UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
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. )
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
þ
Filed by a Party other than the Registrant [ ]
o
Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
| þ | Preliminary Proxy Statement. | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). | |
| o | Definitive Proxy Statement. | |
| o | Definitive Additional Materials. | |
| o | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
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(Name
(Name of Registrant as Specified In Its Charter)
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(Name
(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)
| þ | No fee required. | |
| o | 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: | ||
| 2) | Aggregate number of securities to which transaction applies: | ||
| 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): | ||
| 4) | Proposed maximum aggregate value of transaction: | ||
| 5) | Total fee paid: | ||
| o | Fee paid previously with preliminary materials. | |
| o | 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: | ||
| 2) | Form, Schedule or Registration Statement No.: | ||
| 3) | Filing Party: | ||
| 4) | Date Filed: | ||
Important Notice
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):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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
JULY 26, 2005
Fund Shareholders
, 2007
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
| Q. | Why am I receiving this Proxy Statement? | |
| A. | You are being asked to vote on three important matters affecting your Fund: | |
(1) Approval of a New Investment Management Agreement. Nuveen Asset Management (“NAM”) serves as your Fund’s investment adviser. Nuveen Investments, Inc. (“Nuveen”), the parent company of NAM, recently announced its intention to be acquired by investors led by Madison Dearborn Partners, LLC, and to thereby become aprivately-held company. In the event this takes place, securities laws require your Fund’s shareholders to approve a new investment management agreement between NAM and the Fund; | ||
| (2) Approval of Fund Board Nominees. Each year, you and other Fund shareholders must approve the election of Board members to serve on your Fund’s Board. This is a requirement for all funds that list their common shares on a stock exchange. The Funds described in this proxy statement are holding their annual shareholders meeting at which Board members will be elected. The list of specific nominees is contained in the enclosed proxy statement; and | ||
| (3) Ratification of Independent Registered Public Accounting Firm. This year, you and other Fund shareholders are being asked to ratify the selection of the independent registered public accounting firm. Ernst and Young LLP has been selected to serve as your Fund’s independent registered public accounting firm. | ||
| Your Fund’s Board, including the independent Board members, unanimously recommends that you voteFOReach proposal. | ||
| Your vote is very important. We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. If enough shareholders do not cast their votes, your Fund may not be able to hold its meeting or the vote on each issue, and will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation. | ||
| Q. | How will I as a Fund shareholder be affected if Nuveen becomes a privately-held company? | |
| A. | Your Fund investment will not change as a result of NAM’s change of ownership. You will still own the same Fund shares and the value of those shares will not change as a result of the transaction. NAM will continue to manage your Fund according to the same objectives and policies as before, and does not anticipate any significant changes to its operations. |
| Q. | Will there be any important differences between my Fund’s new investment management agreement and the current agreement? | |
| A. | No. The terms of the two agreements are substantially the same. There will be no change in the fees you pay, who manages your Fund, your Fund’s objectives and policies, or your Fund’s day-to-day management. | |
| Q. | What will happen if shareholders do not approve the new investment management agreement? | |
| A. | NAM will continue to manage your Fund under an interim investment management agreement, but must place its compensation for its services during this interim period in escrow, pending shareholder approval. This is discussed in more detail in the proxy statement.Your Fund’s Board urges you to vote without delay in order to avoid potential disruption to the Fund’s operations. | |
| Q. | Who do I call if I have questions? | |
| A. | If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Computershare Fund Services, your Fund proxy solicitor, at866-434-7510 with your proxy material. | |
| Q. | How do I vote my shares? | |
| A. | You can vote your shares by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. Alternatively, you may vote by telephone by calling the toll-free number on the proxy card or by computer by going to the Internet address provided on the proxy card and following the instructions, using your proxy card as a guide. | |
| Q. | Will anyone contact me? | |
| A. | You may receive a call from Computershare Fund Services, the proxy solicitor hired by the Fund, to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote your proxy. |
333 West Wacker Drive Chicago, Illinois 60606(800) 257-8787
Notice of Annual Meeting
of Shareholders
of Shareholders
, 2007
Nuveen Arizona Dividend Advantage Municipal Fund and (NFZ)
Nuveen Asset Management ("NAM"), NAM has served as your Fund's investment adviser
and has been responsible forArizona Dividend Advantage Municipal Fund 2 (NKR)
Nuveen Arizona Dividend Advantage Municipal Fund 3 (NXE)
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 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 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 Massachusetts Dividend Advantage Municipal Fund (NMB)
Nuveen Massachusetts Premium Income Municipal Fund (NMT)
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund (NGX)
Nuveen Michigan Dividend Advantage Municipal Fund (NZW)
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 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 Pennsylvania Dividend Advantage Municipal Fund (NXM)
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 (NVY)
Nuveen Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen Pennsylvania Premium Income Municipal Fund 2 (NPY)
Nuveen Texas Quality Income Municipal Fund (NTX)
Nuveen Virginia Dividend Advantage Municipal Fund (NGB)
Nuveen Virginia Dividend Advantage Municipal Fund 2 (NNB)
Nuveen Virginia Premium Income Municipal Fund (NPV)
To 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 completionShareholders 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.
JUNE , 2005
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 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 INCOME 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 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 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 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)
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Above Funds:
Notice is hereby given that a Specialan Annual Meeting of Shareholders (the "Meeting"“Meeting”) of Nuveen Arizona Dividend Advantage Municipal Fund, Nuveen Arizona Dividend Advantage Municipal Fund 2, Nuveen Arizona Dividend Advantage Municipal Fund 3, 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 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 Massachusetts Dividend Advantage Municipal Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Insured Massachusetts Tax-Free Advantage 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 Investment Quality Municipal Fund, Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Texas Quality Income Municipal Fund, Nuveen Virginia Premium IncomeDividend Advantage Municipal Fund, Nuveen Virginia Dividend Advantage Municipal Fund 2 and Nuveen Virginia Dividend AdvantagePremium Income Municipal Fund, 2, each a Massachusetts business trust and Nuveen Arizona Premium Income Municipal Fund,
Inc., Nuveen California Investment Quality Municipal Fund, Inc., Nuveen
California Municipal Market Opportunity Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen California Performance Plus Municipal Fund, Inc.,
Nuveen California Quality Income Municipal Fund, Inc., Nuveen California Select
Quality Income 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 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., Nuveen Ohio Quality Income Municipal Fund,
Inc., Nuveen Pennsylvania Investment Quality Municipal Fund, Inc., each(individually, a Minnesota corporation, (individually, a "Fund"“Fund” and collectively, the "Funds"“Funds”), will be held (along with the meetingmeetings of shareholders of several other Nuveen funds) in the Assembly Room31st floor 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, 2005,Friday, October 12, 2007, at 10:3000 a.m., ChicagoCentral time, for the following purposes and to transact such other business, if any, as may properly come before the Meeting:
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To approve a new investment management agreement between each Fund and Nuveen
Asset Management ("NAM"), each Fund's investment adviser.
2. To transact such other business as may properly come before the Meeting.
Matters to Be Voted on by Shareholders:
| 1. | To approve a new investment management agreement between each Fund and Nuveen Asset Management (“NAM”), each Fund’s investment adviser. |
| 2. | To elect four (4) members to the Board of Trustees (each a “Board” and each Trustee a “Board Member”) of each Fund as outlined below: |
| a. | two (2) Board Members to be elected for a three-year term by the holders of Common Shares and Municipal Auction Rate Cumulative Preferred Shares (“Preferred Shares”) for each Fund, voting together as a single class; and | |
| b. | two (2) Board Members to be elected for a one-year term by the holders of Preferred Shares only, voting separately as a single class. |
| 3. | To ratify the selection of Ernst & Young LLP as independent registered public accounting firm for the current fiscal year. |
| 4. | To transact such other business as may properly come before the Meeting. |
Shareholders of record at the close of business on May 31, 2005August 1, 2007 are entitled to notice of and to vote at the Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE 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 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
All shareholders are cordially invited to attend the 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 Meeting. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.
Kevin J. McCarthy
Vice President and Secretary
JUNE
333 West Wacker Drive Chicago, Illinois 60606(800) 257-8787
Joint Proxy Statement
, 2005
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND2007
This Joint Proxy Statement is first being mailed to shareholders on or about August , 2007.
