicle. The
Fund is not intended to be a complete investment program and, due to the
uncertainty inherent in all investments, there can be no assurance that the
Fund will achieve its investment objectives. Your Common Shares at any point in
time may be worth less than you invested, even after taking into account the
reinvestment of Fund dividends and distributions.
Newly-Organized
The Fund is a newly-organized, non-diversified closed-end management
investment company with no operating history.
Investment Risk
An investment in the Fund is subject to investment risk, including the
possible loss of the entire principal amount that you invest.
Stock Market and Interest Rate Risk
Your investment in Common Shares represents an indirect investment in REIT
shares and other real estate securities owned by the Fund, substantially all of
which are traded on a national securities exchange or in the over-the-counter
markets. 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.
The value of the Common Shares may be affected by a decline in financial
markets in general. 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 and market price of Common Shares will tend to
decline if market interest rates rise.
The Fund intends to utilize leverage, which magnifies the stock market and
interest rate risks. See "Use of Leverage--Leverage Risk."
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
19
. 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 Common Shares may change at different rates compared
to the value of shares 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 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.
20
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.
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.
21
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.
Non-Controlled Property Management. The ability of a REIT to manage
properties that it does not own is limited by the Code and therefore a REIT may
be dependent upon entities it does not control for the management and operation
of its business.
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.
Leverage Risk
Utilization of leverage is a speculative investment technique and involves
certain risks to the holders of Common Shares. These include the possibility of
higher volatility of the net asset value of the Common Shares and potentially
more volatility in the market value of the Common Shares. So long as the Fund
is able to realize a higher net return on its investment portfolio than the
then current cost of any leverage together with other related expenses, the
effect of the leverage will be to cause holders of Common Shares to realize
higher current net investment income than if the Fund were not so leveraged. On
the other hand, to the extent that the then current cost of any leverage,
together with other related expenses, approaches the net return on the Fund's
investment portfolio, the benefit of leverage to holders of Common Shares will
be reduced, and if the then current cost of any leverage were to exceed the net
return on the Fund's portfolio, the Fund's leveraged capital structure would
result in a lower rate of return to Common Shareholders than if the Fund were
not so leveraged. There can be no assurance that the Fund's leverage strategy
will be successful.
22
Any decline in the net asset value of the Fund's investments will be borne
entirely by Common Shareholders. Therefore, if the market value of the Fund's
portfolio declines, the leverage will result in a greater decrease in net asset
value to Common Shareholders than if the Fund were not leveraged. Such greater
net asset value decrease will also tend to cause a greater decline in the
market price for the Common Shares. To the extent that the Fund is required or
elects to redeem any Fund Preferred Shares or prepay any Borrowings, the Fund
may need to liquidate investments to fund such redemptions or prepayments.
Liquidation at times of adverse economic conditions may result in capital loss
and reduce returns to Common Shareholders.
In addition, such redemption or prepayment would likely result in the Fund
seeking to terminate early all or a portion of any swap or cap transaction.
Early termination of the swap could result in a termination payment by or to
the Fund. Early termination of a cap could result in a termination payment to
the Fund. See "Interest Rate Transactions."
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. 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. A sudden and dramatic decline in interest rates may result
in a significant decline in the net asset value of the Fund. See "Interest Rate
Transactions."
Risks of Investment in Lower-Rated Securities
Fixed-income 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 Common Shares. 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 the Subadviser 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.
23
Market Price Discount from Net Asset Value
Shares of closed-end investment companies frequently trade at a discount
from their net asset value. This characteristic is a risk separate and distinct
from the risk that the Fund's net asset value could decrease as a result of its
investment activities and may be greater for investors expecting to sell their
shares in a relatively short period following completion of this offering. The
net asset value of the Common Shares will be reduced immediately following the
offering as a result of the payment of certain offering costs. Whether
investors will realize gains or losses upon the sale of the Common Shares will
depend not upon the Fund's net asset value but entirely upon whether the market
price of the Common Shares at the time of sale is above or below the investor's
purchase price for the Common Shares. Because the market price of the Common
Shares will be determined by factors such as relative supply of and demand for
the Common Shares in the market, general market and economic conditions, and
other factors beyond the control of the Fund, the Fund cannot predict whether
the Common Shares will trade at, below or above net asset value or at, below or
above the initial public offering price.
Inflation Risk
Inflation risk is the risk that the value of assets or income from
investments will be worth less in the future as inflation decreases the value
of money. As inflation increases, the real value of the Common Shares and
distributions can decline. In addition, during any periods of rising inflation,
dividend rates of Fund Preferred Shares would likely increase, which would tend
to further reduce returns to Common Shareholders.
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."
Anti-Takeover Provisions
The Fund's Declaration includes provisions that could limit the ability of
other entities or persons to acquire control of the Fund or convert the Fund to
open-end status. These provisions could have the effect of depriving the Common
Shareholders of opportunities to sell their Common Shares at a premium over the
then current market price of the Common Shares.
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, if issued, Fund Preferred Shares
voting together as a single class, and the approval of the holders of a
majority of the Fund Preferred Shares voting as a separate class.
The Fund may become subject to guidelines which are more limiting than the
investment restriction set forth above in order to obtain and maintain ratings
from an NRSRO on the Fund Preferred Shares that it intends to issue. The Fund
does not anticipate that such guidelines would have a material adverse effect
on the Fund's Common Shareholders or the Fund's ability to achieve its
investment objectives. See "Investment Objectives" in the Statement of
Additional Information for information about these guidelines and a complete
list of the fundamental and non-fundamental investment policies of the Fund.
24
Limited Issuance of Fund Preferred Shares
Under the 1940 Act, the Fund could issue Fund Preferred Shares having a
total liquidation value (original purchase price of the shares being liquidated
plus any accrued and unpaid dividends) of up to one-half of the value of the
total net assets of the Fund. If the total liquidation value of the Fund
Preferred Shares was ever more than one-half of the value of the Fund's total
net assets, the Fund would not be able to declare dividends on the Common
Shares until the liquidation value, as a percentage of the Fund's assets, was
reduced. The Fund intends to issue Fund Preferred Shares representing about 30%
of the Fund's total capital immediately after the time of issuance. This higher
than required margin of net asset value provides a cushion against later
fluctuations in the value of the Fund's portfolio and will subject Common
Shareholders to less income and net asset value volatility than if the Fund
were more leveraged. The Fund intends to purchase or redeem Fund Preferred
Shares, if necessary, to keep the liquidation value of the Fund Preferred
Shares below one-half of the value of the Fund's total net assets.
Limited Borrowings
Under the requirements of the 1940 Act, the Fund, immediately after any
Borrowings, must have an asset coverage of at least 300%. With respect to any
such 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 (as defined in the 1940 Act), bears to the aggregate amount
of such Borrowings represented by senior securities 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 NIAC and Security Capital.
There are seven trustees of the Fund, one of whom is an "interested person" (as
defined in the 1940 Act) and six 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
NIAC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the
investment adviser to the Fund. NIAC serves as investment adviser to investment
portfolios with more than $ billion in assets under management. See the
Statement of Additional Information under "Investment Adviser."
NIAC 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.
NIAC is a wholly owned subsidiary of Nuveen, 333 West Wacker Drive, Chicago,
Illinois 60606. Founded in 1898, Nuveen and its affiliates have over $77
billion of net assets under management or surveillance. Nuveen is a subsidiary
of The John Nuveen Company which, in turn, is a majority-owned subsidiary of
The St. Paul Companies, Inc., a publicly-traded company which is principally
engaged in providing property-liability insurance through subsidiaries.
Security Capital, 11 South LaSalle Street, 2nd Floor, Chicago, Illinois
60603, is the subadviser to the Fund. Security Capital is an indirect, wholly
owned subsidiary of SCGI, a publicly traded company which, together with its
affiliated real estate companies, has a market capitalization of $17.2 billion.
Security Capital, which is registered as an investment adviser with the
Securities and Exchange Commission, commenced operations in January 1995 and
has assets under management of more than $2.5 billion as of August 30, 2001.
25
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. See "The Fund's Investments--Investment
Process."
Investment Management Agreement
Pursuant to an investment management agreement between NIAC and the Fund,
the Fund has agreed to pay for the services and facilities provided by NIAC an
annual management fee, payable on a monthly basis, according to the following
schedule:
Average Daily Net Assets/(1)/ Management Fee
----------------------------- --------------
Up to $500 million.......... .9000%
$500 million to $1 billion.. .8750%
$1 billion to $1.5 billion.. .8500%
$1.5 billion to $2 billion.. .8200%
$2 billion and over......... .8000%
--------
(1)Including net assets attributable to Fund Preferred Shares and the principal
amount of Borrowings.
Security Capital will receive from NIAC, a percent of the management fee
(net of the reimbursements described below) according to the following
schedule:
Percentage of
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%
In addition to the fee of NIAC, the Fund pays all other costs and expenses
of its operations, including compensation of its trustees (other than those
affiliated with NIAC), custodian, transfer agency and dividend disbursing
expenses, legal fees, expenses of independent auditors, expenses of
repurchasing shares, expenses of issuing any Fund Preferred Shares, expenses of
preparing, printing and distributing shareholder reports, notices, proxy
statements and reports to governmental agencies, and taxes, if any.
For the first ten years of the Fund's operation, NIAC and Security Capital
have 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
Year Ending of average daily
November 30 net assets)/(1)/
----------- ----------------
2001/(2)/. 0.30%
2002...... 0.30%
2003...... 0.30%
2004...... 0.30%
2005...... 0.30%
2006...... 0.30%
2007...... 0.25%
2008...... 0.20%
2009...... 0.15%
2010...... 0.10%
2011...... 0.05%
--------
(1)Including net assets attributable to Fund Preferred Shares and the principal
amount of Borrowings.
(2)From the commencement of operations.
26
NIAC and Security Capital have not agreed to reimburse the Fund for any
portion of its fees and expenses beyond November 30, 2011.
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 (currently 4:00
p.m. New York 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 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
Manager 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
Directors 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.
DISTRIBUTIONS
Commencing with the first dividend, the Fund intends to make regular monthly
cash distributions to Common Shareholders at a rate that reflects the past and
projected performance of the Fund. Distributions can only be made after paying
any accrued dividends to Fund Preferred Shares and interest and required
principal payments on all Borrowings. The Fund's ability to maintain a level
dividend rate will depend on a number of factors, including the stability of
income received from its investments and dividends payable on Fund Preferred
Shares or interest payments on Borrowings. As portfolio and market conditions
change, the rate of dividends on
27
the Common Shares and the Fund's dividend policy will likely change. Over time,
the Fund will distribute all of its net investment income, if any, after paying
accrued dividends on outstanding Fund Preferred Shares and interest and
required principal payments on all Borrowings, if any. In addition, the Fund
intends to distribute all of its net capital gain (net long-term capital gain
in excess of net short-term capital loss) and taxable ordinary income, if any,
at least annually after paying any accrued dividends on, or redeeming or
liquidating, any Fund Preferred Shares or making any required payments on
Borrowings. The first monthly dividend is expected to be declared approximately
30 to 45 days, and paid approximately 60 days, from the completion of this
offering, depending on market conditions. Investment company taxable income of
the Fund does not include net capital gain, and is reduced by the Fund's
deductible expenses. The expenses of the Fund are accrued each day. In
addition, the Fund currently expects that a portion of its dividends will
consist of amounts in excess of investment company taxable income derived from
the non-taxable components of the cash flow from the real estate underlying the
Fund's portfolio investments. These amounts would be considered a return of
capital and thus would reduce the basis in shareholders' Common Shares; any
amounts in excess of such basis would be treated as a gain from the sale of
such shares.
