UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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IMPORTANT NOTICE
TO FUND SHAREHOLDERS
JUNE 21, 2005
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the issues to be voted on.
Q. WHY AM I RECEIVING THIS PROXY STATEMENT?
A. Pursuant to an investment management agreement between your Fund and Nuveen
Asset Management ("NAM"), NAM has served as your Fund's investment adviser
and has been responsible for the overall investment strategy of your Fund.
NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen").
Nuveen is a publicly traded company and, until recently, was a
majority-owned subsidiary of The St. Paul Travelers Companies, Inc. ("St.
Paul Travelers").
As part of St. Paul Travelers' previously announced three-part program to
sell its entire equity interest in Nuveen (the "Sale"), St. Paul Travelers
sold 39.3 million shares of Nuveen through a secondary public offering on
April 12, 2005. Nuveen also repurchased $600 million of its shares from St.
Paul Travelers. The repurchase of these shares is being completed through
two steps--a $200 million repurchase that closed on April 12, 2005, and a
$400 million forward purchase (plus interest) that will settle later this
year. Finally, St. Paul Travelers also entered into an agreement with two
other parties to sell approximately 12 million common shares of Nuveen for
settlement later this year. After completion of the Sale, Nuveen will emerge
as a fully independent public company.
Upon completion of the Sale, the investment management agreement between
your Fund and NAM may be terminated. In order for NAM to continue to serve
as investment adviser after the completion of the Sale, the shareholders of
your Fund must approve a new investment management agreement. The enclosed
Proxy Statement gives you additional information on the proposed new
investment management agreement, as well as certain other matters. The Board
of Directors/Trustees of each Fund (the "Board," and each Director or
Trustee, a "Board Member"), including those Board Members who are not
affiliated with NAM, unanimously recommend that you vote FOR the approval of
the new investment management agreement for your Fund.
Please refer to the Proxy Statement for a detailed explanation of the items
you are being asked to vote on.
Q. WHY IS A VOTE ON THE PROPOSED NEW INVESTMENT MANAGEMENT AGREEMENT REQUIRED?
A. The completion of the Sale could be deemed to be an "assignment," as that
term is defined in the Investment Company Act of 1940 ("1940 Act"), of the
investment management agreement between each Fund and NAM. As required by
the 1940 Act, under its terms, each investment management agreement would
automatically terminate in the event of its assignment. As a result,
shareholder approval of a new investment management agreement will permit
NAM to continue to serve your Fund.
Q. WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE NEW INVESTMENT
MANAGEMENT AGREEMENT?
A. If the new investment management agreement is not approved, your Fund's
Board will take such actions as it deems to be in the best interests of your
Fund. This is discussed in more detail in the Proxy Statement.
Q. HOW WILL THE SALE AFFECT ME AS A FUND SHAREHOLDER?
A. Your investment in your Fund will not change as a result of the Sale. You
will still own the same shares in the Fund, and the value of your investment
will not change as a result of the Sale. The new investment management
agreement, if approved by shareholders, will still be with NAM and the terms
of the new investment management agreement are substantially identical to
the terms of the original investment management agreement. In addition, the
portfolio managers of your Fund will not change as a result of the new
investment management agreement.
Q. WILL THE INVESTMENT MANAGEMENT FEE RATES BE THE SAME UPON THE APPROVAL OF
THE NEW INVESTMENT MANAGEMENT AGREEMENT?
A. Yes, the investment management fee rates will remain the same.
Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE NEW
INVESTMENT MANAGEMENT AGREEMENT?
A. After careful consideration, the Board of your Fund unanimously recommends
that you vote "FOR" the approval of the new investment management agreement.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Your vote is needed to ensure that the proposal can be acted upon.
Additionally, your immediate response will help save on the costs of any
future solicitations for these shareholder votes. We encourage all
shareholders to participate in the governance of their Fund.
Q. WHO DO I CALL IF I HAVE QUESTIONS?
A. If you need any assistance, or have any questions regarding the proposal or
how to vote your shares, please call your financial advisor. Alternatively,
you may call Nuveen at (800) 257-8787 weekdays from 8:00 a.m. to 6:00 p.m.
Central time.
Q. HOW DO I VOTE MY SHARES?
A. You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage-paid envelope. Alternatively, you may
vote by telephone by calling the toll-free number on the proxy card or by
computer by going to the Internet address provided on the proxy card and
following the instructions, using your proxy card as a guide.
Q. WILL ANYONE CONTACT ME?
A. You may receive a call to verify that you received your proxy materials, to
answer any questions you may have about the proposal and to encourage you to
vote.
NOTICE OF SPECIALANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
NOVEMBER 15, 2005 60606
JULY 26, 2005
(800) 257-8787
JUNE 21,OCTOBER 11, 2005
NUVEEN FLOATING RATE INCOME FUND (JFR)
NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND (JRO)
NUVEEN TAX-ADVANTAGED FLOATING RATE FUND (JFP)
NUVEEN SENIOR INCOME FUND (NSL)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKR)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)
NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NGK)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NGO)
NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC)
NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)
NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKG)
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG)
NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)
NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI)
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY)
NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)
NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)
NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM)
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ)
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ)
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK)
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN)
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY)
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP)
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN)
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN)
NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO)
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF)
NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII)
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ)
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQP)
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP)
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX)
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB)
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that a Specialthe Annual Meeting of Shareholders (the "Meeting"of each of Nuveen
Floating Rate Income Fund ("Floating Rate") of, Nuveen Floating Rate Income
Opportunity Fund ("Floating Rate Opportunity"), Nuveen Tax-Advantaged Floating
Rate Fund ("Tax-Advantaged Floating Rate"), Nuveen Senior Income Fund ("Senior
Income"), Nuveen Arizona Dividend Advantage Municipal Fund, Nuveen Arizona
Dividend Advantage Municipal Fund 2, Nuveen Arizona Dividend Advantage Municipal
Fund 3, Nuveen California Premium Income Municipal Fund, Nuveen California
Dividend Advantage Municipal Fund, Nuveen California Dividend Advantage
Municipal Fund 2, Nuveen California Dividend Advantage Municipal Fund 3, Nuveen California Premium Income Municipal Fund, Nuveen
Insured California Dividend Advantage Municipal Fund, Nuveen Insured California
Tax-Free Advantage Municipal Fund, Nuveen Connecticut Dividend Advantage
Municipal Fund, Nuveen Connecticut Dividend Advantage Municipal Fund 2, Nuveen
Connecticut Dividend Advantage Municipal Fund 3, Nuveen Connecticut Premium
Income Municipal Fund, Nuveen Insured Florida Tax-Free Advantage Municipal Fund,
Nuveen Insured Florida Premium Income Municipal Fund, Nuveen Florida Investment
Quality Municipal Fund, Nuveen Florida Quality Income Municipal Fund, Nuveen Insured Florida Premium Income
Municipal Fund, Nuveen Insured Florida Tax-Free Advantage Municipal Fund, Nuveen
Georgia Dividend Advantage Municipal Fund, Nuveen Georgia Dividend Advantage
Municipal Fund 2, Nuveen Georgia Premium Income Municipal Fund, Nuveen
Massachusetts Dividend Advantage Municipal Fund, Nuveen Massachusetts Premium
Income Municipal Fund, Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund, Nuveen Maryland
Dividend Advantage Municipal Fund, Nuveen Maryland Dividend Advantage Municipal
Fund 2, Nuveen Maryland Dividend Advantage Municipal Fund 3, Nuveen Maryland
Premium Income Municipal Fund, Nuveen Insured Massachusetts Tax-Free Advantage
Municipal Fund, Nuveen Massachusetts Dividend Advantage Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Michigan Dividend Advantage
Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen New Jersey
Dividend Advantage Municipal Fund, Nuveen New Jersey Dividend Advantage
Municipal Fund 2, Nuveen New York Dividend Advantage
Municipal Fund, Nuveen New York Dividend Advantage Municipal Fund 2, Nuveen
Insured New York Dividend Advantage Municipal Fund, Nuveen Insured New York
Tax-Free Advantage Municipal Fund, Nuveen North Carolina Dividend Advantage Municipal Fund,
Nuveen North Carolina Dividend Advantage Municipal Fund 2, Nuveen North Carolina
Dividend Advantage Municipal Fund 3, Nuveen North Carolina Premium Income
Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund, Nuveen Ohio
Dividend Advantage Municipal Fund 2, Nuveen Ohio Dividend Advantage Municipal
Fund 3, Nuveen Pennsylvania Dividend Advantage Municipal Fund, Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2, Nuveen Pennsylvania Premium
Income Municipal Fund 2, Nuveen TexasPennsylvania Investment Quality Income Municipal Fund,
Nuveen Virginia PremiumTexas Quality Income Municipal Fund, Nuveen Virginia Dividend Advantage
Municipal Fund, and Nuveen Virginia Dividend Advantage Municipal Fund 2 and Nuveen
Virginia Premium Income Municipal Fund, each a Massachusetts business trust, and
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen California Investment QualityMunicipal
Value Fund, Inc. ("California Value"), Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen California Municipal Market Opportunity Fund, Inc.,
Nuveen California Investment Quality Municipal
Value Fund, Inc., Nuveen California
Performance PlusSelect Quality Municipal Fund, Inc., Nuveen California Quality Income Municipal Fund, Inc., Nuveen California Select
Quality Municipal
Fund, Inc., Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Insured California Premium Income Municipal Fund 2, Inc., Nuveen Michigan
Premium Income Municipal Fund, Inc., Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen New Jersey Investment Quality Municipal Fund, Inc., Nuveen
New Jersey Premium Income Fund, Inc., Nuveen New York
Investment Quality Municipal Fund, Inc., Nuveen New York Municipal Value Fund,
Inc., Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen New York
Quality Income Municipal Fund, Inc., Nuveen New York Select Quality Municipal
Fund, Inc., Nuveen Insured New York Premium Income Municipal Fund, Inc., and Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality
Municipal Fund, Inc., each a Minnesota corporation (individually, a "Fund" and
collectively, the "Funds"), will be held (along with the meeting of shareholders
of several other Nuveen funds) in the Assembly Room34th floor sales conference room
of The Northern Trust
Company, 50 South LaSalle Street,Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60675,60606, on
Tuesday, July 26,November 15, 2005, at 10:30 a.m.12:00 p.m., ChicagoCentral time (for each Fund, an
"Annual Meeting"), for the following purposes and to transact such other
business, if any, as may properly come before the Meeting:Annual Meeting.
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To approveelect Members to the Board of Directors/Trustees (each a new investment management agreement between"Board" and each
Director or Trustee a "Board Member") of each Fund as outlined below:
a. For each Fund, except California Value, to elect nine (9) Board Members
to serve until the next Annual Meeting and Nuveen
Asset Management ("NAM"until their successors shall
have been duly elected and qualified:
i) seven (7) Board Members to be elected by the holders of Common Shares
and Taxable Auctioned Preferred Shares for Senior Income;
FundPreferred shares for Floating Rate, Floating Rate Opportunity and
Tax-Advantaged Floating Rate; and Municipal Auction Rate Cumulative
Preferred Shares for each other Fund (collectively, "Preferred
Shares"), each Fund's investment adviser.
voting together as a single class; and
ii) two (2) Board Members to be elected by the holders of Preferred
Shares only, voting separately as a single class.
b. For California Value, to elect three (3) Board Members for multiple year
terms or until their successors shall have been duly elected and
qualified.
2. To transact such other business as may properly come before the Annual
Meeting.
Shareholders of record at the close of business on May 31,September 20, 2005 are
entitled to notice of and to vote at the Annual Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO
AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE
REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER
THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY
TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND
FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER
THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW
THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE.
Jessica R. Droeger
Vice President and Secretary
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
JUNE 21,OCTOBER 11, 2005
NUVEEN FLOATING RATE INCOME FUND (JFR)
NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND (JRO)
NUVEEN TAX-ADVANTAGED FLOATING RATE FUND (JFP)
NUVEEN SENIOR INCOME FUND (NSL)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKR)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)
NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NGK)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NGO)
NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC)
NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)
NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKG)
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG)
NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)
NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI)
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY)
NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)
NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)
NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)
1
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM)
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ)
1
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC.(NQJ)
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK)
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN)
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY)
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP)
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN)
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN)
NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO)
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF)
NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII)
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ)
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQP)
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP)
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX)
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB)
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors/Directors or Trustees (each a "Board" and collectively, the
"Boards," and each Director or Trustee a "Board Member" and collectively, the
"Board Members") of each of Nuveen Floating Rate Income Fund ("Floating Rate"),
Nuveen Floating Rate Income Opportunity Fund ("Floating Rate Opportunity"),
Nuveen Tax-Advantaged Floating Rate Fund ("Tax-Advantaged Floating Rate"),
Nuveen Senior Income Fund ("Senior Income"), Nuveen Arizona Dividend Advantage
Municipal Fund ("Arizona Dividend
Advantage"Dividend"), Nuveen Arizona Dividend Advantage Municipal
Fund 2 ("Arizona Dividend Advantage 2"), Nuveen Arizona Dividend Advantage Municipal Fund
3 ("Arizona Dividend Advantage 3"), Nuveen California Premium Income Municipal Fund
("California Premium"), Nuveen California Dividend Advantage Municipal Fund
("California Dividend Advantage"Dividend"), Nuveen California Dividend Advantage Municipal Fund 2
("California Dividend Advantage 2"), Nuveen California Dividend Advantage Municipal Fund 3
("California Dividend Advantage 3"), Nuveen
California Premium Income Municipal Fund ("California Premium Income"), Nuveen Insured California
2
Dividend Advantage
Municipal Fund ("Insured California Dividend Advantage"Dividend"), Nuveen Insured California
Tax-Free Advantage Municipal Fund ("Insured California Tax-Free Advantage"Tax-Free"), Nuveen
Connecticut Dividend Advantage Municipal Fund ("Connecticut Dividend Advantage"Dividend"), Nuveen
Connecticut Dividend Advantage Municipal Fund 2 ("Connecticut Dividend Advantage 2"),
Nuveen Connecticut Dividend Advantage Municipal Fund 3 ("Connecticut Dividend
Advantage 3"), Nuveen Connecticut Premium Income Municipal Fund ("Connecticut Premium")
(Connecticut Dividend, Connecticut Dividend 2, Connecticut Dividend 3 and
Connecticut Premium Income"are collectively the "Connecticut Funds"), Nuveen Insured
Florida Investment QualityTax-Free Advantage Municipal Fund ("Insured Florida Investment Quality"), Nuveen
Florida Quality Income Municipal Fund ("Florida Quality"Tax-Free"), Nuveen
Insured Florida Premium Income Municipal Fund ("Insured Florida Premium Income"Premium"),
Nuveen Insured Florida Tax-Free AdvantageInvestment Quality Municipal Fund ("Florida Investment"), Nuveen
Florida Quality Income Municipal Fund ("Florida Quality") (Insured Florida
Tax-Free, Insured Florida Tax-Free
Advantage"Premium, Florida Investment and Florida Quality are
collectively the "Florida Funds"), Nuveen Georgia Dividend Advantage Municipal
Fund ("Georgia Dividend
Advantage"Dividend"), Nuveen Georgia Dividend Advantage Municipal Fund 2
("Georgia Dividend Advantage 2"), Nuveen Georgia Premium Income Municipal Fund ("Georgia
Premium") (Georgia Dividend, Georgia Dividend 2 and Georgia Premium Income"), Nuveen Massachusetts Dividend Advantage Municipal Fund
("Massachusetts Dividend Advantage"), Nuveen Massachusetts Premium Income
Municipal Fund ("Massachusetts Premium Income"), Nuveen Insured Massachusetts
Tax-Free Advantage Municipal Fund ("Insured Massachusetts Tax-Free Advantaged"are
collectively the "Georgia Funds"), Nuveen Maryland Dividend Advantage Municipal
Fund ("Maryland Dividend
Advantage"Dividend"), Nuveen
2
Maryland Dividend Advantage Municipal Fund 2 ("Maryland Dividend Advantage 2"), Nuveen
Maryland Dividend Advantage Municipal Fund 3 ("Maryland Dividend Advantage 3"), Nuveen
Maryland Premium Income Municipal Fund ("Maryland Premium") (Maryland Dividend,
Maryland Dividend 2, Maryland Dividend 3 and Maryland Premium Income"are collectively
the "Maryland Funds"), Nuveen Insured Massachusetts Tax-Free Advantage Municipal
Fund ("Insured Massachusetts Tax-Free"), Nuveen Massachusetts Dividend Advantage
Municipal Fund ("Massachusetts Dividend"), Nuveen Massachusetts Premium Income
Municipal Fund ("Massachusetts Premium") (Insured Massachusetts Tax-Free,
Massachusetts Dividend and Massachusetts Premium are collectively the
"Massachusetts Funds"), Nuveen Michigan Dividend Advantage Municipal Fund
("Michigan Dividend Advantage"Dividend"), Nuveen Missouri Premium Income Municipal Fund ("Missouri
Premium Income"Premium"), Nuveen New Jersey Dividend Advantage Municipal Fund ("New Jersey
Dividend Advantage"Dividend"), Nuveen New Jersey Dividend Advantage Municipal Fund 2 ("New Jersey
Dividend Advantage 2"), Nuveen New York Dividend
Advantage Municipal Fund ("New York Dividend Advantage"), Nuveen New York
Dividend Advantage Municipal Fund 2 ("New York Dividend Advantage 2"), Nuveen
Insured New York Dividend Advantage Municipal Fund ("Insured New York Dividend
Advantage"), Nuveen Insured New York Tax-Free Advantage Municipal Fund ("Insured
New York Tax-Free Advantage"), Nuveen North Carolina Dividend Advantage Municipal Fund ("North
Carolina Dividend Advantage"Dividend"), Nuveen North Carolina Dividend Advantage Municipal Fund 2
("North Carolina Dividend Advantage 2"), Nuveen North Carolina Dividend Advantage
Municipal Fund 3 ("North Carolina Dividend Advantage 3"), Nuveen North Carolina Premium
Income Municipal Fund ("North Carolina Premium") (North Carolina Dividend, North
Carolina Dividend 2, North Carolina Dividend 3 and North Carolina Premium Income"are
collectively the "North Carolina Funds"), Nuveen Ohio Dividend Advantage
Municipal Fund ("Ohio Dividend Advantage"Dividend"), Nuveen Ohio Dividend Advantage Municipal Fund
2 ("Ohio Dividend Advantage 2"), Nuveen Ohio Dividend Advantage Municipal Fund 3 ("Ohio
Dividend Advantage 3"), Nuveen Pennsylvania Dividend Advantage Municipal Fund
("Pennsylvania Dividend Advantage"Dividend"), Nuveen Pennsylvania Dividend Advantage Municipal Fund
2 ("Pennsylvania Dividend Advantage 2"), Nuveen Pennsylvania Premium Income Municipal Fund
2 ("Pennsylvania Premium Income 2"), Nuveen Pennsylvania Investment Quality Municipal
Fund ("Pennsylvania Investment") (Pennsylvania Dividend, Pennsylvania Dividend
2, Pennsylvania Premium 2 and Pennsylvania Investment are collectively the
"Pennsylvania Funds"), Nuveen Texas Quality Income Municipal Fund ("Texas
Quality Income"), Nuveen Virginia Premium
Income Municipal Fund ("Virginia Premium Income"Quality"), Nuveen Virginia Dividend Advantage Municipal Fund ("Virginia
Dividend Advantage"Dividend"), and Nuveen Virginia Dividend Advantage Municipal Fund 2 ("Virginia
Dividend Advantage 2") and Nuveen Virginia Premium Income Municipal Fund ("Virginia
Premium") (Virginia Dividend, Virginia Dividend 2 and Virginia Premium are
collectively the "Virginia Funds"), each a Massachusetts business trust
(collectively, the "Massachusetts Business Trusts"), and Nuveen Arizona Premium
Income Municipal Fund, Inc. ("Arizona Premium") (Arizona Dividend, Arizona
Dividend 2, Arizona Dividend 3 and Arizona Premium Income"are collectively the "Arizona
Funds"), Nuveen California Municipal Value Fund, Inc. ("California Value"),
Nuveen California Performance Plus Municipal Fund, Inc. ("California
Performance"), Nuveen California Municipal Market Opportunity Fund, Inc.
("California Opportunity"), Nuveen California Investment Quality Municipal Fund,
Inc. ("California Investment Quality"), Nuveen California Municipal Market
Opportunity Fund, Inc. ("California Market Opportunity"), Nuveen California
Municipal Value Fund, Inc. ("California Value Fund"), Nuveen California
Performance Plus Municipal
3
Fund, Inc. ("California Performance Plus"), Nuveen California Quality Income
Municipal Fund, Inc. ("California Investment Quality"Investment"), Nuveen California Select Quality Municipal Fund,
Inc. ("California SelectSelect"), Nuveen California Quality Income Municipal Fund,
Inc. ("California Quality"), Nuveen Insured California Premium Income Municipal
Fund, Inc. ("Insured California Premium
Income"California"), Nuveen Insured California Premium Income
Municipal Fund 2, Inc. ("Insured California 2") (California Value, California
Performance, California Opportunity, California Investment, California Select,
California Quality, Insured California, Insured California 2, California
Premium, Income 2"California Dividend, California Dividend 2, California Dividend 3,
Insured California Dividend and Insured California Tax-Free are collectively the
"California Funds"), Nuveen Michigan Premium Income Municipal Fund, Inc.
("Michigan Premium Income"Premium"), Nuveen Michigan Quality Income Municipal Fund, Inc.
("Michigan Quality") (Michigan Dividend, Michigan Premium and Michigan Quality
Income"are collectively the "Michigan Funds"), Nuveen New Jersey Investment Quality
Municipal Fund, Inc. ("New Jersey Investment Quality"Investment"), Nuveen New Jersey Premium Income
Municipal Fund, Inc. ("New Jersey
3
Premium") (New Jersey Dividend, New Jersey Dividend 2, New Jersey Investment and
New Jersey Premium Income"are collectively the "New Jersey Funds"), Nuveen
New York Investment Quality Municipal Fund, Inc. ("New York Investment
Quality"), Nuveen New York Municipal Value Fund, Inc. ("New York Municipal
Value"), Nuveen New York Performance Plus Municipal Fund, Inc. ("New York
Performance Plus"), Nuveen New York Quality Income Municipal Fund, Inc. ("New
York Quality Income"), Nuveen New York Select Quality Municipal Fund, Inc. ("New
York Select Quality"), Nuveen Insured New York Premium Income Municipal Fund,
Inc. ("Insured New York Premium Income"), and Nuveen Ohio
Quality Income Municipal Fund, Inc. ("Ohio Quality") (Ohio Dividend, Ohio
Dividend 2, Ohio Dividend 3 and Ohio Quality Income"), Nuveen Pennsylvania Investment Quality
Municipal Fund, Inc. ("Pennsylvania Investment Quality"are collectively the "Ohio Funds"),
each a Minnesota corporation (individually,(collectively, the "Minnesota Corporations") (the
Massachusetts Business Trusts and Minnesota Corporations are each a "Fund" and
collectively, the "Funds"), of proxies to be voted at a Specialthe Annual Meeting of
Shareholders to be held (along with the
meeting of shareholders of several other Nuveen funds) in the Assembly Room34th floor sales conference room of The Northern Trust Company, 50 South LaSalle Street,Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois 60675,60606, on Tuesday,
July 26,November 15, 2005, at 10:30 a.m.12:00 p.m., ChicagoCentral time (for each Fund, a "Meeting"an "Annual
Meeting" and collectively, the "Meetings""Annual Meetings"), and at any and all
adjournments thereof.
On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is specified, the shares will be voted FOR approvalthe
election of the new investment management agreement.nominees as listed in this Joint Proxy Statement. Shareholders
who execute proxies may revoke them at any time before they are voted by filing
with that Fund a written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
This Joint Proxy Statement is first being mailed to shareholders on or about
June 21,October 11, 2005.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders.
The following table indicates which shareholders are solicited with respect to
each matter:
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MATTER COMMON SHARES PREFERRED SHARES(1)
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1. To approve a new investment management1a(i). Election of seven (7) Board Members by X X
agreementall shareholders (except California
Value).
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a(ii). Election of two (2) Board Members by X
Preferred Shares only (except California
Value).
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b. Election of three (3) Board Members for each FundX N/A
California Value by all shareholders.
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(1) Taxable Auctioned Preferred Shares for Senior Income; FundPreferred shares
for Floating Rate, Floating Rate Opportunity and Tax-Advantaged Floating
Rate; and Municipal Auction Rate Cumulative Preferred Shares
("MuniPreferred") for each other Fund are referred to as "Preferred Shares."