Nuveen Arizona Dividend Advantage Municipal Fund (NFZ)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND
Nuveen Arizona Dividend Advantage Municipal Fund 2 (NKR)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND
Nuveen Arizona Dividend Advantage Municipal Fund 3 (NXE)
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND
Nuveen Connecticut Dividend Advantage Municipal Fund (NFC)
Nuveen Connecticut Dividend Advantage Municipal Fund 2 (NVX)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND(NGK)
Nuveen Connecticut 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 INCOME 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(NGO)
Nuveen Connecticut Premium Income Municipal Fund (NTC)
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 INC. (NCL)
NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND(NKG)
Nuveen Georgia Premium Income Municipal Fund (NPG)
Nuveen Maryland Dividend Advantage Municipal Fund (NFM)
Nuveen Maryland Dividend Advantage Municipal Fund 2 (NGK)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND(NZR)
Nuveen Maryland Dividend Advantage Municipal Fund 3 (NGO)
NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC)
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(NWI)
Nuveen Maryland Premium Income Municipal Fund (NMY)
Nuveen Massachusetts Dividend Advantage Municipal Fund (NMB)
Nuveen Massachusetts Premium Income Municipal Fund (NMT)
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund (NGX)
Nuveen Michigan Dividend Advantage Municipal Fund (NZW)
Nuveen Missouri Premium Income Municipal Fund (NOM)
Nuveen New Jersey Dividend Advantage Municipal Fund (NXJ)
Nuveen New Jersey 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(NUJ)
Nuveen North Carolina Dividend Advantage Municipal Fund (NRB)
Nuveen North Carolina Dividend Advantage Municipal Fund 2 (NZR)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND(NNO)
Nuveen North Carolina Dividend Advantage Municipal Fund 3 (NWI)
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY)
NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)
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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(NII)
Nuveen North Carolina Premium Income Municipal Fund (NNC)
Nuveen Ohio Dividend Advantage Municipal Fund (NXI)
Nuveen Ohio 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(NBJ)
Nuveen Ohio Dividend Advantage Municipal Fund 3 (NVJ)
Nuveen Pennsylvania Dividend Advantage Municipal Fund (NXM)
Nuveen Pennsylvania 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(NVY)
Nuveen Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen Pennsylvania Premium Income 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(NPY)
Nuveen Texas Quality Income Municipal Fund (NTX)
Nuveen Virginia Dividend Advantage Municipal Fund (NGB)
Nuveen Virginia 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 TEXAS QUALITY INCOME MUNICIPAL FUND (NTX)
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND(NNB)
Nuveen Virginia Premium Income Municipal Fund (NPV)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB)
GENERAL INFORMATION
General Information
This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Directors/Trustees (each a "Board"“Board” and collectively, the "Boards,"“Boards,” and each Director or Trustee a "Board Member" “Board Member”
1
and collectively, the "Board
Members"“Board Members”) of Nuveen Arizona Dividend Advantage Municipal Fund ("(“Arizona Dividend Advantage"Advantage”), Nuveen Arizona Dividend Advantage Municipal Fund 2 ("(“Arizona Dividend Advantage 2"2”), Nuveen Arizona Dividend Advantage Municipal Fund 3 ("(“Arizona Dividend Advantage 3"), Nuveen California Dividend Advantage Municipal
Fund ("California Dividend Advantage"), 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
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Dividend Advantage Municipal Fund ("Insured California Dividend Advantage"),
Nuveen Insured California Tax-Free Advantage Municipal Fund ("Insured California
Tax-Free Advantage"3”), Nuveen Connecticut Dividend Advantage Municipal Fund ("(“Connecticut Dividend Advantage"Advantage”), Nuveen Connecticut Dividend Advantage Municipal Fund 2 ("(“Connecticut Dividend Advantage 2"2”), Nuveen Connecticut Dividend Advantage Municipal Fund 3 ("(“Connecticut Dividend Advantage 3"3”), Nuveen Connecticut Premium Income Municipal Fund ("(“Connecticut Premium Income"Income”), Nuveen Florida Investment Quality Municipal Fund ("(“Florida Investment Quality"Quality”), Nuveen Florida Quality Income Municipal Fund ("(“Florida Quality"Quality Income”), Nuveen Insured Florida Premium Income Municipal Fund ("(“Insured Florida Premium Income"Income”), Nuveen Insured Florida Tax-Free Advantage Municipal Fund ("(“Insured Florida Tax-Free Advantage"Advantage”), Nuveen Georgia Dividend Advantage Municipal Fund ("(“Georgia Dividend Advantage"Advantage”), Nuveen Georgia Dividend Advantage Municipal Fund 2 ("(“Georgia Dividend Advantage 2"2”), Nuveen Georgia Premium Income Municipal Fund ("(“Georgia Premium Income"Income”), Nuveen Maryland Dividend Advantage Municipal Fund (“Maryland Dividend Advantage”), Nuveen 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 Income”), Nuveen Massachusetts Dividend Advantage Municipal Fund ("(“Massachusetts Dividend Advantage"Advantage”), Nuveen Massachusetts Premium Income Municipal Fund ("(“Massachusetts Premium Income"Income”), Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund ("(“Insured Massachusetts Tax-Free Advantaged"),
Nuveen Maryland Dividend Advantage Municipal Fund ("Maryland Dividend
Advantage"), Nuveen 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 Income"Advantage”), Nuveen Michigan Dividend Advantage Municipal Fund ("(“Michigan Dividend Advantage"Advantage”), Nuveen Missouri Premium Income Municipal Fund ("(“Missouri Premium Income"Income”), Nuveen New Jersey Dividend Advantage Municipal Fund ("(“New Jersey Dividend Advantage"Advantage”), 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"2”), Nuveen North Carolina Dividend Advantage Municipal Fund ("(“North Carolina Dividend Advantage"Advantage”), Nuveen North Carolina Dividend Advantage Municipal Fund 2 ("(“North Carolina Dividend Advantage 2"2”), Nuveen North Carolina Dividend Advantage Municipal Fund 3 ("(“North Carolina Dividend Advantage 3"3”), Nuveen North Carolina Premium Income Municipal Fund ("(“North Carolina Premium Income"Income”), Nuveen Ohio Dividend Advantage Municipal Fund ("(“Ohio Dividend Advantage"Advantage”), Nuveen Ohio Dividend Advantage Municipal Fund 2 ("(“Ohio Dividend Advantage 2"2”), Nuveen Ohio Dividend Advantage Municipal Fund 3 ("(“Ohio Dividend Advantage 3"3”), Nuveen Pennsylvania Dividend Advantage Municipal Fund ("(“Pennsylvania Dividend Advantage"Advantage”), Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 ("(“Pennsylvania Dividend Advantage 2"2”), Nuveen Pennsylvania Investment Quality Municipal Fund (“Pennsylvania Investment Quality”), Nuveen Pennsylvania Premium Income Municipal Fund 2 ("(“Pennsylvania Premium Income 2"2”), Nuveen Texas Quality Income Municipal Fund ("(“Texas Quality Income"), Nuveen Virginia Premium
Income Municipal Fund ("Virginia Premium Income"Income”), Nuveen Virginia Dividend Advantage Municipal Fund ("(“Virginia Dividend Advantage"Advantage”), and Nuveen Virginia Dividend Advantage Municipal Fund 2 ("(“Virginia Dividend Advantage 2"2”) and Nuveen Virginia Premium Income Municipal Fund (“Virginia Premium Income”),each a Massachusetts business trust and Nuveen Arizona Premium Income Municipal Fund,
Inc. ("Arizona Premium Income"), 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
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Fund, Inc. ("California Performance Plus"), Nuveen California Quality Income
Municipal Fund, Inc. ("California Investment Quality"), Nuveen California Select
Quality Income Municipal Fund, Inc. ("California Select Quality"), Nuveen
Insured California Premium Income Municipal Fund, Inc. ("Insured California
Premium Income"), Nuveen Insured California Premium Income Municipal Fund 2,
Inc. ("Insured California Premium Income 2"), Nuveen Michigan Premium Income
Municipal Fund, Inc. ("Michigan Premium Income"), Nuveen Michigan Quality Income
Municipal Fund, Inc. ("Michigan Quality Income"), Nuveen New Jersey Investment
Quality Municipal Fund, Inc. ("New Jersey Investment Quality"), 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"), Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio Quality
Income"), Nuveen Pennsylvania Investment Quality Municipal Fund, Inc.