To the extent practicable, the Fund will attempt to pay monthly
distributions to shareholders at a level rate, which may be adjusted from time
to time by the Fund's Board of Trustees, although there can be no assurance
that it will be able to do so. In order to maintain such monthly cash
distributions, short-term capital gains and amounts representing a return of
the shareholder's capital may from time to time be included in monthly
distributions. See "Tax Matters."
DIVIDEND REINVESTMENT PLAN
You may elect to have all dividends, including any capital gain dividends,
on your Common Shares automatically reinvested by The Chase Manhattan Bank, as
agent for the Common Shareholders (the "Plan Agent"), in additional Common
Shares under the Dividend Reinvestment Plan (the "Plan"). You may elect to
participate in the Plan by completing the Dividend Reinvestment Plan
Application Form. If you do not participate, you will receive all distributions
in cash paid by check mailed directly to you by The Chase Manhattan Bank as
dividend paying agent.
If you decide to participate in the Plan, the number of Common Shares you
will receive will be determined as follows:
(1) If on the payment date of the dividend, the Common Shares are trading
at or above net asset value, the Fund will issue new shares at a price equal
to the greater of (i) net asset value per Common Share on that date or (ii)
95% of the market price on that date; or
(2) If Common Shares are trading below net asset value at the time of
valuation, the Plan Agent will receive the dividend or distribution in cash
and will purchase Common Shares in the open market, on the American Stock
Exchange or elsewhere, for the participants' accounts. It is possible that
the market price for the Common Shares may increase before the Plan Agent
has completed its purchases. Therefore, the average purchase price per share
paid by the Plan Agent may exceed the market price at the time of valuation,
resulting in the purchase of fewer shares than if the dividend or
distribution had been paid in Common Shares issued by the Fund. The Plan
Agent will use all dividends and distributions received in cash to purchase
Common Shares in the open market within 30 days of the dividend payment
date. Interest will not be paid on any uninvested cash payments.
You may withdraw from the Plan at any time by giving written notice to the
Plan Agent. If you withdraw or the Plan is terminated, you will receive a
certificate for each whole share in your account under the Plan and you will
receive a cash payment for any fraction of a share in your account. If you
wish, the Plan Agent will sell your shares and send you the proceeds, minus
brokerage commissions and a $2.50 service fee.
The Plan Agent maintains all shareholders' accounts in the Plan and gives
written confirmation of all transactions in the accounts, including information
you may need for tax records. Common Shares in your account will be held by the
Plan Agent in non-certificated form. Any proxy you receive will include all
Common Shares you have received under the Plan.
28
There is no brokerage charge for reinvestment of your dividends or
distributions in Common Shares. However, all participants will pay a pro rata
share of brokerage commissions incurred by the Plan Agent when it makes open
market purchases.
Automatically reinvesting dividends and distributions does not mean that you
do not have to pay income taxes due upon receiving dividends and distributions.
The Fund reserves the right to amend or terminate the Plan if in the
judgment of the Board of Trustees the change is warranted. There is no direct
service charge to participants in the Plan; however, the Fund reserves the
right to amend the Plan to include a service charge payable by the
participants. Additional information about the Plan may be obtained from The
Chase Manhattan Bank, P.O. Box 660086, Dallas, Texas 75266-0086, (800)
257-8787.
DESCRIPTION OF SHARES
Common Shares
The Declaration 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
Fund Preferred Shares are outstanding, Common Shareholders will not be entitled
to receive any distributions from the Fund unless all accrued dividends on Fund
Preferred Shares have been paid, and unless asset coverage (as defined in the
1940 Act) with respect to Fund Preferred Shares would be at least 200% after
giving effect to the distributions. See "--Fund Preferred Shares" below.
The Common Shares have been approved for listing on the American Stock
Exchange, subject to notice of issuance. 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.
The Fund's net asset value per share generally increases when interest rates
decline, and decreases when interest rates rise, and these changes are likely
to be greater because the Fund intends to have a leveraged capital structure.
Net asset value will be reduced immediately following the offering by the
amount of the sales load and organization and offering expenses paid by the
Fund. Nuveen has agreed to pay (i) all organizational expenses and (ii)
offering costs (other than sales load) that exceed $ per Common Share. See
"Use of Proceeds."
Unlike open-end funds, closed-end funds like the Fund do not continuously
offer shares and do not provide daily redemptions. Rather, if a shareholder
determines to buy additional Common Shares or sell shares already held, the
shareholder may conveniently do so by trading on the exchange through a broker
or otherwise. Shares of closed-end investment companies may frequently trade on
an exchange at prices lower than net asset value. Shares of closed-end
investment companies like the Fund that invest predominately in real estate
securities have during some periods traded at prices higher than net asset
value and during other periods have traded at prices lower than net asset
value.
Because the market value of the Common Shares may be influenced by such
factors as dividend levels (which are in turn affected by expenses), call
protection, dividend stability, portfolio credit quality, net asset value,
relative demand for and supply of such shares in the market, general market and
economic conditions, and other factors beyond the control of the Fund, the Fund
cannot assure you that Common Shares will trade at a price equal to or higher
than net asset value in the future. The Common Shares are designed primarily
for long-term investors, and investors in the Common Shares should not view the
Fund as a vehicle for trading purposes. See "Fund Preferred Shares and
Leverage" and the Statement of Additional Information under "Repurchase of Fund
Shares; Conversion to Open-End Fund."
29
Fund Preferred Shares
The Declaration authorizes the issuance of an unlimited number of Fund
Preferred Shares, par value $0.01 per share, in one or more classes or series,
with rights as determined by the Board of Trustees, by action of the Board of
Trustees without the approval of the Common Shareholders.
The Fund's Board of Trustees has indicated its intention to authorize an
offering of Fund Preferred Shares (representing approximately 30% of the Fund's
capital immediately after the time the Fund Preferred Shares are issued)
approximately one to three months after completion of the offering of Common
Shares. Any such decision is subject to market conditions, a credit rating of
AAA/aaa from an NRSRO, and to the Board's continuing belief that leveraging the
Fund's capital structure through the issuance of Fund Preferred Shares is
likely to achieve the benefits to the Common Shareholders described in this
Prospectus. Although the terms of the Fund Preferred Shares will be determined
by the Board of Trustees (subject to applicable law and the Fund's Declaration)
if and when it authorizes a Fund Preferred Shares offering, the Board has
determined that the Fund Preferred Shares, at least initially, would likely pay
cumulative dividends at rates determined over relatively shorter-term periods
(such as 7 days), by providing for the periodic redetermination of the dividend
rate through an auction or remarketing procedure. The Board of Trustees has
indicated that the preference on distribution, liquidation preference, voting
rights and redemption provisions of the Fund Preferred Shares will likely be as
stated below.
Limited Issuance of Fund Preferred Shares. Under the 1940 Act, the Fund
could issue Fund Preferred Shares with an aggregate liquidation value of up to
one-half of the value of the Fund's total net assets, measured immediately
after issuance of the Fund Preferred Shares. "Liquidation value" means the
original purchase price of the shares being liquidated plus any accrued and
unpaid dividends. In addition, the Fund is not permitted to declare any cash
dividend or other distribution on its Common Shares unless the liquidation
value of the Fund Preferred Shares is less than one-half of the value of the
Fund's total net assets (determined after deducting the amount of such dividend
or distribution) immediately after the distribution. If the Fund sells all the
Common Shares and Fund Preferred Shares discussed in this Prospectus, the
liquidation value of the Fund Preferred Shares is expected to be approximately
30% of the value of the Fund's total net assets. The Fund intends to purchase
or redeem Fund Preferred Shares, if necessary, to keep that fraction below
one-half.
Distribution Preference. The Fund Preferred Shares have complete priority
over the Common Shares as to distribution of assets.
Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Fund, holders of
Fund Preferred Shares will be entitled to receive a preferential liquidating
distribution (expected to equal the original purchase price per share plus
accumulated and unpaid dividends thereon, whether or not earned or declared)
before any distribution of assets is made to holders of Common Shares.
Voting Rights. Fund Preferred Shares are required to be voting shares and to
have equal voting rights with Common Shares. Except as otherwise indicated in
this Prospectus or the Statement of Additional Information and except as
otherwise required by applicable law, holders of Fund Preferred Shares will
vote together with Common Shareholders as a single class.
Holders of Fund Preferred Shares, voting as a separate class, will be
entitled to elect two of the Fund's trustees. The remaining trustees will be
elected by Common Shareholders and holders of Fund Preferred Shares, voting
together as a single class. In the unlikely event that two full years of
accrued dividends are unpaid on the Fund Preferred Shares, the holders of all
outstanding Fund Preferred Shares, voting as a separate class, will be entitled
to elect a majority of the Fund's trustees until all dividends in arrears have
been paid or declared and set apart for payment. In order for the Fund to take
certain actions or enter into certain transactions, a separate class vote of
holders of Fund Preferred Shares will be required, in addition to the single
class vote of the holders of Fund Preferred Shares and Common Shares. See the
Statement of Additional Information under "Description of Shares--Fund
Preferred Shares--Voting Rights."
30
Redemption, Purchase and Sale of Fund Preferred Shares. The terms of the
Fund Preferred Shares may provide that they are redeemable at certain times, in
whole or in part, at the original purchase price per share plus accumulated
dividends. The terms may also state that the Fund may tender for or purchase
Fund Preferred Shares and resell any shares so tendered. Any redemption or
purchase of Fund Preferred Shares by the Fund will reduce the leverage
applicable to Common Shares, while any resale of shares by the Fund will
increase such leverage. See "Fund Preferred Shares and Leverage."
Borrowings
The Declaration authorizes the Fund, without prior approval of the Common
Shareholders, 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.
Limitations. Under the requirements of the 1940 Act, the Fund, immediately
after any Borrowings, 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 (as defined in the 1940 Act), bears to the
aggregate amount of such Borrowings represented by senior securities 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.
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 Common Shareholders, and the terms of any such Borrowings may
contain provisions which limit certain activities of the Fund, including the
payment of dividends to Common Shareholders in certain circumstances.
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.
The discussion above describes the Board of Trustees' present intention with
respect to a possible offering of Fund Preferred Shares or 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.
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 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 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.
31
The Declaration 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 requires a vote by holders of at
least two-thirds of the Common Shares and Fund Preferred Shares 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) a 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 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 Fund Preferred Shares 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 Fund Preferred Shares 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 Fund Preferred Shares, the action in question will also require the
affirmative vote of the holders of at least two-thirds of the Fund's Fund
Preferred Shares 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 or the
By-laws, the affirmative vote of the holders of at least a majority of the Fund
Preferred Shares 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 Fund Preferred Shares are
higher than those required by the 1940 Act. The Board of Trustees believes that
the provisions of the Declaration 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."
The provisions of the Declaration described above could have the effect of
depriving the Common Shareholders of opportunities to sell their Common Shares
at a premium over the then current market price of the Common Shares by
discouraging a third party from seeking to obtain control of the Fund in a
tender offer or similar transaction. The overall effect of these provisions is
to render more difficult the accomplishment of a merger or the assumption of
control by a third party. They provide, however, the advantage of potentially
requiring persons seeking control of the Fund to negotiate with its management
regarding the price to be paid and facilitating the continuity of the Fund's
investment objectives and policies. The Board of Trustees of the Fund has
considered the foregoing anti-takeover provisions and concluded that they are
in the best interests of the Fund and its Common Shareholders.
Reference should be made to the Declaration on file with the Securities and
Exchange Commission 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,
32
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 Fund Preferred Shares 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
hould 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.