A quorum of shareholders is required to take action at each Annual Meeting. A
majority of the shares entitled to vote at each Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at that Meeting.Annual
Meeting, except that for the election of the two Board Member nominees to be
elected by holders of Preferred Shares of each Fund (except California Value),
33 1/3% of the Preferred Shares entitled to vote and represented in person or by
proxy will constitute a quorum. Votes cast by proxy or in person at each Annual
Meeting will be tabulated by the inspectors of election appointed for that
Annual Meeting. The inspectors of election will determine whether or not a
quorum is present at the Annual Meeting. The inspectors of
4
election will treat
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees,
typically in "street name," as to which (i) instructions have not been received
from the beneficial owners or persons entitled to vote and (ii) the
4
broker or nominee does not have discretionary voting power on a particular
matter) as present for purposes of determining a quorum.
For each Minnesota Corporation, the affirmative vote of a majority of the shares
present and entitled to vote at the Annual Meeting will be required to elect the
Board Members of that Minnesota Corporation. For each Massachusetts Business
Trust, the affirmative vote of a plurality of the shares present and entitled to
vote at the Annual Meeting will be required to elect the Board Members of that
Massachusetts Business Trust.
For purposes of determining the approval of the new investment management
agreement,proposal to elect nominees for
each of the Massachusetts Business Trusts, abstentions and broker non-votes will
be treated as shares votedhave no effect on the election of Board Members. For purposes of determining the
approval of the proposal to elect nominees for each of the Minnesota
Corporations, abstentions and broker non-votes will have the effect of a vote
against the proposal.election of Board Members. The details of the proposal to be voted
on by the shareholders of each Fund and the vote required for approval of the proposal areis set
forth under the description of the proposal below.
Preferred Shares held in "street name" as to which voting instructions have not
been received from the beneficial owners or persons entitled to vote as of one
business day before the Annual Meeting, or, if adjourned, one business day
before the day to which the Annual Meeting is adjourned, and that would
otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New
York Stock Exchange, be voted by the broker on the proposal in the same
proportion as the votes cast by all Preferred shareholders as a class who have
voted on the proposal or in the same proportion as the votes cast by all
Preferred shareholders of the Fund who have voted on that item. Rule 452 permits
proportionate voting of Preferred Shares with respect to a particular item if,
among other things, (i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the holders of such
shares with respect to such item and (ii) less than 10% of the Preferred Shares
or shares of a series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of meeting the 30%
test, abstentions will be treated as shares "voted" and, for the purpose of
meeting the 10% test, abstentions will not be treated as shares "voted" against
the item.
5
Those persons who were shareholders of record at the close of business on
May
31,September 20, 2005 will be entitled to one vote for each share held. As of
May 31,September 20, 2005, the shares of the Funds were issued and outstanding as
follows:
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FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
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Floating Rate JFR 47,286,920 Series M 4,000
Series T 4,000
Series W 4,000
Series F 4,000
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Floating Rate Opportunity JRO 28,397,051 Series M 3,200
Series TH 3,200
Series F' 3,200
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Tax-Advantaged Floating JFP 13,851,500 Series TH 3,120
Rate
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Senior Income NSL 29,806,406 Series TH 1,840
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Arizona Dividend Advantaged NFZ 1,545,1851,545,828 Series T 480
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Arizona Dividend Advantage 2 NKR 2,423,6482,424,972 Series W 740
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Arizona Dividend Advantage 3 NXE 3,067,2433,067,310 Series M 880
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Arizona Premium Income NAZ 4,459,4174,463,440 Series TH 1,200
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California Dividend Advantage NAC 23,412,013 Series TH 3,500
Series F 3,500
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California Dividend Advantage 2 NVX 14,790,660 Series M 2,200
Series F 2,200
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California Dividend Advantage 3 NZH 24,112,833 Series M 3,740
Series TH 3,740
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California Investment Quality NQC 13,580,232 Series M 3,600
Series W 880
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California Municipal Market NCO 8,154,681 Series W 2,200
Opportunity
Series F 520
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California Municipal Value NCA 25,241,808 N/A
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California Performance Plus NCP 12,965,742 Series T 1,800
Series W 640
Series F 1,800
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California Premium Income NCU 5,774,216Opportunity NCO 8,154,681 Series M 1,720W 2,200
Series F 520
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California Investment NQC 13,580,232 Series M 3,600
Series W 880
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California Select NVC 23,096,654 Series T 2,400
Series W 1,680
Series TH 3,600
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California Quality Income NUC 21,999,728 Series M 1,400
Series W 3,000
Series F 3,000
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Insured California Select Quality NVC 23,096,654NPC 6,448,935 Series T 2,4001,800
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Insured California 2 NCL 12,716,370 Series W 1,680T 1,900
Series TH 3,6001,900
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California Premium NCU 5,774,216 Series M 1,720
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California Dividend NAC 23,421,710 Series TH 3,500
Series F 3,500
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California Dividend 2 NVX 14,790,660 Series M 2,200
Series F 2,200
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California Dividend 3 NZH 24,112,833 Series M 3,740
Series TH 3,740
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Insured California Dividend NKL 15,259,759 Series T 2,360
Advantage
Series F 2,360
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Insured California Premium Income NPC 6,448,935 Series T 1,800
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Insured California Premium Income 2 NCL 12,713,231 Series T 1,900
Series TH 1,900
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Insured California Tax-Free NKX 5,883,301 Series TH 1,800
Advantage
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Connecticut Dividend Advantage NFC 2,564,283 Series T 780
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Connecticut Dividend Advantage 2 NGK 2,309,188 Series W 700
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Connecticut Dividend Advantage 3 NGO 4,350,795 Series F 1,280
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Connecticut Premium Income NTC 5,343,880 Series TH 1,532
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6
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FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
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Connecticut Dividend NFC 2,566,305 Series T 780
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Connecticut Dividend 2 NGK 2,309,992 Series W 700
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Connecticut Dividend 3 NGO 4,352,554 Series F 1,280
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Connecticut Premium NTC 5,350,023 Series TH 1,532
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Insured Florida Tax-Free NWF 3,882,373 Series W 1,160
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Insured Florida Premium NFL 14,386,727 Series W 1,640
Series TH 2,800
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Florida Investment Quality NQF 16,574,05616,584,289 Series T 3,080
Series F 2,200
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Florida Quality Income NUF 14,299,88014,302,595 Series M 1,700
Series TH 1,700
Series F 1,280
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Insured Florida Premium Income NFL 14,376,794 Series W 1,640
Series TH 2,800
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Insured Florida Tax-Free Advantage NWF 3,882,034 Series W 1,160
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Georgia Dividend Advantage NZX 1,961,4831,962,625 Series M 600
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Georgia Dividend Advantage 2 NKG 4,553,660 Series F 1,320
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Georgia Premium Income NPG 3,796,7673,799,327 Series TH 1,112
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Massachusetts Dividend Advantage NMB 1,951,293 Series T 600
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Massachusetts Premium Income NMT 4,744,935 Series TH 1,360
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Insured Massachusetts Tax-Free NGX 2,719,407 Series W 820
Advantage
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Maryland Dividend Advantage NFM 4,166,2814,167,793 Series M 1,280
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Maryland Dividend Advantage 2 NZR 4,174,2474,176,211 Series F 1,280
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Maryland Dividend Advantage 3 NWI 5,359,275 Series T 1,560
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Maryland Premium Income NMY 10,612,28210,619,846 Series W 1,404
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Insured Massachusetts NGX 2,721,006 Series TH 1,760
Tax-Free Series W 820
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Massachusetts Dividend NMB 1,952,234 Series T 600
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Massachusetts Premium NMT 4,750,453 Series TH 1,360
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Michigan Dividend Advantage NZW 2,061,0852,061,972 Series W 640
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Michigan Premium Income NMP 7,745,6237,748,342 Series M 840
Series TH 1,400
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Michigan Quality Income NUM 11,706,154 Series TH 3,200
Series F 560
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Missouri Premium Income NOM 2,264,0542,271,027 Series TH 640
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New Jersey Dividend Advantage NXJ 6,556,2616,557,606 Series T 1,920
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New Jersey Dividend Advantage 2 NUJ 4,509,8394,511,237 Series W 1,380
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New Jersey Investment Quality NQJ 20,444,58020,465,539 Series M 3,200
Series TH 2,000
Series F 1,280
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New Jersey Premium Income NNJ 12,039,32912,044,633 Series T 624
Series W 1,440
Series TH 1,600
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New YorkNorth Carolina Dividend Advantage NAN 9,195,882NRB 2,253,763 Series T 680
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North Carolina Dividend 2 NNO 3,741,658 Series F 2,7601,120
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New YorkNorth Carolina Dividend Advantage 2 NXK 6,457,0003 NII 3,927,750 Series W 1,8801,120
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New York Investment Quality NQN 17,720,933North Carolina Premium NNC 6,338,218 Series M 960
Series T 2,400
Series F 2,400TH 1,872
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New York Municipal Value NNY 15,120,364 N/AOhio Dividend NXI 4,236,796 Series W 1,240
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7
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FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
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New York Performance Plus NNP 14,977,135 Series M 1,600
Series T 800
Series W 2,000
Series F 572
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New York Quality Income NUN 24,083,739 Series M 2,200
Series W 2,200
Series TH 2,400
Series F 1,080
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New York Select Quality NVN 23,435,202 Series T 1,720
Series W 2,400
Series TH 3,600
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Insured New York Dividend Advantage NKO 7,957,934 Series TH 2,440
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Insured New York Premium Income NNF 8,329,215 Series M 1,320
Series T 1,280
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Insured New York Tax-Free Advantage NRK 3,512,848 Series TH 1,080
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North Carolina Dividend Advantage NRB 2,252,723 Series T 680
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North Carolina Dividend Advantage 2 NNO 3,740,045 Series F 1,120
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North Carolina Dividend Advantage 3 NII 3,925,825 Series W 1,120
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North Carolina Premium Income NNC 6,334,245 Series TH 1,872
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Ohio Dividend Advantage NXI 4,234,055 Series W 1,240
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Ohio Dividend Advantage 2 NBJ 3,118,7653,119,302 Series F 960
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Ohio Dividend Advantage 3 NVJ 2,157,7812,157,883 Series T 660
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Ohio Quality Income NUO 9,699,6209,714,245 Series M 680
Series TH 1,400
Series TH2 1,000
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Pennsylvania Dividend Advantage NXM 3,308,7383,311,847 Series T 1,000
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Pennsylvania Dividend Advantage 2 NVY 3,724,790 Series M 1,140
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Pennsylvania Premium 2 NPY 15,826,751 Series M 844
Series TH 2,080
Series F 1,800
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Pennsylvania Investment Quality NQP 16,301,498 Series T 880
Series W 2,400
Series TH 2,000
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Pennsylvania Premium Income 2 NPY 15,812,637 Series M 844
Series TH 2,080
Series F 1,800
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8
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FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
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Texas Quality Income NTX 9,483,8709,495,144 Series M 760
Series TH 2,000
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Virginia Premium Income NPV 8,871,611 Series T 832
Series TH 1,720
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Virginia Dividend Advantage NGB 3,123,5863,124,483 Series W 960
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Virginia Dividend Advantage 2 NNB 5,708,7265,711,464 Series M 1,680
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Virginia Premium NPV 8,881,193 Series T 832
Series TH 1,720
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* The common shares of all of the Funds are listed on the New York Stock
Exchange, except NFZ, NKR, NXE, NCU, NVX, NZH, NKL, NKO, NKX, NFC, NGK, NGO, NWF,
NZX, NKG, NPG, NFM, NZR, NWI, NGX, NMB, NZW, NOM, NXJ, NXK, NUJ, NRB,
NRK, NNO, NII,
NXI, NBJ, NVJ, NXM, NVY, NGB and NNB, which are listed on the American Stock
Exchange.
The number of sharesELECTION OF BOARD MEMBERS
GENERAL
At each Fund's Annual Meeting, Board Members are to be elected to serve until
the next Annual Meeting or until their successors shall have been duly elected
and qualified. Under the terms of each Fund's organizational documents (except
California Value), under normal circumstances, holders of Preferred Shares are
entitled to elect two (2) Board Members, and the remaining Board Members are to
be elected by holders of Common Shares and Preferred Shares, voting together as
a single class. Pursuant to the organizational documents of California Value,
the Board is divided into three classes, with each class being elected to serve
a term of three years. For California Value, three (3) Board Members are
nominated to be elected at this meeting to serve for multiple year terms.
A. FOR EACH FUND EXCEPT CALIFORNIA VALUE:
(i) Seven (7) Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class. Board
Members Bremner, Brown, Evans, Hunter, Kundert, Stockdale and Sunshine are
nominees for election by all shareholders.
8
(ii) Holders of Preferred Shares, each series voting together as a
single class, are entitled to elect two (2) of the Board Members. Board
Members Schneider and Schwertfeger are nominees for election by holders of
Preferred Shares.
B. FOR CALIFORNIA VALUE: The Board of California Value has designated
Board Members Hunter, Kundert and Sunshine as Class II Board Members, and
as nominees for Board Members for a term expiring at the annual meeting of
shareholders in 2008, and until their successors have been duly elected and
qualified. The remaining Board Members Bremner, Brown, Evans, Schneider,
Schwertfeger and Stockdale are current and continuing Board Members. The
Board of California Value has designated Board Members Brown and
Schwertfeger as continuing Class I Board Members for terms that expire in
2007 and has designated Board Members Bremner, Evans, Schneider and
Stockdale as continuing Class III Board Members for terms that expire in
2006.
For each Minnesota Corporation, the affirmative vote of a majority of the shares
present and entitled to vote at the Annual Meeting will be required to elect the
Board Members of that Minnesota Corporation. For each Massachusetts Business
Trust, the affirmative vote of a plurality of the shares present and entitled to
vote at the Annual Meeting will be required to elect the Board Members of that
Massachusetts Business Trust.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected. However, should any nominee become unable
or unwilling to accept nomination for election, the proxies will be voted for
substitute nominees, if any, designated by that Fund's present Board.
Except for California Value, Floating Rate Opportunity and Tax-Advantaged
Floating Rate, all of the Board Member nominees except Board Members Kundert and
Sunshine were last elected to each Fund's Board at the 2004 annual meeting of
shareholders. In November 2004, Messrs. Kundert and Sunshine were appointed to
each Fund's Board effective February 23, 2005. Messrs. Kundert and Sunshine are
presented in this Joint Proxy Statement as nominees for election by shareholders
and were nominated by the nominating and governance committee of each Fund's
Board. Board Members Brown and Schwertfeger were last elected as Class I members
of the Board of California Value at the 2004 annual meeting of shareholders.
Board Members Bremner, Evans, Schneider and Stockdale were last elected as Class
III members of the Board of California Value at the 2003 annual meeting of
shareholders. This is the first Annual Meeting of Floating Rate Opportunity and
Tax-Advantaged Floating Rate. The continuing Board Member nominees of Floating
Rate Opportunity and Tax-Advantaged Floating Rate were elected by the initial
shareholder of the Fund, Nuveen Asset Management ("NAM" or the "Adviser"), on
June 22, 2004 and March 16, 2005, respectively.
Other than Mr. Schwertfeger, all Board Member nominees are not "interested
persons" of the Funds or Adviser as defined in the Investment Company Act of
1940, as amended (the "1940 Act") and have never been an employee or director of
Nuveen Investments, Inc. ("Nuveen"), the Adviser's parent company, or any
affiliate ("Independent Board Members").
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
9
BOARD NOMINEES/BOARD MEMBERS
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
Nominees who are not
interested persons of
the Fund
Robert P. Bremner Board Term: Annual Private Investor 155 N/A
c/o Nuveen Member Length of Service: and Management
Investments, Inc. Since 1996 Consultant.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)
Lawrence H. Brown Board Term: Annual Retired (1989) as 155 See
c/o Nuveen Member Length of Service: Senior Vice Principal
Investments, Inc. Since 1993 President of The Occupation
333 West Wacker Drive Northern Trust Description
Chicago, IL 60606 Company; Director,
(7/29/34) Community Advisory
Board for Highland
Park and Highwood,
United Way of the
North Shore (since
2002).
10
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
Jack B. Evans Board Term: Annual President, The 155 See
c/o Nuveen Member Length of Service: Hall-Perrine Principal
Investments, Inc. Since 1999 Foundation, a Occupation
333 West Wacker Drive private Description
Chicago, IL 60606 philanthropic
(10/22/48) corporation (since
1996); Director and
Vice Chairman,
United Fire Group,
a publicly held
company; Adjunct
Faculty Member,
University of Iowa;
Director, Gazette
Companies; Life
Trustee of Coe
College; Director,
Iowa College
Foundation;
formerly, Director,
Alliant Energy;
formerly, Director,
Federal Reserve
Bank of Chicago;
previously,
President and Chief
Operating Officer,
SCI Financial
Group, Inc., a
regional financial
services firm.
William C. Hunter Board Term: Annual Dean and 155 See
c/o Nuveen Member Length of Service: Distinguished Principal
Investments, Inc. Since 2004 Professor of Occupation
333 West Wacker Drive Finance, School of Description
Chicago, IL 60606 Business at the
(3/6/48) University of
Connecticut;
previously, Senior
Vice President and
Director of
Research at the
Federal Reserve
Bank of Chicago
(1995-2003);
Director, Credit
Research Center at
Georgetown
University;
Director (since
2004) of Xerox
Corporation, a
publicly held
company.
11
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
David J. Kundert Board Term: Annual Retired (2004) as 153 See
c/o Nuveen Member Length of Service: Chairman, JPMorgan Principal
Investments, Inc. Since 2005 Fleming Asset Occupation
333 West Wacker Drive Management, Description
Chicago, IL 60606 President and CEO,
(10/28/42) Banc One Investment
Advisors
Corporation, and
President, One
Group Mutual Funds;
prior thereto,
Executive Vice
President, Bank One
Corporation and
Chairman and CEO,
Banc One Investment
Management Group;
Board of Regents,
Luther College;
currently a member
of the American and
Wisconsin Bar
Associations.
12
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
William J. Schneider Board Term: Annual Chairman, formerly, 155 See
c/o Nuveen Member Length of Service: Senior Partner and Principal
Investments, Inc. Since 1996 Chief Operating Occupation
333 West Wacker Drive Officer (retired Description
Chicago, IL 60606 December 2004),
(9/24/44) Miller-Valentine
Partners Ltd., a
real estate
investment company;
formerly, Vice
President,
Miller-Valentine
Realty, a
construction
company; Director,
Chair of the
Finance Committee
and Member of the
Audit Committee of
Premier Health
Partners, the
not-for-profit
parent company of
Miami Valley
Hospital; President
of the Dayton
Philharmonic
Orchestra
Association, Board
Member, Regional
Leaders Forum which
promotes
cooperation on
economic
development issues;
Director and
Immediate Past
Chair, Dayton
Development
Coalition;
formerly, Member,
Community Advisory
Board, National
City Bank, Dayton,
Ohio and Business
Advisory Council,
Cleveland Federal
Reserve Bank.
13
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
Judith M. Stockdale Board Term: Annual Executive Director, 155 N/A
c/o Nuveen Member Length of Service: Gaylord and Dorothy
Investments, Inc. Since 1997 Donnelley
333 West Wacker Drive Foundation (since
Chicago, IL 60606 1994); prior
(12/29/47) thereto, Executive
Director, Great
Lakes Protection
Fund (from 1990 to
1994).
Eugene S. Sunshine Board Term: Annual Senior Vice 155 See
c/o Nuveen Member Length of Service: President for Principal
Investments, Inc. Since 2005 Business and Occupation
333 West Wacker Drive Finance (since Description
Chicago, IL 60606 1997), Northwestern
(1/22/50) University;
Director (since
2003), Chicago
Board of Options
Exchange; Director
(since 2003),
National Mentor
Holdings, a
privately-held,
national provider
of home and
community-based
services; Chairman
(since 1997), Board
of Directors,
Rubicon, an
insurance company
owned by
Northwestern
University;
Director (since
1997), Evanston
Chamber of Commerce
and Evanston
Inventure, a
business
development
organization.
14
NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ---------------------------------------------------------------------------------------------------------
Timothy R. Chairman Term: Annual Chairman and 155 See
Schwertfeger(2) of the Length of Service: Director (since Principal
333 West Wacker Drive Board and Since 1996 1996) of Nuveen Occupation
Chicago, IL 60606 Board Investments, Inc. Description
(3/28/49) Member and Nuveen
Investments, LLC;
Chairman and
Director (since
1997) of Nuveen
Asset Management;
Director (since
1996) of
Institutional
Capital
Corporation;
Chairman and
Director (since
1999) of
Rittenhouse Asset
Management, Inc.;
Chairman of Nuveen
Investments
Advisers, Inc.
(since 2002);
Director (from 1992
to 2004) and
Chairman (from 1996
to 2004) of Nuveen
Advisory Corp. and
Nuveen
Institutional
Advisory Corp.(3)
- ---------------------------------------------------------------------------------------------------------
(1) Length of Service indicates the year in which the individual became a Board
Member of a fund in the Nuveen fund complex.
(2) "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of each Fund's adviser.
(3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005.
15
BENEFICIAL OWNERSHIP
The following table lists the dollar range of equity securities beneficially
owned by each Board Member nominee in each Fund and in all Nuveen funds overseen
by the Board Member nominee as of December 31, 2004.
DOLLAR RANGE OF EQUITY SECURITIES
- ----------------------------------------------------------------------------------------------------------
TAX-
FLOATING ADVANTAGED
FLOATING RATE FLOATING SENIOR ARIZONA ARIZONA
BOARD MEMBER NOMINEES RATE OPPORTUNITY RATE(1) INCOME DIVIDEND DIVIDEND 2
- ----------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 N/A $0 $0 $0
Lawrence H. Brown............. 0 0 N/A 1-10,000 0 0
Jack B. Evans................. 0 0 N/A 10,001- 0 0
50,000
William C. Hunter............. 0 0 N/A 0 0 0
David J. Kundert(2)........... 0 0 N/A 0 0 0
William J. Schneider.......... 10,001- 0 N/A 0 0 0
50,000
Timothy R. Schwertfeger....... 0 0 N/A Over 0 0
100,000
Judith M. Stockdale........... 0 0 N/A 0 0 0
Eugene S. Sunshine(2)......... 0 0 N/A 0 0 0
- ----------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
- ---------------------------------------------------------------------------------------------------
ARIZONA ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM VALUE PERFORMANCE OPPORTUNITY INVESTMENT
- ---------------------------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0 0
William J. Schneider... 0 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------
16
DOLLAR RANGE OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA INSURED INSURED CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES SELECT QUALITY CALIFORNIA CALIFORNIA 2 PREMIUM DIVIDEND
- ------------------------------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0 0
William J. Schneider... 0 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------
INSURED INSURED
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CONNECTICUT CONNECTICUT
BOARD MEMBER NOMINEES DIVIDEND 2 DIVIDEND 3 DIVIDEND TAX-FREE DIVIDEND DIVIDEND 2
- ------------------------------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0 0
William J. Schneider... 0 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
- ----------------------------------------------------------------------------------------------
INSURED INSURED
CONNECTICUT CONNECTICUT FLORIDA FLORIDA FLORIDA FLORIDA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM TAX-FREE PREMIUM INVESTMENT QUALITY
- ----------------------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0 0
William J. Schneider... 0 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0 0
- ----------------------------------------------------------------------------------------------
17
DOLLAR RANGE OF EQUITY SECURITIES
- --------------------------------------------------------------------------------
GEORGIA GEORGIA GEORGIA MARYLAND MARYLAND
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND DIVIDEND 2
- --------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0
William J. Schneider... 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0
- --------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
- ----------------------------------------------------------------------------------------------
INSURED
MARYLAND MARYLAND MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM TAX-FREE DIVIDEND PREMIUM
- ----------------------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0
William J. Schneider... 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0
- ----------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
- -------------------------------------------------------------------------------
MICHIGAN MICHIGAN MICHIGAN MISSOURI NEW JERSEY
BOARD MEMBER NOMINEES DIVIDEND PREMIUM QUALITY PREMIUM DIVIDEND
- -------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0
William J. Schneider... 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0
- -------------------------------------------------------------------------------
18
DOLLAR RANGE OF EQUITY SECURITIES
- -------------------------------------------------------------------------------------
NORTH NORTH
NEW JERSEY NEW JERSEY NEW JERSEY CAROLINA CAROLINA
BOARD MEMBER NOMINEES DIVIDEND 2 INVESTMENT PREMIUM DIVIDEND DIVIDEND 2
- -------------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0
William J. Schneider... 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0
- -------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
- -----------------------------------------------------------------------------------
NORTH NORTH
CAROLINA CAROLINA OHIO OHIO OHIO
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
- -----------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0
William J. Schneider... 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0
- -----------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
- --------------------------------------------------------------------------------------------
OHIO PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM 2 INVESTMENT
- --------------------------------------------------------------------------------------------
Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0
William J. Schneider... 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0
- --------------------------------------------------------------------------------------------
19
- --------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED
INVESTMENT
COMPANIES
OVERSEEN BY
BOARD MEMBER
DOLLAR RANGE OF EQUITY SECURITIES NOMINEES IN
- ------------------------------------------------------------------------------ FAMILY OF
TEXAS VIRGINIA VIRGINIA VIRGINIA INVESTMENT
BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM COMPANIES(3)
- --------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0 Over $100,000
Lawrence H. Brown............. 0 0 0 0 Over $100,000
Jack B. Evans................. 0 0 0 0 Over $100,000
William C. Hunter............. 0 0 0 0 $50,001-$100,000
David J. Kundert(2)........... 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 Over $100,000
Timothy R. Schwertfeger....... 0 0 0 0 Over $100,000
Judith M. Stockdale........... 0 0 0 0 Over $100,000
Eugene S. Sunshine(2)......... 0 0 0 0 $50,001-$100,000
- --------------------------------------------------------------------------------------------------
(1) Tax-Advantaged Floating Rate Fund did not commence operations until March
16, 2005.