("Pennsylvania Investment Quality"), Minnesota corporation,
(individually, a "Fund"“Fund” and collectively, the "Funds"“Funds”), of proxies to be voted at a Specialan Annual Meeting of Shareholders to be held (along with the meeting of shareholders of several other Nuveen funds) in the Assembly Room31st floor 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, 2005,Friday, October 12, 2007, at 10:3000 a.m., ChicagoCentral time, (for each Fund, a "Meeting"“Meeting” and collectively, the "Meetings"“Meetings”), and at any and all adjournments thereof.
On the matters coming before each 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
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shares will be votedFORapproval of the new investment management agreement,FORthe election of the nominees as listed in this Joint Proxy Statement andFORthe ratification of the selection of the independent registered public accounting firm. 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 Meeting and voting in person. This Joint Proxy Statement is first being mailed to shareholders on or about
June , 2005.
Merely attending the Meeting, however, will not revoke any previously submitted proxy.
The Board of each Fund has determined that the use of this Joint Proxy Statement for each 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:
| Matter | Common Shares | Preferred Shares(1) | ||||
| 1. | To approve a new investment management | X | X | |||
| 2a. | Election of two (2) Board Members for a three-year term by all shareholders | X | X | |||
| 2b. | Election of two (2) Board Members for a one-year term by Preferred Shares only | X | ||||
| 3. | To ratify the selection of independent registered public accounting firm | X | X | |||
(1) Municipal Auction Rate Cumulative Preferred Shares ("MuniPreferred")for each Fund are referred to as "Preferred“Preferred Shares."
”
A quorum of shareholders is required to take action at each Meeting. A majority of the shares entitled to vote at each Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Meeting.Meeting, except that for the election of the two Board Member nominees to be elected by holders of Preferred Shares of each Fund, 331/3% 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 Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and "broker non-votes"“broker non-votes” (i.e., shares held by brokers or 4
nominees, typically in "street“street name,"” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.
For purposes of determining the approval of the new investment management agreement and ratification of the selection of independent auditors, abstentions and broker non-votes will be treated as shares voted against the proposal. For purposes of determining the approval of the proposal to elect nominees, abstentions and broker non-votes will have no effect on the election of Board Members. The details of the proposalproposals to be voted on by the shareholders of each Fund and the vote required for approval of the proposalproposals are set forth under the description of the proposalproposals below.
Preferred Shares held in "street name"“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
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Meeting, or, if adjourned, one business day before the day to which the Meeting is adjourned, and that would otherwise be treated as "broker non-votes"“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"“voted” and for the purpose of meeting the 10% test, abstentions will not be treated as shares "voted"“voted” against the item.
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Those persons who were shareholders of record at the close of business on May
31, 2005August 1, 2007, will be entitled to one vote for each share held.held and a proportionate fractional vote for each fractional share held (the “Record Date”). As of May 31, 2005,the Record Date, the shares of the Funds were issued and outstanding as follows:
| Fund | Ticker Symbol* | Common Shares | Preferred Shares | |||||||||||||
| Arizona Dividend Advantage | NFZ | 1,549,939 | Series T | 480 | ||||||||||||
| Arizona Dividend Advantage 2 | NKR | 2,436,687 | Series W | 740 | ||||||||||||
| Arizona Dividend Advantage 3 | NXE | 3,067,630 | Series M | 880 | ||||||||||||
| Connecticut Dividend Advantage | NFC | 2,576,911 | Series T | 780 | ||||||||||||
| Connecticut Dividend Advantage 2 | NGK | 2,315,129 | Series W | 700 | ||||||||||||
| Connecticut Dividend Advantage 3 | NGO | 4,362,096 | Series F | 1,280 | ||||||||||||
| Connecticut Premium Income | NTC | 5,362,671 | Series TH | 1,532 | ||||||||||||
| Florida Investment Quality | NQF | 16,551,702 | Series T | 3,080 | ||||||||||||
| Series F | 2,200 | |||||||||||||||
| Florida Quality Income | NUF | 14,271,995 | Series M | 1,700 | ||||||||||||
| Series TH | 1,700 | |||||||||||||||
| Series F | 1,280 | |||||||||||||||
| Insured Florida Premium Income | NFL | 14,347,396 | Series W | 1,640 | ||||||||||||
| Series TH | 2,800 | |||||||||||||||
| Insured Florida Tax-Free Advantage | NWF | 3,882,373 | Series W | 1,160 | ||||||||||||
| Georgia Dividend Advantage | NZX | 1,969,054 | Series M | 600 | ||||||||||||
| Georgia Dividend Advantage 2 | NKG | 4,554,005 | Series F | 1,320 | ||||||||||||
| Georgia Premium Income | NPG | 3,805,652 | Series TH | 1,112 | ||||||||||||
| Maryland Dividend Advantage | NFM | 4,182,900 | Series M | 1,280 | ||||||||||||
| Maryland Dividend Advantage 2 | NZR | 4,192,551 | Series F | 1,280 | ||||||||||||
| Maryland Dividend Advantage 3 | NWI | 5,363,909 | Series T | 1,560 | ||||||||||||
| Maryland Premium Income | NMY | 10,640,076 | Series W | 1,404 | ||||||||||||
| Series TH | 1,760 | |||||||||||||||
| Massachusetts Dividend Advantage | NMB | 1,959,196 | Series T | 600 | ||||||||||||
| Massachusetts Premium Income | NMT | 4,763,486 | Series TH | 1,360 | ||||||||||||
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| Fund | Ticker Symbol* | Common Shares | Preferred Shares | |||||||||||||
| Insured Massachusetts Tax-Free Advantage | NGX | 2,722,332 | Series W | 820 | ||||||||||||
| Michigan Dividend Advantage | NZW | 2,066,391 | Series W | 640 | ||||||||||||
| Missouri Premium Income | NOM | 2,300,954 | Series TH | 640 | ||||||||||||
| New Jersey Dividend Advantage | NXJ | 6,577,112 | Series T | 1,920 | ||||||||||||
| New Jersey Dividend Advantage 2 | NUJ | 4,523,121 | Series W | 1,380 | ||||||||||||
| North Carolina Dividend Advantage | NRB | 2,261,648 | Series T | 680 | ||||||||||||
| North Carolina Dividend Advantage 2 | NNO | 3,749,336 | Series F | 1,120 | ||||||||||||
| North Carolina Dividend Advantage 3 | NII | 3,931,531 | Series W | 1,120 | ||||||||||||
| North Carolina Premium Income | NNC | 6,351,838 | Series TH | 1,872 | ||||||||||||
| Ohio Dividend Advantage | NXI | 4,244,093 | Series W | 1,240 | ||||||||||||
| Ohio Dividend Advantage 2 | NBJ | 3,121,477 | Series F | 960 | ||||||||||||
| Ohio Dividend Advantage 3 | NVJ | 2,158,458 | Series T | 660 | ||||||||||||
| Pennsylvania Dividend Advantage | NXM | 3,332,584 | Series T | 1,000 | ||||||||||||
| Pennsylvania Dividend Advantage 2 | NVY | 3,725,809 | Series M | 1,140 | ||||||||||||
| Pennsylvania Investment Quality | NQP | 16,270,198 | Series T | 880 | ||||||||||||
| Series W | 2,400 | |||||||||||||||
| Series TH | 2,000 | |||||||||||||||
| Pennsylvania Premium Income 2 | NPY | 15,793,151 | Series M | 844 | ||||||||||||
| Series TH | 2,080 | |||||||||||||||
| Series F | 1,800 | |||||||||||||||
| Texas Quality Income | NTX | 9,495,144 | Series M | 760 | ||||||||||||
| Series TH | 2,000 | |||||||||||||||
| Virginia Dividend Advantage | NGB | 3,131,967 | Series W | 960 | ||||||||||||
| Virginia Dividend Advantage 2 | NNB | 5,728,297 | Series M | 1,680 | ||||||||||||
| Virginia Premium Income | NPV | 8,933,535 | Series T | 832 | ||||||||||||
| Series TH | 1,720 | |||||||||||||||
| * | The common shares of all of the Funds are listed on the New York |
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| 1. | Approval of the New |
Background
Under an investment management agreement between the Adviser and each Fund (each, an "Original“Original Investment Management Agreement"Agreement” and collectively, the "Original“Original Investment Management Agreements"Agreements”), NAM has servedserves as each Fund'sFund’s investment adviser and has beenis responsible for each Fund'sFund’s overall investment strategy and its implementation. The date of each Fund'sFund’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. NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen"(“Nuveen”). Nuveen is currently a publicly traded companycompany.