TAX MATTERS
Federal Income Tax Matters
The following brief tax discussion assumes you are a U.S. shareholder and
that you hold your shares as a capital asset. In the Statement of Additional
Information we have provided more detailed information regarding the tax
consequences of investing in the Fund. Dividends paid to you out of the Fund's
"investment company taxable income" (which includes dividends the Fund receives
on REIT shares, interest income, and net short-term capital gain) will be
taxable to you as ordinary income to the extent of the Fund's earnings and
profits. Distributions of net capital gain (the excess of net long-term capital
gain over net short-term capital loss), if any, are taxable to you as long-term
capital gains, regardless of how long you have held your Fund shares. A
distribution of an amount in excess of the Fund's earnings and profits is
treated as a non-taxable return of capital that reduces your tax basis in your
Common Shares; any such distributions in excess of your basis are treated as
gain from a sale of your shares. The tax treatment of your dividends and
distributions will be the same regardless of whether they were paid to you in
cash or reinvested in additional Common Shares.
A distribution will be treated as paid to you on December 31 of the current
calendar year if it is declared by the Fund in October, November or December
with a record date in such a month and paid during January of the following
year.
Each year, we will notify you of the tax status of dividends and other
distributions.
If you sell your Common Shares, or have shares repurchased by the Fund, you
may realize a capital gain or loss which will be long-term or short-term,
depending on your holding period for the shares.
33
We may be required to withhold U.S. federal income tax from all taxable
distributions payable if you
. fail to provide us with your correct taxpayer identification number;
. fail to make required certifications; or
. have been notified by the IRS that you are subject to backup withholding.
The withholding percentage is currently 30.5% and will decrease to 30% in
2002 and 2003, 29% in 2004 and 2005, and 28% thereafter until 2011, when the
percentage will revert to 31% unless amended by Congress. This withholding is
not an additional tax. Any amounts withheld may be credited against your U.S.
federal income tax liability.
The Fund intends to qualify as a regulated investment company under federal
income tax law. If the Fund so qualifies and distributes each year to its
shareholders at least 90% of its investment company taxable income, the Fund
will not be required to pay federal income taxes on any income it distributes
to shareholders. If the Fund distributes less than an amount equal to the sum
of 98% of its ordinary income and 98% of its capital gain net income and such
amounts from previous years that were not distributed, then the Fund will be
subject to a 4% excise tax on the undistributed amounts. Fund distributions
also may be subject to state and local taxes. You should consult with your own
tax adviser regarding the particular consequences of investing in the Fund.
OTHER MATTERS
A lawsuit brought in June 1996 (Green et al. v. Nuveen Advisory Corp., et
al.) by certain individual common shareholders of six leveraged closed-end
funds sponsored by Nuveen is currently pending in federal district court. The
plaintiffs allege that the leveraged closed-end funds engaged in certain
practices that violated various provisions of the 1940 Act and common law. The
plaintiffs also alleged, among other things, breaches of fiduciary duty by the
funds' directors and Nuveen Advisory Corp. ("Nuveen Advisory"), an affiliate of
NIAC, and various misrepresentations and omissions in prospectuses and
shareholder reports relating to the use of leverage through the issuance and
periodic auctioning of preferred stock and the basis of the calculation and
payment of management fees to Nuveen Advisory and Nuveen. Plaintiffs also filed
a motion to certify defendant and plaintiff classes. The defendants filed
motions to dismiss the entire lawsuit asserting that the claims are without
merit and to oppose certification of any classes.
On March 30, 1999, the court entered a memorandum opinion and order (1)
granting the defendants' motion to dismiss all of plaintiffs' counts against
the defendants other than Nuveen Advisory, (2) granting Nuveen Advisory's
motion to dismiss all of plaintiffs' counts against it other than breach of
fiduciary duty under Section 36(b) of the 1940 Act, and (3) denying the
Plaintiffs' motion to certify a plaintiff class and a defendant class. No
appeal was made by plaintiffs of this decision, and the remaining Section 36(b)
count against Nuveen Advisory has proceeded through the discovery phase.
As to alleged damages, plaintiffs have claimed as damages the portion of all
advisory compensation received by Nuveen Advisory from the funds during the
period from June 21, 1995 to the present that is equal to the proportion of
each of such fund's preferred stock to its total assets. The preferred stock
constitutes approximately one third of the funds' assets so the amount claimed
would equal approximately one third of management fees received by Nuveen
Advisory for managing the funds during this period, or more than $60 million.
Nuveen Advisory believes that it has no liability and that plaintiffs have
suffered no damages and has filed a motion for summary judgment as to both
liability and damages. Plaintiffs have filed a partial motion for summary
judgment as to liability only. Both motions are fully briefed and are awaiting
decisions by the Court. At a hearing on March 30, 2001, the judge set the case
for trail on December 3, 2001. Nuveen Advisory will continue to vigorously
contest the remaining count of this action.
While the Fund cannot assure you that the litigation will be decided in
Nuveen Advisory's favor, NIAC believes a decision, if any, against Nuveen
Advisory would have no material adverse effect on the Fund, its Common Shares,
or the ability of NIAC to perform its duties under the investment management
agreement.
34
UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, each Underwriter named below has severally agreed to
purchase, and the Fund has agreed to sell to such Underwriter, the number of
Common Shares set forth opposite the name of such Underwriter.
Number of
Underwriters Shares
------------ ---------
Nuveen Investments...
--------
Total.........
========
The underwriting agreement provides that the obligations of the several
Underwriters to purchase the Common Shares included in this offering are
subject to approval of certain legal matters by counsel and to certain other
conditions. The Underwriters are obligated to purchase all the Common Shares
(other than those covered by the over-allotment option described below) if they
purchase any of the Common Shares. The representatives have advised the Fund
that the Underwriters do not intend to confirm any sales to any accounts over
which they exercise discretionary authority.
The Underwriters, for whom , Nuveen Investments and
are acting as representatives, propose to offer some of the Common
Shares directly to the public at the public offering price set forth on the
cover page of this Prospectus and some of the Common Shares to certain dealers
at the public offering price less a concession not in excess of $0.45 per
Common Share. The sales load the Fund will pay of $0.675 per share is equal to
4.5% of the initial offering price. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of $0.10 per Common Share on
sales to certain other dealers. [Certain dealers acting in the capacity of
sub-underwriters may receive additional compensation for acting in such a
capacity.] If all of the Common Shares are not sold at the initial offering
price, the representatives may change the public offering price and other
selling terms. Investors must pay for any Common Shares purchased on or before
, 2001. In connection with this offering, Nuveen may perform
clearing services without charge for brokers and dealers for whom it regularly
provides clearing services that are participating in the offering as members of
the selling group.
The Fund has granted to the Underwriters an option, exercisable for 45 days
from the date of this Prospectus, to purchase up to additional Common
Shares at the public offering price less the sales load. The Underwriters may
exercise such option solely for the purpose of covering over- allotments, if
any, in connection with this offering. To the extent such option is exercised,
each Underwriter will be obligated, subject to certain conditions, to purchase
a number of additional Common Shares approximately proportionate to such
Underwriter's initial purchase commitment.
The Fund, NIAC and Security Capital have agreed that, for a period of 180
days from the date of this Prospectus, they will not, without the prior written
consent of , on behalf of the Underwriters, dispose of
or hedge any Common Shares or any securities convertible into or exchangeable
for Common Shares. in its sole discretion may release
any of the securities subject to these agreements at any time without notice.
Prior to the offering, there has been no public market for the Common
Shares. Consequently, the initial public offering price for the Common Shares
was determined by negotiation among the Fund, NIAC and the representatives.
There can be no assurance, however, that the price at which the Common Shares
will sell in the public market after this offering will not be lower than the
price at which they are sold by the Underwriters or that an active trading
market in the Common Shares will develop and continue after this offering. The
Common Shares have been approved for listing on the American Stock Exchange,
subject to official notice of issuance.
35
The Fund, NIAC and Security Capital have each agreed to indemnify the
several Underwriters or contribute to losses arising out of certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
Nuveen has agreed to pay (i) all organizational expenses and (ii) offering
costs (other than sales load) that exceed $ per share.
In addition, the Fund has agreed to reimburse the Underwriters for certain
expenses incurred by the Underwriters in the offering.
In connection with the requirements for listing the Fund's Common Shares on
the American Stock Exchange, the Underwriters have undertaken to sell lots of
100 or more Common Shares to a minimum of 400 beneficial owners in the United
States. The minimum investment requirement is 100 Common Shares.
Certain Underwriters may make a market in the Common Shares after trading in
the Common Shares has commenced on the American Stock Exchange. No Underwriter
is, however, obligated to conduct market-making activities and any such
activities may be discontinued at any time without notice, at the sole
discretion of the Underwriter. No assurance can be given as to the liquidity
of, or the trading market for, the Common Shares as a result of any
market-making activities undertaken by any Underwriter. This Prospectus is to
be used by any Underwriter in connection with the offering and, during the
period in which a prospectus must be delivered, with offers and sales of the
Common Shares in market-making transactions in the over-the-counter market at
negotiated prices related to prevailing market prices at the time of the sale.
The Underwriters have advised the Fund that, pursuant to Regulation M under
the Securities Exchange Act of 1934, as amended, certain persons participating
in the offering may engage in transactions, including stabilizing bids,
covering transactions or the imposition of penalty bids, which may have the
effect of stabilizing or maintaining the market price of the Common Shares on
the American Stock Exchange at a level above that which might otherwise prevail
in the open market. A "stabilizing bid" is a bid for or the purchase of the
Common Shares on behalf of an Underwriter for the purpose of fixing or
maintaining the price of the Common Shares. A "covering transaction" is a bid
for or purchase of the Common Shares on behalf of an Underwriter to reduce a
short position incurred by the Underwriters in connection with the offering. A
"penalty bid" is a contractual arrangement whereby if, during a specified
period after the issuance of the Common Shares, the Underwriters purchase
Common Shares in the open market for the account of the underwriting syndicate
and the Common Shares purchased can be traced to a particular Underwriter or
member of the selling group, the underwriting syndicate may require the
Underwriter or selling group member in question to purchase the Common Shares
in question at the cost price to the syndicate or may recover from (or decline
to pay to) the Underwriter or selling group member in question any or all
compensation (including, with respect to a representative, the applicable
syndicate management fee) applicable to the Common Shares in question. As a
result, an Underwriter or selling group member and, in turn, brokers may lose
the fees that they otherwise would have earned from a sale of the Common Shares
if their customer resells the Common Shares while the penalty bid is in effect.
The Underwriters are not required to engage in any of these activities, and any
such activities, if commenced, may be discontinued at any time.
The underwriting agreement provides that it may be terminated in the
absolute discretion of the representatives without liability on the part of any
Underwriter to the Fund or NIAC if, prior to delivery of and payment for the
Common Shares, (i) trading in the Common Shares or securities generally on the
New York Stock Exchange, American Stock Exchange, Nasdaq National Market or the
Nasdaq Stock Market shall have been suspended or materially limited, (ii)
additional material governmental restrictions not in force on the date of the
underwriting agreement have been imposed upon trading in securities generally
or a general moratorium on commercial banking activities in New York shall have
been declared by either federal or state authorities or (iii) any outbreak or
material escalation of hostilities or other international or domestic calamity,
crisis or change in political, financial or economic conditions, occurs, the
effect of which is such as to make it, in the judgment of the representatives,
impracticable or inadvisable to commence or continue the offering of the Common
Shares at
36
the offering price to the public set forth on the cover page of the Prospectus
or to enforce contracts for the resale of the Common Shares by the
Underwriters.
The Fund anticipates that from time to time the representatives of the
Underwriters and certain other 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.
Prior to the public offering of Common Shares, NIAC will purchase Common
Shares from the Fund in an amount satisfying the net worth requirements of
Section 14(a) of the 1940 Act.
Nuveen, one of the representatives of the Underwriters, is the parent
company of NIAC.
The principal business address of is .
CUSTODIAN AND TRANSFER AGENT
The custodian of the assets of the Fund is The Chase Manhattan Bank, P.O.