(2) In November 2004, Messrs. Kundert and Sunshine were appointed to each Fund's
Board, effective February 23, 2005. Mr. Sunshine did own shares of Nuveen
Funds prior to his being appointed as a Board Member.
(3) The amounts reflect the aggregate dollar range of equity securities and the
number of shares beneficially owned by the Board Member in the Funds and in
all Nuveen funds overseen by the Board Member.
20
The following table sets forth, for each Board Member and for the Board Members
and officers of the Funds as a group, the amount of shares beneficially owned in each Fund as
of December 31, 2004. The information as to beneficial ownership is based on
statements furnished by each Board Member and officer.
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------------------------------------
TAX-
FLOATING ADVANTAGED
FLOATING RATE FLOATING SENIOR ARIZONA ARIZONA
BOARD MEMBER NOMINEES RATE OPPORTUNITY RATE(2) INCOME DIVIDEND DIVIDEND 2
- ---------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 N/A 0 0 0
Lawrence H. Brown............. 0 0 N/A 1,000 0 0
Jack B. Evans................. 0 0 N/A 5,000 0 0
William C. Hunter............. 0 0 N/A 0 0 0
David J. Kundert(3)........... 0 0 N/A 0 0 0
William J. Schneider.......... 1,000 0 N/A 0 0 0
Timothy R. Schwertfeger....... 0 0 N/A 49,000 0 0
Judith M. Stockdale........... 0 0 N/A 0 0 0
Eugene S. Sunshine(3)......... 0 0 N/A 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 1,000 0 N/A 59,525 0 0
- ---------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ----------------------------------------------------------------------------------------------------------
ARIZONA ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM VALUE PERFORMANCE OPPORTUNITY INVESTMENT
- ----------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
- ----------------------------------------------------------------------------------------------------------
21
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -------------------------------------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA INSURED INSURED CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES SELECT QUALITY CALIFORNIA CALIFORNIA 2 PREMIUM DIVIDEND
- -------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -------------------------------------------------------------------------------------------------------------
INSURED INSURED
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CONNECTICUT CONNECTICUT
BOARD MEMBER NOMINEES DIVIDEND 2 DIVIDEND 3 DIVIDEND TAX-FREE DIVIDEND DIVIDEND 2
- -------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -----------------------------------------------------------------------------------------------------
INSURED INSURED
CONNECTICUT CONNECTICUT FLORIDA FLORIDA FLORIDA FLORIDA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM TAX-FREE PREMIUM INVESTMENT QUALITY
- -----------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------
22
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ----------------------------------------------------------------------------------------------------
GEORGIA GEORGIA GEORGIA MARYLAND MARYLAND MARYLAND
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
- ----------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
- ----------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- --------------------------------------------------------------------------------------------------------------
INSURED
MARYLAND MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS MICHIGAN MICHIGAN
BOARD MEMBER NOMINEES PREMIUM TAX-FREE DIVIDEND PREMIUM DIVIDEND PREMIUM
- --------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
- --------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -------------------------------------------------------------------------------------------------------
MICHIGAN MISSOURI NEW JERSEY NEW JERSEY NEW JERSEY NEW JERSEY
BOARD MEMBER NOMINEES QUALITY PREMIUM DIVIDEND DIVIDEND 2 INVESTMENT PREMIUM
- -------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------
23
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------
NORTH CAROLINA NORTH CAROLINA NORTH CAROLINA NORTH CAROLINA OHIO
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM DIVIDEND
- ------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- --------------------------------------------------------------------------------
OHIO OHIO OHIO PENNSYLVANIA
BOARD MEMBER NOMINEES DIVIDEND 2 DIVIDEND 3 QUALITY DIVIDEND
- --------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert(3)........... 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0
- --------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------
PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES DIVIDEND 2 PREMIUM 2 INVESTMENT
- ---------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0
Lawrence H. Brown............. 0 0 0
Jack B. Evans................. 0 0 0
William C. Hunter............. 0 0 0
David J. Kundert(3)........... 0 0 0
William J. Schneider.......... 0 0 0
Timothy R. Schwertfeger....... 0 0 0
Judith M. Stockdale........... 0 0 0
Eugene S. Sunshine(3)......... 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0
- ---------------------------------------------------------------------------
24
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------
TEXAS VIRGINIA VIRGINIA VIRGINIA
BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM
- ------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert(3)........... 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0
- ------------------------------------------------------------------------------
(1) The numbers include share equivalents of certain Nuveen funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members as more fully described below.
(2) Tax-Advantaged Floating Rate Fund did not commence operations until March
16, 2005.
(3) In November 2004, is set forth in Appendix A.Messrs. Kundert and Sunshine were appointed to each Fund's
Board, effective February 23, 2005. Mr. Sunshine did own shares of Nuveen
Funds prior to his being appointed as a Board Member.
On December 31, 2004, Board Members and executive officers as a group
beneficially owned 1,196,807 common shares of all funds managed by Nuveen Asset Management ("NAM" or the "Adviser")Adviser
(includes deferred units and shares held by Board
Members through the Deferred Compensation Plan for Independent Board Members and
by executive officers in Nuveen's
401(k)/profit sharing plan). Each Board Member's individual beneficial
shareholdings of each Fund constitutedconstitute less than 1% of the outstanding shares of
each Fund. As of MayJuly 31, 2005, the Board Members and executive officers as a
group beneficially owned less than 1% of the outstanding Common Sharescommon shares of each
Fund. As of May 31,September 20, 2005, nothe Funds were not aware that any shareholder
beneficially owned more than 5% of any class of shares of any Fund, except as
listed below:
- ---------------------------------------------------------------------------------------
SHAREHOLDER NAME AND AMOUNT OF PERCENTAGE
FUND AND CLASS ADDRESS(1) SHARES OWNED OWNED
- ---------------------------------------------------------------------------------------
Senior Income Fund -- Common First Trust Portfolios L.P. 3,122,382 10.5%
Shares 1001 Warrenville Road
Lisle, IL 60532
First Trust Advisors L.P.
1001 Warrenville Road
Lisle, IL 60532
The Charger Corporation
1001 Warrenville Road
Lisle, IL 60532
- ---------------------------------------------------------------------------------------
(1) First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger
Corporation are shared beneficial owners of the amount and percentage of
Senior Income shares shown. Information is based on a Schedule 13G filed on
behalf of First Trust Portfolios L.P., First Trust Advisors L.P. and The
Charger Corporation on June 10, 2005.
25
COMPENSATION
For all Nuveen funds, Independent Board Members receive an $85,000 annual
retainer plus (a) a fee of $2,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per
day for attendance in person where such in-person attendance is required and
$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled board meeting; (c) a fee
of $1,000 per day for attendance in person at an audit committee or compliance,
risk management and regulatory oversight committee meeting where in-person
attendance is required and $750 per day for audit committee attendance by
telephone or in person where in-person attendance is not required and $500 per
day for compliance, risk management and regulatory oversight committee
attendance by telephone or in person where in-person attendance is not required;
(d) a fee of $500 per day for attendance in person or by telephone for a meeting
of the dividend committee; and (e) a fee of $500 per day for attendance in
person at all other committee meetings (including ad hoc committee meetings and
shareholder meetings) on a day on which no regularly scheduled board meeting is
held in which in-person attendance is required and $250 per day for attendance
by telephone or in person at such meetings where in-person attendance is not
required, plus, in each case, expenses incurred in attending such meetings. In
addition to the payments described above, the chairperson of each committee of
the Board (except the dividend committee and executive committee) receives
$5,000 as an addition to the annual retainer paid to such individuals. When ad
hoc committees are organized, the Board may provide for additional compensation
to be paid to the members of such committees. The annual retainer, fees and
expenses are allocated among the funds managed by the Adviser, on the basis of
relative net asset sizes although fund management may, in its discretion,
establish a minimum amount to be allocated to each fund. The Board Member
affiliated with Nuveen and the Adviser serves without any compensation from the
Funds.
The boards of certain Nuveen funds (the "Participating Funds") established a
Deferred Compensation Plan for Independent Board Members ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of his or her fees. The Funds that are Participating
Funds under the Deferred Compensation Plan are Floating Rate, Floating Rate
Opportunity, Senior Income, California Value, California Performance, California
Investment, California Select, California Quality, Insured California 2,
California Dividend, California Dividend 2, California Dividend 3, Insured
California Dividend, Insured Florida Premium, Florida Investment, Florida
Quality, Michigan Quality, New Jersey Investment, New Jersey Premium,
Pennsylvania Premium 2 and Pennsylvania Investment.
26
The table below shows, for each Independent Board Member, the aggregate
compensation (i) paid by each Fund to each Board Member for its last fiscal year
and (ii) paid (including deferred fees) for service on the boards of the Nuveen
open-end and closed-end funds managed by the Adviser for the calendar year ended
2004. Mr. Schwertfeger, a Board Member who is an interested person of the Funds,
does not receive any compensation from the Funds or any Nuveen funds.
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------
TAX-
FLOATING ADVANTAGED
FLOATING RATE FLOATING SENIOR ARIZONA ARIZONA
BOARD MEMBER NOMINEES RATE OPPORTUNITY RATE INCOME DIVIDEND DIVIDEND 2
- ------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 2,166 1,206 323 623 72 113
Lawrence H. Brown............. 1,891 2,050 133 545 63 99
Jack B. Evans................. 2,229 2,233 135 640 73 115
William C. Hunter............. 1,847 1,008 116 519 59 92
David J. Kundert(1)........... 757 454 116 213 24 38
William J. Schneider.......... 2,251 1,249 126 647 72 113
Judith M. Stockdale........... 1,801 998 316 506 59 92
Eugene S. Sunshine(1)......... 984 590 118 285 32 50
- ------------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ---------------------------------------------------------------------------------------------------
ARIZONA ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM VALUE PERFORMANCE OPPORTUNITY INVESTMENT
- ---------------------------------------------------------------------------------------------------
Robert P. Bremner...... 134 189 522 622 394 657
Lawrence H. Brown...... 118 167 506 603 386 637
Jack B. Evans.......... 137 194 537 640 403 677
William C. Hunter...... 109 155 453 540 322 570
David J. Kundert(1).... 45 64 186 222 135 234
William J. Schneider... 133 189 528 629 394 665
Judith M. Stockdale.... 110 155 436 520 324 549
Eugene S.
Sunshine(1).......... 60 85 230 274 168 289
- ---------------------------------------------------------------------------------------------------
27
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------
INSURED
INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES CALIFORNIA 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND
- ------------------------------------------------------------------------------------------------------
Robert P. Bremner...... 582 256 1,097 677 1,105 717
Lawrence H. Brown...... 565 251 1,064 657 1,071 696
Jack B. Evans.......... 600 262 1,130 698 1,138 739
William C. Hunter...... 506 210 953 588 959 623
David J. Kundert(1).... 208 88 392 243 396 257
William J. Schneider... 589 256 1,110 685 1,118 726
Judith M. Stockdale.... 487 211 918 566 924 600
Eugene S.
Sunshine(1).......... 257 109 485 300 489 317
- ------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ----------------------------------------------------------------------------------------------------
INSURED
CALIFORNIA CALIFORNIA INSURED CONNECTICUT CONNECTICUT FLORIDA
BOARD MEMBER NOMINEES SELECT QUALITY CALIFORNIA DIVIDEND 3 PREMIUM TAX-FREE
- ----------------------------------------------------------------------------------------------------
Robert P. Bremner...... 1,122 1,071 298 184 230 158
Lawrence H. Brown...... 1,088 1,039 292 170 212 152
Jack B. Evans.......... 1,155 1,103 305 184 229 158
William C. Hunter...... 974 930 244 155 193 138
David J. Kundert(1).... 401 384 101 24 29 21
William J. Schneider... 1,135 1,084 298 173 216 156
Judith M. Stockdale.... 938 896 245 156 194 139
Eugene S.
Sunshine(1).......... 495 474 126 25 31 22
- ----------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ----------------------------------------------------------------------------------------------------
INSURED
CALIFORNIA CONNECTICUT CONNECTICUT MARYLAND MARYLAND MARYLAND
BOARD MEMBER NOMINEES TAX-FREE DIVIDEND DIVIDEND 2 DIVIDEND DIVIDEND 2 DIVIDEND 3
- ----------------------------------------------------------------------------------------------------
Robert P. Bremner...... 265 113 103 182 185 226
Lawrence H. Brown...... 260 104 95 168 170 209
Jack B. Evans.......... 271 112 103 182 184 226
William C. Hunter...... 217 95 86 153 155 190
David J. Kundert(1).... 90 14 13 23 24 29
William J. Schneider... 264 106 97 171 173 212
Judith M. Stockdale.... 218 95 87 154 156 191
Eugene S.
Sunshine(1).......... 113 15 14 25 25 31
- ----------------------------------------------------------------------------------------------------
28
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- -----------------------------------------------------------------------------------------
INSURED
FLORIDA FLORIDA FLORIDA GEORGIA GEORGIA GEORGIA
BOARD MEMBER NOMINEES PREMIUM INVESTMENT QUALITY DIVIDEND DIVIDEND 2 PREMIUM
- -----------------------------------------------------------------------------------------
Robert P. Bremner...... 644 726 634 86 191 163
Lawrence H. Brown...... 612 690 603 80 176 151
Jack B. Evans.......... 646 728 636 86 190 163
William C. Hunter...... 586 661 577 72 160 137
David J. Kundert(1).... 87 98 86 11 24 21
William J. Schneider... 633 714 623 81 179 153
Judith M. Stockdale.... 601 678 592 73 161 138
Eugene S.
Sunshine(1).......... 91 103 90 12 26 22
- -----------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- --------------------------------------------------------------------------------------------
INSURED
MARYLAND MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS MICHIGAN
BOARD MEMBER NOMINEES PREMIUM TAX-FREE DIVIDEND PREMIUM DIVIDEND
- --------------------------------------------------------------------------------------------
Robert P. Bremner...... 456 116 87 202 95
Lawrence H. Brown...... 422 107 81 186 84
Jack B. Evans.......... 456 116 87 202 98
William C. Hunter...... 383 98 73 169 78
David J. Kundert(1).... 58 15 11 26 32
William J. Schneider... 429 109 82 190 95
Judith M. Stockdale.... 386 98 74 171 78
Eugene S.
Sunshine(1).......... 62 16 12 27 43
- --------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------
MICHIGAN MISSOURI NEW JERSEY NEW JERSEY NEW JERSEY NEW JERSEY
BOARD MEMBER NOMINEES QUALITY PREMIUM DIVIDEND DIVIDEND 2 INVESTMENT PREMIUM
- ------------------------------------------------------------------------------------------------
Robert P. Bremner...... 566 96 275 193 891 531
Lawrence H. Brown...... 495 89 264 185 847 505
Jack B. Evans.......... 583 96 275 193 893 533
William C. Hunter...... 483 81 240 168 811 483
David J. Kundert(1).... 199 12 37 26 121 72
William J. Schneider... 589 90 271 190 875 522
Judith M. Stockdale.... 471 81 241 169 787 469
Eugene S.
Sunshine(1).......... 258 13 39 27 126 75
- ------------------------------------------------------------------------------------------------
29
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- -------------------------------------------------------------------------------------------------
MICHIGAN NORTH CAROLINA OHIO OHIO OHIO OHIO
BOARD MEMBER NOMINEES PREMIUM PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 QUALITY
- -------------------------------------------------------------------------------------------------
Robert P. Bremner...... 354 274 194 144 100 477
Lawrence H. Brown...... 312 253 171 127 88 421
Jack B. Evans.......... 362 274 199 147 102 488
William C. Hunter...... 289 230 158 118 82 389
David J. Kundert(1).... 120 35 66 49 34 162
William J. Schneider... 354 258 194 144 100 477
Judith M. Stockdale.... 290 232 159 118 82 391
Eugene S.
Sunshine(1).......... 158 37 87 64 45 213
- -------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- -------------------------------------------------------------------------
NORTH CAROLINA NORTH CAROLINA NORTH CAROLINA
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3
- -------------------------------------------------------------------------
Robert P. Bremner...... 99 165 156
Lawrence H. Brown...... 92 152 144
Jack B. Evans.......... 99 165 156
William C. Hunter...... 83 139 138
David J. Kundert(1).... 13 21 21
William J. Schneider... 93 155 147
Judith M. Stockdale.... 84 140 139
Eugene S.
Sunshine(1).......... 14 22 22
- -------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ----------------------------------------------------------------------------------
PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 PREMIUM 2 INVESTMENT
- ----------------------------------------------------------------------------------
Robert P. Bremner...... 144 161 674 722
Lawrence H. Brown...... 138 154 640 687
Jack B. Evans.......... 144 161 675 724
William C. Hunter...... 125 140 613 658
David J. Kundert(1).... 19 21 91 98
William J. Schneider... 141 158 662 710
Judith M. Stockdale.... 126 141 595 638
Eugene S.
Sunshine(1).......... 20 23 95 102
- ----------------------------------------------------------------------------------
30
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ----------------------------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN
FUNDS PAID TO
TEXAS VIRGINIA VIRGINIA VIRGINIA BOARD
BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM MEMBERS
- ----------------------------------------------------------------------------------------------
Robert P. Bremner............. 432 138 251 390 114,167
Lawrence H. Brown............. 381 127 232 360 112,250
Jack B. Evans................. 443 137 251 389 116,125
William C. Hunter............. 353 115 211 327 65,875
David J. Kundert(1)........... 147 18 32 50 n/a
William J. Schneider.......... 432 129 236 366 111,667
Judith M. Stockdale........... 355 116 213 330 100,700
Eugene S. Sunshine(1)......... 193 19 34 53 n/a
- ----------------------------------------------------------------------------------------------
(1) In November 2004, Messrs. Kundert and Sunshine were appointed to each Fund's
Board, effective February 23, 2005.
(2) Includes deferred fees. Pursuant to a deferred compensation agreement with
certain of the Funds, deferred amounts are treated as though an equivalent
dollar amount has been invested in shares of one or more eligible Nuveen
funds. Total deferred fees for the Funds (including the return from the
assumed investment in the eligible Nuveen funds) payable are:
DEFERRED FEES
-----------------------------------------------------------------------------------------------------------
FLOATING
FLOATING RATE SENIOR CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES RATE OPPORTUNITY INCOME VALUE PERFORMANCE INVESTMENT
-----------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 330 144 95 82 97 103
Lawrence H. Brown............. -- -- -- -- -- --
Jack B. Evans................. 562 245 161 139 165 174
William C. Hunter............. 1,847 833 519 453 540 570
David J. Kundert(1)........... 757 454 213 186 222 234
William J. Schneider.......... 2,178 990 623 518 617 652
Judith M. Stockdale........... 807 400 227 197 234 248
Eugene S. Sunshine(1)......... 859 515 247 204 242 256
-----------------------------------------------------------------------------------------------------------
31
DEFERRED FEES
- -----------------------------------------------------------------------------------------------------
BOARD MEMBER CALIFORNIA CALIFORNIA INSURED CALIFORNIA CALIFORNIA CALIFORNIA
NOMINEES SELECT QUALITY CALIFORNIA 2 DIVIDEND DIVIDEND 2 DIVIDEND 3
- -----------------------------------------------------------------------------------------------------
Robert P. Bremner..... 176 168 91 172 106 173
Lawrence H. Brown..... -- -- -- -- -- --
Jack B. Evans......... 298 285 155 291 180 293
William C. Hunter..... 974 930 506 953 588 959
David J. Kundert(1)... 401 384 208 392 243 396
William J.
Schneider........... 1,113 1,063 578 1,088 672 1,096
Judith M. Stockdale... 423 404 220 414 256 417
Eugene S.
Sunshine(1)......... 438 419 227 429 265 433
- -----------------------------------------------------------------------------------------------------
DEFERRED FEES
- --------------------------------------------------------------------------------------------------
BOARD MEMBER FLORIDA MICHIGAN NEW JERSEY NEW JERSEY PENNSYLVANIA PENNSYLVANIA
NOMINEES QUALITY QUALITY INVESTMENT PREMIUM PREMIUM 2 INVESTMENT
- --------------------------------------------------------------------------------------------------
Robert P. Bremner..... 100 86 140 84 106 114
Lawrence H. Brown..... -- -- -- -- -- --
Jack B. Evans......... 165 147 232 138 175 188
William C. Hunter..... 577 483 811 483 613 658
David J. Kundert(1)... 86 199 121 72 91 98
William J.
Schneider........... 623 570 875 522 662 710
Judith M. Stockdale... 222 211 299 178 226 242
Eugene S.
Sunshine(1)......... 90 225 126 75 95 102
- --------------------------------------------------------------------------------------------------
DEFERRED FEES
- ----------------------------------------------------------
INSURED INSURED
CALIFORNIA FLORIDA FLORIDA
BOARD MEMBER NOMINEES DIVIDEND PREMIUM INVESTMENT
- ----------------------------------------------------------
Robert P. Bremner...... 112 102 114
Lawrence H. Brown...... -- -- --
Jack B. Evans.......... 191 168 189
William C. Hunter...... 623 586 661
David J. Kundert(1).... 257 87 98
William J. Schneider... 712 633 714
Judith M. Stockdale.... 271 226 255
Eugene S.
Sunshine(1).......... 280 91 103
- ----------------------------------------------------------
32
Nuveen maintains a charitable matching contributions program to encourage the
active support and involvement of individuals in the civic activities of their
community. The Independent Board Members of the funds managed by the Adviser are
eligible to participate in the matching contributions program of Nuveen. Under
the matching contributions program, Nuveen will match the personal contributions
of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum
amount of $10,000 during any calendar year.
COMMITTEES
The Board of each Fund has five standing committees: the executive committee,
the audit committee, the nominating and governance committee, the dividend
committee and the compliance, risk management and regulatory oversight
committee.
Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve
as members of the executive committee of each Fund. 1. APPROVAL OFThe executive committee,
which meets between regular meetings of the Board, is authorized to exercise all
of the powers of the Board; provided that the scope of the powers of the
executive committee, unless otherwise specifically authorized by the full Board,
is limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative or ministerial
nature. The executive committee of each Fund held no meetings during its last
fiscal year, except the executive committee of the Floating Rate Opportunity
Fund held one meeting and the executive committee of the Tax-Advantaged Floating
Rate Fund held two meetings.
Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current
members of the dividend committee of each Fund. The dividend committee is
authorized to declare distributions on the Fund's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The dividend committee of each Fund held five meetings during its
last fiscal year, except the dividend committee of the Tax-Advantaged Floating
Rate Fund held three meetings.
Lawrence H. Brown, William C. Hunter, David J. Kundert, William J. Schneider,
Chair, and Judith M. Stockdale are current members of the compliance, risk
management and regulatory oversight committee of each Fund. The compliance, risk
management and regulatory oversight committee is responsible for the oversight
of compliance issues, risk management, and other regulatory matters affecting
the Funds which are not otherwise the jurisdiction of the other Board
committees. As part of its duties regarding compliance matters, the committee
was responsible during 2004 for the oversight of the Pricing Procedures of the
Funds and the internal Valuation Group. The compliance, risk management and
regulatory oversight committee of each Fund held four meetings during its last
fiscal year, except the compliance, risk management and regulatory oversight
committee of the Tax-Advantaged Floating Rate Fund held two meetings.
Each Fund's Board has an audit committee, established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
composed of Independent Board Members who are "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner,
Lawrence H. Brown, Jack B. Evans, Chair,
33
William J. Schneider and Eugene S. Sunshine are current members of the audit
committee of each Fund. The audit committee is responsible for the oversight and
monitoring of (1) the accounting and reporting policies, processes and practices
and the audit of the financial statement of the Funds, (2) the quality and
integrity of the financial statements of the Funds, and (3) the independent
auditors' qualifications, performance and independence. The audit committee
reviews the work and any recommendations of the Funds' independent auditors.