On June 19, 2007, Nuveen entered into a merger agreement providing for the acquisition of Nuveen by Windy City Investments, Inc. (“Windy City”), a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP“), a private equity investment firm based in Chicago, Illinois (the “Transaction”). Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds. Other owners of Windy City include Merrill Lynch & Co.’s Global Private Equity group and until recently, wasaffiliates (including private equity funds) of Wachovia, Citigroup and Deutsche Bank. If the Transaction is completed, Nuveen will become a majority-ownedwholly-owned subsidiary of The St. Paul Travelers Companies, Inc. ("St. Paul Travelers"),Windy City and Nuveen will become a publicly-traded
company thatprivately-held company. Completion of the Transaction is principally engaged in providing property-liability insurance
through subsidiaries.
On March 25, 2005,subject to a number of conditions, including obtaining the approval of Nuveen’s stockholders and obtaining consent to the Transaction by a certain percentage of NAM’s clients representing at least 80% of annualized revenue (which includes fund shareholder approval of new investment management agreements with NAM). Nuveen and St. Paul Travelers announcedWindy City currently expect to complete the Transaction in the fourth quarter of 2007.
Upon completion of the Transaction, it is anticipated that St. Paul
Travelers plannedMerrill Lynch will be an indirect “affiliated person” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of each Fund. As a result, each Fund would then generally be prohibited from entering into principal transactions with Merrill Lynch and certain of its affiliates. NAM does not believe that any such prohibition or limitation would have a materially adverse effect on any Fund’s ability to implementpursue its investment objective and policies.
Nuveen is relying on Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a three-part program to sell its equitysale of a controlling 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 millionan investment adviser occurs, the investment adviser or any of its common sharesaffiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. Each of the Funds currently meets this test. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission (the “SEC”) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement, during the two-year period after the transaction, whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation directly or indirectly, from St. Paul Travelers atthe investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person
6
in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Under the Transaction Agreement, Windy City acknowledges Nuveen’s reliance on Section 15(f) of the 1940 Act and had agreed that it and its affiliates (as defined in the Transaction Agreement) shall conduct its business and use commercially reasonable efforts to enable the provisions of Section 15(f) to be true in relation to the Funds.
In addition, to help ensure that an unfair burden is not imposed on the Funds, Nuveen has committed for a priceperiod of $32.98 per share, or
approximately 18.2 million shares. The repurchasetwo years from the date 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 agreement with two other
parties to sell approximately 12 million common shares of Nuveen
9
for settlement later this year. Upon the closing of the secondary offeringTransaction (i) not to increase gross management fees for any Fund; (ii) not to reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels during that period; (iii) that no Fund whose portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a broker with respect to portfolio transactions done on an agency basis, except as may be approved in the future by the Compliance Committee of the Board; and (iv) that NAM shall not cause the Funds and the initial repurchase by Nuveen as well as the closing for the forward sale
transactions later this year, Nuveen will emergeother municipal funds that NAM manages as a fully independent public
company.
whole to enter into portfolio transactions with or through the other minority owners of Nuveen, on either a principal or agency basis, to a significantly greater extent than both what one would expect an investment team to use such firm in the normal course of business, and what NAM has historically done with respect to those funds, without prior Board or Compliance Committee approval (excluding the impact of proportionally increasing the use of such other “minority owners” to fill the void necessitated by not being able to use Merrill Lynch).
Each Original Investment Management Agreement, as required by Section 15 of the Investment Company1940 Act, of 1940, as amended (the "1940 Act"), provides for its automatic termination in the event of its "assignment"“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 deemedTransaction will result in 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,Transaction, each Fund’s Board met in person at a joint meeting of each
Fund's Board on May 10-12, 2005July 31, 2007 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 in substantially the same form as the Original Investment Management Agreement to take effect immediately after the Transaction or shareholder approval, whichever is later (each a "New“New Investment Management Agreement"Agreement” and collectively, the "New“New Investment Management Agreements"Agreements”). The form of the New Investment Management Agreement is attached hereto as Appendix C.
The 1940 Act requires that each New Investment Management Agreement be approved by the Fund'sFund’s shareholders in order for it to become effective. At the July 31, 2007 Board meeting, and for the reasons discussed below (see "Board Considerations"“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
or any subadvisory agreement entered into by the Adviser with respect to any Fund or who are not "interested persons"“interested persons” of the Funds or the Adviser as defined in the 1940 Act (the "Independent“Independent Board Members"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.Transaction. In the event shareholders of a Fund do not approve the New Investment Management Agreement at the Meeting or any adjournment thereof prior to the closing of the Transaction, an interim investment management agreement between the Adviser and each such Fund (each, an
7
“Interim Investment Management Agreement” and collectively, the “Interim Investment Management Agreements”) will take effect upon the closing of the Transaction.
At the July 31, 2007 meeting, each Board, including the Independent Board Members, also unanimously approved the Interim Investment Management Agreements in order to assure continuity of investment advisory services to the Funds after the Transaction. The terms of each Interim Investment Management Agreement are substantially identical to those of the Original Investment Management Agreements and New Investment Management Agreements, except for the term and escrow provisions described below. If a Fund’s shareholders have not approved a New Investment Management Agreement prior to the Transaction, an Interim Investment Management Agreement will take effect upon the closing of the Transaction and will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of a Fund approve the New Investment Management Agreement. Pursuant toRule 15a-4 under the 1940 Act, compensation earned by the Adviser under an Interim Investment Management Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Investment Management Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Investment Management Agreement will be paid to the Adviser. If shareholders of a Fund do not approve the New Investment Management Agreement prior to the end of the150-day period, the Board will take such action as it deems to be in the best interests of the Fund and its shareholders. The formshareholders, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Investment Management Agreement or the total amount in the escrow account, plus interest earned.
Comparison of Original Investment Management Agreement and 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, 2006,2008, 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.
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 Investment Management Agreements provide that the Adviser shall manage 10
the investment and reinvestment of the Fund'sFund’s assets in accordance with the Fund'sFund’s investment objective and policies and limitations and administer the Fund'sFund’s affairs to the extent requested by and subject to the supervisionoversight of the Fund'sFund’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
8
does not anticipate that the SaleTransaction will have any adverse effect on the performance of its obligations under the New Investment Management Agreements.
FEES.
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--acomponents — a fund-level component, based only onfee, calculated by applying a Fund-specific breakpoint fee schedule that pays progressively reduced fee rates at increased Fund-specific asset levels to the amount of assets within each individual Fund, and a complex-level component,
based on the aggregateaverage daily managed assets (which includes assets attributable to all types of leverage used in leveraged funds) of that individual Fund, and a complex-level fee, calculated by applying a fee rate determined based on the aggregate managed assets of all Nuveen-branded closed-end and open-end registered investment companies organized in the United States.States, applied to a complex-wide fee schedule that would pay ever-reducing effective fee rates at increasing complex-wide assets, multiplied by that Fund’s average daily managed assets. The investment management fee paid by each Fund equals the sum of the fund-level componentfee and complex-level component.
fee calculated for that Fund.
The fee schedules for the fund-level componentfee and complex-level component to be
paid to the Adviserfee breakpoint schedules under the New Investment Management Agreements for each Fund are identical to the fund-level componentfee and complex-level component paid to the Adviserfee breakpoint schedules under the Original Investment Management Agreements. The annual fund-level componentfee schedule 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'sFund’s last fiscal year and the Fund'sFund’s net assets as of May
1, 2005June 30, 2007 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.That complex-wide fee schedule was recently reduced with an effective date of August 20, 2007, as reflected 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'sFund’s transfer agent) for the Fund.
LIMITATION ON LIABILITY.
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.
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, 2006,2008, unless continued. The New Investment Management Agreement may be continued for
9
successive one-year periods if approved at least annually in the manner required by the 1940 Act.
11
TERMINATION.