Box 660086, Dallas, Texas 75266-0086. The Custodian performs custodial, fund
accounting and portfolio accounting services. The Fund's transfer, shareholder
services and dividend paying agent is also The Chase Manhattan Bank.
LEGAL OPINIONS
Certain legal matters in connection with the Common Shares will be passed
upon for the Fund by Bell, Boyd & Lloyd LLC, Chicago, Illinois, and for the
Underwriters by . Bell, Boyd & Lloyd LLC and
may rely as to certain matters of Massachusetts law on the opinion of
Bingham Dana LLP, Boston, Massachusetts.
37
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
Page
----
Use of Proceeds............................................. 1
Investment Objectives....................................... 1
Investment Policies and Techniques.......................... 3
Interest Rate Transactions.................................. 6
Management of the Fund...................................... 8
Investment Advisers......................................... 13
Portfolio Transactions and Brokerage........................ 15
Distributions............................................... 17
Description of Shares....................................... 18
Certain Provisions in the Declaration of Trust.............. 21
Repurchase of Fund Shares; Conversion to Open-End Fund...... 23
Tax Matters................................................. 25
Performance Related and Comparative Information............. 30
Experts..................................................... 31
Custodian................................................... 32
Additional Information...................................... 32
Report of Independent Auditors.............................. 33
Financial Statements........................................ 34
Ratings of Investments (Appendix A)......................... A-1
Performance Related and Comparative Information (Appendix B) B-1
38
FRH-CA-8-01
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shares
Nuveen Real Estate Income Fund
Common Shares
-----------------
PROSPECTUS
, 2001
-----------------
Nuveen Investments
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED ____________, 2001
Nuveen Real Estate Income Fund
STATEMENT OF ADDITIONAL INFORMATION
Nuveen Real Estate Income Fund (the "Fund") is a newly-organized,
non-diversified closed-end management investment company.
This Statement of Additional Information relating to common shares of
the Fund ("Common Shares") does not constitute a prospectus, but should be read
in conjunction with the Fund's Prospectus relating thereto dated _________ __,
2001 (the "Prospectus"). This Statement of Additional information does not
include all information that a prospective investor should consider before
purchasing Common Shares, and investors should obtain and read the Fund's
Prospectus prior to purchasing such shares. A copy of the Fund's Prospectus may
be obtained without charge by calling (800) 257-8787 or by writing to the Fund
at 333 West Wacker, Chicago, Illinois 60606. You may also obtain a copy of the
Fund's Prospectus on the Securities and Exchange Commission's web site
(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.
TABLE OF CONTENTS
Page
----
USE OF PROCEEDS ........................................................... 1
INVESTMENT OBJECTIVES ..................................................... 1
INVESTMENT POLICIES AND TECHNIQUES ........................................ 3
INTEREST RATE TRANSACTIONS ................................................ 6
MANAGEMENT OF THE FUND .................................................... 8
INVESTMENT ADVISERS ....................................................... 13
PORTFOLIO TRANSACTIONS AND BROKERAGE ...................................... 15
DISTRIBUTIONS ............................................................. 17
DESCRIPTION OF SHARES ..................................................... 18
CERTAIN PROVISIONS IN THE DECLARATION OF TRUST ............................ 21
REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND .................... 23
TAX MATTERS ............................................................... 25
PERFORMANCE RELATED AND COMPARATIVE INFORMATION ........................... 30
EXPERTS ................................................................... 31
CUSTODIAN ................................................................. 32
ADDITIONAL INFORMATION .................................................... 32
REPORT OF INDEPENDENT AUDITORS ............................................ 33
FINANCIAL STATEMENTS ...................................................... 34
APPENDIX A - Ratings of Investments ....................................... A-1
APPENDIX B - Performance Related and Comparative Information .............. B-1
This Statement of Additional Information is dated __________ __, 2001
i
USE OF PROCEEDS
The net proceeds of the offering of Common Shares of the Fund will be
approximately: $______________ ($_____________ if the Underwriters exercise the
over-allotment option in full) after payment of organization and offering costs.
For the Fund, Nuveen has agreed to pay (i) all organizational expenses
and (ii) offering costs (other than sales load) that exceed $_____ per Common
Share.
Pending investment in real estate securities that meet the Fund's
investment objectives and policies, the net proceeds of the offering will be
invested in U.S. government securities or high quality, short-term money market
instruments.
INVESTMENT OBJECTIVES
The Funds primary investment objective is high current income through
investment in real estate securities. 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, if issued, Fund Preferred Shares (as hereinafter defined) voting
together as a single class, and of the holders of a majority of the outstanding
Fund Preferred Shares 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 and "Description of Shares - Fund Preferred
Shares - Voting Rights" below, "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 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. As
described in the Prospectus in the section entitled "Risks", 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.
2
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.
The Fund intends to apply for ratings for its preferred shares (called
"Fund Preferred Shares" or "Fund Preferred Shares" herein) from a nationally
recognized statistical rating organization ("NRSRO") (typically, Moody's, S&P or
Fitch). In order to obtain and maintain the required ratings, the Fund may be
required to comply with investment quality, diversification and other guidelines
established by the NRSRO. Such guidelines will likely be more restrictive than
the restrictions set forth above. The Fund may also be subject to certain
restrictions and guidelines imposed by lenders if the Fund engages in
Borrowings. The Fund does not anticipate that such guidelines would have a
material adverse effect on its Common Shareholders or its ability to achieve its
investment objectives. The Fund presently anticipates that any Fund Preferred
Shares that it intends to issue would be initially given the highest ratings
typically by Moody's ("Aaa"), S&P ("AAA") or Fitch ("AAA"), but no assurance can
be given that such ratings will be obtained. NRSROs receive fees in connection
with their ratings issuances.
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 stock 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 securities, including convertible debt securities, issued or
guaranteed by real estate 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 securities, including:
. 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)
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
3
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 30% 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 our shares. 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
4
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 the Subadviser 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 (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.
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."
No Investments in Real Estate Securities Controlled by SCGI
The Fund will not invest in real estate securities that are controlled by
SCGI, an affiliate of the Subadviser, or its affiliates.
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 securities. Short-term taxable 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 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
5
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. The investment adviser
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. NIAC and Security Capital 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.
INTEREST RATE TRANSACTIONS
In connection with the Fund's anticipated use of leverage through its sale
of Fund Preferred Shares or Borrowings, the Fund may enter into interest rate
swap or cap transactions. 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 Fund Preferred Shares
or 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
6
reduce or eliminate the risk that an increase in short-term interest rates could
have on the performance of the Common Shares as a result of leverage.
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, resulting in a decline in the net asset value of the Fund.
A sudden and dramatic decline in interest rates may result in a significant
decline in the net asset value of the Fund. In addition, if short-term interest
rates are lower than the rate of payment on the interest rate swap, this will
reduce the performance of the Common Shares. If, on the other hand, short-term
interest rates are higher than the rate of payment on the interest rate swap,
this will enhance the performance of the Common Shares. Buying interest rate
caps could enhance the performance of the Common Shares by providing a maximum
leverage expense. Buying interest rate caps could also harm the performance 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 payments
that the Fund is contractually obligated to make. If the counterparty defaults,
the Fund would be obligated to make the direct payment of the rate of return on
the Fund Preferred Shares or rate of interest on Borrowings. Depending on the
general state of short-term interest rates at that point in time, this 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 counter-party that NIAC
believes does not have the financial resources to honor its obligation under the
interest rate swap or cap transaction. Further, NIAC 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 Fund's Common Shares.
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.
7
The Fund may choose or be required to redeem some or all of the Fund
Preferred Shares 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 seven, one of whom is an "interested" person (as the term
"interested" persons is defined in the investment Company Act of 1940) and six
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, SCGI or its affiliates. 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 below, with those
trustees who are "interested" persons of the Fund indicated by an asterisk.
Positions and Offices Principal Occupations During Past
Name and Address Birthdate with the Fund Five Years
---------------- --------- --------------------- ----------------------------------
Timothy R. Schwertfeger* 3/28/49 Chairman of the Board, Chairman and Director (since July 1996) of
333 West Wacker Drive President and Trustee The John Nuveen Company, Nuveen
Chicago, IL 60606 Investments, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.; prior
thereto, Executive Vice President and
Director of The John Nuveen Company and
Nuveen Investments; Director (since 1992)
and Chairman (since 1996) of Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp.; Chairman and Director
(since January 1997) of Nuveen Asset
Management, Inc.; Director (since 1996) of
Institutional Capital Corporation; Chairman
and Director of Rittenhouse Financial
Services Inc. (since 1999); Chief
Executive officer (since September 1999) of
Nuveen Senior Loan Asset Management Inc.
8
Positions and Offices Principal Occupations During Past Five
Name and Address Birthdate with the Fund Years
---------------- --------- --------------------- ---------------------------------------
James E. Bacon 2/27/31 Trustee Business consultant and Treasurer, Cathedral
114 W. 47th St. of St. John the Devine (New York City);
New York, NY 10036 formerly (1992-1999), Director of Lone Star
Industries, Inc.; previously, Director and
Executive Vice President of U.S. Trust
Corporation and Trustee of United States
Trust Company of New York.
William E. Bennett 10/16/46 Trustee Private Investor; previously President and
55 W. Monroe Chief Executive Officer, Draper & Kramer, Inc.
Chicago, IL 60606 (September 1995 - August 1998).
Jack B. Evans 10/22/48 Trustee President, The Hall-Perrine Foundation, a
115 Third Street, S.E. private philanthropic corporation (since
Cedar Rapids, IA 52401 1996); Director, Alliant Energy; Director and
Vice Chairman United Fire & Casualty Company;
formerly President and Chief Operating
Officer, SCI Financial Group, Inc., a
regional financial services firm.
William L. Kissick 7/29/32 Trustee Professor, School of Medicine and the
University of Pennsylvania Wharton School of Management and former
224 NEB/2L Chairman, Leonard Davis Institute of
Philadelphia, PA 19104 Health Economics, University of
Pennsylvania.
Thomas E. Leafstrand 11/11/31 Trustee Retired, previously Vice President in
412 W. Franklin charge of Municipal Underwriting and
Wheaton, IL 60187 Dealer Sales at The Northern Trust
Company.
Sheila W. Wellington 2/24/32 Trustee President (since 1993) of Catalyst (a
250 Park Avenue not-for-profit organization focusing on
New York, NY 10003 women's leadership development in
business and the professions).
Alan G. Berkshire 12/28/60 Vice President and Senior Vice President and General Counsel
333 West Wacker Drive Assistant Secretary (since September 1997) and Secretary (since
Chicago, IL 60606 May 1998) of The John Nuveen Company, Nuveen
Investments, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.; Senior
Vice President and Secretary (since
September 1999) of Nuveen Senior Loan Asset
Management Inc.; prior thereto, Partner in
the law firm of Kirkland & Ellis.
Peter H. D'Arrigo 11/28/67 Vice President and Vice President (since January 1999),
333 West Wacker Drive Treasurer previously Assistant Vice President
Chicago, IL 60606 (from January 1997) of Nuveen Investments,
Associate prior thereto; Vice President and
Treasurer (since September 1999) of Nuveen
Senior Loan Asset Management Inc.; Chartered
Financial Analyst.
9
Positions and Offices Principal Occupations During Past
Name and Address Birthdate with the Fund Five Years
---------------- --------- --------------------- ----------------------------------
Michael S. Davern 6/26/57 Vice President Vice President of Nuveen Advisory Corp.
333 West Wacker Drive (since January 1997) and Nuveen Institutional
Chicago, IL 60606 Advisory Corp. (since 1998); prior thereto,
Vice President and Portfolio Manager of
Flagship Financial.