Based on such review, it is authorized to make recommendations to the Board.
Commencing in 2005, the audit committee is responsible for the oversight of the
Pricing Procedures of the Funds and the internal Valuation Group. The Boards
adopted an Audit Committee Charter that conforms to the listing standards of the
New York Stock Exchange and American Stock Exchange. A copy of the Audit
Committee Charter is attached to the proxy statement as Appendix A. The audit
committee of each Fund held four meetings during its last fiscal year, except
the audit committee of the Tax-Advantaged Floating Rate Fund held one meeting.
Each Fund has a nominating and governance committee composed entirely of
Independent Board Members who are also "independent" as defined by New York
Stock Exchange or American Stock Exchange listing standards, as applicable.
Robert P. Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter,
David J. Kundert, William J. Schneider, Judith M. Stockdale and Eugene S.
Sunshine are current members of the nominating and governance committee of each
Fund. The purpose of the nominating and governance committee is to seek,
identify and recommend to the Board qualified candidates for election or
appointment to each Fund's Board. In addition, the committee oversees matters of
corporate governance, including the evaluation of Board performance and
processes, and assignment and rotation of committee members, and the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable. The committee operates under a written charter adopted
and approved by the Boards. The nominating and governance committee charter is
available on the Funds' website at
http://www.nuveen.com/etf/products/fundGovernance.aspx. The nominating and
governance committee of each Fund held five meetings during its last fiscal
year, except the nominating and governance committee of the Tax-Advantaged
Floating Rate Fund held one meeting and the nominating and governance committee
of the California Funds held four meetings.
The nominating and governance committee looks to many sources for
recommendations of qualified Board members, including current Board Members,
employees of the Adviser, current shareholders of the Funds, third party sources
and any other persons or entities that may be deemed necessary or desirable by
the committee. Shareholders of the Funds who wish to nominate a candidate to
their Fund's Board should mail information to the attention of Lorna Ferguson,
Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois 60606. This information must include evidence of Fund
ownership of the person or entity recommending the candidate, a full listing of
the proposed candidate's education, experience, current employment, date of
birth, names and addresses of at least three professional references,
information as to whether the candidate is an "interested person" (as such term
is defined in the 1940 Act) in relation to the Fund and such other information
that would be helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information regarding candidates
will be forwarded to the chairman of the nominating and governance committee and
the outside counsel to the Independent Board Members. Recommendations for
candidates to the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will
34
be acknowledged, although there may be times when the committee is not actively
recruiting new Board members. In those circumstances nominations will be kept on
file until active recruitment is under way.
The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability and, if qualifying as an
Independent Board Member candidate, independence from the Adviser or other
service providers. These experience requirements may vary depending on the
current composition of the Board, since the goal is to ensure an appropriate
range of skills and experience, in the aggregate. All candidates must meet high
expectations of personal integrity, governance experience and professional
competence that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by committee members. The committee may use
any process it deems appropriate for the purpose of evaluating candidates, which
process may include, without limitation, personal interviews, background checks,
written submissions by the candidates and third party references. There is no
difference in the manner in which the nominating and governance committee
evaluates nominees when the nominee is submitted by a shareholder. The
nominating and governance committee reserves the right to make the final
selection regarding the nomination of any prospective Board member.
The Board of each Fund held four regular quarterly meetings and six special
meetings during the last fiscal year, except the Board of the Tax-Advantaged
Floating Rate Fund held five regular quarterly meetings and seven special
meetings, the Board of the Floating Rate Opportunity Fund held five regular
quarterly meetings and six special meetings, the Boards of the Senior Income
Fund, the Floating Rate Fund, the Arizona Funds, the Michigan Funds, the Ohio
Funds and the Texas Fund held five regular quarterly meetings and five special
meetings and the Board of the California Funds held four regular quarterly
meetings and four special meetings. During the last fiscal year, each Board
Member attended 75% or more of each Fund's Board meetings and the committee
meetings (if a member thereof) held during the period for which such Board
Member was a Board Member. The policy of the Board relating to attendance by
Board Members at annual meetings of the Funds and the number of Board Members
who attended the last annual meeting of shareholders of each Fund is posted on
the Funds' website at www.nuveen.com/etf/products/fundgovernance.aspx.
35
THE NEW INVESTMENT MANAGEMENT AGREEMENTS
BACKGROUND
UnderOFFICERS
The following table sets forth information as of September 15, 2005 with respect
to each officer of the Funds other than Mr. Schwertfeger (who is a Board Member
and is included in the table relating to nominees for the Board). Officers
receive no compensation from the Funds. The officers are elected by the Board on
an investmentannual basis to serve until successors are elected and qualified.
- ------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director 155
333 West Wacker Drive Administrative Length of (since 2002), Assistant
Chicago, IL 60606 Officer Service: Since Secretary and Associate
(9/9/56) 1988 General Counsel,
formerly, Vice
President of Nuveen
Investments, LLC;
Managing Director
(since 2002), Assistant
Secretary and Associate
General Counsel,
formerly, Vice
President of Nuveen
Asset Management;
Managing Director
(since 2004) and
Assistant Secretary
(since 1994) of Nuveen
Investments, Inc.;
Assistant Secretary of
NWQ Investment
Management Company, LLC
(since 2002); Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director,
Associate General
Counsel and Assistant
Secretary of
Rittenhouse Asset
Management, Inc. (since
2003); previously,
Managing Director (from
2002 to 2004), General
Counsel and Assistant
Secretary, formerly,
Vice President of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.;(2) Chartered
Financial Analyst.
36
- ------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ------------------------------------------------------------------------------------------
Julia L. Antonatos Vice President Term: Annual Managing Director 155
333 West Wacker Drive Length of (since 2005),
Chicago, IL 60606 Service: Since previously, Vice
(9/22/63) 2004 President (since 2002),
formerly, Assistant
Vice President (since
1999) of Nuveen
Investments, LLC;
Chartered Financial
Analyst.
Michael T. Atkinson Vice President Term: Annual Vice President (since 155
333 West Wacker Drive and Assistant Length of 2002), formerly,
Chicago, IL 60606 Secretary Service: Since Assistant Vice
(2/3/66) 2002 President (from 2000),
previously, Associate
of Nuveen Investments,
LLC.
Peter H. D'Arrigo Vice President Term: Annual Vice President of 155
333 West Wacker Drive and Treasurer Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: Since (since 1999); prior
(11/28/67) 1999 thereto, Assistant Vice
President (from 1997);
Vice President and
Treasurer (since 1999)
of Nuveen Investments,
Inc.; Vice President
and Treasurer of Nuveen
Asset Management (since
2002) and of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Treasurer of
NWQ Investments
Management Company, LLC
(since 2002); Vice
President and Treasurer
of Nuveen Rittenhouse
Asset Management, Inc.
(since 2003); Vice
President and Treasurer
(from 1999 to 2004) of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.;(2) Chartered
Financial Analyst.
37
- ------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ------------------------------------------------------------------------------------------
Jessica R. Droeger Vice President Term: Annual Vice President (since 155
333 West Wacker Drive and Secretary Length of 2002) and Assistant
Chicago, IL 60606 Service: Since General Counsel (since
(9/24/64) 1998 1998), formerly,
Assistant Vice
President (from 1998)
of Nuveen Investments,
LLC; Vice President and
Assistant Secretary
(since 2005) of Nuveen
Asset Management; Vice
President (from 2002 to
2004) and Assistant
Secretary (from 1998 to
2004), of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
Lorna C. Ferguson Vice President Term: Annual Managing Director 155
333 West Wacker Drive Length of (since 2004),
Chicago, IL 60606 Service: Since previously, Vice
(10/24/45) 1998 President of Nuveen
Investments, LLC;
Managing Director of
Nuveen Asset
Management; previously,
Managing Director
(2004), formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
William M. Fitzgerald Vice President Term: Annual Managing Director of 155
333 West Wacker Drive Length of Nuveen Asset Management
Chicago, IL 60606 Service: Since (since 2001); Vice
(3/2/64) 1995 President of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director (from
2001 to 2004),
formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;(2)
Chartered Financial
Analyst.
Stephen D. Foy Vice President Term: Annual Vice President (since 155
333 West Wacker Drive and Controller Length of 1993) and Funds
Chicago, IL 60606 Service: Since Controller (since 1998)
(5/31/54) 1993 of Nuveen Investments,
LLC; Vice President
(since 1998) and
formerly, Funds
Controller of Nuveen
Investments, Inc.;
Certified Public
Accountant.
38
- ------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ------------------------------------------------------------------------------------------
James D. Grassi Vice President Term: Annual Vice President and 155
333 West Wacker Drive and Chief Length of Deputy Director of
Chicago, IL 60606 Compliance Service: Since Compliance (since 2004)
(4/13/56) Officer 2004 of Nuveen Investments,
LLC, Nuveen Investments
Advisers Inc., Nuveen
Asset Management and
Rittenhouse Asset
Management, Inc.;
previously, Vice
President and Deputy
Director of Compliance
(2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;(2)
formerly, Senior
Attorney (1994 to
2004), The Northern
Trust Company.
David J. Lamb Vice President Term: Annual Vice President of 155
333 West Wacker Drive Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: Since (since 2000); prior
(3/22/63) 2000 thereto, Assistant Vice
President (from 1999);
Certified Public
Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of 155
333 West Wacker Drive Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: Since (since 1999); prior
(8/27/61) 2002 thereto, Assistant Vice
President (since 1993)
of Nuveen Investments,
LLC.
39
- ------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
- ------------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, 155
333 West Wacker Drive and Assistant Length of Assistant Secretary and
Chicago, IL 60606 Secretary Service: Since Assistant General
(7/27/51) 1988 Counsel of Nuveen
Investments, LLC; Vice
President, Assistant
General Counsel and
Assistant Secretary of
Nuveen Investments,
Inc.; Vice President
(since 2005) and
Assistant Secretary
(since 1997) of Nuveen
Asset Management; Vice
President (since 2000),
Assistant Secretary and
Assistant General
Counsel (since 1998) of
Rittenhouse Asset
Management, Inc.; Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Secretary of
NWQ Investment
Management Company, LLC
(since 2002);
previously, Vice
President and Assistant
Secretary of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
- ------------------------------------------------------------------------------------------
(1) Length of Service indicates the year the individual became an officer of a
fund in the Nuveen fund complex.
(2) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005.
AUDIT COMMITTEE REPORT
The audit committee of the Board is responsible for the oversight and monitoring
of (1) the accounting and reporting policies, processes and practices, and the
audit of the financial statements, of each Fund, (2) the quality and integrity
of the financial statements of the Funds, and (3) the independent registered
public accounting firm's qualifications, performance and independence. In its
oversight capacity, the committee reviews each Fund's annual financial
statements with both management agreement betweenand the independent registered public accounting
firm and the committee meets periodically with the independent registered public
accounting firm to consider their evaluation of each Fund's financial and
internal controls. The committee also selects, retains, evaluates and may
replace each Fund's independent registered public accounting firm. The committee
is currently composed of five Board
40
Members and operates under a written charter adopted and approved by the Board,
a copy of which is attached as Appendix A. Each committee member meets the
independence and experience requirements applicable to the Funds of the New York
Stock Exchange, the American Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 and the rules and regulations of the Securities and
Exchange Commission.
The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent registered public accounting firm. The
committee has also reviewed and discussed the audited financial statements with
management. Management has represented to the independent registered public
accounting firm that each Fund's financial statements were prepared in
accordance with generally accepted accounting principles. The committee has also
discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards ("SAS") No. 61,
(Communication with Audit Committees), as amended by SAS No. 90 (Audit Committee
Communications). Each Fund's independent registered public accounting firm
provided to the committee the written disclosure required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the committee discussed with representatives of the independent registered
public accounting firm their firm's independence. As provided in the Audit
Committee Charter, it is not the committee's responsibility to determine, and
the considerations and discussions referenced above do not ensure, that each
Fund's financial statements are complete and accurate and presented in
accordance with generally accepted accounting principles.
Based on the committee's review and discussions with management and the
independent registered public accounting firm, the representations of management
and the report of the independent registered public accounting firm to the
committee, the committee has recommended that the Board include the audited
financial statements in each Fund's Annual Report.
The members of the committee are:
Robert P. Bremner
Lawrence H. Brown
Jack B. Evans
William J. Schneider
Eugene S. Sunshine
41
AUDIT AND RELATED FEES. The following tables provide the aggregate fees billed
by Ernst & Young LLP during each Fund's last two fiscal years (i) to each Fund
for services provided to the Fund and (ii) to the Adviser and certain entities
controlling, controlled by, or under common control with the Adviser that
provide ongoing services to each Fund (each,("Adviser Entities") for engagements
directly related to the operations and financial reporting of each Fund.
- --------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
----------------- --------------------------------- -----------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES(5)
----------------- --------------- --------------- --------------- -----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005 2004 2005 2004 2005
-------------------------------------------------------------------------------------------
Floating Rate(6)............. $33,000 $58,933 $ 0 $ 0 $ 0 $ 0 $0 $919 $ 0 $282,575
Floating Rate
Opportunity(7)............. 11,500 48,364 0 0 0 0 0 860 0 282,575
Tax-Advantaged Floating
Rate(8).................... N/A 37,000 N/A 0 N/A 0 N/A 0 N/A 282,575
Senior Income................ 40,000 28,803 0 0 0 0 364 834 0 282,575
Arizona Dividend............. 6,193 6,513 0 0 0 0 569 586 0 282,575
Arizona Dividend 2........... 6,646 6,984 0 0 0 0 686 593 0 282,575
Arizona Dividend 3........... 6,868 7,234 0 0 0 0 743 597 0 282,575
Arizona Premium.............. 7,482 7,875 0 0 0 0 379 411 0 282,575
California Value............. 11,096 11,682 0 0 0 0 405 429 0 282,575
California Performance....... 12,197 12,820 0 0 0 0 413 434 0 282,575
California Opportunity....... 9,720 10,269 0 0 0 0 395 422 0 282,575
California Investment........ 12,571 13,228 0 0 0 0 416 436 0 282,575
California Select............ 17,617 18,575 0 0 0 0 452 462 0 282,575
California Quality........... 17,059 18,014 0 0 0 0 448 459 0 282,575
Insured California........... 8,718 9,124 0 0 0 0 388 417 0 282,575
Insured California 2......... 11,793 12,370 0 0 0 0 410 432 0 282,575
California Premium........... 8,204 8,660 0 0 0 0 384 414 0 282,575
California Dividend.......... 17,374 18,320 0 0 0 0 450 1,009 0 282,575
California Dividend 2........ 12,752 13,481 0 0 0 0 2,264 776 0 282,575
California Dividend 3........ 17,369 18,395 0 0 0 0 3,450 1,013 0 282,575
Insured California
Dividend................... 13,234 13,938 0 0 0 0 2,392 972 0 282,575
- ----------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER
AND ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2004 2005 2004 2005
---------------------------------
Floating Rate(6)............. $0 $1,000 $ 0 $ 0
Floating Rate
Opportunity(7)............. 0 0 0 0
Tax-Advantaged Floating
Rate(8).................... N/A 0 N/A 0
Senior Income................ 4,500 6,050 0 0
Arizona Dividend............. 2,500 2,700 0 0
Arizona Dividend 2........... 2,500 2,700 0 0
Arizona Dividend 3........... 2,500 2,700 0 0
Arizona Premium.............. 2,500 2,700 0 0
California Value............. 0 0 0 0
California Performance....... 2,500 2,700 0 0
California Opportunity....... 2,500 2,700 0 0
California Investment........ 2,500 2,700 0 0
California Select............ 2,500 2,700 0 0
California Quality........... 2,500 2,700 0 0
Insured California........... 2,500 2,700 0 0
Insured California 2......... 2,500 2,700 0 0
California Premium........... 2,500 2,700 0 0
California Dividend.......... 2,500 2,700 0 0
California Dividend 2........ 2,500 2,700 0 0
California Dividend 3........ 2,500 2,700 0 0
Insured California
Dividend................... 2,500 2,700 0 0
42
- --------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
----------------- --------------------------------- -----------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES(5)
----------------- --------------- --------------- --------------- -----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005 2004 2005 2004 2005
-------------------------------------------------------------------------------------------
Insured California
Tax-Free................... $8,316 $8,764 $0 $0 $0 $0 $1,115 $692 $0 $282,575
Connecticut Dividend......... 6,694 7,042 0 0 0 0 699 578 0 282,575
Connecticut Dividend 2....... 6,590 6,917 0 0 0 0 674 578 0 282,575
Connecticut Dividend 3....... 7,521 7,908 0 0 0 0 912 581 0 282,575
Connecticut Premium.......... 8,035 8,450 0 0 0 0 383 409 0 282,575
Insured Florida Tax-Free..... 7,298 7,667 0 0 0 0 378 584 0 282,575
Insured Florida Premium...... 13,041 13,625 0 0 0 0 420 438 0 282,575
Florida Investment........... 13,965 14,677 0 0 0 0 427 443 0 282,575
Florida Quality.............. 12,870 13,538 0 0 0 0 418 438 0 282,575
Georgia Dividend............. 6,392 6,722 0 0 0 0 621 577 0 282,575
Georgia Dividend 2........... 7,599 7,991 0 0 0 0 931 581 0 282,575
Georgia Premium.............. 7,270 7,649 0 0 0 0 378 406 0 282,575
Maryland Dividend............ 7,488 7,877 0 0 0 0 908 581 0 282,575
Maryland Dividend 2.......... 7,525 7,906 0 0 0 0 914 581 0 282,575
Maryland Dividend 3.......... 7,994 8,411 0 0 0 0 1,032 582 0 282,575
Maryland Premium............. 10,613 11,195 0 0 0 0 402 417 0 282,575
Insured Massachusetts
Tax-Free................... 6,739 7,091 0 0 0 0 374 578 0 282,575
Massachusetts Dividend....... 6,402 6,733 0 0 0 0 624 403 0 282,575
Massachusetts Premium........ 7,706 8,115 0 0 0 0 381 407 0 282,575
Michigan Dividend............ 6,451 6,790 0 0 0 0 636 590 0 282,575
Michigan Premium............. 9,304 9,785 0 0 0 0 393 420 0 282,575
Michigan Quality............. 11,608 12,181 0 0 0 0 409 431 0 282,575
Missouri Premium............. 6,496 6,839 0 0 0 0 372 404 0 282,575
New Jersey Dividend.......... 8,677 9,138 0 0 0 0 1,212 624 0 282,575
New Jersey Dividend 2........ 7,692 8,105 0 0 0 0 957 609 0 282,575
New Jersey Investment........ 15,935 16,737 0 0 0 0 440 453 0 282,575
- ----------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER
AND ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2004 2005 2004 2005
---------------------------------
Insured California
Tax-Free................... $2,500 $2,700 $0 $0
Connecticut Dividend......... 2,450 2,650 0 0
Connecticut Dividend 2....... 2,450 2,650 0 0
Connecticut Dividend 3....... 2,450 2,650 0 0
Connecticut Premium.......... 2,450 2,650 0 0
Insured Florida Tax-Free..... 2,500 2,700 0 0
Insured Florida Premium...... 2,500 2,700 0 0
Florida Investment........... 2,500 2,700 0 0
Florida Quality.............. 2,500 2,700 0 0
Georgia Dividend............. 2,450 2,650 0 0
Georgia Dividend 2........... 2,450 2,650 0 0
Georgia Premium.............. 2,450 2,650 0 0
Maryland Dividend............ 2,450 2,650 0 0
Maryland Dividend 2.......... 2,450 2,650 0 0
Maryland Dividend 3.......... 2,450 2,650 0 0
Maryland Premium............. 2,450 2,650 0 0
Insured Massachusetts
Tax-Free................... 2,450 2,650 0 0
Massachusetts Dividend....... 2,450 2,650 0 0
Massachusetts Premium........ 2,450 2,650 0 0
Michigan Dividend............ 2,500 2,700 0 0
Michigan Premium............. 2,500 2,700 0 0
Michigan Quality............. 2,500 2,700 0 0
Missouri Premium............. 2,450 2,650 0 0
New Jersey Dividend.......... 2,500 2,700 0 0
New Jersey Dividend 2........ 2,500 2,700 0 0
New Jersey Investment........ 2,500 2,700 0 0
43
- --------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
----------------- --------------------------------- -----------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES(5)
----------------- --------------- --------------- --------------- -----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005 2004 2005 2004 2005
-------------------------------------------------------------------------------------------
New Jersey Premium........... $11,704 $12,231 $0 $0 $0 $0 $410 $431 $0 $282,575
North Carolina Dividend...... 6,539 6,879 0 0 0 0 661 578 0 282,575
North Carolina Dividend 2.... 7,299 7,670 0 0 0 0 857 406 0 282,575
North Carolina Dividend 3.... 7,285 7,663 0 0 0 0 852 580 0 282,575
North Carolina Premium....... 8,546 8,977 0 0 0 0 387 410 0 282,575
Ohio Dividend................ 7,523 7,932 0 0 0 0 380 433 0 282,575
Ohio Dividend 2.............. 6,982 7,349 0 0 0 0 774 424 0 282,575
Ohio Dividend 3.............. 6,501 6,842 0 0 0 0 650 417 0 282,575
Ohio Quality................. 10,653 11,214 0 0 0 0 403 426 0 282,575
Pennsylvania Dividend........ 7,124 7,464 0 0 0 0 813 600 0 282,575
Pennsylvania Dividend 2...... 7,316 7,692 0 0 0 0 863 603 0 282,575
Pennsylvania Premium 2....... 13,414 13,977 0 0 0 0 422 440 0 282,575
Pennsylvania Investment...... 13,969 14,603 0 0 0 0 426 443 0 282,575
Texas Quality................ 10,176 10,691 0 0 0 0 398 424 0 282,575
Virginia Dividend............ 6,972 7,349 0 0 0 0 772 405 0 282,575
Virginia Dividend 2.......... 8,286 8,710 0 0 0 0 1,111 583 0 282,575
Virginia Premium............. 9,853 10,388 0 0 0 0 396 414 0 282,575
- --------------------------------------------------------------------------------------------------------------------------
- ----------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER
AND ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2004 2005 2004 2005
---------------------------------
New Jersey Premium........... $2,500 $2,700 $0 $0
North Carolina Dividend...... 2,450 2,650 0 0
North Carolina Dividend 2.... 2,450 2,650 0 0
North Carolina Dividend 3.... 2,450 2,650 0 0
North Carolina Premium....... 2,450 2,650 0 0
Ohio Dividend................ 2,500 2,700 0 0
Ohio Dividend 2.............. 2,500 2,700 0 0
Ohio Dividend 3.............. 2,500 2,700 0 0
Ohio Quality................. 2,500 2,700 0 0
Pennsylvania Dividend........ 2,500 2,700 0 0
Pennsylvania Dividend 2...... 2,500 2,700 0 0
Pennsylvania Premium 2....... 2,500 2,700 0 0
Pennsylvania Investment...... 2,500 2,700 0 0
Texas Quality................ 2,500 2,700 0 0
Virginia Dividend............ 2,450 2,650 0 0
Virginia Dividend 2.......... 2,450 2,650 0 0
Virginia Premium............. 2,450 2,650 0 0
- -----------------------------
(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of the Fund's annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and are not reported under "Audit Fees."
(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning.
(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
(5) "Tax Fees billed to Adviser and Adviser Entities" reflect fees billed to the
Adviser primarily for Fund tax return preparation.
(6) "Audit Fees" for 2004 have been revised to reflect fees paid for audit
registration statements for common and preferred stock offerings.
(7) "Audit Fees" for 2004 have been revised to reflect fees paid for audit
registration statements for common stock offerings. Common stock offering
costs are also included in 2005.
(8) "Audit Fees" include fees paid for audit registration statements for common
stock offerings.
44
NON-AUDIT FEES. The following tables provide the aggregate non-audit fees billed
by Ernst & Young LLP for services rendered to each Fund, the Adviser and the
Adviser Entities during each Fund's last two fiscal years.