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'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
Board Considerations
I. Approval of Original Investment Management Agreements
The Board Members are responsible for overseeing the performance of the investment adviser to the Funds and determining whether to approve or continue the advisory arrangements. At a meeting held on May 10-12, 2005,21, 2007 (the “May Meeting”), the Board of each Fund, including the Independent Board Members, performed a full annual review of each Original Investment Management Agreement and unanimously approved the continuance of such agreements. Because the information provided and the considerations made at the annual review continue to be relevant with respect to the evaluation of the New Investment Management Agreement between each FundAgreements, the Board considered the foregoing as part of their deliberations of the New Investment Management Agreements. Accordingly, the discussions immediately below outline the materials and NAM.
To assistinformation presented to the Board in connection with the Board’s May annual review and the analysis undertaken and the conclusions reached by Board Members when determining to continue the Original Investment Management Agreements.
During the course of the year, the Board received a wide variety of materials relating to the services provided by NAM and the performance of the Funds. At each of its evaluationquarterly meetings, the Board reviewed investment performance and various matters relating to the operations of an advisory contract with NAM,the Funds, including the compliance program, shareholder services, valuation, custody, distribution and other information relating to the nature, extent and quality of services provided by NAM. Between the regularly scheduled quarterly meetings, the Board Members received information on particular matters as the need arose. In preparation for their considerations at the May Meeting, the Independent Board Members also received a report in adequate timeextensive materials, well in advance of their meeting, which outlined or are related to, 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.
things:
| • | the nature, extent and quality of services provided by NAM; |
| • | the organization and business operations of NAM, including the responsibilities of various departments and key personnel; |
| • | each Fund’s past performance as well as the Fund’s performance compared to funds with similar investment objectives based on data and information provided by an independent third party and to customized benchmarks; |
| • | the profitability of Nuveen and certain industry profitability analyses for unaffiliated advisers; |
| • | the expenses of Nuveen in providing the various services; |
10
| • | the advisory fees and total expense ratios of each Fund, including comparisons of such fees and expenses with those of comparable, unaffiliated funds based on information and data provided by an independent third party (the “Peer Universe”) as well as compared to a subset of funds within the Peer Universe (the “Peer Group”) of the respective Fund (as applicable); |
| • | the advisory fees NAM assesses to other types of investment products or clients; |
| • | the soft dollar practices of NAM, if any; and |
| • | from independent legal counsel, a legal memorandum describing among other things, applicable laws, regulations and duties in reviewing and approving advisory contracts. |
At the Board meeting,May Meeting, NAM made a presentation to, and responded to questions from, the Board. AfterPrior to and after the presentations and after reviewing the written materials, the Independent Board Members met privately with their legal counsel to review the Board'sBoard’s duties in reviewing advisory contracts and considerconsidering the renewal of the advisory contract. It is with this background that the Board Members
considered each Investment Management Agreement with NAM.contracts. The Independent Board Members, in consultation with independent counsel, reviewed the factors set out in judicial decisions and Securities and Exchange CommissionSEC directives relating to the renewal of advisory contracts. As outlined in more detail below, the Board Members considered all factors they believed relevant with respect to each Fund, including, but not limited to, 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 12
be provided and profits to be realized by NAMNuveen and its affiliates from the
relationship with the Fund;affiliates; (d) the extent to which economies of scale would be realized as the Fund grows;realized; and (e) whether fee levels reflect thesethose economies of scale for the benefit of Fundthe Fund’s investors. A. NATURE, EXTENT AND QUALITY OF SERVICESIn addition, as noted, the Board Members met regularly throughout the year to oversee the Funds. In evaluating the Original Investment Management Agreements, the Board Members also relied upon their knowledge of NAM, its services and the Funds resulting from their meetings and other interactions throughout the year. It is with this background that the Board Members considered each Original Investment Management Agreement.
| A. | Nature, Extent and Quality of Services |
In considering renewal of the Original Investment Management Agreements, the Board Members considered the nature, extent and quality of NAM's services, theNAM’s services. The Board Members reviewed information concerningmaterials outlining, among other things, Nuveen’s organization and business; 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 toof the Fund's Peer Group and, if available, recognized
benchmarks or, in certain cases, customized benchmarksapplicable Fund (as described in further detail in Section B below); information describing NAM's organization and its
various departments,any initiatives Nuveen had taken for the experience and responsibilities of key personnel, and
available resources. In the discussion of key personnel,municipal fund product line. As noted, 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, 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 already familiar with and continue to have a good understanding of the organization, operations and personnel of NAM.
NAM due to the Board Members’ experience in governing the respective Funds and working with NAM on matters relating to the Funds. With respect to personnel, the Board Members recognized NAM’s investment in additional qualified personnel throughout the various groups in the organization and recommended to NAM that it continue to review staffing needs as necessary. In addition, the Board Members reviewed materials describing the current status and, in particular, the developments in 2006 with respect to NAM’s investment process, investment strategies (including additional tools used in executing such strategies), personnel (including portfolio management and research teams), trading process, hedging activities, risk management operations (e.g., reviewing credit quality, duration limits, derivatives use, as applicable), and investment operations (such as enhancements to trading procedures, pricing procedures,
11
and client services). The Board Members recognized Nuveen’s investment of resources and efforts to continue to enhance and refine its investment process.
In addition to advisory services, the Independent Board Members considered the quality of the administrative orand non-advisory services provided. In this regard,provided by NAM and noted that NAM provides the FundFunds with such administrative and othera wide variety of 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, NAMFunds, including,
| • | product management; |
| • | fund administration; |
| • | oversight of shareholder services and other fund service providers; |
| • | administration of Board relations; |
| • | regulatory and portfolio compliance; and |
| • | legal support. |
As the Funds operate in a highly regulated industry and its
affiliates provide each Fund with a wide rangegiven the importance 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,compliance, the Board Members considered, in particular, NAM's
policiesNuveen’s compliance activities for the Funds and procedures for assuringenhancements thereto. In this regard, the Board Members recognized the quality of Nuveen’s compliance with applicable laws and
regulations in light of the new Securities and Exchange Commission regulations
governing compliance.team. The Board Members further noted NAM's focus on complianceNuveen’s negotiations with other service providers and its
compliance systems. In their review, the Board Members considered, among other
things, the additions of experienced personnelcorresponding reduction in certain service providers’ fees.
With respect to NAM's compliance group and
modifications and other enhancements to NAM's computer systems. Inclosed-end funds, in addition to the foregoing services, the Board Members also noted that NAM outsources certain services
that cannot be replicated without significant costs or at the same level of
expertise.
13
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
Independentincluding, in particular, its secondary market support activities. The Board Members determined that Nuveen'srecognized Nuveen’s continued 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 creationthrough a variety 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 effortsprograms designed to raise investor and analyst awareness and understanding of the closed-end funds. These efforts include:
| • | maintaining shareholder communications; |
| • | providing advertising for closed-end funds; |
| • | maintaining its closed-end fund website; |
| • | maintaining continual contact with financial advisers; |
| • | providing educational symposia; |
| • | conducting research with investors and financial analysis regarding closed-end funds; and |
| • | evaluating secondary market performance. |
With respect to services provided to municipal funds, such asFunds that utilize leverage through the Funds,issuance of Preferred Shares, the Board Members also noted Nuveen’s continued support for the holders of Preferred Shares by, 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.
things:
| • | maintaining an in-house trading desk; |
| • | maintaining a product manager for the Preferred Shares; |
| • | developing distribution for Preferred Shares with new market participants; |
| • | maintaining an orderly auction process; |
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| • | managing leverage and risk management of leverage; and |
| • | maintaining systems necessary to test compliance with rating agency criteria. |
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 respective Funds under the Original Investment Management Agreements were of a high level and were quite
satisfactory.
B. THE INVESTMENT PERFORMANCE OF THE FUND AND ADVISER
As previously noted,
| B. | The Investment Performance of the Funds and NAM |
The Board considered the Board received a myriad ofinvestment performance information
regardingfor each Fund, and its Peer Group. Among other things,including the Board received
materials reflecting a Fund'sFund’s historic performance the Fund's performance
compared to its Peer Group and, if available,as well as its performance compared to recognized and,funds with similar investment objectives (the “Performance Peer Group”) based on data provided by an independent third party (as described below). The Board Members also reviewed portfolio level performance against customized benchmarks, as described in certain cases, customized benchmarks. Further infurther detail below.
In evaluating the performance information, in certain limited instances, the Board Members noted that the closest Performance Peer Group for a Fund still wouldmay not adequately reflect such Fund'sFund’s investment objectives and strategies, thereby limiting the usefulness of the comparisons of such Fund'sFund’s performance with that of the Performance Peer Group.