Lorna C. Ferguson 10/24/45 Vice President Vice President of Nuveen Investments;
333 West Wacker Drive Vice President (since January 1998) of
Chicago, IL 60606 Nuveen Advisory and Nuveen Institutional
Advisory Corp.
William M. Fitzgerald 3/2/64 Vice President Vice President of (since December 1995),
333 West Wacker Drive previously Assistant Vice President of Nuveen
Chicago, IL 60606 Advisory Corp. (from September 1992 to
December 1995); Chartered Financial Analyst.
Stephen D. Foy 5/31/54 Vice President and Vice President (since May 1998) of Nuveen
333 West Wacker Drive Controller Investments; Vice President (since September 1999)
Chicago, IL 60606 of Nuveen Senior Loan Asset Management Inc.; Certified
Public Accountant.
J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen Advisory Corp.;
333 West Wacker Drive Chartered Financial Analyst.
Chicago, IL 60606
Richard A. Huber 3/26/63 Vice President Vice President of Nuveen Institutional
333 West Wacker Drive Advisory Corp. (since March 1998) and
Chicago, IL 60606 Nuveen Advisory Corp. (since January
1997); prior thereto, Vice President and
Portfolio Manager of Flagship Financial.
Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen Advisory Corp.
333 West Wacker Drive
Chicago, IL 60606
David Lamb 3/22/63 Vice President Vice President (since March 2000) of Nuveen
333 West Wacker Drive Investments, previously Assistant Vice President
Chicago, IL 60606 (since January 1999); prior thereto, Associate of
Nuveen Investments; Certified Public Accountant.
10
Positions and Offices Principal Occupations During Past
Name and Address Birthdate with the Fund Five Years
---------------- --------- ---------------------- ----------------------------------
Larry W. Martin 7/27/51 Vice President and Vice President, Assistant Secretary and
333 West Wacker Drive Assistant Secretary Assistant General Counsel of Nuveen
Chicago, IL 60606 Investments; Vice President and
Assistant Secretary of Nuveen Advisory
Corp. and Nuveen Institutional Advisory
Corp.; Assistant Secretary of the John
Nuveen Company and (since January 1997) of
Nuveen Asset Management, Inc.; Vice President
and Assistant Secretary (since Seotember 1999)
of Nuveen Senior Loan Asset Management, Inc.
Edward F. Neild, IV 7/7/65 Vice President Vice President (since September 1996),
333 West Wacker Drive previously Assistant Vice President
Chicago, IL 60606 (since December 1993) of Nuveen Advisory
Corp., Portfolio Manager prior thereto;
Vice President (since September 1996),
previously Assistant Vice President
(since May 1995), of Nuveen Institutional
Advisory Corp.; Chartered Financial Analyst.
Stephen S. Peterson 9/20/57 Vice President Vice President (since September 1997),
333 West Wacker Drive previously Assistant Vice President
Chicago, IL 60606 (since September 1996) of Nuveen Advisory Corp.;
Chartered Financial Analyst.
Thomas C. Spalding, Jr. 7/31/51 Vice President Vice President of Nuveen Advisory Corp.
333 West Wacker Drive and Nuveen Institutional Advisory Corp.;
Chicago, IL 60606 Chartered Financial Analyst.
11
Positions and Offices Principal Occupations During Past
Name and Address Birthdate with the Fund Five Years
---------------- --------- ---------------------- -----------------------------------
Gifford R. Zimmerman 9/9/56 Vice President and Vice President, Assistant Secretary and
333 West Wacker Drive Secretary Associate General Counsel, formerly Assistant
Chicago, IL 60606 General Counsel, of Nuveen Investments;
Vice President, General Counsel and Assistant Secretary
of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Vice President and Assistant
Secretary (since September 1999) of Nuveen Senior Loan Asset
Management, Inc.; Assistant Secretary of The John Nuveen
Company (since May 1994); Chartered Financial Analyst.
William L. Kissick and Timothy R. Schwertfeger serve as members of the
Executive Committee of the Board of Trustees of the Fund. The Executive
Committee, which meets between regular meetings of the Board of Trustees, is
authorized to exercise all of the powers of the Board of Trustees. In addition
to the Fund, the Trustees are Trustees of 14 Nuveen open-end and closed-end
funds advised by NIAC and two funds advised by Nuveen Senior Loan Asset
Management Inc. Mr. Schwertfeger is also a director or trustee, as the case may
be, of 30 Nuveen open-end funds and 66 Nuveen closed-end funds advised by Nuveen
Advisory Corp.
The Common Shareholders of the Fund will elect trustees at the next
annual meeting of Common Shareholders, unless any Fund Preferred Shares are
outstanding at that time, in which event holders of Fund Preferred Shares,
voting as a separate class, will elect two trustees and the remaining trustees
shall be elected by Common Shareholders and holders of Fund Preferred Shares,
voting together as a single class. Holders of Fund Preferred Shares will be
entitled to elect a majority of the Fund's trustees under certain circumstances.
See "Description of Shares - Fund Preferred Shares - Voting
Rights."
The following table sets forth estimated compensation to be paid by the
Fund projected during the Fund's first full fiscal year after commencement of
operation. The Fund does not have a retirement or pension plan. The officers and
trustees affiliated with Nuveen serve without any compensation from the Fund.
The Fund has a deferred compensation plan (the "Plan") that permits any trustee
who is not an "interested person" of the Fund to elect to defer receipt of all
or a portion of his or her compensation as a trustee. The deferred compensation
of a participating trustee is credited to a book reserve account of the Trust
when the compensation would otherwise have been paid to the trustee. The value
of the trustee's deferral account at any time is equal to the value that the
account would have had if contributions to the account had been invested and
reinvested in shares of one or more of the eligible Nuveen funds. At the time
for commencing distributions from a trustee's deferral account, the trustee may
elect to receive distributions in a lump sum or over a period of five years. The
Fund will not be liable for any other fund's obligations to make distributions
under the Plan.
12
Estimated Total
Aggregate Compensation from Amount of
Compensation Fund and Fund Compensation That Has
Name of Trustee From Fund* Complex ** Been Deferred
--------------- ---------- ---------- -------------
James E. Bacon $__________ $ 45,500 $__________
William E. Bennett*** $__________ N/A N/A
Jack B. Evans $__________ $ 45,500 $__________
William L. Kissick $__________ $ 45,500 $__________
Thomas E. Leafstrand $__________ $ 47,100 $__________
Sheila W. Wellington $__________ $ 45,500 $__________
* Based on the estimated compensation to be earned by the independent
trustees for the period from inception through the end of the Fund's first full
fiscal year for services to the Fund.
** Based on the total compensation paid to the trustees for the one year
period ending December 31, 2000 for services to the open-end and closed-end
funds advised by NIAC and Nuveen Senior Loan Asset Management Inc.
***Mr. Bennett was appointed to the Board in January 2001 and therefore
received no compensation in calendar year 2000.
The Fund has no employees. Its officers are compensated by Nuveen
Advisory or Nuveen.
INVESTMENT ADVISERS
NIAC 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. NIAC is responsible for the selection of the sub-adviser,
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 NIAC, see "Management of the Fund" in the Fund's
Prospectus.
NIAC is a wholly owned subsidiary of Nuveen, which is also a
co-managing underwriter of the Fund's shares. Nuveen is sponsor of the Nuveen
Defined Portfolios, registered unit investment trusts, 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. Over 1,300,000
individuals have invested to date in Nuveen's funds and trusts. Founded in 1898,
Nuveen brings over a century of expertise to the municipal bond market.
According to data from CDA Weisenberger, Nuveen is the leading sponsor of
exchange-traded municipal bond funds as measured by number of funds (72) and
fund assets under management ($30 billion). Overall, Nuveen and its affiliates
have over $77 billion in assets under management or surveillance. Nuveen, like
NIAC, is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul
is a publicly-traded company located in St. Paul, Minnesota, and is principally
engaged in providing property-liability insurance through subsidiaries.
Security Capital, 11 South LaSalle Street, 2nd Floor, Chicago,
Illinois 60603, is the subadviser to the Fund. Security Capital is an indirect,
wholly owned subsidiary of SCGI, a publicly traded company which, together with
its affiliated real estate companies, has a market capitalization of $17.2
billion.
13
Security Capital, which is registered as an investment adviser with the
Securities and Exchange Commission, commenced operations in January 1995 and has
assets under management of more than $2.5 billion.
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. See "The Fund's
Investments-Investment Process" in the Fund's Prospectus for more information.
Pursuant to an investment management agreement between NIAC and the
Fund, the Fund has agreed to pay for the services and facilities provided by
Nuveen Advisory an annual management fee, payable on a monthly basis, according
to the following schedule:
Average Daily Net Assets(1) Management Fee
--------------
Up to $500 million .9000%
$500 million to $1 billion .8750%
$1 billion to $1.5 billion .8500%
$1.5 billion to $2 billion .8200%
$2 billion and over .8000%
(1) Including net assets attributable to Fund Preferred Shares
and the principal amount of Borrowings.
Security Capital will receive from NIAC, a percent of the management
fee (net of the reimbursement described below) according to the following
schedule:
Percentage of
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%
In addition to the fee of NIAC, the Fund pays all other costs and
expenses of its operations, including compensation of its trustees (other than
those affiliated with NIAC), custodian, transfer agency and dividend disbursing
expenses, legal fees, expenses of independent auditors, expenses of repurchasing
shares, expenses of issuing any Fund Preferred Shares, expenses of preparing,
printing and distributing shareholder reports, notices, proxy statements and
reports to governmental agencies, and taxes, if any.
14
All fees and expenses are accrued daily and deducted before payment of
dividends to investors. The investment management agreement has been approved by
a majority of the disinterested trustees of the Fund and the sole shareholder of
the Fund.
For the first ten years of the Fund's operation, NIAC and Security
Capital have contractually agreed to reimburse the Fund for fees and expenses in
the amounts, and for the time periods, set forth below:
Percentage Percentage
Reimbursed (as a Reimbursed (as a
Year Ending percentage of daily Year Ending percentage of daily
November 30 net assets)(1) November 30 net 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) Including net assets attributable to Fund Preferred Shares.
(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. NIAC and Security Capital have
not agreed to reimburse the Fund for any portion of its fees and expenses beyond
November 30, 2011.
The Fund, NIAC, 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, 450 5th Street, N.W., 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
15
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 a 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 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 National Association of Securities Dealers, Inc., 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.
16
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 of municipal bonds purchased by
the Fund, the amount of municipal bonds 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.
DISTRIBUTIONS
As described in the Fund's Prospectus, initial distributions to Common
Shareholders are expected to be declared approximately 30 to 45 days, and paid
approximately 60 days, from the completion of the offering of the Common Shares,
depending on market conditions. To permit the Fund to maintain a more stable
monthly distribution, the Fund will initially (prior to its first distribution),
and may from time to time thereafter, distribute less than the entire amount of
net investment income earned in a particular period. Such undistributed net
investment income would be available to supplement future distributions,
including distributions which might otherwise have been reduced by a decrease in
the Fund's monthly net income due to fluctuations in investment income or
expenses, or due to an increase in the dividend rate on the Fund's outstanding
Fund Preferred Shares. As a result, the distributions paid by the Fund for any
particular period may be more or less than the amount of net investment income
actually earned by the Fund during such period. Undistributed net investment
income will be added to the Fund's net asset value and, correspondingly,
distributions from undistributed net investment income will be deducted frown
the Fund's net asset value.
While any Fund Preferred Shares are outstanding, the Fund may not declare
any cash dividend or other distribution on its Common Shares unless at the time
of such declaration (1) all accumulated dividends on the Fund Preferred Shares
have been paid and (2) the net asset value of the Fund's portfolio (determined
after deducting the amount of such dividend or other distribution) is at least
200% of the liquidation value of any outstanding Fund Preferred Shares. This
latter limitation on the Fund's ability to make distributions on its Common
Shares could under certain circumstances impair the ability of the Fund to
maintain its qualification for taxation as a regulated investment company. See
"Tax Matters."