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE OPERATIONS BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES AND FINANCIAL REPORTING ADVISER ENTITIES (ALL OTHER
FUND BILLED TO FUND OF FUND) ENGAGEMENTS) TOTAL
- ----------------------------- ------------------------- --------------------------- ---------------------------- -----------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004
- -----------------------------------------------------------------------------------------------------------------------------------
Floating Rate................ $0 $1,919 $0 $282,575 $0 $0 $0
Floating Rate Opportunity.... 0 860 0 282,575 0 0 0
Tax-Advantaged Floating
Rate....................... N/A 0 N/A 282,575 N/A 0 N/A
Senior Income................ 4,864 6,884 0 282,575 0 0 4,864
Arizona Dividend............. 3,069 3,286 0 282,575 0 0 3,069
Arizona Dividend 2........... 3,186 3,293 0 282,575 0 0 3,186
Arizona Dividend 3........... 3,243 3,297 0 282,575 0 0 3,243
Arizona Premium.............. 2,879 3,111 0 282,575 0 0 2,879
California Value............. 405 429 0 282,575 0 0 405
California Performance....... 2,913 3,134 0 282,575 0 0 2,913
California Opportunity....... 2,895 3,122 0 282,575 0 0 2,895
California Investment........ 2,916 3,136 0 282,575 0 0 2,916
California Select............ 2,952 3,162 0 282,575 0 0 2,952
California Quality........... 2,948 3,159 0 282,575 0 0 2,948
Insured California........... 2,888 3,117 0 282,575 0 0 2,888
Insured California 2......... 2,910 3,132 0 282,575 0 0 2,910
California Premium........... 2,884 3,114 0 282,575 0 0 2,884
California Dividend.......... 2,950 3,709 0 282,575 0 0 2,950
California Dividend 2........ 4,764 3,476 0 282,575 0 0 4,764
California Dividend 3........ 5,950 3,713 0 282,575 0 0 5,950
- ----------------------------- -----------
FUND TOTAL
- ----------------------------- -----------
FISCAL YEAR
ENDED 2005
- ----------------------------- -----------
Floating Rate................ $284,494
Floating Rate Opportunity.... 283,435
Tax-Advantaged Floating
Rate....................... 282,575
Senior Income................ 289,459
Arizona Dividend............. 285,861
Arizona Dividend 2........... 285,868
Arizona Dividend 3........... 285,872
Arizona Premium.............. 285,686
California Value............. 283,004
California Performance....... 285,709
California Opportunity....... 285,697
California Investment........ 285,711
California Select............ 285,737
California Quality........... 285,734
Insured California........... 285,692
Insured California 2......... 285,707
California Premium........... 285,689
California Dividend.......... 286,284
California Dividend 2........ 286,051
California Dividend 3........ 286,288
- ------------------------------------------------------------------------------------------------------------
The above "Total Non-Audit Fees Billed to Adviser and Adviser Entities" include "Tax Fees" billed to Adviser
in the amount of $282,575 from the Audit and Related Fees table.
45
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE OPERATIONS BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES AND FINANCIAL REPORTING ADVISER ENTITIES (ALL OTHER
FUND BILLED TO FUND OF FUND) ENGAGEMENTS) TOTAL
- ----------------------------- ------------------------- --------------------------- ---------------------------- -----------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004
- -----------------------------------------------------------------------------------------------------------------------------------
Insured California
Dividend................... $ 4,892 $ 3,672 $ 0 $ 282,575 $ 0 $ 0 $ 4,892
Insured California
Tax-Free................... 3,615 3,392 0 282,575 0 0 3,615
Connecticut Dividend......... 3,149 3,228 0 282,575 0 0 3,149
Connecticut Dividend 2....... 3,124 3,228 0 282,575 0 0 3,124
Connecticut Dividend 3....... 3,362 3,231 0 282,575 0 0 3,362
Connecticut Premium.......... 2,833 3,059 0 282,575 0 0 2,833
Insured Florida Tax-Free..... 2,878 3,284 0 282,575 0 0 2,878
Insured Florida Premium...... 2,920 3,138 0 282,575 0 0 2,920
Florida Investment........... 2,927 3,143 0 282,575 0 0 2,927
Florida Quality.............. 2,918 3,138 0 282,575 0 0 2,918
Georgia Dividend............. 3,071 3,227 0 282,575 0 0 3,071
Georgia Dividend 2........... 3,381 3,231 0 282,575 0 0 3,381
Georgia Premium.............. 2,828 3,056 0 282,575 0 0 2,828
Maryland Dividend............ 3,358 3,231 0 282,575 0 0 3,358
Maryland Dividend 2.......... 3,364 3,231 0 282,575 0 0 3,364
Maryland Dividend 3.......... 3,482 3,232 0 282,575 0 0 3,482
Maryland Premium............. 2,852 3,067 0 282,575 0 0 2,852
Insured Massachusetts
Tax-Free................... 2,824 3,228 0 282,575 0 0 2,824
Massachusetts Dividend....... 3,074 3,053 0 282,575 0 0 3,074
Massachusetts Premium........ 2,831 3,057 0 282,575 0 0 2,831
Michigan Dividend............ 3,136 3,290 0 282,575 0 0 3,136
Michigan Premium............. 2,893 3,120 0 282,575 0 0 2,893
- ----------------------------- -----------
FUND TOTAL
- ----------------------------- -----------
FISCAL YEAR
ENDED 2005
- ----------------------------- -----------
Insured California
Dividend................... $ 286,247
Insured California
Tax-Free................... 285,968
Connecticut Dividend......... 285,803
Connecticut Dividend 2....... 285,803
Connecticut Dividend 3....... 285,806
Connecticut Premium.......... 285,634
Insured Florida Tax-Free..... 285,859
Insured Florida Premium...... 285,713
Florida Investment........... 285,718
Florida Quality.............. 285,713
Georgia Dividend............. 285,802
Georgia Dividend 2........... 285,806
Georgia Premium.............. 285,631
Maryland Dividend............ 285,806
Maryland Dividend 2.......... 285,806
Maryland Dividend 3.......... 285,807
Maryland Premium............. 285,642
Insured Massachusetts
Tax-Free................... 285,803
Massachusetts Dividend....... 285,628
Massachusetts Premium........ 285,632
Michigan Dividend............ 285,865
Michigan Premium............. 285,695
- ------------------------------------------------------------------------------------------------------------
The above "Total Non-Audit Fees Billed to Adviser and Adviser Entities" include "Tax Fees" billed to Adviser
in the amount of $282,575 from the Audit and Related Fees table.
46
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE OPERATIONS BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES AND FINANCIAL REPORTING ADVISER ENTITIES (ALL OTHER
FUND BILLED TO FUND OF FUND) ENGAGEMENTS) TOTAL
- ----------------------------- ------------------------- --------------------------- ---------------------------- -----------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004
- -----------------------------------------------------------------------------------------------------------------------------------
Michigan Quality............. $ 2,909 $ 3,131 $ 0 $ 282,575 $ 0 $ 0 $ 2,909
Missouri Premium............. 2,822 3,054 0 282,575 0 0 2,822
New Jersey Dividend.......... 3,712 3,324 0 282,575 0 0 3,712
New Jersey Dividend 2........ 3,457 3,309 0 282,575 0 0 3,457
New Jersey Investment........ 2,940 3,153 0 282,575 0 0 2,940
New Jersey Premium........... 2,910 3,131 0 282,575 0 0 2,910
North Carolina Dividend...... 3,111 3,228 0 282,575 0 0 3,111
North Carolina Dividend 2.... 3,307 3,056 0 282,575 0 0 3,307
North Carolina Dividend 3.... 3,302 3,230 0 282,575 0 0 3,302
North Carolina Premium....... 2,837 3,060 0 282,575 0 0 2,837
Ohio Dividend................ 2,880 3,133 0 282,575 0 0 2,880
Ohio Dividend 2.............. 3,274 3,124 0 282,575 0 0 3,274
Ohio Dividend 3.............. 3,150 3,117 0 282,575 0 0 3,150
Ohio Quality................. 2,903 3,126 0 282,575 0 0 2,903
Pennsylvania Dividend........ 3,313 3,300 0 282,575 0 0 3,313
Pennsylvania Dividend 2...... 3,363 3,303 0 282,575 0 0 3,363
Pennsylvania Premium 2....... 2,922 3,140 0 282,575 0 0 2,922
Pennsylvania Investment...... 2,926 3,143 0 282,575 0 0 2,926
Texas Quality................ 2,898 3,124 0 282,575 0 0 2,898
Virginia Dividend............ 3,222 3,055 0 282,575 0 0 3,222
Virginia Dividend 2.......... 3,561 3,233 0 282,575 0 0 3,561
Virginia Premium............. 2,846 3,064 0 282,575 0 0 2,846
- ----------------------------- -----------
FUND TOTAL
- ----------------------------- -----------
FISCAL YEAR
ENDED 2005
- ----------------------------- -----------
Michigan Quality............. $ 285,706
Missouri Premium............. 285,629
New Jersey Dividend.......... 285,899
New Jersey Dividend 2........ 285,884
New Jersey Investment........ 285,728
New Jersey Premium........... 285,706
North Carolina Dividend...... 285,803
North Carolina Dividend 2.... 285,631
North Carolina Dividend 3.... 285,805
North Carolina Premium....... 285,635
Ohio Dividend................ 285,708
Ohio Dividend 2.............. 285,699
Ohio Dividend 3.............. 285,692
Ohio Quality................. 285,701
Pennsylvania Dividend........ 285,875
Pennsylvania Dividend 2...... 285,878
Pennsylvania Premium 2....... 285,715
Pennsylvania Investment...... 285,718
Texas Quality................ 285,699
Virginia Dividend............ 285,630
Virginia Dividend 2.......... 285,808
Virginia Premium............. 285,639
- ------------------------------------------------------------------------------------------------------------
The above "Total Non-Audit Fees Billed to Adviser and Adviser Entities" include "Tax Fees" billed to Adviser
in the amount of $282,575 from the Audit and Related Fees table.
47
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent auditor's engagements (i) with
the Fund for audit or non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates directly to the
operations and financial reporting of the Fund. Regarding tax and research
projects conducted by the independent registered public accounting firm for each
Fund and the Adviser and Adviser Entities (with respect to the operations and
financial reporting of each Fund), such engagements will be (i) pre-approved by
the audit committee if they are expected to be for amounts greater than $10,000;
(ii) reported to the audit committee chairman for his verbal approval prior to
engagement if they are expected to be for amounts under $10,000 but greater than
$5,000; and (iii) reported to the audit committee at the next audit committee
meeting if they are expected to be for an "Original Investment Management Agreement"amount under $5,000.
For engagements with Ernst & Young LLP entered into on or after May 6, 2003, the
audit committee approved in advance all audit services and collectively,non-audit services
that Ernst & Young LLP provided to each Fund and to the "Original Investment Management Agreements"), NAMAdviser and Adviser
Entities (with respect to the operations and financial reporting of each Fund).
None of the services rendered by Ernst & Young LLP to each Fund or the Adviser
or Adviser Entities were pre-approved by the audit committee pursuant to the
pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X.
APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Board has servedappointed Ernst & Young LLP as independent registered public
accounting firm to audit the books and records of each Fund'sFund for its fiscal year.
A representative of Ernst & Young LLP will be present at the Annual Meetings to
make a statement, if such representative so desires, and to respond to
shareholders' questions. Ernst & Young LLP has informed each Fund that it has no
direct or indirect material financial interest in each Fund, Nuveen, the Adviser
or any other investment company sponsored by Nuveen.
SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board
Members and officers, the investment adviser, affiliated persons of the
investment adviser and has been responsiblepersons who own more than 10% of a registered class of a
Fund's equity securities to file forms reporting their affiliation with that
Fund and reports of ownership and changes in ownership of that Fund's shares
with the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange or American Stock Exchange, as applicable. These persons and entities
are required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that its Board Members and officers, investment adviser and
affiliated persons of the investment adviser have complied with all applicable
Section 16(a) filing requirements during its last fiscal year, except that with
respect to Senior Income, Mr. Evans made a late filing on Form 3. With respect
to Arizona Dividend, Arizona Dividend 2, Arizona Dividend 3, California Dividend
2, California Dividend 3, Insured California Dividend, Insured California
Tax-Free, Connecticut Dividend, Connecticut Dividend 2, Connecticut Dividend 3,
Insured Florida Tax-Free, Georgia Dividend, Georgia Dividend 2, Maryland
Dividend, Maryland Dividend 2,
48
Maryland Dividend 3, Insured Massachusetts Tax-Free, Massachusetts Dividend,
Michigan Dividend, New Jersey Dividend, New Jersey Dividend 2, North Carolina
Dividend, North Carolina Dividend 2, North Carolina Dividend 3, Ohio Dividend,
Ohio Dividend 2, Ohio Dividend 3, Pennsylvania Dividend, Pennsylvania Dividend
2, Virginia Dividend and Virginia Dividend 2 an amended Form 3 was filed on
behalf of the Adviser disclosing shares representing the initial capital
provided by the Adviser and with respect to Arizona Dividend 2, Arizona Dividend
3, Insured California Dividend, Connecticut Dividend 2, Connecticut Dividend 3,
Georgia Dividend 2, Maryland Dividend 3, New Jersey Dividend 2, North Carolina
Dividend 3, Ohio Dividend 3 and Pennsylvania Dividend 2 the Adviser made a late
filing on Form 4. To the knowledge of management of the Funds, no shareholder of
a Fund owns more than 10% of a registered class of a Fund's equity securities,
except a report on Schedule 13G was filed on June 10, 2005 on behalf of First
Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation
indicating shared beneficial ownership of 10.5% of the common shares of Senior
Income.
INFORMATION ABOUT THE ADVISER
NAM, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as
investment adviser and manager for each Fund's overall investment
strategy and its implementation.Fund. The date of each Fund's Original Investment
Management Agreement and the date on which it was last approved by shareholders
and approved for continuance by the Board is provided in Appendix B. NAMAdviser is a wholly-ownedwholly owned
subsidiary of Nuveen Investments, Inc. ("Nuveen"). Nuveen is a
publicly traded company and, until recently, was a majority-owned subsidiary of
The St. Paul Travelers Companies, Inc. ("St. Paul Travelers"), 385 Washington
Street, St. Paul, Minnesota 55102. St. Paul Travelers is a publicly-traded
company that is principally engaged in providing property-liability insurance
through subsidiaries.
On March 25, 2005, Nuveen and St. Paul Travelers announced that St. Paul
Travelers planned to implement a three-part program to sell its equity interest
in Nuveen (the "Sale"). As part of St. Paul Travelers' previously announced
three-part divestiture program, St. Paul Travelers sold 39.3 million shares of
Nuveen's approximately 94 million outstanding common shares through a secondary
public offering on April 12, 2005. Nuveen also repurchased $600 million of its
common shares from St. Paul Travelers at a price of $32.98 per share, or
approximately 18.2 million shares. The repurchase of these shares is being
completed through two steps--a $200 million repurchase that closed on April 12,
2005, and a $400 million forward purchase (plus interest) that will settle later
this year. St. Paul Travelers also entered into an
9
agreement with two other parties to sell approximately 12 million common shares
of Nuveen for settlement later this year. Upon the closing of the secondary
offering and the initial repurchase by Nuveen as well as the closing for the
forward sale transactions later this year, Nuveen will emerge as a fully
independent public company.
Each Original Investment Management Agreement, as required by Section 15 of the
Investment Company Act of 1940, as amended (the "1940 Act"), provides for its
automatic termination in the event of its "assignment" (as defined in the 1940
Act). Any change in control of the Adviser is deemed to be an assignment. The
consummation of the Sale may be deemed a change in control of the Adviser and
therefore cause the automatic termination of each Original Investment Management
Agreement, as required by the 1940 Act.
In anticipation of the Sale, each Board met in person at a joint meeting of each
Fund's Board on May 10-12, 2005 for purposes of, among other things, considering
whether it would be in the best interests of each Fund and its shareholders to
approve a new investment management agreement between the Fund and NAM (each a
"New Investment Management Agreement" and collectively, the "New Investment
Management Agreements").
The 1940 Act requires that each New Investment Management Agreement be approved
by the Fund's shareholders in order for it to become effective. At the Board
meeting, and for the reasons discussed below (see "Board Considerations" below),
each Board, including a majority of the Board Members who are not parties to the
Original Investment Management Agreements or New Investment Management
Agreements entered into by the Adviser with respect to any Fund or who are not
"interested persons" of the Funds or the Adviser as defined in the 1940 Act (the
"Independent Board Members"), unanimously approved the New Investment Management
Agreement and unanimously recommended its approval by shareholders in order to
assure continuity of investment advisory services to the Fund after the Sale. In
the event shareholders of a Fund do not approve the New Investment Management
Agreement, the Board will take such action as it deems to be in the best
interests of the Fund and its shareholders. The form of the New Investment
Management Agreement is attached hereto as Appendix C.
COMPARISON OF ORIGINAL INVESTMENT MANAGEMENT AGREEMENT AND NEW INVESTMENT
MANAGEMENT AGREEMENT
The terms of each New Investment Management Agreement, including fees payable to
the Adviser by the Fund thereunder, are substantially identical to those of the
Original Investment Management Agreement, except for the date of effectiveness.
There is no change in the fee rate payable by each Fund to the Adviser. If
approved by shareholders of a Fund, the New Investment Management Agreement for
the Fund will expire on August 1, 2006, unless continued. Each New Investment
Management Agreement will continue in effect from year to year thereafter if
such continuance is approved for the Fund at least annually in the manner
required by the 1940 Act and the rules and regulations thereunder. Below is a
comparison of certain terms of the Original Investment Management Agreement to
the terms of the New Investment Management Agreement.
INVESTMENT MANAGEMENT SERVICES. The investment management services to be
provided by the Adviser to each Fund under the New Investment Management
Agreements will be identical to those services currently provided by the Adviser
to each Fund under the Original Investment Management Agreements. Both the
Original Investment Management Agreements and New
10
Investment Management Agreements provide that the Adviser shall manage the
investment and reinvestment of the Fund's assets in accordance with the Fund's
investment objective and policies and limitations and administer the Fund's
affairs to the extent requested by and subject to the supervision of the Fund's
Board. In addition, the investment management services will be provided by the
same Adviser personnel under the New Investment Management Agreements as under
the Original Investment Management Agreements. The Adviser does not anticipate
that the Sale will have any adverse effect on the performance of its obligations
under the New Investment Management Agreements.
FEES. Under each Original Investment Management Agreement and New Investment
Management Agreement, the Fund pays to the Adviser an investment management fee
that consists of two components--a fund-level component, based only on the
amount of assets within each individual Fund, and a complex-level component,
based on the aggregate managed assets (which includes assets attributable to all
types of leverage used in leveraged funds) of all Nuveen-branded closed-end and
open-end registered investment companies organized in the United States. The
investment management fee paid by each Fund equals the sum of the fund-level
component and complex-level component.
The fee schedules for the fund-level component and complex-level component to be
paid to the Adviser under the New Investment Management Agreements are identical
to the fund-level component and complex-level component paid to the Adviser
under the Original Investment Management Agreements. The annual fund-level
component for each Fund under the Original Investment Management Agreements and
the New Investment Management Agreements, the fees paid by each Fund to the
Adviser during each Fund's last fiscal year and the Fund's net assets as of May
1, 2005 are set forth in Appendix D to this Proxy Statement. The fee schedule
for the complex-level component is the same for each Fund under both the
Original Investment Management Agreements and New Investment Management
Agreements and is also set forth in Appendix D.
PAYMENT OF EXPENSES. Under each Original Investment Management Agreement and
each New Investment Management Agreement, the Adviser shall furnish office
facilities and equipment and clerical, bookkeeping and administrative services
(other than such services, if any, provided by the Fund's transfer agent) for
the Fund.
LIMITATION ON LIABILITY. The Original Investment Management Agreements and New
Investment Management Agreements provide that the Adviser will not be liable for
any loss sustained by reason of the purchase, sale or retention of any security,
whether or not such purchase, sale or retention shall have been based upon the
investigation and research made by any other individual, firm or corporation, if
such recommendation shall have been selected with due care and in good faith,
except loss resulting from willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties, or by
reason of its reckless disregard of its obligations and duties under the
Agreement.
CONTINUANCE. The Original Investment Management Agreement of each Fund
originally was in effect for an initial term and could be continued thereafter
for successive one-year periods if such continuance was specifically approved at
least annually in the manner required by the 1940 Act. If the shareholders of a
Fund approve the New Investment Management Agreement for that Fund, the New
Investment Management Agreement will expire on August 1, 2006, unless continued.
The New Investment Management Agreement may be
11
continued for successive one-year periods if approved at least annually in the
manner required by the 1940 Act.
TERMINATION. The Original Investment Management Agreement and New Investment
Management Agreement for each Fund provide that the Agreement may be terminated
at any time without the payment of any penalty by the Fund or Adviser on sixty
(60) days' written notice to the other party. A Fund may effect termination by
action of the Board or by vote of a majority of the outstanding voting
securities of the Fund, accompanied by appropriate notice.
BOARD CONSIDERATIONS
At a meeting held on May 10-12, 2005, the Board of each Fund, including the
Independent Board Members, unanimously approved the New Investment Management
Agreement between each Fund and NAM.
To assist the Board in its evaluation of an advisory contract with NAM, the
Independent Board Members received a report in adequate time in advance of their
meeting which outlined, among other things, the services provided by NAM; the
organization of NAM, including the responsibilities of various departments and
key personnel; the Fund's past performance as well as the Fund's performance
compared to funds of similar investment objectives compiled by an independent
third party (a "Peer Group") and if available, with recognized or, in certain
cases, customized benchmarks; the profitability of NAM and certain industry
profitability analyses for advisers to unaffiliated investment companies; the
expenses of NAM in providing the various services; the advisory fees of NAM,
including comparisons of such fees with the management fees of comparable funds
in its Peer Group as well as comparisons of NAM's management fees with the fees
NAM assesses to other types of investment products or accounts, if any; the soft
dollar practices of NAM; and the expenses of each Fund, including comparisons of
the Fund's expense ratios (after any fee waivers) with the expense ratios of its
Peer Group. This information supplements that received by the Board throughout
the year regarding Fund performance, expense ratios, portfolio composition,
trade execution and sales activity.
In addition to the foregoing materials, independent legal counsel to the
Independent Board Members provided, in advance of the meeting, a legal
memorandum outlining, among other things, the duties of the Board Members under
the 1940 Act as well as the general principles of relevant state law in
reviewing and approving advisory contracts; the requirements of the 1940 Act in
such matters; an adviser's fiduciary duty with respect to advisory agreements
and compensation; the standards used by courts in determining whether investment
company boards of directors have fulfilled their duties and factors to be
considered by the board in voting on advisory agreements.
At the Board meeting, NAM made a presentation to and responded to questions from
the Board. After the presentations and after reviewing the written materials,
the Independent Board Members met privately with their legal counsel to review
the Board's duties in reviewing advisory contracts and consider the renewal of
the advisory contract. It is with this background that the Board Members
considered each Investment Management Agreement with NAM. The Independent Board
Members, in consultation with independent counsel, reviewed the factors set out
in judicial decisions and Securities and Exchange Commission directives relating
to the renewal of advisory contracts. As outlined in more detail below, the
12
Board Members considered all factors they believed relevant with respect to each
Fund, including the following: (a) the nature, extent and quality of the
services to be provided by NAM; (b) the investment performance of the Fund and
NAM; (c) the costs of the services to be provided and profits to be realized by
NAM and its affiliates from the relationship with the Fund; (d) the extent to
which economies of scale would be realized as the Fund grows; and (e) whether
fee levels reflect these economies of scale for the benefit of Fund investors.
A. NATURE, EXTENT AND QUALITY OF SERVICES
In evaluating the nature, extent and quality of NAM's services, the Board
Members reviewed information concerning the types of services that NAM or its
affiliates provide and are expected to provide to the Nuveen Funds; narrative
and statistical information concerning the Fund's performance record and how
such performance compares to the Fund's Peer Group and, if available, recognized
benchmarks or, in certain cases, customized benchmarks (as described in further
detail in Section B below); information describing NAM's organization and its
various departments, the experience and responsibilities of key personnel, and
available resources. In the discussion of key personnel, the Board Members
received materials regarding the changes or additions in personnel of NAM. The
Board Members further noted the willingness of the personnel of NAM to engage in
open, candid discussions with the Board. The Board Members further considered
the quality of NAM's investment process in making portfolio management
decisions, including any refinements or improvements to the portfolio management
processes, enhancements to technology and systems that are available to
portfolio managers, and any additions of new personnel which may strengthen or
expand the research and investment capabilities of NAM. In their review of the
advisory contracts for the fixed income funds, the Board Members also noted that
Nuveen won the Lipper Award for Best Fund Family: Fixed Income-Large Asset
Class, for 2004. Given the Board Members' experience with the Funds, other
Nuveen funds and NAM, the Board Members noted that they were familiar with and
continue to have a good understanding of the organization, operations and
personnel of NAM.