For
With respect to state specific 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 unaffiliatedBoard Members also recognized that certain 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 state specific Performance Peer Group in which case their performance is measured against a state-specificmore general municipal index compiled by an independent third party. Such indices measure
bond performance rather than fund
14
performance. Thecategory for various states. Funds that utilize such indicesdo not have corresponding state-specific Performance Peer Groups are from Connecticut, Georgia,
Maryland, Missouri, North Carolina, Texasstates other than New York, California, Florida, New Jersey, Michigan, and Virginia.Pennsylvania. However, with respect to Funds based in Florida, New Jersey, Michigan and Pennsylvania, the peer group may be so small or the Nuveen Funds may dominate the category to such an extent that performance information for such Funds was also compared to a more general category for all states (other than New York and California).
The Board Members reviewed performance information including, among other things, total return information compared with the Fund’s Performance Peer Group for the one-, three- and five-year periods (as applicable) ending December 31, 2006. The Board Members also reviewed the Fund’s portfolio level performance (which does not reflect fund level fees and expenses, and leverage) compared to customized portfolio-level benchmarks for the one- and three-year periods ending December 31, 2006 (as applicable). The analysis was used to assess the efficacy of investment decisions against appropriate measures of risk and total return, within specific market segments. This information supplemented the Fund performance information provided to the Board at each of its quarterly meetings. Based on their review, the Board Members considered the respective Fund's absolute and relativedetermined that each Fund’s investment performance over time had been satisfactory.
C. FEES, EXPENSES AND PROFITABILITY
FEES AND EXPENSES. satisfactory, subject to the following. With respect to various municipal closed-end funds, the Board Members noted relative total return underperformance in recent years compared to peers. The Board Members reviewed materials and discussed with NAM the factors contributing to the shift in performance including, among other things, the degree of risk undertaken by peers compared to the Funds (such as through the increased use of leverage or taking concentrated positions in high risk credits). In addition, the Board Members also considered a Fund’s dividend performance and the extent of any secondary market discounts. The Board Members noted NAM’s efforts to evaluate the factors affecting performance and determine whether modification to a
13
Fund’s investment strategy is necessary or appropriate, and concluded they were satisfied with the steps being taken.
| C. | Fees, Expenses and Profitability |
1. Fees and Expenses
In evaluating the management fees and expenses thatof a Fund, is
expected to bear, the Board Members consideredreviewed, among other things, the Fund's currentFund’s advisory fees (net and gross management fee
structurefees) and the Fund's expectedtotal expense ratios (before and after expense reimbursementsand/or waivers) in absolute terms as well as compared withcomparisons to 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(before waivers), net management fees (after breakpoints
and reimbursements and fee waivers) and total expense ratios (before and after waivers) with those of the unaffiliatedcomparable funds in the Peer GroupUniverse and peer
averages.the Peer Group. In this regard,reviewing the fee schedule for a Fund, 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 byconsidered the fund-level and complex-wide breakpoint schedules (described in further detail below) and theany fee waivers and reimbursements provided by Nuveen (applicable, in particular, for certain Funds launched since 1999.1999). The complex-wide breakpoint schedule was institutedBoard Members further reviewed data regarding the construction of Peer Groups as well as the methods of measurement for the fee and expense analysis and the performance analysis. In certain cases, due to the small number of peers in 2004the Peer Universe, the Peer Universe and is
describedPeer Group had significant overlap or even consisted entirely of the same unaffiliated funds. In reviewing the comparison of fee and expense information, the Board Members recognized that in further detail belowcertain cases, the Fund size relative to peers, the small size and odd composition of the Peer Group (including differences in Section D entitled "Economiesobjectives and strategies), expense anomalies, timing of Scale and
Whether Fee Levels Reflect these Economiesinformation used or other factors impacting the comparisons thereby limited some of Scale." Inthe usefulness of the comparative data. The Board Members also considered the differences in the use of leverage. Based on 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'sFund’s net total expense ratio was within an acceptable range compared to such peers.
COMPARISONS WITH THE FEES OF OTHER CLIENTS.
2. Comparisons with the Fees of Other Clients
The Board Members further comparedreviewed data comparing the advisory fees of NAM to thewith fees NAM assessed forcharges to other types of clients investing in
municipal funds (such as municipal managed accounts).clients. With respect to municipal funds, such other clients include NAM’s municipal separately managed accounts,accounts. In general, the advisory fees charged for suchseparate accounts are generallysomewhat lower than those chargedthe advisory fees assessed to the comparable Fund.Funds. The Board Members noted,
however,considered the additional services that are provided anddifferences in 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 Fundsproduct types, including, but not limited to, preparing shareholder reports; providing daily
accounting; preparing quarterly financial statements; overseeingthe services provided, the structure and coordinating the activities of other service providers; administeringoperations, product distribution 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,costs thereof, portfolio investment policies, investor profiles, account sizes and account sizes. Accordingly,regulatory requirements. The Board Members noted, in particular, that the range of services provided to the Funds (as discussed above) is much more extensive than that provided to separately managed accounts. As described in further detail above, such additional services include, but are not limited to: product management, fund administration, oversight of third party service providers, administration of Board relations, and legal support. The Board Members noted that the Funds operate in a highly regulated industry requiring extensive compliance functions compared to other investment products. Given the inherent differences in the products, particularly the extensive services provided to the Funds, the Board Members believe thatsuch facts justify the nature and
numberdifferent levels of services provided to operate a Fund merit the higher fees than those
to separate managed accounts.
15
PROFITABILITY OF ADVISER. fees.
14
3. Profitability of Nuveen
In conjunction with its review of fees, the Board Members also considered NAM's profitability.the profitability of Nuveen for its advisory activities (which incorporated Nuveen’s wholly-owned affiliated sub-advisers) and its financial condition. The Board Members reviewed NAM'sthe revenues and expenses andof Nuveen’s advisory activities for the last three years, the allocation methodology used in preparing the profitability margins (on both a pre-tax and after-tax
basis). In reviewing profitability,data as well as the 2006 Annual Report for Nuveen. The Board Members recognized that onenoted this information supplemented the profitability information requested and received during the year to help keep them apprised of the
most difficult issuesdevelopments affecting profitability (such as changes in determining profitability is establishing a method of
allocating expenses. Accordingly, the Board Members reviewed NAM's assumptionsfee waivers and methodology of allocating expenses.expense reimbursement commitments). In this regard, the methods of
allocation used appeared reasonable but the Board Members noted the inherent limitations
in allocating costs among various advisory products.enhanced dialogue and information regarding profitability with NAM during the year, including more frequent meetings and updates from Nuveen’s corporate finance group. The Board Members also recognized that individualreviewed data comparing Nuveen’s profitability with other 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 compiledsponsors prepared by three independent third-partythird party service providers. The Board Members also reviewedproviders as well as comparisons of the revenues, expenses and profit margins of various unaffiliated advisorymanagement firms with similar amounts of assets under management prepared by Nuveen.
In reviewing profitability, the Board Members recognized the subjective nature of determining profitability which may be affected by numerous factors, including the allocation of expenses. Further, the Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations.
Notwithstanding the foregoing, the Board Members reviewed Nuveen’s methodology and assumptions for allocating expenses across product lines to determine profitability. Last year, the Board Members also designated an Independent Board Member as a point person for the lastBoard to review the methodology determinations during the year prepared by
NAM.and any refinements thereto, which relevant information produced from such process was reported to the full Board. In reviewing profitability, the Board Members recognized Nuveen’s increased investment into its fund business. Based on theirits review, the Board Members concluded that they were satisfied that NAM'sNuveen’s level of profitability fromfor its relationship with each Fundadvisory activities was reasonable in light of the services provided.