17
DESCRIPTION OF SHARES
Common Shares
The Fund's Declaration of Trust (the "Declaration") authorizes the issuance
of an unlimited number of Common Shares, par value $0.01 per share. All Common
Shares of the Fund have equal rights as to the payment of dividends and the
distribution of assets upon liquidation of the Fund. 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 Fund Preferred Shares
are outstanding, Common Shareholders will not be entitled to receive any
distributions from the Fund unless all accrued dividends on Fund Preferred
Shares have been paid, and unless asset coverage (as defined in the 1940 Act)
with respect to Fund Preferred Shares would be at least 200% after giving effect
to such distributions. See "Fund Preferred Shares" below.
The Common Shares have been approved for listing on the American Stock
Exchange, subject to notice of issuance. 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.
Shares of closed-end investment companies may frequently trade at prices
lower than net asset value. This characteristic is separate and distinct from
the risk that net asset value could decrease as a result of investment
activities and may be a greater risk to investors expecting to sell their shares
in a relatively short period following completion of this offering. Net asset
value will be reduced immediately following the offering after payment of the
sales load and organization and offering expenses. Net asset value generally
increases when interest rates decline, and decreases when interest rates rise,
and these changes are likely to be greater in the case of a fund having a
leveraged capital structure. Whether investors will realize gains or losses upon
the sale of Common Shares will not depend upon the Fund's net asset value but
will depend entirely upon whether the market price of the Common Shares at the
time of sale is above or below the original purchase price for the shares. Since
the market price of the Fund's Common Shares will be determined by factors
beyond the control of the Fund, the Fund cannot predict whether the Common
Shares will trade at, below, or above net asset value or at, below or above the
initial public offering price. Accordingly, the Common Shares are designed
primarily for long-term investors, and investors in the Common Shares should not
view the Fund as a vehicle for trading purposes. See "Repurchase of Fund Shares;
Conversion to Open-End Fund" and the Fund's Prospectus under "Use of Leverage"
and "The Fund's Investments."
Fund Preferred Shares
The Declaration authorizes the issuance of an unlimited number of Fund
Preferred Shares, par value $0.01 per share, in one or more classes or series,
with rights as determined by the Board of Trustees of the Fund, by action of the
Board of Trustees without the approval of the Common Shareholders.
18
The Fund's Board of Trustees has indicated its intention to authorize an
offering of Fund Preferred Shares (representing approximately 30% of the Fund's
capital immediately after the time the Fund Preferred Shares are issued) within
approximately one to three months after completion of the offering of Common
Shares, subject to market conditions and to the Board's continuing belief that
leveraging the Fund's capital structure through the issuance of Fund Preferred
Shares is likely to achieve the benefits to the Common Shareholders described in
this Statement of Additional Information. Although the terms of the Fund
Preferred Shares, including their dividend rate, voting rights, liquidation
preference and redemption provisions, will be determined by the Board of
Trustees (subject to applicable law and the Fund's Declaration) if and when it
authorizes a Fund Preferred Shares offering, the Board has stated that the
initial series of Fund Preferred Shares would likely pay cumulative dividends at
relatively shorter-term periods (such as 7 days); by providing for the periodic
redetermination of the dividend rate through an auction or remarketing
procedure. The Board of Trustees of the Fund has indicated that the liquidation
preference, preference on distribution, voting rights and redemption provisions
of the Fund Preferred Shares will likely be as stated below.
Limited Issuance of Fund Preferred Shares
Under the 1940 Act, the Fund could issue Fund Preferred Shares with an
aggregate liquidation value of up to one-half of the value of the Fund's total
net assets, measured immediately after issuance of the Fund Preferred Shares.
"Liquidation value" means the original purchase price of the shares being
liquidated plus any accrued and unpaid dividends. In addition, the Fund is not
permitted to declare any cash dividend or other distribution on its Common
Shares unless the liquidation value of the Fund Preferred Shares is less than
one-half of the value of the Fund's total net assets (determined after deducting
the amount of such dividend or distribution) immediately after the distribution.
If the Fund sells all the Common Shares and Fund Preferred Shares discussed in
the Prospectus, the liquidation value of the Fund Preferred Shares is expected
to be approximately 30% of the value of the Fund's total net assets. The Fund
intends to purchase or redeem Fund Preferred Shares, if necessary, to keep that
fraction below one-half.
Distribution Preference
The Fund Preferred Shares have complete priority over the Common Shares as
to distribution of assets.
Liquidation Preference
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Fund, holders of Fund Preferred Shares will be
entitled to receive a preferential liquidating distribution (expected to equal
the original purchase price per share plus accumulated and unpaid dividends
thereon, whether or not earned or declared) before any distribution of assets is
made to holders of Common Shares. After payment of the full amount of the
liquidating distribution to which they are entitled, holders of Fund Preferred
Shares will not be entitled to any further participation in any distribution of
assets by the Fund. A consolidation or merger of the Fund with or into any
Massachusetts business trust or corporation or a sale of all or substantially
all of the assets of the Fund shall not be deemed to be a liquidation,
dissolution or winding up of the Fund.
Voting Rights
In connection with any issuance of Fund Preferred Shares, the Fund must
comply with Section 18(i) of the 1940 Act which requires, among other things,
that Fund Preferred Shares be voting shares and have equal voting rights with
Common Shares. Except as otherwise indicated in this Statement of Additional
Information and except as otherwise required
19
by applicable law, holders of Fund Preferred Shares will vote together with
Common Shareholders as a single class.
In connection with the election of the Fund's trustees, holders of Fund
Preferred Shares, voting as a separate class, will be entitled to elect two of
the Fund's trustees, and the remaining trustees shall be elected by Common
Shareholders and holders of Fund Preferred Shares, voting together as a single
class. In addition, if at any time dividends on the Fund's outstanding Fund
Preferred Shares shall be unpaid in an amount equal to two full years' dividends
thereon, the holders of all outstanding Fund Preferred Shares, voting as a
separate class, will be entitled to elect a majority of the Fund's trustees
until all dividends in arrears have been paid or declared and set apart for
payment.
The affirmative vote of the holders of a majority of the Fund's outstanding
Fund Preferred Shares of any class or series, as the case may be, voting as a
separate class, will be required to, among other things (1) take certain actions
which would affect the preferences, rights, or powers of such class or series or
(2) authorize or issue any class or series ranking prior to the Fund Preferred
Shares. Except as may otherwise be required by law, (1) the affirmative vote of
the holders of at least two-thirds of the Fund's Fund Preferred Shares
outstanding at the time, voting as a separate class, will be required to approve
any conversion of the Fund from a closed-end to an open-end investment company
and (2) the affirmative vote of the holders of at least two-thirds of the
outstanding Fund Preferred Shares, 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, 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 or the By-laws. The
affirmative vote of the holders of a majority of the outstanding Fund Preferred
Shares, voting as a separate class, shall be required to approve any action not
described in the preceding sentence requiring a vote of security holders under
Section 13(a) of the 1940 Act including, among other things, changes in a Fund's
investment objectives or changes in the investment restrictions described as
fundamental policies under "Investment Objectives and Policies - Investment
Restrictions." The class or series vote of holders of Fund Preferred Shares
described above shall in each case be in addition to any separate vote of the
requisite percentage of Common Shares and Fund Preferred Shares necessary to
authorize the action in question.
The foregoing voting provisions will not apply with respect to the Fund's
Fund Preferred Shares if, at or prior to the time when a vote is required, such
shares shall have been (1) redeemed or (2) called for redemption and sufficient
funds shall have been deposited in trust to effect such redemption.
Redemption, Purchase and Sale of Fund Preferred Shares by the Fund
The terms of the Fund Preferred Shares may provide that they are redeemable
at certain times, in whole or in part, at the original purchase price per share
plus accumulated dividends, that the Fund may tender for or purchase Fund
Preferred Shares and that the Fund may subsequently resell any shares so
tendered for or purchased. Any redemption or purchase of Fund Preferred Shares
by the Fund will reduce the leverage applicable to Common Shares, while any
resale of shares by the Fund will increase such leverage.
20
Borrowings
The Declaration authorizes the Fund, without prior approval of the
Common Shareholders, to borrow money. In this connection, the Fund may issue
notes or other evidence of indebtedness (including bank borrowings or commercial
paper) ("Borrowings") 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 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.
Limitations
Under the requirements of the 1940 Act, the Fund, immediately after
any Borrowings, 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 (as defined in the 1940 Act), bears to the aggregate amount of
such Borrowings represented by senior securities 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.
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 Common
Shareholders, and the terms of any such Borrowings may contain provisions which
limit certain activities of the Fund, including the payment of dividends to
Common Shareholders in certain circumstances.
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 Borrowings will likely be ranked senior or
equal to all other existing and future borrowings of the Fund.
The discussion above describes the Fund's Board of Trustees' present
intention with respect to a possible offering of Fund Preferred Shares or
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.
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 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 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
21
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 very remote.
The Declaration includes provisions that could limit the ability of other
entities or persons to acquire control of the Fund. Specifically, the
Declaration requires a vote by holders of at least two-thirds of the Common
Shares and Fund Preferred Shares 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 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 Fund Preferred Shares
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 Fund Preferred Shares
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 Fund Preferred Shares, the action in question
will also require the affirmative vote of the holders of at least two-thirds of
the Fund's Fund Preferred Shares 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 or the By-laws, the affirmative vote of the holders of at least a
majority of the Fund's Fund Preferred Shares 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
Fund Preferred Shares are higher than those required by the 1940 Act. The Board
of Trustees believes that the provisions of the Declaration relating to such
higher votes are in the best interest of the Fund and its shareholders.
The provisions of the Declaration described above could have the effect
of depriving the Common Shareholders of opportunities to sell their Common
Shares at a premium over market value by discouraging a third party from seeking
to obtain control of the Fund in a tender offer or similar transaction. The
overall effect of these provisions is to render more difficult the
accomplishment of a merger or the assumption of control by a third party. They
provide, however, the advantage of potentially requiring persons seeking control
of a Fund to negotiate with its management regarding the price to be paid and
facilitating the continuity of the Fund's investment objectives and policies.
The Board of Trustees of the Fund has considered the
22
foregoing anti-takeover provisions and concluded that they are in the best
interests of the Fund and its Common Shareholders.
Reference should be made to the Declaration on file with the Securities
and Exchange Commission for the full text of these provisions.
The Declaration 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, 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 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 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 at net asset value, 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 Fund Preferred
Shares are outstanding, the Fund may not purchase, redeem or otherwise acquire
any of its Common Shares unless (1) all accrued Fund Preferred Shares 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 Fund Preferred Shares (expected to equal the original
purchase price per share plus any accrued and unpaid dividends thereon). The
staff of the Securities and Exchange Commission currently requires that any
tender offer made by a closed-end investment company for its shares must be at a
price equal to the net asset value of such shares on the close of business on
the last day of the tender offer. 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
23
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 the Fund at the time it considers such
issue, it is the Board's present policy, which may be changed by the Board, 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 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 Fund Preferred Shares
outstanding at the time, voting together as a single class, and of the holders
of at least two-thirds of the Fund's Fund Preferred Shares 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 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 Fund Preferred Shares 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.
24
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 at net asset value 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 Fund
Preferred Shares 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 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.
TAX MATTERS
The following discussion of federal income tax matters is based upon the
advice of Bell, Boyd & Lloyd LLC, special counsel to the Fund.
Set forth below is a discussion of certain U.S. federal income tax issues
concerning the Fund and the purchase, ownership and disposition of Fund shares.