In addition to advisory services, the Independent Board Members considered the
quality of the administrative or non-advisory services provided. In this regard,
NAM provides the Fund with such administrative and other services (exclusive of,
and in addition to, any such services provided by others for the Funds) and
officers and other personnel as are necessary for the operations of the
respective Fund. In addition to investment management services, NAM and its
affiliates provide each Fund with a wide range of services, including: preparing
shareholder reports; providing daily accounting; providing quarterly financial
statements; overseeing and coordinating the activities of other service
providers; administering and organizing Board meetings and preparing the Board
materials for such meetings; providing legal support (such as helping to prepare
registration statements, amendments thereto and proxy statements and responding
to regulatory inquiries); and performing other Fund administrative tasks
necessary for the operation of the respective Fund (such as tax reporting and
fulfilling regulatory filing requirements). In addition, in evaluating the
administrative services, the Board Members considered, in particular, NAM's
policies and procedures for assuring compliance with applicable laws and
regulations in light of the new Securities and Exchange Commission regulations
governing compliance. The Board Members noted NAM's focus on compliance and its
compliance systems. In their review, the Board Members considered, among other
things, the additions of experienced personnel to NAM's compliance group and
modifications and other enhancements to NAM's computer systems. In
13
addition to the foregoing, the Board Members also noted that NAM outsources
certain services that cannot be replicated without significant costs or at the
same level of expertise. Such outsourcing has been a beneficial and efficient
use of resources by keeping expenses low while obtaining quality services.
In addition to the above, in reviewing the variety of additional services that
NAM or its affiliates must provide to closed-end funds, such as the Funds, the
Independent Board Members determined that Nuveen's commitment to supporting the
secondary market for the common shares of its closed-end funds is particularly
noteworthy. In this regard, the Board Members noted Nuveen's efforts to sponsor
numerous forums for analysts and specialists regarding the various Nuveen
closed-end funds, its creation of a new senior position dedicated to providing
secondary market support services and enhancing communications with investors
and analysts, and its advertising and media relations efforts designed to raise
investor and analyst awareness of the closed-end funds.
With respect to services provided to municipal funds, such as the Funds, the
Board Members also noted, among other things, the enhancements NAM implemented
to its municipal portfolio management processes (e.g., the increased use of
benchmarks to guide and assess the performance of its portfolio managers); the
implementation of a risk management program; and the various initiatives being
undertaken to enhance or modify NAM's computer systems as necessary to support
the innovations of the municipal investment team (such as, the ability to assess
certain historical data in order to create customized benchmarks, perform
attribution analysis and facilitate the use of derivatives as hedging
instruments). With respect to certain of the Funds with a less seasoned
portfolio, the Board Members also noted the hedging program implemented for such
Funds and the team responsible for developing, implementing and monitoring the
hedging procedures. The hedging program was designed to help maintain the
applicable Fund's duration within certain benchmarks.
Based on their review, the Board Members found that, overall, the nature, extent
and quality of services provided (and expected to be provided) to the Funds
under the Investment Management Agreements were of a high level and were quite
satisfactory.
B. THE INVESTMENT PERFORMANCE OF THE FUND AND ADVISER
As previously noted, the Board received a myriad of performance information
regarding each Fund and its Peer Group. Among other things, the Board received
materials reflecting a Fund's historic performance, the Fund's performance
compared to its Peer Group and, if available, its performance compared to
recognized and, in certain cases, customized benchmarks. Further, in evaluating
the performance information, in certain limited instances, the Board Members
noted that the closest Peer Group for a Fund still would not adequately reflect
such Fund's investment objectives and strategies, thereby limiting the
usefulness of the comparisons of such Fund's performance with that of the Peer
Group.
For state municipal funds, such as the Funds, the performance data included,
among other things, the respective Fund's performance relative to its peers.
More specifically, a Fund's one-, three- and five-year total returns (as
available) for the periods ending December 31, 2004 were evaluated relative to
the unaffiliated funds in its respective Peer Group (including the returns of
individual peers as well as the Peer Group average) as well as additional
performance information with respect to all the funds in the Peer Group, subject
to the following. Certain state municipal Funds do not have a corresponding Peer
Group in which
14
case their performance is measured against a state-specific municipal index
compiled by an independent third party. Such indices measure bond performance
rather than fund performance. The Funds that utilize such indices are from
Connecticut, Georgia, Maryland, Missouri, North Carolina, Texas and Virginia.
Based on their review, the Board Members determined that the respective Fund's
absolute and relative investment performance over time had been satisfactory.
C. FEES, EXPENSES AND PROFITABILITY
FEES AND EXPENSES. In evaluating the management fees and expenses that a Fund is
expected to bear, the Board Members considered the Fund's current management fee
structure and the Fund's expected expense ratios in absolute terms as well as
compared with the fees and expense ratios of the unaffiliated funds in its Peer
Group. The Board Members reviewed the financial information of NAM, including
its respective revenues, expenses and profitability. In reviewing fees, the
Board Members, among other things, reviewed comparisons of the Fund's gross
management fees (fees after fund-level and complex-wide level breakpoints but
before reimbursement and fee waivers), net management fees (after breakpoints
and reimbursements and fee waivers) and total expense ratios (before and after
waivers) with those of the unaffiliated funds in the Peer Group and peer
averages. In this regard, the Board Members noted that the relative ranking of
the Nuveen Funds on fees and expenses was aided by the significant level of fee
reductions provided by the fund-level and complex-wide breakpoint schedules, and
the fee waivers and reimbursements provided by Nuveen for certain Funds launched
since 1999. The complex-wide breakpoint schedule was instituted in 2004 and is
described in further detail below in Section D entitled "Economies of Scale and
Whether Fee Levels Reflect these Economies of Scale." In their review of the fee
and expense information provided, including, in particular, the expense ratios
of the unaffiliated funds in the respective Peer Group, the Board Members
determined that each Fund's net total expense ratio was within an acceptable
range compared to such peers.
COMPARISONS WITH THE FEES OF OTHER CLIENTS. The Board Members further compared
the fees of NAM to the fees NAM assessed for other types of clients investing in
municipal funds (such as municipal managed accounts). With respect to such
separately managed accounts, the advisory fees for such accounts are generally
lower than those charged to the comparable Fund. The Board Members noted,
however, the additional services that are provided and the costs incurred by
Nuveen in managing and operating registered investment companies, such as the
Funds, compared to individually managed separate accounts. For instance, as
described above, NAM and its affiliates provide numerous services to the Funds
including, but not limited to, preparing shareholder reports; providing daily
accounting; preparing quarterly financial statements; overseeing and
coordinating the activities of other service providers; administering and
organizing Board meetings and preparing the Board materials for such meetings;
providing legal support; and administering all other aspects of the Fund's
operations. Further, the Board Members noted the increased compliance
requirements for funds in light of new Securities and Exchange Commission
regulations and other legislation. These services are generally not required to
the same extent, if at all, for separate accounts. In addition to the
differences in services, the Board Members also considered, among other things,
the differences in product distribution, investment policies, investor profiles
and account sizes. Accordingly, the Board Members believe that the nature and
number of services provided to operate a Fund merit the higher fees than those
to separate managed accounts.
15
PROFITABILITY OF ADVISER. In conjunction with its review of fees, the Board
Members also considered NAM's profitability. The Board Members reviewed NAM's
revenues, expenses and profitability margins (on both a pre-tax and after-tax
basis). In reviewing profitability, the Board Members recognized that one of the
most difficult issues in determining profitability is establishing a method of
allocating expenses. Accordingly, the Board Members reviewed NAM's assumptions
and methodology of allocating expenses. In this regard, the methods of
allocation used appeared reasonable but the Board noted the inherent limitations
in allocating costs among various advisory products. The Board Members also
recognized that individual fund or product line profitability of other advisers
is generally not publicly available. Further, profitability may be affected by
numerous factors including the types of funds managed, expense allocations,
business mix, etc. and therefore comparability of profitability is somewhat
limited. Nevertheless, to the extent available, the Board Members considered
NAM's profit margin compared to the profitability of various publicly-traded
investment management companies and/or investment management companies that
publicly disclose some or all of their financial results compiled by three
independent third-party service providers. The Board Members also reviewed the
revenues, expenses and profit margins of various unaffiliated advisory firms
with similar amounts of assets under management for the last year prepared by
NAM. Based on their review, the Board Members were satisfied that NAM's level of
profitability from its relationship with each Fund was reasonable in light of
the services provided.
In evaluating the reasonableness of the compensation, the Board Members also
considered any other revenues paid to NAM as well as any indirect benefits (such
as soft dollar arrangements, if any) NAM and its affiliates are expected to
receive that are directly attributable to their management of the Funds, if any.
See Section E below for additional information. Based on their review of the
overall fee arrangements of the applicable Fund, the Board Members determined
that the advisory fees and expenses of the respective Fund were reasonable.
D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF
SCALE
In reviewing the compensation, the Board Members have long understood the
benefits of economies of scale as the assets of a fund grows and have sought to
ensure that shareholders share in these benefits. One method for shareholders to
share in economies of scale is to include breakpoints in the advisory fee
schedules that reduce fees as fund assets grow. Accordingly, the Board Members
received and reviewed the schedules of advisory fees for each Fund, including
fund-level breakpoints thereto. In addition, after lengthy negotiations with
management, the Board in May 2004 approved a complex-wide fee arrangement
pursuant to which fees of the funds in the Nuveen complex, including the Funds,
are reduced as the assets in the fund complex reach certain levels. The
complex-wide fee arrangement was introduced on August 1, 2004 and the Board
Members reviewed data regarding the reductions of fees for the Funds for the
period of August 1, 2004 to December 31, 2004. In evaluating the complex-wide
fee arrangement, the Board Members considered, among other things, the historic
and expected fee savings to shareholders as assets grow, the amount of fee
reductions at various asset levels, and that the arrangement would extend to all
funds in the Nuveen complex. The Board Members also considered the impact, if
any, the complex-wide fee arrangement may have on the level of services
provided. Based on their review, the Board Members concluded that the breakpoint
schedule and complex-wide fee arrangement
16
currently was acceptable and desirable in providing benefits from economies of
scale to shareholders.
E. INDIRECT BENEFITS
In evaluating fees, the Board Members also considered any indirect benefits or
profits NAM or its affiliates may receive as a result of its relationship with
each Fund. In this regard, the Board Members considered any benefits from soft
dollar arrangements. The Board Members noted that although NAM manages a large
amount of assets, it has very little, if any, brokerage to allocate. This is due
to the fact that NAM typically manages the portfolios of the municipal funds in
the Nuveen complex and municipal bonds generally trade on a principal basis.
Accordingly, NAM does not currently have any soft dollar arrangements and does
not pay excess brokerage commissions (or spreads on principal transactions) in
order to receive research services. In addition to soft dollar arrangements, the
Board Members also considered any other revenues, if any, received by NAM or its
affiliates. With respect to Funds with outstanding preferred shares and new
Funds, the Board Members considered revenues received by Nuveen for serving as
agent for broker-dealers at its preferred trading desk and for acting as
co-manager in the initial public offering of new closed-end exchange-traded
funds.
F. OTHER CONSIDERATIONS
Nuveen, until recently, was a majority-owned subsidiary of St. Paul Travelers.
As noted, St. Paul Travelers earlier this year announced its intention to divest
its equity stake in Nuveen. Nuveen is the parent of NAM. Pursuant to a series of
transactions, St. Paul Travelers has begun to reduce its interest in Nuveen
which will ultimately result in a change of control of Nuveen and therefore NAM.
As mandated by the 1940 Act, such a change in control would result in an
assignment of the advisory agreement with NAM and the automatic termination of
such agreement. Accordingly, the Board also considered for each Fund the
approval of a New Investment Management Agreement with each Fund in light of,
and which would take effect upon, the anticipated change of control. More
specifically, the Board considered for each Fund a New Investment Management
Agreement on substantially identical terms to the existing Investment Management
Agreement, to take effect after the change of control has occurred and the
contract has been approved by Fund shareholders. In its review, the Board
considered whether the various transactions necessary to divest St. Paul
Travelers' interest will have an impact on the various factors they considered
in approving NAM, such as the scope and quality of services to be provided
following the change of control. In reviewing the St. Paul Travelers
transactions, the Board considered, among other things, the impact, if any, on
the operations and organizational structure of NAM; the possible benefits and
costs of the transactions to the respective Fund; the potential implications of
any arrangements used by Nuveen to finance certain of the transactions; the
ability of NAM to perform its duties after the transactions; whether a Fund's
fee structure or expense ratio would change; any changes to the current
practices of the respective Fund; any changes to the terms of the advisory
agreement; and any anticipated changes to the operations of NAM. Based on its
review, the Board determined that St. Paul Travelers' divestiture would not
affect the nature and quality of services provided by NAM, the terms of the
Investment Management Agreement, including the fees thereunder, and would not
materially affect the organization or operations of NAM.
17
Accordingly, the Board determined that their analysis of the various factors
regarding their approval of NAM would continue to apply after the change of
control.
G. APPROVAL
The Board Members did not identify any single factor discussed previously as
all-important or controlling. The Board Members, including a majority of
Independent Board Members, concluded that the terms of the Investment Management
Agreements were fair and reasonable, that the respective Fund Adviser's fees are
reasonable in light of the services provided to each Fund, that the renewal of
the NAM Investment Management Agreements should be approved, and that the new,
post-change of control NAM Investment Management Agreements be approved and
recommended to shareholders.
INFORMATION ABOUT THE ADVISER
NAM, a registered investment adviser, is a wholly-owned subsidiary of Nuveen.333 West Wacker Drive, Chicago, Illinois
60606. Founded in 1898, Nuveen Investments, Inc. and its affiliates had approximately $119over
$124 billion inof assets under management as of March 31,June 30, 2005. Nuveen Investments,
Inc. is a publicly tradedpublicly-traded company and is listed on the New York Stock Exchange
and trades under the symbol "JNC."
The principal occupation of the officers and directors of NAM is shown in
Appendix E. The business address of NAM, Nuveen and each principal executive
officer and director of NAM is 333 West Wacker Drive, Chicago, Illinois 60606.
Board Member Schwertfeger sold 330,950 shares of Class A Stock of Nuveen on the
New York Stock Exchange since June 1, 2003. Mr. Schwertfeger received $9,483,036
in exchangeSHAREHOLDER PROPOSALS
To be considered for his shares of Nuveen sold.
SHAREHOLDER APPROVAL
To become effective with respect to a particular Fund, the New Investment
Management Agreement must be approved by a vote of a majority of the outstanding
voting securities of the Fund, with the Common and Preferred shareholders voting
together as a single class. The "vote of a majority of the outstanding voting
securities" is defined in the 1940 Act as the lesser of the vote of (i) 67% or
more of the shares of the Fund entitled to vote thereon presentpresentation at the annual meeting if the holders of more than 50% of such outstanding shares are present in person
or represented by proxy; or (ii) more than 50% of such outstanding shares of the
Fund entitled to vote thereon. Each New Investment Management Agreement was
approved by the Board of the respective Fund after consideration of all factors
which it determined to be relevant to its deliberations, including those
discussed above. The Board of each Fund also determined to submit the Fund's New
Investment Management Agreement for consideration by the shareholders of the
Fund.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE
FOR APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT.
18
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
The Funds (except New York Dividend Advantage, New York Dividend Advantage 2,
New York Investment Quality, New York Municipal Value, New York Performance
Plus, New York Quality Income, New York Select Quality, Insured New York
Dividend Advantage, Insured New York Premium Income and Insured New York
Tax-Free Advantage) have yet to hold their 2005 annual meeting of shareholders.
For the 2005 annual meeting,be held in 2006, a shareholder proposalsproposal submitted pursuant to Rule
14a-8 of the Securities and Exchange1934 Act of 1934 had to have beenmust be received at the offices of that Fund, 333 West
Wacker Drive, Chicago, Illinois 60606, by
June 20, 2005. A shareholder wishing to provide notice in the manner prescribed
by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8
for the 2005 annual meeting must submit such written notice to the Fund not later than September 3, 2005. For New York Dividend Advantage, New York Dividend
Advantage 2, New York Investment Quality, New York Municipal Value, New York
Performance Plus, New York Quality Income, New York Select Quality, Insured New
York Dividend Advantage, Insured New York Premium Income and Insured New York
Tax-Free Advantage, a shareholder proposal, pursuant to Rule 14a-8, to be
considered for presentation at the 2006 annual meeting must be received at the
address above not later than October 20, 2005.June 13, 2006. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than January 3,August 26, 2006. Timely
submission of a proposal does not mean that such proposal will be included in a
proxy statement.
SHAREHOLDER COMMUNICATIONS
ShareholdersFund shareholders who want to communicate with the Board or any individual Board
Member should write their Fund to the attention of Lorna Ferguson, Manager of
Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois 60606. The letter should indicate that you are a Fund shareholder. If
the communication is intended for a specific Board Member and so indicates it
will be sent only to that Board Member. If a communication does not indicate a
specific Board Member it will be sent to the chair of the nominating and
governance committee and the outside counsel to the Independent Board Members
for further distribution as deemed appropriate by such persons.
49
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement and all other costs in connection with the
solicitation of proxies will be paid by Nuveen. Solicitationthe Funds pro rata based on the
number of shareholder accounts. Additional solicitation may be made by letter or
telephone by officers or employees of Nuveen or the Adviser, or by dealers and
their representatives.
19
FISCAL YEAR
The last fiscal year end for each ofFund, except Floating Rate, Floating Rate
Opportunity, Tax-Advantaged Floating Rate, Senior Income, the Arizona Funds, is as follows: May 31, 2004 for
Connecticut Dividend Advantage, Connecticut Dividend Advantage 2, Connecticut
Dividend Advantage 3, Connecticut Premium Income, Georgia Dividend Advantage,
Georgia Dividend Advantage 2, Georgia Premium Income, Massachusetts Dividend
Advantage, Massachusetts Premium Income, Insured Massachusetts Tax-Free
Advantaged, Maryland Dividend Advantage, Maryland Dividend Advantage 2, Maryland
Dividend Advantage 3, Maryland Premium Income, Missouri Premium Income, North
Carolina Dividend Advantage, North Carolina Dividend Advantage 2, North Carolina
Dividend Advantage 3, North Carolina Premium Income, Virginia Premium Income,
Virginia Dividend Advantage, and Virginia Dividend Advantage 2; June 30, 2004
forthe
California Funds, the Florida Investment Quality, Florida Quality, Insured Florida Premium Income,
Insured Florida Tax-Free Advantage,Funds, the Michigan Funds, the New Jersey Dividend Advantage, New Jersey
Dividend Advantage 2, New Jersey Investment Quality, New Jersey Premium Income,Funds,
the Ohio Funds, the Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania
Investment Quality, Pennsylvania Premium Income 2; July 31, 2004 for Arizona
Dividend Advantage, Arizona Dividend Advantage 2, Arizona Dividend Advantage 3,
Arizona Premium Income, Michigan Dividend Advantage, Michigan Premium Income,
Michigan Quality Income, Ohio Dividend Advantage, Ohio Dividend Advantage 2,
Ohio Dividend Advantage 3, Ohio Quality Income,Funds and Texas Quality, Income;was May 31, 2005. The
last fiscal year end for the Florida Funds, the New Jersey Funds and the
Pennsylvania Funds was June 30, 2005. The last fiscal year end for Floating
Rate, Floating Rate Opportunity, Tax-Advantaged Floating Rate, Senior Income,
the Arizona Funds, the Michigan Funds, the Ohio Funds and Texas Quality was July
31, 2005. The last fiscal year end for the California Funds was August 31, 2004 for California Dividend Advantage, California Dividend Advantage 2,
California Dividend Advantage 3, California Investment Quality, California
Market Opportunity, California Municipal Value, California Performance Plus,
California Premium Income, California Quality Income, California Select Quality,
Insured California Dividend Advantage, Insured California Premium Income,
Insured California Premium Income 2, and Insured California Tax-Free Advantage;
September 30, 2004 for New York Dividend Advantage, New York Dividend Advantage
2, New York Investment Quality, New York Municipal Value, New York Performance
Plus, New York Quality Income, New York Select Quality, Insured New York
Dividend Advantage, Insured New York Premium Income, and Insured New York
Tax-Free Advantage.2005.
ANNUAL REPORT DELIVERY
Annual reports will be sent to shareholders of record of each Fund following
each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of
its annual report and/or semi-annual report as available upon request. Such
written or oral requests should be directed to such Fund at 333 West Wacker
Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.
Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.
20
GENERAL
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at the Meetings.Annual Meeting. However, if
other matters are properly presented to the MeetingsAnnual Meeting for a vote, the
proxies will be voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at each Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Meetings.Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies
50
with respect to the proposal if they determine that adjournment and further
solicitation is reasonable and in the best interests of the shareholders. Under
each Fund's By-Laws, an adjournment of a meeting requires the affirmative vote
of a majority of the shares present in person or represented by proxy at the
meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Jessica R. Droeger
Vice President and Secretary
June 21,October 11, 2005
2151
APPENDIX A
NUMBER OF SHARES BENEFICIALLY OWNED
BYNUVEEN FUND BOARD
MEMBERSAUDIT COMMITTEE CHARTER
1 JANUARY 2005
I. ORGANIZATION AND OFFICERS
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- --------------------------------------------------------------------------------------------------------------------------
ARIZONA ARIZONA ARIZONA ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA
DIVIDEND DIVIDEND DIVIDEND PREMIUM DIVIDEND DIVIDEND DIVIDEND
BOARD MEMBERS ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3
- --------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- --------------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- --------------------------------------------------------------------------------------------------------------------------
CALIFORNIA
CALIFORNIA MUNICIPAL CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
INVESTMENT MARKET MUNICIPAL PERFORMANCE PREMIUM QUALITY SELECT
BOARD MEMBERS QUALITY OPPORTUNITY VALUE PLUS INCOME INCOME QUALITY
- --------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- --------------------------------------------------------------------------------------------------------------------------
(1) The numbers include share equivalentsMEMBERSHIP
There shall be a committee of certaineach Board of Directors/Trustees (the "Board") of
the Nuveen funds in which the
Board Member is deemedManagement Investment Companies (the "Funds" or, individually, a
"Fund") to be invested pursuant toknown as the Deferred Compensation
Plan for Independent Board Members.Audit Committee. The information as to beneficial
ownership is based on statements furnished by each Board Member and officer.
A-1
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------------------------------------------------------
INSURED INSURED INSURED INSURED
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CONNECTICUT CONNECTICUT CONNECTICUT
DIVIDEND PREMIUM PREMIUM TAX-FREE DIVIDEND DIVIDEND DIVIDEND
BOARD MEMBERS ADVANTAGE INCOME INCOME 2 ADVANTAGE ADVANTAGE ADVANTAGE 2 ADVANTAGE 3
- ---------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ----------------------------------------------------------------------------------------------------------------------
INSURED INSURED
CONNECTICUT FLORIDA FLORIDA FLORIDA FLORIDA GEORGIA GEORGIA
PREMIUM INVESTMENT QUALITY PREMIUM TAX-FREE DIVIDEND DIVIDEND
BOARD MEMBERS INCOME QUALITY INCOME INCOME ADVANTAGE ADVANTAGE ADVANTAGE 2
- ----------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
(1) The numbers include share equivalentsAudit Committee shall be
comprised of certain Nuveen funds in which the
Board Member is deemed toat least three Directors/Trustees. Audit Committee members shall be
invested pursuant to the Deferred Compensation
Plan for Independent Board Members. The information as to beneficial
ownership is based on statements furnished by each Board Member and officer.
A-2
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------------------------------------------------------------
INSURED
GEORGIA MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS MARYLAND MARYLAND MARYLAND
PREMIUM DIVIDEND PREMIUM TAX-FREE DIVIDEND DIVIDEND DIVIDEND
BOARD MEMBERS INCOME ADVANTAGE INCOME ADVANTAGE ADVANTAGE ADVANTAGE 2 ADVANTAGE 3
- ---------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -------------------------------------------------------------------------------------------------------------------
NEW NEW
MARYLAND MICHIGAN MICHIGAN MICHIGAN MISSOURI JERSEY JERSEY
PREMIUM DIVIDEND PREMIUM QUALITY PREMIUM DIVIDEND DIVIDEND
BOARD MEMBERS INCOME ADVANTAGE INCOME INCOME INCOME ADVANTAGE ADVANTAGE 2
- -------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------------
(1) The numbers include share equivalentsindependent of certain Nuveen funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members. The information as to beneficial
ownership is based on statements furnished by each Board Member and officer.
A-3
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------------------
NEW JERSEY NEW JERSEY NEW YORK NEW YORK NEW YORK NEW YORK NEW YORK
INVESTMENT PREMIUM DIVIDEND DIVIDEND INVESTMENT MUNICIPAL PERFORMANCE
BOARD MEMBERS QUALITY INCOME ADVANTAGE ADVANTAGE 2 QUALITY VALUE PLUS
- ------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -------------------------------------------------------------------------------------------------------------------
INSURED INSURED INSURED NORTH NORTH
NEW YORK NEW YORK NEW YORK NEW YORK NEW YORK CAROLINA CAROLINA
QUALITY SELECT DIVIDEND PREMIUM TAX-FREE DIVIDEND DIVIDEND
BOARD MEMBERS INCOME QUALITY ADVANTAGE INCOME ADVANTAGE ADVANTAGE ADVANTAGE 2
- -------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------------
(1) The numbers include share equivalents of certain Nuveen funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members. The information as to beneficial
ownership is based on statements furnished by each Board Member and officer.