In evaluating the reasonableness of the compensation, the Board Members also considered any other revenuesamounts paid to NAM by the Funds as well as any indirect benefits (such as soft dollar arrangements, if any) NAM and its affiliates receive, or are expected to receive, that are directly attributable to theirthe management of the Funds, if any. See Section E below for additional information.information on indirect benefits NAM may receive as a result of its relationship with the Funds. Based on their review of the overall fee arrangements of the applicableeach 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,
| D. | Economies of Scale and Whether Fee Levels Reflect These Economies of Scale |
With respect to economies of scale, the Board Members have long understoodrecognized the potential benefits of economies of scale asresulting from the assetscosts of a fund grows and have sought toFund being spread over a larger asset base. To help ensure thatthe shareholders share in these benefits. One method for shareholders to
share in economies of scale is to includebenefits, the Board Members reviewed and considered the breakpoints in the advisory fee schedules that reduce fees as fund assets grow. Accordingly,advisory fees. In addition to advisory fee
15
breakpoints, 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 2004also approved a complex-wide fee arrangement pursuantin 2004. Pursuant to whichthe complex-wide fee arrangement, the 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,noted that the historic
and expectedlast complex-wide asset level breakpoint for the complex-wide fee savings to shareholders as assets grow, the amount of fee
reductionsschedule was at various asset levels,$91 billion and that the arrangement would extendBoard Members anticipated further reviewand/or negotiations prior to all
funds inthe assets of 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.complex reaching such threshold. Based on their review, the Board Members concluded that the breakpoint schedule and complex-wide fee arrangement 16
currently waswere acceptable and desirable in providing benefits from economies of scale to shareholders.
E. INDIRECT BENEFITS
shareholders, subject to further evaluation of the complex-wide fee schedule as assets in the complex increase.
| 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,closed-end funds, the Board Members considered revenues received by Nuveenaffiliates of NAM for serving as agent for broker-dealers at itsNuveen’s preferred trading desk and for actingserving as a co-manager in the initial public offering of new closed-end exchange-tradedexchange traded funds.
F. OTHER CONSIDERATIONS
Nuveen, until recently, was
In addition to the above, the Board Members considered whether NAM received any benefits from soft dollar arrangements whereby 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
assignmentportion of the advisory agreement withcommissions paid by a Fund for brokerage may be used to acquire research that may be useful to NAM in managing the assets of the Funds and the automatic termination of
such agreement. Accordingly,other clients. With respect to NAM, 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 termsMembers noted that NAM does not currently have any soft dollar arrangements; however, to the existing Investment Management
Agreement,extent certain bona fide agency transactions that occur on markets that traditionally trade on a principal basis and riskless principal transactions are considered as generating “commissions,” NAM intends to take effect aftercomply with the change of control has occurred and the
contract has been approved by Fund shareholders. In itsapplicable safe harbor provisions.
Based on their 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, ifMembers concluded that any on
the operations and organizational structure of NAM; the possibleindirect 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 providedreceived by NAM as a result of its relationship with the terms of the
Investment Management Agreement, including the fees thereunder,Funds were reasonable 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
within acceptable parameters.
| F. | Other Considerations |
The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including a majority ofthe Independent Board Members, unanimously concluded that the terms of the Original Investment Management Agreements wereare fair and reasonable, that the respective Fund Adviser'sNAM’s fees are reasonable in light of the services provided to each Fund and that the renewal of the Original Investment Management Agreements should be approved.
| II. | Approval of the New Investment Management Agreements |
Following the May Meeting, the Board Members were advised of the potential Transaction. As noted above, the completion of the Transaction would terminate each of the Original Investment Management Agreements. Accordingly, at a meeting held on July 31, 2007 (the “July Meeting”), the Board of each Fund, including the Independent Board Members, unanimously approved the New Investment Management Agreement on behalf of each Fund. Leading up to the July Meeting, the Board Members had several meetings and deliberations
16
with and without Nuveen management present, and with the advice of legal counsel, regarding the proposed Transaction as outlined below.
On June 8, 2007, the Board Members held a special telephonic meeting to discuss the proposed Transaction. At that meeting, the Board Members established a special ad hoc committee comprised solely of Independent Board Members to focus on the Transaction and to keep the Independent Board Members updated with developments regarding the Transaction. On June 15, 2007, the ad hoc committee met with representatives of NAM to discuss modifications to the complex-wide fee schedule that would generate additional fee savings at specified levels of complex-wide asset growth (as set forth in Appendix D). On June 15, 2007, the ad hoc committee also discussed the Transaction with representatives of Nuveen at a telephonic meeting. Following the foregoing meetings and several subsequent telephonic conferences among Independent Board Members and independent counsel, and between Independent Board Members and representatives of Nuveen, the Board met on June 18, 2007 to further discuss the proposed Transaction. Immediately prior to and then again during the June 18, 2007 meeting, the Independent Board Members met privately with their independent legal counsel. At that meeting, the Board met with representatives of MDP, of Goldman Sachs, Nuveen’s financial adviser in the Transaction, and of the Nuveen Board to discuss, among other things, the history and structure of MDP, the terms of the proposed Transaction (including the financing terms), and MDP’s general plans and intentions with respect to Nuveen (including with respect to management, employees, and future growth prospects). On July 9, 2007, the Board also met to be updated on the Transaction as part of a special telephonic meeting. The Board Members were further updated at a special in-person board meeting held on July 19, 2007 (one Independent Board Member participated telephonically). Subsequently, on July 27, 2007, the ad hoc committee held a telephonic conference with representatives of Nuveen and MDP to further discuss, among other things, the Transaction, the financing of the Transaction, retention and incentive plans for key employees, the effect of regulatory restrictions on transactions with affiliates after the Transaction, and current market conditions and their impact on the Transaction.
In connection with their review of the New Investment Management Agreements, the Independent Board Members, through their independent legal counsel, also requested in writing and received additional information regarding the proposed Transaction and its impact on the provision of services by NAM and its affiliates.
The Independent Board Members received, well in advance of the July Meeting, materials which outlined, among other things:
| • | the structure and terms of the Transaction, including MDP’s co-investor entities and their expected ownership interests and the financing arrangements that will exist for Nuveen following the closing of the Transaction; |
| • | the strategic plan for Nuveen following the Transaction; |
| • | the governance structure for Nuveen following the Transaction; |
| • | any anticipated changes in the operations of the Nuveen Funds following the Transaction, including changes to NAM’s and Nuveen’s day-to-day management, infrastructure and ability to provide advisory, distribution or other applicable services to the Funds; |
17
| • | any changes to senior management or key personnel who work on Fund related matters (including portfolio management, investment oversight, and legal/compliance) and any retention or incentive arrangements for such persons; |
| • | any anticipated effect on each Fund’s expense ratio (including advisory fees) following the Transaction; |
| • | any benefits or undue burdens imposed on the Funds as a result of the Transaction; |
| • | any legal issues for the Funds as a result of the Transaction; |
| • | the nature, quality and extent of services expected to be provided to the Funds following the Transaction, changes to any existing services and policies affecting the Funds, and cost-cutting efforts, if any, that may impact such services or policies; |
| • | any conflicts of interest that may arise for Nuveen or MDP with respect to the Funds; |
| • | the costs associated with obtaining necessary shareholder approvals, and who would bear those costs; and |
| • | from legal counsel, a memorandum describing the applicable laws, regulations and duties in approving advisory contracts, including, in particular, with respect to a change of control. |
Immediately preceding the July Meeting, representatives of MDP met with the Board to further respond to questions regarding the Transaction. After the meeting with MDP, the Independent Board Members met with independent legal counsel in executive session. At the July Meeting, Nuveen also made a presentation and responded to questions. Following the presentations and discussions of the materials presented to the Board, the Independent Board Members met again in executive session with their counsel. As outlined in more detail below, the Independent Board Members considered all factors they believed relevant with respect to each Fund, including the impact that the Transaction could be expected to have on the following: (a) the nature, extent and quality of services to be provided; (b) the investment performance of the Funds; (c) the costs of the services and profits to be realized by Nuveen and its affiliate; (d) the extent to which economies of scale would be realized; and (e) whether fee levels reflect those economies of scale for the benefit of investors. As noted above, the Board Members had recently completed their annual review of the Original Investment Management Agreements at the May Meeting and many of the factors considered at the annual review were applicable to their evaluation of the New Investment Management Agreements. Accordingly, in evaluating the New Investment Management Agreements, the Board Members relied upon their knowledge and experience with NAM and considered the information received and their evaluations and conclusions drawn at the annual review. The Independent Board Members evaluated all information available to them on aFund-by-Fund basis, and their determinations were made separately in respect of each Fund.
| A. | Nature, Extent and Quality of Services |
In evaluating the nature, quality and extent of the services expected to be provided by NAM under the New Investment Management Agreements, the Independent Board Members considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of NAM; the potential implications of regulatory restrictions on the Funds following the Transaction; the ability of NAM and its
18
affiliates to perform their duties after the Transaction; and any anticipated changes to the current investment and other practices of the Funds.