This discussion does not purport to be complete or to deal with all aspects of
federal income taxation that may be relevant to shareholders in light of their
particular circumstances. Unless otherwise noted, this discussion assumes you
are a U.S. shareholder and that you hold your shares as a capital asset. This
discussion is based upon present provisions of the Code, the regulations
promulgated thereunder, and judicial and administrative ruling authorities, all
of which are subject to change, which change may be retroactive. Prospective
investors should consult their own tax advisers with regard to the federal tax
consequences of the purchase, ownership, or disposition of Fund shares, as well
as the tax consequences arising under the laws of any state, foreign country, or
other taxing jurisdiction.
The Fund intends to qualify annually and to elect to be treated as a
regulated investment company under the Code.
To qualify for the favorable U.S. federal income tax treatment generally
accorded to regulated investment companies, the Fund must, among other things,
(a) derive in each taxable year at least 90% of its gross income from 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
derived with respect to its business of investing in such stock, securities or
currencies; (b) diversify its holding so that, at end of each quarter of the
taxable year, (i) at least 50% of the market value of the Fund's assets is
represented by cash and cash items (including receivables), U.S. Government
securities, the 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 than 5% of the value of
the Fund's total assets and not greater than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25%
25
of the value of its total assets is invested in the securities (other than U.S.
Government securities or the securities of other regulated investment companies)
of a single issuer, or two or more issuers which the Fund controls and are
engaged in the same, similar or related trades or businesses; and (c) distribute
at least 90% of its investment company taxable income (which includes, among
other items, dividends, interest and net short-term capital gains in excess of
net long-term capital losses) each taxable year.
As a regulated investment company, the Fund generally will not be subject
to U.S. federal income tax on its investment company taxable income (as that
term is defined in the Code, but without regard to the deduction for dividends
paid) and net capital gain (the excess of net long-term capital gain over net
short-term capital loss), if any, that it distributes to shareholders. The Fund
intends to distribute to its shareholders, at least annually, substantially all
of its 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. To prevent imposition
of the excise tax, the Fund must distribute 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 one-year period ending October 31 of the calendar year, and (3)
any ordinary income and capital gains for previous years that were not
distributed during those years. To prevent application of the excise tax, the
Fund intends to make its distributions in accordance with the calendar year
distribution requirement. A distribution will be treated as paid on December 31
of the current calendar year if it is declared by the Fund in October, November
or December with a record date in such a month and paid by the Fund during
January of the following calendar year. Such distributions will be taxable to
shareholders in the calendar year in which the distributions are declared,
rather than the calendar year in which the distributions are received.
If the Fund failed to qualify as a regulated investment company or failed
to satisfy the 90% distribution requirement in any taxable year, the Fund would
be taxed as an ordinary corporation on its taxable income (even if such income
were distributed to its shareholders) and all distributions out of earnings and
profits would be taxed to shareholders as ordinary income.
Distributions
Dividends paid out of the Fund's investment company taxable income will be
taxable to a shareholder as ordinary income to the extent of the Fund's earnings
and profits, whether paid in cash or reinvested in additional shares. If a
portion of the Fund's income consists of dividends paid by U.S. corporations
(not including corporations qualifying as REITs), a portion of the dividends
paid by the Fund to corporate shareholders may be eligible for the corporate
dividends received deduction. Distributions of net capital gain (the excess of
net long-term capital gain over net short-term capital loss), if any, designated
as capital gain dividends are taxable to a shareholder as long-term capital
gains, regardless of how long the shareholder has held Fund shares. Shareholders
receiving distributions in the form of additional shares, rather than cash,
generally will have a cost basis in each such share equal to the net asset value
of a share of the Fund on the reinvestment date. A distribution of an amount in
excess of the Fund's current and accumulated earnings and profits will be
treated by a shareholder as a return of capital which is applied against and
reduces the shareholder's basis in his or her shares. To the extent that the
amount of
26
any such distribution exceeds the shareholder's basis in his or her shares, the
excess will be treated by the shareholder as gain from a sale or exchange of the
shares.
Shareholders will be notified annually as to the U.S. federal tax status of
distributions, and shareholders receiving distributions in the form of
additional shares will receive a report as to the net asset value of those
shares.
Sale or Exchange of Fund Shares
Upon the sale or other disposition of shares of the Fund, which a
shareholder holds as a capital asset, such a shareholder may realize a capital
gain or loss which will be long-term or short-term, depending upon the
shareholder's holding period for the shares. Generally, a shareholder's gain or
loss will be a long-term gain or loss if the shares have been held for more than
one year.
Any loss realized on a sale or exchange will be disallowed to the extent
that shares disposed of are replaced (including through reinvestment of
dividends) within a period of 61 days beginning 30 days before and ending 30
days after disposition of shares. In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss. Any loss realized by a
shareholder on a disposition of Fund shares held by the shareholder 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 by the shareholder with respect to
such shares.
Nature of Fund's Investments
Certain of the Fund's investment practices are subject to special and
complex federal income tax provisions that may, among other things, (i)
disallow, suspend or otherwise limit the allowance of certain losses or
deductions, (ii) convert lower taxed long-term capital gain into higher taxed
short-term capital or ordinary income, (iii) convert an ordinary loss or a
deduction into a capital loss (the deductibility of which is more limited), (iv)
cause the Fund to recognize income or gain without a corresponding receipt of
cash, (v) adversely affect the time as to when a purchase or sale of stock or
securities is deemed to occur and (vi) adversely alter the characterization of
certain complex financial transactions.
Original Issue Discount Securities
Investments by the Fund in zero coupon or other discount securities will
result in income to the Fund equal to a portion of the excess of the face value
of the securities over their issue price (the "original issue discount") each
year that the securities are held, even though the receives no cash interest
payments. This income is included in determining the amount of income which the
Fund must distribute to maintain its status as a regulated investment company
and to avoid the payment of federal income tax and the 4% excise tax. Because
such income may not be matched by a corresponding cash distribution to the Fund,
the Fund may be required to borrow money or dispose of other securities to be
able to make distributions to its shareholders.
27
Investments 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, 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 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 to include governmental
units, tax-exempt entities and certain cooperatives) 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 federal income tax rate imposed on corporations. The
Investment Manager does not intend on behalf of the Fund to invest in REITs, a
substantial portion of the assets of which consists of residual interests in
REMICs.
Backup Withholding
The Fund may be required to withhold U.S. federal income tax from all
taxable distributions and redemption proceeds payable to shareholders who fail
to provide the Fund with their correct taxpayer identification number or to make
required certifications, or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. The withholding percentage
is currently 30.5% and will decrease to 30% in 2002 and 2003, 29% in 2004 and
2005, and 28% thereafter until 2011, when the percentage will revert to 31%
unless amended by Congress. Corporate shareholders and certain other
shareholders specified in the Code generally are exempt from such backup
withholding. This withholding is not an additional tax. Any amounts withheld may
be credited against the shareholder's U.S. federal income tax liability.
Foreign Shareholders
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 ("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.
Income not Effectively Connected
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
28
income allocated to the shareholder (see "Taxation - Investments in Real Estate
Investment Trusts" above)), which tax is generally withheld from such
distributions.
Distributions of capital gain dividends and any amounts retained by the
Fund which are designated as undistributed capital gains will not be subject to
U.S. tax at the rate of 30% (or lower treaty rate) unless the foreign
shareholder is a nonresident alien individual and is physically present in the
United States for more than 182 days during the taxable year and meets certain
other requirements. However, this 30% tax on capital gains of nonresident alien
individuals who are physically present in the United States for more than the
182 day period only applies in exceptional cases because any individual present
in the United States for more than 182 days during the taxable year is generally
treated as resident for U.S. income tax purposes; in that case, he or she would
be subject to U.S. income tax on his or her worldwide income at the graduated
rates applicable to U.S. citizens, rather than the 30% U.S. tax. In the case of
a foreign shareholder who is a nonresident alien individual, the Fund may be
required to withhold U.S. income tax from distributions of net capital gain
unless the foreign shareholder certifies his or her non-U.S. status under
penalties of perjury or otherwise establishes an exemption. See "Taxation-Backup
Withholding," above. If a foreign shareholder is a nonresident alien individual,
any gain such shareholder realizes upon the sale or exchange of such
shareholder's shares of the Fund in the United States will ordinarily be exempt
from U.S. tax unless (i) the gain is U.S. source income and such shareholder is
physically present in the United States for more than 182 days during the
taxable year and meets certain other requirements, or is otherwise considered to
be a resident alien of the United States, or (ii) 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" and the foreign shareholder
held more than 5% of the shares of the Fund, in which event the gain would be
taxed in the same manner as for a U.S. shareholder as discussed above and a 10%
U.S. withholding tax would be imposed on the amount realized on the disposition
of such shares to be credited against the foreign shareholder's U.S. 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 50% 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 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 the 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.
Income Effectively Connected
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.
29
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.
Other Transactions
Fund shareholders may be subject to state, local and foreign taxes on
their Fund distributions. Shareholders are advised to consult their own tax
advisers with respect to the particular tax consequences to them of an
investment in the Fund.
PERFORMANCE RELATED AND COMPARATIVE INFORMATION
The Fund may quote certain performance-related information and may
compare certain aspects of its portfolio and structure to other substantially
similar closed-end funds. In reports or other communications to shareholders of
the Fund or in advertising materials, the Fund may compare its performance with
that of (i) other investment companies listed in the rankings prepared by
Lipper, Inc., Morningstar Inc. or other independent services; publications such
as Barrons, Business Week, Forbes, Fortune, Institutional Investor, Kiplinger's
Personal Finance, Money, Morningstar Mutual Fund Values, The New York Times, The
Wall Street Journal and USA Today; or other industry or financial publications
or (ii) the Standard and Poor's Index of 500 Stocks, the Dow Jones Industrial
Average, Dow Jones Utility Index, the National Association of Real Estate
Investment Trusts (NAREIT) Equity REIT Index, the Salomon Brothers Broad
Investment Grade Bond Index (BIG), Morgan Stanley Capital International Europe
Australia Far East (MSCI EAFE) Index, the NASDAQ Composite Index, and other
relevant indices and industry publications. The Fund may also compare the
historical volatility of its portfolio to the volatility of such indices during
the same time periods. (Volatility is a generally accepted barometer of the
market risk associated with a portfolio of securities and is generally measured
in comparison to the stock market as a whole - the beta - or in absolute terms -
the standard deviation.) Comparison of the Fund to an alternative investment
should be made with consideration of differences in features and expected
performance. The Fund may obtain data from sources or reporting services, such
as Bloomberg Financial ("Bloomberg") and Lipper, that the Fund believes to be
generally accurate.
From time to time, the Fund may quote the Fund's total return,
aggregate total return or yield in advertisements or in reports and other
communications to shareholders. The Fund's performance will vary depending upon
market conditions, the composition of its portfolio and its operating expenses.
Consequently any given performance quotation should not be considered
representative of the Fund's performance in the future. In addition, because
performance will fluctuate, it may not provide a basis for comparing an
investment in the Fund with certain bank deposits or other investments that pay
a fixed yield for a stated period of time. Investments comparing the Fund's
performance with that of other investment companies should give consideration to
the quality and maturity of the respective investment companies' portfolio
securities.
The Fund's "average annual total return" figures described in the
Prospectus are computed according to a formula prescribed by the Securities and
Exchange Commission. The formula can be expressed as follows:
ERV = P(1+T)/n/
Where P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = Ending Redeemable Value of a hypothetical $1,000
investment made at the beginning of a 1-, 5-, or 10-year
period at the end of a 1-, 5-, or 10-
30
year period (or fractional portion thereof), assuming
reinvestment of all dividends and distributions.