A-4
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- --------------------------------------------------------------------------------------------------------------------------
NORTH NORTH
CAROLINA CAROLINA OHIO OHIO OHIO OHIO PENNSYLVANIA
DIVIDEND PREMIUM DIVIDEND DIVIDEND DIVIDEND QUALITY DIVIDEND
BOARD MEMBERS ADVANTAGE 3 INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 INCOME ADVANTAGE
- --------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- --------------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ----------------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA TEXAS VIRGINIA VIRGINIA VIRGINIA
DIVIDEND INVESTMENT PREMIUM QUALITY PREMIUM DIVIDEND DIVIDEND
BOARD MEMBERS ADVANTAGE 2 QUALITY INCOME 2 INCOME INCOME ADVANTAGE ADVANTAGE 2
- ----------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------
(1) The numbers include share equivalents of certain Nuveen funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members. The information as to beneficial
ownership is based on statements furnished by each Board Member and officer.
A-5
APPENDIX B
DATES RELATING TO ORIGINAL
INVESTMENT MANAGEMENT AGREEMENTS(1)
- --------------------------------------------------------------------------------------------
DATE ORIGINAL DATE ORIGINAL
DATE OF ORIGINAL INVESTMENT MANAGEMENT INVESTMENT MANAGEMENT
INVESTMENT AGREEMENT WAS LAST AGREEMENT WAS LAST
MANAGEMENT APPROVED BY APPROVED FOR
FUND AGREEMENT SHAREHOLDERS CONTINUANCE BY BOARD
- --------------------------------------------------------------------------------------------
Arizona Dividend
Advantage December 14, 2000 January 30, 2001 May 11, 2005
Arizona Dividend
Advantage 2 February 20, 2002 March 25, 2002 May 11, 2005
Arizona Dividend
Advantage 3 July 30, 2002 September 24, 2002 May 11, 2005
Arizona Premium
Income November 16, 1992 July 28, 1993 May 11, 2005
California Dividend
Advantage May 22, 1999 May 25, 1999 May 11, 2005
California Dividend
Advantage 2 February 20, 2001 March 27, 2001 May 11, 2005
California Dividend
Advantage 3 August 2, 2001 September 25, 2001 May 11, 2005
California Investment
Quality July 28, 1993 July 28, 1993 May 11, 2005
California Municipal
Market Opportunity July 28, 1993 July 28, 1993 May 11, 2005
California Municipal September 21,
Value 1987 July 28, 1993 May 11, 2005
California
Performance Plus July 28, 1993 July 28, 1993 May 11, 2005
California Premium
Income June 9, 1993 June 9, 1993 May 11, 2005
California Quality
Income November 13, 1991 July 28, 1993 May 11, 2005
California Select
Quality May 15, 1991 July 28, 1993 May 11, 2005
Insured California
Dividend Advantage February 20, 2002 March 25, 2002 May 11, 2005
Insured California
Premium Income November 16, 2002 July 28, 1993 May 11, 2005
Insured California
Premium Income 2 March 15, 1993 July 28, 1993 May 11, 2005
Insured California
Tax-Free Advantage November 14, 2002 November 19, 2002 May 11, 2005
Connecticut Dividend
Advantage December 14, 2000 January 23, 2001 May 11, 2005
Connecticut Dividend
Advantage 2 February 20, 2002 March 25, 2002 May 11, 2005
B-1
- --------------------------------------------------------------------------------------------
DATE ORIGINAL DATE ORIGINAL
DATE OF ORIGINAL INVESTMENT MANAGEMENT INVESTMENT MANAGEMENT
INVESTMENT AGREEMENT WAS LAST AGREEMENT WAS LAST
MANAGEMENT APPROVED BY APPROVED FOR
FUND AGREEMENT SHAREHOLDERS CONTINUANCE BY BOARD
- --------------------------------------------------------------------------------------------
Connecticut Dividend
Advantage 3 July 30, 2002 September 24, 2002 May 11, 2005
Connecticut Premium
Income May 10, 1993 May 10, 1993 May 11, 2005
Florida Investment
Quality July 28, 1993 July 28, 1993 May 11, 2005
Florida Quality
Income October 7, 1991 July 28, 1993 May 11, 2005
Insured Florida
Premium Income December 10, 1992 July 28, 1993 May 11, 2005
Insured Florida Tax-
Free Advantage November 14, 2002 November 19, 2002 May 11, 2005
Georgia Dividend
Advantage August 2, 2001 September 25, 2001 May 11, 2005
Georgia Dividend
Advantage 2 July 30, 2002 September 24, 2002 May 11, 2005
Georgia Premium
Income May 10, 1993 May 10, 1993 May 11, 2005
Massachusetts
Dividend Advantage December 14, 2000 January 30, 2001 May 11, 2005
Massachusetts Premium
Income March 15, 1993 July 28, 1993 May 11, 2005
Insured Massachusetts
Tax-Free Advantage November 14, 2002 November 19, 2002 May 11, 2005
Maryland Dividend
Advantage December 14, 2000 January 23, 2001 May 11, 2005
Maryland Dividend
Advantage 2 August 2, 2001 September 25, 2001 May 11, 2005
Maryland Dividend
Advantage 3 July 30, 2002 September 24, 2002 May 11, 2005
Maryland Premium
Income July 31, 2004 July 28, 1993 May 11, 2005
Michigan Dividend
Advantage August 2, 2001 September 25, 2001 May 11, 2005
Michigan Premium
Income December 10, 1992 July 28, 1993 May 11, 2005
Michigan Quality
Income October 7, 1991 July 28, 1993 May 11, 2005
Missouri Premium
Income May 10, 1993 May 10, 1993 May 11, 2005
New Jersey Dividend
Advantage February 20, 2001 March 27, 2001 May 11, 2005
New Jersey Dividend
Advantage 2 February 20, 2002 March 25, 2002 May 11, 2005
New Jersey Investment
Quality July 28, 1993 July 28, 1993 May 11, 2005
New Jersey Premium
Income December 10, 1992 July 28, 1993 May 11, 2005
B-2
- --------------------------------------------------------------------------------------------
DATE ORIGINAL DATE ORIGINAL
DATE OF ORIGINAL INVESTMENT MANAGEMENT INVESTMENT MANAGEMENT
INVESTMENT AGREEMENT WAS LAST AGREEMENT WAS LAST
MANAGEMENT APPROVED BY APPROVED FOR
FUND AGREEMENT SHAREHOLDERS CONTINUANCE BY BOARD
- --------------------------------------------------------------------------------------------
New York Dividend
Advantage May 25, 1999 May 25, 1999 May 11, 2005
New York Dividend
Advantage 2 February 20, 2001 March 27, 2001 May 11, 2005
New York Investment
Quality July 28, 1993 July 28, 1993 May 11, 2005
New York Municipal
Value May 1, 1989 July 28, 1993 May 11, 2005
New York Performance
Plus July 28, 1993 July 28, 1993 May 11, 2005
New York Quality
Income November 13, 1991 July 28, 1993 May 11, 2005
New York Select
Quality May 15, 1991 July 28, 1993 May 11, 2005
Insured New York
Dividend Advantage February 20, 2002 March 25, 2002 May 11, 2005
Insured New York
Premium Income December 10, 1992 July 28, 1993 May 11, 2005
Insured New York Tax-
Free Advantage November 14, 2002 November 19, 2002 May 11, 2005
North Carolina
Dividend Advantage December 14, 2000 January 23, 2001 May 11, 2005
North Carolina
Dividend
Advantage 2 October 3, 2001 November 15, 2001 May 11, 2005
North Carolina
Dividend
Advantage 3 July 30, 2002 September 24, 2002 May 11, 2005
North Carolina
Premium Income May 10, 1993 May 10, 1993 May 11, 2005
Ohio Dividend
Advantage February 20, 2001 March 27, 2001 May 11, 2005
Ohio Dividend
Advantage 2 August 2, 2001 September 25, 2001 May 11, 2005
Ohio Dividend
Advantage 3 February 20, 2002 March 26, 2002 May 11, 2005
Ohio Quality Income October 7, 1991 July 28, 1993 May 11, 2005
Pennsylvania Dividend
Advantage February 20, 2001 March 27, 2001 May 11, 2005
Pennsylvania Dividend
Advantage 2 February 20, 2002 March 25, 2002 May 11, 2005
Pennsylvania
Investment Quality July 28, 1993 July 28, 1993 May 11, 2005
Pennsylvania Premium
Income 2 March 15, 1993 July 28, 1993 May 11, 2005
Texas Quality Income October 7, 1991 July 28, 1993 May 11, 2005
B-3
- --------------------------------------------------------------------------------------------
DATE ORIGINAL DATE ORIGINAL
DATE OF ORIGINAL INVESTMENT MANAGEMENT INVESTMENT MANAGEMENT
INVESTMENT AGREEMENT WAS LAST AGREEMENT WAS LAST
MANAGEMENT APPROVED BY APPROVED FOR
FUND AGREEMENT SHAREHOLDERS CONTINUANCE BY BOARD
- --------------------------------------------------------------------------------------------
Virginia Premium
Income March 15, 1993 July 28, 1993 May 11, 2005
Virginia Dividend
Advantage December 14, 2000 January 23, 2001 May 11, 2005
Virginia Dividend
Advantage 2 October 3, 2001 November 15, 2001 May 11, 2005
- --------------------------------------------------------------------------------------------
(1) The Original Investment Management Agreements were between the Funds and Nuveen Advisory Corp. ("NAC"). Effective January 1, 2005, NAC was merged
into NAM. As a result, NAC became a partfree of NAMany relationship that, in the opinion of
the Directors/Trustees, would interfere with their exercise of independent
judgment as an Audit Committee member. In particular, each member must meet the
independence and ceasedexperience requirements applicable to exist
separately. NAM assumed all of NAC obligations under the Original Investment
Management Agreements. Like NAC, NAM is a wholly owned subsidiary of Nuveen.
The merger did not constitute a change in control. There was no change in
who manages the Funds or in the Funds' investment objectives or policies as
a result of the merger.
B-4
APPENDIX C
FORM OF INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this [31st] dayNew York
Stock Exchange, the American Stock Exchange, Section 10a of [July, 2005], by and between , a
the Securities
Exchange Act of 1934 (the "Fund""Exchange Act"), and NUVEEN ASSET MANAGEMENT, a Delaware
corporation (the "Adviser").
W I T N E S S E T H
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed byrules and between the parties hereto as follows:
1. The Fund hereby employs the Adviser to act as the investment adviser
for, and to manage the investment and reinvestment of the assets of the
Fund in accordance with the Fund's investment objective and policies
and limitations, and to administer the Fund's affairs to the extent
requested by and subject to the supervision of the ("Board") of the Fund for the period and upon the
terms herein set forth. The investment of the Fund's assets shall be
subject to the Fund's policies, restrictions and limitations with
respect to securities investments as set forth in the Fund's then
current registration statement under the Investment Company Act of
1940, and all applicable laws and the regulations of the
Securities and Exchange Commission relating(the "Commission"). Each such member of the
Audit Committee shall have a basic understanding of finance and accounting, be
able to read and understand fundamental financial statements, and be financially
literate, and at least one such member shall have accounting or related
financial management expertise, in each case as determined by the
Directors/Trustees, exercising their business judgment (this person may also
serve as the Audit Committee's "financial expert" as defined by the Commission).
The Board shall appoint the members and the Chairman of the Audit Committee, on
the recommendation of the Nominating and Governance Committee. The Audit
Committee shall meet periodically but in any event no less frequently than on a
semi-annual basis. Except for the Funds, Audit Committee members shall not serve
simultaneously on the audit committees of more than two other public companies.
II. STATEMENT OF POLICY, PURPOSE AND PROCESSES
The Audit Committee shall assist the Board in oversight and monitoring of (1)
the accounting and reporting policies, processes and practices, and the audits
of the financial statements, of the Funds; (2) the quality and integrity of the
financial statements of the Funds; (3) the Funds' compliance with legal and
regulatory requirements, (4) the independent auditors' qualifications,
performance and independence; and (5) oversight of the Pricing Procedures of the
Funds and the Valuation Group. In exercising this oversight, the Audit Committee
can request other committees of the Board to assume responsibility for some of
the monitoring as long as the other committees are composed exclusively of
independent directors.
In doing so, the Audit Committee shall seek to maintain free and open means of
communication among the Directors/Trustees, the independent auditors, the
internal auditors and the management of registered
closed-end, diversifiedthe Funds. The Audit Committee shall
meet periodically with Fund management, investment companies.the Funds' internal auditor, and the
Funds' independent auditors, in separate executive sessions. The Adviser accepts such employment and agrees during such period to
render such services, to furnish office facilities and equipment and
clerical, bookkeeping and administrative services (other than such
services, if any, providedAudit Committee
shall prepare reports of the Audit Committee as required by the Fund's transfer agent) for the Fund,Commission to permit any of its officers or employees to serve without
compensation as or officers of the Fund if elected
to such positions, and to assume the obligations herein set forth for
the compensation herein provided. The Adviser shall, for all purposes
herein provided, be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to
act for nor represent the Fund in any way, nor otherwise be deemed an
agent of the Fund.
2. For the services and facilities described in Section l, the Fund will
pay to the Adviser, at the end of each calendar month, an investment
management fee equal to the sum of a Fund-Level Fee and a Complex-Level
Fee.
A. The Fund Level Fee shall be computed by applying the following annual
rate to the average total daily net assets of the Fund:
--------------------------------------------------------------------
AVERAGE TOTAL DAILY NET ASSETS RATE
--------------------------------------------------------------------
--------------------------------------------------------------------
B. The Complex-Level Fee shall be calculated by reference to the daily
net assets of the Eligible Funds, as defined below (with such daily
net assets to include, in the case of Eligible Funds whose advisory
fees are calculated by reference to net assets that include net
assets attributable to preferred stock issued by or
C-1
borrowings by the fund, such leveraging net assets) ("Complex-Level
Assets"), pursuant to the following annual fee schedule:
-------------------------------------------------------------------
COMPLEX-LEVEL DAILY MANAGED ASSETS(1) RATE
-------------------------------------------------------------------
First $55 billion .2000%
Next $1 billion .1800%
Next $1 billion .1600%
Next $3 billion .1425%
Next $3 billion .1325%
Next $3 billion .1250%
Next $5 billion .1200%
Next $5 billion .1175%
Next $15 billion .1150%
-------------------------------------------------------------------
(1) With respect to Complex-Level Assets over $91 billion, the fee
rate or rates that will apply to such assets will be determined
at a later date. The parties agree that, in the unlikely event
that Complex-Wide Assets reach $91 billion prior to the parties
reaching an agreement as to the Complex-Level Fee rate or rates
to be applied to such assets, the Complex-Level Fee rate for
such Complex-Level Assets shall be .1400% until such time as
the parties agree to a different rate or rates.
C. "Eligible Funds", for purposes of this Agreement, shall mean all
Nuveen-branded closed-end and open-end registered investment companies
organized in the United States. Any open-end or closed-end funds that
subsequently become part of the Nuveen complex because either (a)
Nuveen Investments, Inc. or its affiliates acquire the investment
adviser to such funds (or the adviser's parent), or (b) Nuveen
Investments, Inc. or its affiliates acquire the fund's adviser's
rights under the management agreement for such fund, will be evaluated
by both Nuveen management and the Nuveen Funds' Board, on a
case-by-case basis, as to whether or not these acquired funds would be
included in the Fund's annual proxy statements or otherwise.
A-1
The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit Committee for compensation to independent
auditors engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for a Fund, compensation to
advisers employed by the Audit Committee, and ordinary administrative expenses
of the Audit Committee that are necessary or appropriate in carrying out its
duties, as determined in its discretion. The Audit Committee may request any
officer or employee of Nuveen complexInvestments, Inc. (or its affiliates)
(collectively, "Nuveen") or the Funds' independent auditors or outside counsel
to attend a meeting of Eligiblethe Audit Committee or to meet with any members of, or
consultants to, the Audit Committee. The Funds' independent auditors and
internal auditors shall have unrestricted accessibility at any time to Committee
members.
RESPONSIBILITIES
Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. Each independent auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest services
for the Funds shall report directly to the Audit Committee. The independent
auditors are ultimately accountable to the Board and the Audit Committee. It is
the ultimate responsibility of the Audit Committee to select, appoint, retain,
evaluate, oversee and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if so, whether
thererequired. The Audit
Committee responsibilities may not be delegated to any other Committee or the
Board.
The Audit Committee is responsible for the following:
WITH RESPECT TO FUND FINANCIAL STATEMENTS:
1. Reviewing and discussing the annual audited financial statements and
semi-annual financial statements with Fund management and the
independent auditors including major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures in its
periodic reports under "Management's Discussion and Analysis."
2. Requiring the independent auditors to deliver to the Chairman of the
Audit Committee a timely report on any issues relating to the
significant accounting policies, management judgments and accounting
estimates or other matters that would need to be communicated under
Statement on Auditing Standards (SAS) No. 90, Audit Committee
Communications (which amended SAS No. 61, Communication with Audit
Committees), that arise during the auditors' review of the Funds'
financial statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as deemed
necessary or appropriate in the Chairman's judgment.
3. Discussing with management the Funds' press releases regarding financial
results and dividends, as well as financial information and earnings
guidance provided to
A-2
analysts and rating agencies. This discussion may be done generally,
consisting of discussing the types of information to be disclosed and
the types of presentations to be made. The Chairman of the Audit
Committee shall be authorized to have these discussions with management
on behalf of the Audit Committee.
4. Discussing with management and the independent auditors (a) significant
financial reporting issues and judgments made in connection with the
preparation and presentation of the Funds' financial statements,
including any significant changes in the Funds' selection or application
of accounting principles and any major issues as to the adequacy of the
Funds' internal controls and any special audit steps adopted in light of
material control deficiencies; and (b) analyses prepared by Fund
management and/or the independent auditor setting forth significant
financial reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of the
effects of alternative GAAP methods on the financial statements.
5. Discussing with management and the independent auditors the effect of
regulatory and accounting initiatives on the Funds' financial
statements.
6. Reviewing and discussing reports, both written and oral, from the
independent auditors and/or Fund management regarding (a) all critical
accounting policies and practices to be used; (b) all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with management, ramifications of
the use of such alternative treatments and disclosures, and the
treatment preferred by the independent auditors; and (c) other material
written communications between the independent auditors and management,
such as any management letter or schedule of unadjusted differences.
7. Discussing with Fund management the Funds' major financial risk
exposures and the steps management has taken to monitor and control
these exposures, including the Funds' risk assessment and risk
management policies and guidelines. In fulfilling its obligations under
this paragraph, the Audit Committee may review in a basisgeneral manner the
processes other Board committees have in place with respect to risk
assessment and risk management.
8. Reviewing disclosures made to the Audit Committee by the Funds'
principal executive officer and principal financial officer during their
certification process for the Funds' periodic reports about any
significant deficiencies in the design or operation of internal controls
or material weaknesses therein and any fraud involving management or
other employees who have a significant role in the Funds' internal
controls. In fulfilling its obligations under this paragraph, the Audit
Committee may review in a general manner the processes other Board
committees have in place with respect to deficiencies in internal
controls, material weaknesses, or any fraud associated with internal
controls.
WITH RESPECT TO THE INDEPENDENT AUDITORS:
1. Selecting, appointing, retaining or replacing the independent auditors,
subject, if applicable, only to Board and shareholder ratification; and
compensating, evaluating and overseeing the work of the independent
auditor (including the resolution of
A-3
disagreements between Fund management and the independent auditor
regarding financial reporting).
2. Meeting with the independent auditors and Fund management to review the
scope, fees, audit plans and staffing for the audit, for the current
year. At the conclusion of the audit, reviewing such audit results,
including the independent auditors' evaluation of the Funds' financial
and internal controls, any comments or recommendations of the
independent auditors, any audit problems or difficulties and
management's response, including any restrictions on the scope of the
independent auditor's activities or on access to requested information,
any significant disagreements with management, any accounting
adjustments noted or proposed by the auditor but not made by the Fund,
any communications between the audit team and the audit firm's national
office regarding auditing or accounting issues presented by the
engagement, any significant changes required from the originally planned
audit programs and any adjustments to the complex-level
breakpoints.
D. Forfinancial statements
recommended by the monthauditors.
3. Pre-approving all audit services and yearpermitted non-audit services, and
the terms thereof, to be performed for the Funds by their independent
auditors, subject to the de minimis exceptions for non-audit services
described in which this Agreement becomes effective,Section 10a of the Exchange Act that the Audit Committee
approves prior to the completion of the audit, in accordance with any
policies or terminates, thereprocedures relating thereto as adopted by the Board or the
Audit Committee. The Chairman of the Audit Committee shall be an appropriate prorationauthorized
to give pre-approvals of such non-audit services on behalf of the Audit
Committee.
4. Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may be
amended, restated, modified or replaced) regarding (a) the independent
auditor's internal quality-control procedures; (b) any material issues
raised by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years, respecting
one or more independent audits carried out by the firm; (c) any steps
taken to deal with any such issues; and (d) all relationships between
the independent auditor and the Funds and their affiliates, in order to
assist the Audit committee in assessing the auditor's independence.
After reviewing the foregoing report[s] and the independent auditor's
work throughout the year, the Audit Committee shall be responsible for
evaluating the qualifications, performance and independence of the
independent auditor and their compliance with all applicable
requirements for independence and peer review, and a review and
evaluation of the lead partner, taking into account the opinions of Fund
management and the internal auditors, and discussing such reports with
the independent auditors. The Audit Committee shall present its
conclusions with respect to the independent auditor to the Board.
5. Reviewing any reports from the independent auditors mandated by Section
10a(b) of the Exchange Act regarding any illegal act detected by the
independent auditor (whether or not perceived to have a material effect
on the basisFunds' financial statements) and obtaining from the independent
auditors any information about illegal acts in accordance with Section
10a(b).
A-4
6. Ensuring the rotation of the number of days thatlead (or coordinating) audit partner having
primary responsibility for the Agreement shall have been in effect duringaudit and the monthaudit partner responsible
for reviewing the audit as required by law, and year, respectively. The servicesfurther considering the
rotation of the Adviserindependent auditor firm itself.
7. Establishing and recommending to the Board for ratification policies for
the Funds', Fund under this Agreement are not to be deemed exclusive, andmanagement or the Adviser shall be free to render similar servicesFund adviser's hiring of employees or
other services to
others so long as its services hereunder are not impaired thereby.
3. The Adviser shall arrange for officers orformer employees of the Adviserindependent auditor who participated in the
audits of the Funds.
8. Taking, or recommending that the Board take, appropriate action to
serve, without compensationoversee the independence of the outside auditor.
WITH RESPECT TO ANY INTERNAL AUDITOR:
1. Reviewing the proposed programs of the internal auditor for the coming
year. It is not the obligation or responsibility of the Audit Committee
to confirm the independence of any Nuveen internal auditors performing
services relating to the Funds or to approve any termination or
replacement of the Nuveen Manager of Internal Audit.
2. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed internal
audit plan for the Funds, with explanations for significant deviations
from the Fund, as ,
officers or agentsoriginal plan.
WITH RESPECT TO PRICING AND VALUATION OVERSIGHT:
1. The Board has responsibilities regarding the pricing of a Fund's
securities under the 1940 Act. The Board has delegated this
responsibility to the Committee to address valuation issues that arise
between Board meetings, subject to the Board's general supervision of
such actions. The Committee is primarily responsible for the oversight
of the Fund, if duly elected Pricing Procedures and actions taken by the internal Valuation
Group ("Valuation Matters"). The Valuation Group will report on
Valuation Matters to the Committee and/or appointedthe Board of
Directors/Trustees, as appropriate.
2. Performing all duties assigned to such
positions, and subject to their individual consent and to any
limitations imposed by law.
4. Subject to applicable statutes and regulations, it is understood that
officers, , or agents ofunder the Fund are, orFunds' Pricing
Procedures, as such may be interestedamended from time to time.
3. Periodically reviewing and making recommendations regarding
modifications to the Pricing Procedures as well as consider
recommendations by the Valuation Group regarding the Pricing Procedures.
4. Reviewing any issues relating to the valuation of a Fund's securities
brought to the Committee's attention, including suspensions in pricing,
pricing irregularities, price overrides, self-pricing, NAV errors and
corrections thereto, and other pricing matters. In this regard, the
AdviserCommittee should consider the risks to the Funds in assessing the
possible resolutions of these Valuation Matters.
5. Evaluating, as officers, directors, agents, shareholdersits deems necessary or otherwise, and that the
C-2
officers, directors, shareholders and agents of the Adviser may be
interested in the Fund otherwise than as trustees, officers or agents.