Quotations of yield for the Fund will be based on all investment income
per share earned during a particular 30-day period (including dividends and
interest), less expenses accrued during the period ("net investment income") and
are computed by dividing net investment income by the maximum offering price per
share on the last day of the period, according to the following formula:
a-b
Yield = 2 [( --- +1)/6/ - 1]
cd
Where a = dividends and interest earned during the period,
b = expenses accrued for the period (net of reimbursements),
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends, and
d = the maximum offering price per share on the last day of
the period.
Past performance is not indicative of future results. At the time
Common Shareholders sell their shares, they may be worth more or less than their
original investment. See Appendix B for additional performance related and
comparative information.
EXPERTS
The Financial Statements of the Fund as of _________ __, 2001,
appearing in this Statement of Additional Information have been audited by Ernst
& Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606, independent
auditors, as set forth in their report thereon
31
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.
CUSTODIAN
The custodian of the assets of the Fund is The Chase Manhattan Bank,
P.O. Box 660086, Dallas, Texas 75266-0086. The custodian performs custodial,
fund accounting and portfolio accounting services.
ADDITIONAL INFORMATION
A Registration Statement on Form N-2, including amendments thereto,
relating to the shares of the Fund offered hereby, has been filed by the Fund
with the Securities and Exchange Commission (the "Commission"), Washington, D.C.
The Fund's 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
Fund's Registration Statement. Statements contained in the Fund's 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. Copies 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.
32
REPORT OF INDEPENDENT AUDITORS
The Board of Trustees and Shareholder
Nuveen Real Estate Income Fund
[TO COME]
33
NUVEEN REAL ESTATE INCOME FUND
FINANCIAL STATEMENTS
Nuveen Real Estate Income Fund
Statement of Net Assets
________ __, 2001
[TO COME]
34
NUVEEN REAL ESTATE INCOME FUND
Statement of Operations
Period from ________ __, (date of organization) through ________ __, 2001
[TO COME]
35
APPENDIX A
Ratings of Investments
Standard & Poor's Corporation -- A brief description of the applicable Standard
& Poor's Corporation ("Standard & Poor's" or "S&P") rating symbols and their
meanings (as published by S&P) follows:
A Standard & Poor's 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 Standard & Poor's from other sources it considers reliable.
Standard & Poor's 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.
A-1
AAA
An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's.
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.
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 it 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
A-2
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 Standard & Poor's 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 Standard & Poor'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.
A-3
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.
Short-Term Issue Credit Ratings
Notes
A Standard & Poor's 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.
A-4
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
Standard & Poor's. 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.
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 obligors 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 Standard &
Poor's 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
A-5
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.
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.
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-6
(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.
-- 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
A-7
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 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;
A-8
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.
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.
A-9
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 RatingWatch 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.
A-10
APPENDIX B
Performance Related and Comparative Information
Past performance is not indicative of future results. At the time
Common Shareholders sell their shares, they may be worth more or less than their
original investment.
[TO COME]
B-1
Nuveen Real Estate Income Fund _____ Shares
-----------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------------------
_______________________, 2001
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of this filing,
other than in connection with its organization. Financial Statements indicating
that the Registrant has met the net worth requirements of Section 14(a) of the
1940 Act will be filed by Pre-effective Amendment to this Registration
Statement.
2. Exhibits:
a. Declaration of Trust dated August 27, 2001.
b. By-Laws of Registrant.
c. None.
d. Form of Share Certificate.*
e. Terms and Conditions of the Dividend Reinvestment Plan.*
f. None.
g.1 Investment Management Agreement between Registrant and Nuveen Institutional
Advisory Corp. dated ___________, 2001.*
g.2 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and Security Capital Research & Management Incorporated dated ______,
2001.*
h.1 Form of Underwriting Agreement.*
h.2 Form of Master Selected Dealer Agreement.*
h.3 Form of Master Agreement Among Underwriters.*
h.4 Form of Dealer Letter Agreement.*
i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
Independent Directors and Trustees.*
j. Form of Exchange Traded Fund Custody Agreement between Registrant and The
Chase Manhattan Bank dated _________, 2001.*
k.1 Form of Shareholder Transfer Agency Agreement between Registrant and Chase
Manhattan Bank dated _________, 2001.*
k.2 Form of Expense Reimbursement Agreement between Registrant, Nuveen
Institutional Advisory Corp. and Security Capital Research & Management
Incorporated dated _________, 2001.*
C-1
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC.*
l.2 Opinion and consent of Bingham Dana LLP.*
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Subscription Agreement of Nuveen Institutional Advisory Corp. dated
_______, 2001.*
q. None.
r.1 Code of Ethics of Nuveen Institutional Advisory Corp.
r.2 Code of Ethics of Security Capital Research & Management Incorporated.*
s. Power of Attorney.
___________________
* To be filed by amendment.
Item 25: Marketing Arrangements
See Sections 2, 3 and 5(n) of the Underwriting Agreement to be filed as Exhibit
h.1 to this Registration Statement.
See the Introductory Paragraph of the Form of Master Selected Dealer Agreement
to be filed as Exhibit h.2 to this Registration Statement.
See Introductory Paragraphs and Sections 1, 3, 5, 6 and 7 of the Form of Master
Agreement Among Underwriters to be filed as Exhibit h.3 to this Registration
Statement.
See Paragraph e of the Form of Dealer Letter Agreement between Nuveen and the
Underwriters to be filed as Exhibit h.4 to this Registration Statement.
Item 26: Other Expenses of Issuance and Distribution
Securities and Exchange Commission fees $ 3.75*
National Association of Securities Dealers, Inc. fees 501.50*
Printing and engraving expenses *
Legal Fees *
American Stock Exchange listing fees *
Accounting expenses *
Blue Sky filing fees and expenses *
Transfer agent fees *
Miscellaneous expenses *
--------
Total *
========
C-2
------------
*To be completed by amendment. NIAC and Security Capital have contractually
agreed to reimburse the Fund for fees and expenses in the amount of .30% of
average daily net assets for the first 5 full years of the Fund's operations,
.25% of average daily net assets in year 6, .20% in year 7, .15% in year 8, .10%
in year 9 and .05% in year 10. Without the reimbursement, "Total Net Annual
Expenses" would be estimated to be 1.38% of average daily net assets
attributable to Common Shares and .90% of average daily net assets. Nuveen has
agreed to pay (i) all organizational expenses and (ii) offering costs (other
than sales load) that exceed $0.03 per Common Share (.20% of offering price).
Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At September 5, 2001
Number of
Title of Class Record Holders
-------------- --------------
Common Shares, $0.01 par value 0
Item 29: 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-3
(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 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.
C-4
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 Investment Trust
Errors and Omission policies in the aggregate amount of $20,000,000 (with a
maximum deductible of $500,000) 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).
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 30: Business and Other Connections of Investment Adviser
Nuveen Institutional Advisory Corp. serves as investment adviser to the
following open-end and closed-end management type investment companies: Nuveen
Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III,
Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio
2, Nuveen Insured California Select Tax-Free Income, Nuveen Insured New York
Select Tax-Free Income Portfolio, and Nuveen Select Tax-Free Income Portfolio 3.
Security Capital Research & Management Incorporated ("Security Capital")
serves as investment adviser to Security Capital Real Estate Mutual Funds Inc.,
an open-end management type investment company and subadvises 5 other open-end
funds.
C-5
Nuveen Institutional Advisory Corp. has no other clients or business at the
present time. Security Capital also offers separate account management for
certain institutional and high net worth clients. 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
NIAC appears below:
Other Business Profession, Vocation or
Name and Position with NIAC Employment During Past Two Years
--------------------------- ---------------------------------------
John P. Amboian, President.............. President, formerly Executive Vice President,
of The John Nuveen Company, Nuveen Investments
Nuveen Advisory Corp., Nuveen Asset Management,
Inc. and Nuveen Senior Loan Asset Management
Inc. and Executive Vice President and Director
of Rittenhouse Financial Services, Inc.
Margaret E. Wilson, Vice President and
Controller.............................. Vice President and Controller of the John Nuveen
Company, Nuveen Investments and Nuveen Advisory
Corp. and Senior Vice President and Controller
of Nuveen Senior Loan Asset Management Inc.;
formerly CFO of Sara Lee Corp., Bakery Division.
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.
Name and Position with Other Business Profession, Vocation or
Security Capital Employment During Past Two Years
---------------------- ---------------------------------------
Anthony R. Manno, Jr., President and
Managing Director....................... Chairman of the Board, Managing Director and President,
Security Capital Real Estate Mutual Funds Incorporated.
Kenneth D. Statz, Managing Director..... Managing Director, Security Capital Real Estate Mutual
Funds Incorporated.
Russell C. Platt, Managing Director..... --
Kevin Bedell, Senior Vice President..... Senior Vice President, Security Capital Real Estate Mutual
Funds Incorporated.
David E. Rosenbaum, Senior Vice
President............................... --
Jeffrey C. Neilessen, Vice President,
Treasurer, and Assistant Secretary...... Vice President, Treasurer and Assistant Secretary, Security
Capital Real Estate Mutual Funds Incorporated.
Item 31: Location of Accounts and Records
Nuveen Institutional Advisory Corp., 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, 11 South LaSalle
Street, 2nd Floor, Chicago, Illinois 60606, maintains certain advisory material
of the subadviser.
The Chase Manhattan Bank, P.O. Box 660086, Dallas, Texas 75266-0086
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 Institutional Advisory Corp.
Item 32: Management Services
Not applicable.
C-6
Item 33: Undertakings
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 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 5th day of
September, 2001.
NUVEEN REAL ESTATE INCOME FUND
/s/ Gifford R. Zimmerman
________________________________________
Gifford R. Zimmerman, 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 September 5, 2001
-------------------- (Principal Financial and
Stephen D. Foy Accounting Officer)
Chairman of the Board and
Timothy R. Schwertfeger* Trustee (Principal Executive By: /s/ Gifford R. Zimmerman
Officer) --------------------------
Gifford R. Zimmerman
Attorney-In-Fact
September 5, 2001
*The original power of attorney authorizing Nicholas Dalmaso and Gifford
R. Zimmerman, among others, to execute this Registration Statement, and
Amendments thereto, for the trustee of Registrant on whose behalf this
Registration Statement is filed, has been executed and filed as an exhibit.
INDEX TO EXHIBITS
a. Declaration of Trust dated August 27, 2001.
b. By-Laws of Registrant.
c. None.
d. Form of Share Certificate.*
e. Terms and Conditions of the Dividend Reinvestment Plan.*
f. None.
g.1 Investment Management Agreement between Registrant and Nuveen
Institutional Advisory Corp. dated ___________, 2001.*
g.2 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and Security Capital Research & Management Incorporated dated
_________, 2001.*
h.1 Form of Underwriting Agreement.*
h.2 Form of Master Selected Dealer Agreement.*
h.3 Form of Master Agreement Among Underwriters.*
h.4 Form of Dealer Letter Agreement.*
i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
Independent Directors and Trustees.*
j. Form of Exchange Traded Fund Custody Agreement between Registrant and The
Chase Manhattan Bank dated ________, 2001.*
k.1 Form of Shareholder Transfer Agency Agreement between Registrant and The
Chase Manhattan Bank dated ________, 2001.*
k.2 Expense Reimbursement Agreement between Registrant, Nuveen Institutional
Advisory Corp. and Security Capital Research & Management Incorporated
dated ________, 2001.*
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC.*
l.2 Opinion and consent of Bingham Dana LLP.*
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Subscription Agreement of Nuveen Institutional Advisory Corp. dated
_______, 2001.*
q. None.
r.1 Code of Ethics of Nuveen Institutional Advisory Corp.
r.2 Code of Ethics of Security Capital Research & Management Incorporated.*
s. Power of Attorney.
-------------------
* To be filed by amendment.