5. The Adviser shall not be liable for any loss sustained by reason of the
purchase, sale or retention of any security, whether or not such
purchase, sale or retention shall have been based upon the
investigation and research made by any other individual, firm or
corporation, if such recommendation shall have been selected with due
care and in good faith, except loss resulting from willful misfeasance,
bad faith, or gross negligence on the part of the Adviser inappropriate, the performance of
its obligationsany pricing agent and duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
6. The Adviser currently manages other investment accounts and funds,
including those with investment objectives similarrecommend changes thereto to the Fund,full Board.
6. Reviewing any reports or comments from examinations by regulatory
authorities relating to Valuation Matters of the Funds and reservesconsider
management's responses to any such comments and, to the rightextent the
Committee deems necessary or
A-5
appropriate, propose to manage othermanagement and/or the full Board the
modification of the Fund's policies and procedures relating to such
accounts and funds in the
future. Securities considered as investments for the Fundmatters. The Committee, if deemed necessary or desirable, may also be
appropriatemeet
with regulators.
7. Meeting with members of management of the Funds, outside counsel, or
others in fulfilling its duties hereunder, including assessing the
continued appropriateness and adequacy of the Pricing Procedures,
eliciting any recommendations for other investment accounts and funds that may be managed
by the Adviser. Subject to applicable laws and regulations, the Adviser
will attempt to allocate equitably portfolio transactions among the
portfolios of its other investment accounts and funds purchasing
securities whenever decisions are made to purchase or sell securities
by the Fund and one or moreimprovements of such procedures or
other accountsValuation Matters, and assessing the possible resolutions of
issues regarding Valuation Matters brought to its attention.
8. Performing any special review, investigations or funds
simultaneously. In making such allocations, the main factorsoversight
responsibilities relating to be
considered by the Adviser will be the respective investment objectives
of the Fund and such other accounts and funds, the relative size of
portfolio holdings of the same or comparable securities, the
availability of cash for investment by the Fund and such other accounts
and funds, the size of investment commitments generally held by the
Fund and such accounts and funds, and the opinions of the persons
responsible for recommending investments to the Fund and such other
accounts and funds.
7. This Agreement shall continue in effect until [August l, 2006], unless
and until terminated by either partyValuation as hereinafter provided, and shall
continue in force from year to year thereafter, but only as long as
such continuance is specifically approved, at least annually, in the
manner required by the Investment Company Act of 1940.
This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time without the payment of
any penalty by the Fund or by the Adviser upon no less than sixty (60)
days' written notice to the other party. The Fund may effect
termination by action of the Board or by vote of a majority of the
outstanding voting securities of the Fund, accompanied by appropriate
notice.
This Agreement may be terminated, at any time, without the payment of
any penalty,requested by the Board of
Directors/Trustees.
9. Investigating or initiating an investigation of reports of improprieties
or suspected improprieties in connection with the Fund's policies and
procedures relating to Valuation Matters not otherwise assigned to
another Board committee.
OTHER RESPONSIBILITIES:
1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
adviser's counsel and independent counsel to the Board legal matters
that may have a material impact on the Fund's financial statements or
by vote of a majoritycompliance policies.
2. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.
3. Reviewing with the independent auditors, with any internal auditor and
with Fund management, the adequacy and effectiveness of the outstanding voting securitiesaccounting
and financial controls of the Funds, and eliciting any recommendations
for the improvement of internal control procedures or particular areas
where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose payments, transactions or procedures that might be
deemed illegal or otherwise improper.
4. Reviewing the reports of examinations by regulatory authorities as they
relate to financial statement matters.
5. Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that raises
material issues regarding the Funds' financial statements or accounting
policies.
6. Obtaining reports from management with respect to the Funds' policies
and procedures regarding compliance with applicable laws and
regulations.
7. Reporting regularly to the Board on the results of the activities of the
Audit Committee, including any issues that arise with respect to the
quality or integrity of the Funds' financial statements, the Funds'
compliance with legal or regulatory requirements, the performance and
independence of the Funds' independent auditors, or the performance of
the internal audit function.
8. Performing any special reviews, investigations or oversight
responsibilities requested by the Board.
A-6
9. Reviewing and reassessing annually the adequacy of this charter and
recommending to the Board approval of any proposed changes deemed
necessary or advisable by the Audit Committee.
10. Undertaking an annual review of the performance of the Audit Committee.
11. Establishing procedures for the receipt, retention and treatment of
complaints received by the Funds regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission of concerns regarding questionable accounting or
auditing matters by employees of Fund inmanagement, the event that itinvestment
adviser, administrator, principal underwriter, or any other provider of
accounting related services for the Funds, as well as employees of the
Funds.
Although the Audit Committee shall have been established by a courtthe authority and responsibilities set
forth in this Charter, it is not the responsibility of competent jurisdictionthe Audit Committee to
plan or conduct audits or to determine that the Adviser, or any officer or director of the Adviser, has taken any
action which results in a breach of the covenants of the Adviser set
forth herein.
C-3
Termination of this Agreement shall not affect the right of the Adviser
to receive payments on any unpaid balance of the compensation,
described in Section 2, earned prior to such termination.
8. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder shall not be
thereby affected.
9. Any notice under this Agreement shall be in writing, addressedFunds' financial statements are
complete and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for receipt of such notice.
10. The Fund's Declaration of Trust is on file with the Secretary of the
. This Agreement is executed on behalf
of the Fund by the Fund's officers as officersaccurate and not individually and
the obligations imposed upon the Fund by this Agreement are not binding
upon any of the Fund's Board, officers or shareholders individually but
are binding only upon the assets and property of the Fund.
11. This Agreement shall be construed in accordance with applicable federal
lawgenerally accepted accounting
principles. That is the responsibility of management and (except as to Section 10 hereof which shall be construed in
accordance with the laws of )independent
auditors. Nor is it the lawsduty of the State of Illinois.
IN WITNESS WHEREOF, the FundAudit Committee to conduct investigations,
to resolve disagreements, if any, between management and the Adviser have caused this Agreementindependent
auditors or to be
executed on the dayensure compliance with laws and year above written.
By:
-------------------------
Vice President
Attest:
-------------------------
Assistant Secretary
NUVEEN ASSET MANAGEMENT
By:
-------------------------
Managing Director
Attest:
-------------------------
Assistant Secretary
C-4
APPENDIX D
COMPLEX-LEVEL FEE RATES
- ----------------------------------------------------------------------
COMPLEX DAILY NET ASSETS FEE RATE
- ----------------------------------------------------------------------
First $55 billion 0.2000%
Next $1 billion 0.1800%
Next $1 billion 0.1600%
Next $3 billion 0.1425%
Next $3 billion 0.1325%
Next $3 billion 0.1250%
Next $5 billion 0.1200%
Next $5 billion 0.1175%
Next $15 billion 0.1150%
- ----------------------------------------------------------------------
FUND-LEVEL FEE RATES, AGGREGATE MANAGEMENT FEES
PAID AND NET ASSETS
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Arizona Dividend
Advantage For the first $125 million 0.4500% $ 123,468(3) $ 35,866,778.44
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Arizona Dividend
Advantage 2 For the first $125 million 0.4500% $ 193,689(3) $ 56,311,237.18
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-1
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Arizona Dividend
Advantage 3 For the first $125 million 0.4500% $ 215,337(4) $ 66,880,116.52
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Arizona Premium
Income For the first $125 million 0.4500% $ 602,609 $ 94,687,122.34
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
California Dividend
Advantage For the first $125 million 0.4500% $1,799,300(5) $545,213,540.40
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
California Dividend
Advantage 2 For the first $125 million 0.4500% $1,112,234(3) $337,225,099.27
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
California Dividend
Advantage 3 For the first $125 million 0.4500% $1,775,022(3) $550,227,811.57
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-2
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
California Investment
Quality For the first $125 million 0.4500% $2,054,712 $325,992,215.77
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
California Municipal
Market Opportunity For the first $125 million 0.4500% $1,244,771 $198,291,407.65
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
California Municipal
Value .15% of the Fund's Average Weekly $1,464,310 $258,273,747.57
Net Assets and 4.125% of the gross
interest income of the fund computed
in each case on an annualized basis.
- ------------------------------------------------------------------------------------------------------------
California
Performance Plus For the first $125 million 0.4500% $1,945,314 $308,153,798.08
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-3
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
California Premium
Income For the first $125 million 0.4500% $ 812,288 $128,749,232.13
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
California Quality
Income For the first $125 million 0.4500% $3,301,803 $532,907,931.01
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
California Select
Quality For the first $125 million 0.4500% $3,462,418 $556,814,346.77
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Insured California
Dividend Advantage For the first $125 million 0.4500% $1,180,628(3) $356,369,914.34
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-4
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Insured California
Premium Income For the first $125 million 0.4500% $ 960,645 $149,080,678.53
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Insured California
Premium Income 2 For the first $125 million 0.4500% $1,829,431 $288,681,364.08
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Insured California
Tax-Free Advantage For the first $125 million 0.4500% $ 427,132(4) $133,309,266.67
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Connecticut Dividend
Advantage For the first $125 million 0.4500% $ 202,920(3) $ 58,706,114.84
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-5
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Connecticut Dividend
Advantage 2 For the first $125 million 0.4500% $ 187,048(3) $ 53,412,978.26
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Connecticut Dividend
Advantage 3 For the first $125 million 0.4500% $ 313,090(4) $ 96,076,842.85
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Connecticut Premium
Income For the first $125 million 0.4500% $ 769,502 $119,421,229.48
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Florida Investment
Quality For the first $125 million 0.4500% $2,453,270 $388,090,306.39
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-6
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Florida Quality
Income For the first $125 million 0.4500% $2,140,073 $339,335,914.31
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Insured Florida
Premium Income For the first $125 million 0.4500% $2,184,865 $342,770,328.91
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Insured Florida Tax-
Free Advantage For the first $125 million 0.4500% $ 278,005(4) $ 85,720,337.34
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Georgia Dividend
Advantage For the first $125 million 0.4500% $ 155,384(3) $ 44,790,939.41
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-7
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Georgia Dividend
Advantage 2 For the first $125 million 0.4500% $ 324,428(4) $ 99,550,316.37
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Georgia Premium
Income For the first $125 million 0.4500% $ 546,917 $ 85,039,796.74
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Massachusetts
Dividend Advantage For the first $125 million 0.4500% $ 157,264(3) $ 45,297,708.83
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Massachusetts Premium
Income For the first $125 million 0.4500% $ 674,834 $105,094,405.95
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-8
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Insured Massachusetts
Tax-Free Advantage For the first $125 million 0.4500% $ 197,817(4) $ 60,875,145.80
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Maryland Dividend
Advantage For the first $125 million 0.4500% $ 329,044(3) $ 94,652,241.37
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Maryland Dividend
Advantage 2 For the first $125 million 0.4500% $ 332,863(3) $ 96,030,508.02
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Maryland Dividend
Advantage 3 For the first $125 million 0.4500% $ 381,943(4) $117,934,176.36
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Maryland Premium
Income For the first $125 million 0.4500% $1,508,376 $238,263,730.37
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-9
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Michigan Dividend
Advantage For the first $125 million 0.4500% $ 163,634(3) $ 47,741,494.83
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Michigan Premium
Income For the first $125 million 0.4500% $1,134,184 $176,984,362.53
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Michigan Quality
Income For the first $125 million 0.4500% $1,778,400 $280,647,706.52
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Missouri Premium
Income For the first $125 million 0.4500% $ 320,034 $ 49,945,994.56
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-10
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
New Jersey Dividend
Advantage For the first $125 million 0.4500% $ 508,441(3) $149,219,628.29
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
New Jersey Dividend
Advantage 2 For the first $125 million 0.4500% $ 357,476(3) $104,777,531.81
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
New Jersey Investment
Quality For the first $125 million 0.4500% $2,994,179 $476,699,613.57
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
New Jersey Premium
Income For the first $125 million 0.4500% $1,813,391 $282,604,442.61
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
New York Dividend
Advantage For the first $125 million 0.4500% $ 749,496(6) $215,178,569.91
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-11
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
New York Dividend
Advantage 2 For the first $125 million 0.4500% $ 509,021(3) $$148,250,817.38
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
New York Investment
Quality For the first $125 million 0.4500% $2,753,389 $428,143,573.80
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.375%
- ------------------------------------------------------------------------------------------------------------
New York Municipal
Value .15% of the Fund's Average Weekly Net $ 849,063 $152,284,416.77
Assets and 4.125% of the gross
interest income of the fund computed
in each case on an annualized basis.
- ------------------------------------------------------------------------------------------------------------
New York Performance
Plus For the first $125 million 0.4500% $2,351,607 $371,913,221.26
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
New York Quality
Income For the first $125 million 0.4500% $3,637,476 $577,602,969.23
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-12
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
New York Select
Quality For the first $125 million 0.4500% $3,578,885 $568,581,150.92
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Insured New York
Dividend Advantage For the first $125 million 0.4500% $ 633,143(3) $186,377,023.35
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Insured New York
Premium Income For the first $125 million 0.4500% $1,276,279 $197,789,639.75
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Insured New York Tax-
Free Advantage For the first $125 million 0.4500% $ 256,382(4) $ 79,745,666.61
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-13
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
North Carolina
Dividend Advantage For the first $125 million 0.4500% $ 179,339(3) $ 51,545,912.16
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
North Carolina
Dividend
Advantage 2 For the first $125 million 0.4500% $ 298,437(3) $ 85,597,428.77
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
North Carolina
Dividend
Advantage 3 For the first $125 million 0.4500% $ 278,578(4) $ 85,560,413.03
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
North Carolina
Premium Income For the first $125 million 0.4500% $ 919,034 $142,025,704.07
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-14
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Ohio Dividend
Advantage For the first $125 million 0.4500% $ 332,633(3) $ 97,096,584.52
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Ohio Dividend
Advantage 2 For the first $125 million 0.4500% $ 246,875(3) $ 72,044,071.03
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Ohio Dividend
Advantage 3 For the first $125 million 0.4500% $ 171,739(3) $ 50,152,889.77
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Ohio Quality Income For the first $125 million 0.4500% $1,519,417 $238,490,040.90
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Pennsylvania Dividend
Advantage For the first $125 million 0.4500% $ 269,494(3) $ 77,005,741.43
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-15
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Pennsylvania Dividend
Advantage 2 For the first $125 million 0.4500% $ 299,611(3) $ 86,959,027.32
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Pennsylvania
Investment Quality For the first $125 million 0.4500% $2,438,416 $385,207,061.28
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Pennsylvania Premium
Income 2 For the first $125 million 0.4500% $2,289,102 $357,463,788.30
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Texas Quality Income For the first $125 million 0.4500% $1,373,508 $215,616,002.57
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
D-16
- ------------------------------------------------------------------------------------------------------------
FEES PAID
TO THE
ADVISER
DURING LAST NET ASSETS
FUND FUND AVERAGE DAILY NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------
Virginia Premium
Income For the first $125 million 0.4500% $1,288,717 $203,180,367.29
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For the next $3 billion 0.3875%
For net assets of $5 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Virginia Dividend
Advantage For the first $125 million 0.4500% $ 246,627(3) $ 72,027,183.19
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
Virginia Dividend
Advantage 2 For the first $125 million 0.4500% $ 451,576(3) $130,793,038.11
For the next $125 million 0.4375%
For the next $250 million 0.4250%
For the next $500 million 0.4125%
For the next $1 billion 0.4000%
For net assets of $2 billion and over 0.3750%
- ------------------------------------------------------------------------------------------------------------
(1) The fee rates shown above went into effect on August 1, 2004. Prior to
August 1, 2004, the investment management fee paid by each Fund was
calculated using the above fund-level fee rates plus 0.20% at each
breakpoint asset level. There was no complex-level component of the
investment management fee prior to August 1, 2004.
(2) Prior to January 1, 2005, Nuveen Advisory Corp. ("NAC") and Nuveen
Institutional Advisory Corp. ("NIAC") provided investment management
services to the Funds. Effective January 1, 2005, NAC and NIAC were merged
into NAM. As a result, NAC and NIAC became a part of NAM and ceased to
exist separately. Prior to the reorganization, management fees were paid to
NAC and NIAC. Currently and under the New Investment Management Agreements,
all management fees will be paid to NAM. Like NAM, NAC and NIAC were
wholly-owned subsidiaries of Nuveen.
(3) Includes mandatory fee waiver of 0.30%.
(4) Includes mandatory fee waiver of 0.32%.
(5) Includes mandatory fee waiver of 0.30% for the period of September 1, 2003
through July 31, 2004 and 0.25% for the period August 1, 2004 through
August 31, 2004.
(6) Includes mandatory fee waiver of 0.30% for the period of October 1, 2003
through July 31, 2004 and 0.25% for the period August 1, 2004 through
September 30, 2004.
D-17
APPENDIX E
OFFICERS AND DIRECTORS OF
NUVEEN ASSET MANAGEMENT ("NAM")
- ---------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------
John P. Amboian President and Director of Nuveen Investments, Inc. and
Nuveen Asset Management, Nuveen Investments, LLC,
Rittenhouse Asset Management, Inc., Nuveen Investments
Advisors Inc., and Nuveen Investments Holdings, Inc.
Alan Berkshire Senior Vice President, Secretary and General Counsel of
Nuveen Investments, Inc., Nuveen Asset Management,
Nuveen Investments, LLC, Rittenhouse Asset Management,
Inc. and Nuveen Investments Holdings, Inc.; Senior Vice
President and Secretary of Nuveen Institutional
Advisory Corp.,* Nuveen Advisory Corp.* and Nuveen
Investments Advisors Inc.; Assistant Secretary of NWQ
Investment Management Company, LLC and Secretary of
Symphony Asset Management, LLC.
Stuart J. Cohen Vice President, Assistant Secretary and Assistant
General Counsel of Nuveen Asset Management, Nuveen
Investments, LLC, Nuveen Investments Holdings, Inc. and
Rittenhouse Asset Management, Inc.; Vice President of
Nuveen Investments Advisers, Inc.
Peter H. D'Arrigo Vice President of Nuveen Investments, LLC and Nuveen
Asset Management; Assistant Vice President and
Treasurer of Nuveen Investments, Inc.; Assistant
Treasurer of NWQ Investments Management Company, LLC;
Vice President and Treasurer of Nuveen Rittenhouse
Asset Management, Inc.; Vice President and Treasurer of
funds in Nuveen Fund complex.
Jessica R. Droeger Vice President and Assistant Secretary of Nuveen Asset
Management; Assistant General Counsel of Nuveen
Investments, LLC; Vice President and Secretary of funds
in Nuveen fund complex.
William M. Fitzgerald Managing Director of Nuveen Asset Management; Vice
President of Nuveen Investments Advisers Inc.; Vice
President of funds in Nuveen fund complex.
James D. Grassi Vice President and Deputy Director of Compliance of
Nuveen Investments, LLC, Nuveen Asset Management,
Nuveen Investments Advisers Inc. and Rittenhouse Asset
Management, Inc.; Vice President and Chief Compliance
Officer of funds in Nuveen fund complex.
Sherri A. Hlavacek Vice President and Corporate Controller of Nuveen Asset
Management, Nuveen Investments, LLC, Nuveen Investments
Holdings, Inc., Nuveen Investments Advisers, Inc. and
Rittenhouse Asset Management, Inc.; Vice President and
Controller of Nuveen Investments, Inc.; Certified
Public Accountant.
Mary E. Keefe Managing Director of Nuveen Investments, Inc.; Managing
Director and Chief Compliance Officer of Nuveen Asset
Management, Nuveen Investments, LLC, Nuveen Investments
Advisers Inc. and Rittenhouse Asset Management, Inc.;
Chief Compliance Officer of Symphony Asset Management,
LLC.
E-1
- ---------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------
Larry W. Martin Vice President, Assistant Secretary and Assistant
General Counsel of Nuveen Investments, LLC, Nuveen
Investments, Inc. and Rittenhouse Asset Management,
Inc.; Vice President and Assistant Secretary of Nuveen
Asset Management and Nuveen Investments Advisers Inc.;
Assistant Secretary of NWQ Investment Management
Company, LLC; Vice President and Assistant Secretary of
funds in Nuveen fund complex.
Timothy R.
Schwertfeger Chairman and Director of Nuveen Investments, Inc.,
Nuveen Asset Management and Nuveen Investments, LLC;
Director of Institutional Capital Corporation; Chairman
and Director of Rittenhouse Asset Management, Inc.;
Chairman of Nuveen Investments Advisers, Inc.; Chairman
of the Board and Board Member of funds in Nuveen fund
complex.
Margaret E. Wilson Senior Vice President, Finance of Nuveen Investments,
Inc., Nuveen Asset Management, Nuveen Investments, LLC,
Rittenhouse Asset Management, Inc., Nuveen Investments
Advisors Inc., and Nuveen Investments Holdings, Inc.
Gifford R. Zimmerman Managing Director, Assistant Secretary and Associate
General Counsel of Nuveen Investments, LLC and Nuveen
Asset Management; Managing Director and Assistant
Secretary of Nuveen Investments, Inc.; Assistant
Secretary of NWQ Investment Management Company, LLC;
Vice President and Assistant Secretary of Nuveen
Investments Advisers Inc.; Managing Director, Associate
General Counsel and Assistant Secretary of Rittenhouse
Asset Management, Inc.; Chief Administrative Officer of
funds in Nuveen fund complex.
- ---------------------------------------------------------------------------------
E-2regulations.
A-7
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NFZ0705JFR1105
[NUVEEN(NUVEEN LOGO)
NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker DriveDr.
Chicago, IL 60606
www.nuveen.com
999 999 999 999 99
[INSERT FUND NAME]
MUNIPREFERRED
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow
the recorded instructions.
2. On the Internet at www.proxyweb.com and follow the simple instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope.
**** CONTROL NUMBER: 999 999 999 999 98 ****
[FUND NAME PRINTS HERE]
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR A SPECIALAN ANNUAL MEETING OF SHAREHOLDERS, JULY 26, 2005
A SpecialNOVEMBER 15, 2005.
The Annual Meeting of shareholders will be held in the Assembly Room34th floor sales
conference room of The
Northern Trust Company, 50 South LaSalle Street,Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois,
on Tuesday, July 26,November 15, 2005 at 10:30 a.m.12:00 p.m., Chicago time.Time. At this meeting, you
will be asked to vote on the proposal described in the proxy statement attached.
The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
SpecialAnnual Meeting of shareholders to be held on July 26,November 15, 2005 or any
adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).
Date:
---------------------------------------------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)
----------------------------------------
-------------------------------------------------------------------------------
---------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS
IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE
PROXY, IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the SpecialAnnual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE PROPOSAL SET FORTHELECTION OF NOMINEES TO THE BOARD.
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. Election of Board Members:
(01) Robert P. Bremner (05) David J. Kundert (08) William J. Schneider FOR NOMINEES WITHHOLD
(02) Lawrence H. Brown (06) Judith M. Stockdale (09) Timothy R. Schwertfeger listed at left AUTHORITY
(03) Jack B. Evans (07) Eugene S. Sunshine (except as marked to vote for all
(04) William C. Hunter to the contrary) nominees listed
[ ] at left
[ ]
(INSTRUCTION: To withhold authority to vote for any
individual nominee(s), write the number(s) of the nominee(s) on
the line provided below.)
- -----------------------------------------------------------------
(NUVEEN LOGO)
NUVEEN INVESTMENTS
Nuveen Investments
333 West Wacker Dr.
Chicago, IL 60606
www.nuveen.com
999 999 999 999 99 [INSERT FUND NAME]
Common Shares
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow
the recorded instructions.
2. On the Internet at www.proxyweb.com and follow the simple instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope.
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 15, 2005.
The Annual Meeting of shareholders will be held in the 34th floor sales
conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois,
on Tuesday, November 15, 2005 at 12:00 p.m., Chicago Time. At this meeting, you
will be asked to vote on the proposal described in the proxy statement attached.
The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Annual Meeting of shareholders to be held on November 15, 2005 or any
adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).
Date:
---------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)
---------------------------------------
---------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS
IT APPEARS ON THIS PROXY. FOR AGAINST ABSTAINIF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE
PROXY. IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. ApprovalElection of Board Members:
(01) Robert P. Bremner (04) William C. Hunter (06) Judith M. Stockdale FOR NOMINEES WITHHOLD
(02) Lawrence H. Brown (05) David J. Kundert (07) Eugene S. Sunshine listed at left AUTHORITY
(03) Jack B. Evans (except as marked to vote for all
to the contrary) nominees listed
[ ] at left
[ ]
(INSTRUCTION: To withhold authority to vote for any
individual nominee(s), write the number(s) of the new investment management [ ] [ ] [ ]
agreement.
PLEASE SIGN ON REVERSE SIDEnominee(s) on
the line provided below.)
- -------------------------------------------------------------------