The Board noted that the terms of each New Investment Management Agreement, including fees payable thereunder, are substantially identical to those of the Original Investment Management Agreement relating to the same Fund (with both reflecting reductions to fee levels in the complex-wide fee schedule for complex-wide assets in excess of $80 billion that became effective on August 20, 2007). The Board considered that the services to be provided and the standard of care under the New Investment Management Agreements are the same as the Original Investment Management Agreements. The Board Members further noted that key personnel who have responsibility for the Funds in each area, including portfolio management, investment oversight, fund management, fund operations, product management, legal/compliance and board support functions, are expected to be the same following the Transaction. The Board Members considered and are familiar with the qualifications, skills and experience of such personnel. The Board also considered certain information regarding anticipated retention or incentive plans designed to retain key personnel. Further, the Board Members noted that no changes to Nuveen’s infrastructure or operations as a result of the Transaction were anticipated other than potential enhancements as a result of an expected increase in the level of investment in such infrastructure and personnel. The Board noted MDP’s representations that it does not plan to have a direct role in the management of Nuveen, appointing new management personnel, or directly impacting individual staffing decisions. The Board Members also noted that there were not any planned “cost cutting” measures that could be expected to reduce the nature, extent, or quality of services. After consideration of the foregoing, the Board Members concluded that no diminution in the nature, quality and extent of services provided to the Funds and their shareholders is expected.
In addition to the above, the Board Members considered potential changes in the operations of each Fund. In this regard, the Board Members considered the potential effect of regulatory restrictions on the Funds’ transactions with future affiliated persons. During their deliberations, it was noted that, after the Transaction, a subsidiary of Merrill Lynch is expected to have an ownership interest in Nuveen at a level that will make Merrill Lynch an affiliated person of Nuveen. The Board Members recognized that applicable law would generally prohibit the Funds from engaging in securities transactions with Merrill Lynch as principal, and would also impose restrictions on using Merrill Lynch for agency transactions. They recognized that having MDP and Merrill Lynch as affiliates may restrict the Funds’ ability to invest in securities of issuers controlled by MDP or issued by Merrill Lynch and its affiliates even if not bought directly from MDP or Merrill Lynch as principal. They also recognized that various regulations may require the Funds to apply investment limitations on a combined basis with affiliates of Merrill Lynch. The Board Members considered information provided by NAM regarding the potential impact on the Funds’ operations as a result of these regulatory restrictions. The Board Members considered, in particular, the Funds that may be impacted most by the restricted access to Merrill Lynch, including: municipal funds (particularly certain state-specific funds), senior loan funds, taxable fixed income funds, preferred security funds and funds that heavily use derivatives. The Board Members considered such Funds’ historic use of Merrill Lynch as principal in their transactions and information provided by NAM regarding the expected impact resulting from MDP’s or Merrill Lynch’s affiliation with Nuveen and available measures that could be taken to minimize such impact. NAM informed the Board Members, although difficult to determine with certainty, that its management did not believe that Merrill Lynch’s status as
19
an affiliate of Nuveen would have a material adverse effect on any Fund’s ability to pursue its investment objectives and policies.
In addition to the regulatory restrictions considered by the Board, the Board Members also considered potential conflicts of interest that could arise between the Funds and various parties to the Transaction and discussed possible ways of addressing such conflicts.
Based on its review along with its considerations regarding services at the annual review at the May Meeting, the Board concluded that the Transaction was not expected to adversely affect the nature, quality or extent of services provided by NAM and that the expected nature, quality and extent of such services supported approval of the New Investment Management Agreements.
| B. | Performance of the Funds |
With respect to the performance of the Funds, the Board considered that the portfolio management personnel responsible for the management of the Funds’ portfolios were expected to continue to manage the portfolios following the completion of the Transaction.
In addition, the Board Members recently reviewed Fund performance at the May Meeting as described above and determined that Fund performance was satisfactory or better, subject to the following. With respect to certain municipal closed-end funds with relative short-term underperformance, the Board Members concluded NAM was taking steps to evaluate the factors affecting performance and those steps would continue following the Transaction. Further, the investment policies and strategies were not expected to change as a result of the Transaction.
In light of the foregoing factors, along with the prior findings regarding performance at the annual review, the Board concluded that its findings with respect to performance supported approval of the New Investment Management Agreements.
| C. | Fees, Expenses and Profitability |
As described in more detail above, during the annual review the Board Members considered, among other things, the management fees and expenses of the Funds, the breakpoint schedules, and comparisons of such fees and expenses with peers. At the annual review, the Board Members determined that the Fund’s advisory fees and expenses were reasonable. In evaluating the costs of services to be provided by NAM under the New Investment Management Agreements and the profitability of Nuveen for its advisory activities, the Board Members considered their prior conclusions at the annual review and whether the management fees or other expenses would change as a result of the Transaction. As described above, the investment management fee is composed of two components — a fund-level component and complex-wide level component. The fee schedule under the New Investment Management Agreements to be paid to NAM is identical to that under the Original Investment Management Agreements, including the modified complex-wide fee schedule. As noted above, the Board recently approved a modified complex-wide fee schedule that would generate additional fee savings on complex-wide assets above $80 billion. See Appendix D for both the prior and the new complex-wide fee schedule. The modifications have an effective date of August 20, 2007 and are part of the Original Investment Agreements. Accordingly, the terms of the complex-
20
wide component under the New Investment Management Agreements are the same as under the Original Investment Management Agreements. The Board Members also noted that Nuveen has committed for a period of two years from the date of closing of the Transaction that it will not increase gross management fees for any Fund and will not reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels. Based on the information provided, the Board Members did not expect that overall Fund expenses would increase as a result of the Transaction. In addition, the Board Members considered that additional fund launches were anticipated after the Transaction which would result in an increase in total assets under management in the complex and a corresponding decrease in overall management fees under the complex-wide fee schedule. Taking into consideration the Board’s prior evaluation of fees and expenses at the annual renewal, and the modification to the complex-wide fee schedule, the Board determined that the management fees and expenses were reasonable.
While it is difficult to predict with any degree of certainty the impact of the Transaction on Nuveen’s profitability, at the recent annual review, the Board Members were satisfied that Nuveen’s level of profitability for its advisory activities was reasonable. During the year, the Board Members had noted the enhanced dialogue regarding profitability and the appointment of an Independent Board Member as a point person to review methodology determinations and refinements in calculating profitability. Given their considerations at the annual review and the modifications to the complex-wide fee schedule, the Board Members were satisfied that Nuveen’s level of profitability for its advisory activities continues to be reasonable.
| D. | Economies of Scale and Whether Fee Levels Reflect These Economies of Scale |
The Board Members have been cognizant of economies of scale and the potential benefits resulting from the costs of a Fund being spread over a larger asset base. To help ensure that shareholders share in the benefits derived from economies of scale, the Board adopted the complex-wide fee arrangement in 2004. At the May Meeting, the Board Members reviewed the complex-wide fee arrangements and noted that additional negotiations may be necessary or appropriate as the assets in the complex approached the $91 billion threshold. In light of this assessment coupled with the upcoming Transaction, at the June 15, 2007 meeting, the ad hoc committee met with representatives of Nuveen to further discuss modifications to the complex-wide fee schedule that would generate additional savings for shareholders as the assets of the complex grow. The proposed terms for the complex-wide fee schedule is expressed in terms of targeted cumulative savings at specified levels of complex-wide assets, rather than in terms of targeted marginal complex-wide fee rates. Under the modified schedule, the schedule would generate additional fee savings beginning at complex-wide assets of $80 billion in order to achieve targeted cumulative annual savings at $91 billion of $28 million on a complex-wide level (approximately $0.6 million higher than those generated under the then current schedule) and generate additional fee savings for asset growth above complex-wide assets of $91 billion in order to achieve targeted annual savings at $125 billion of assets of approximately $50 million on a complex-wide level (approximately $2.2 million higher annually than that generated under the then current schedule). At the July Meeting, the Board approved the modified complex-wide fee schedule for the Original Investment Management Agreements and these same terms will apply to the New Investment Management Agreements. Accordingly, the Board Members believe that the breakpoint schedules and revised complex-wide fee schedule
21
are appropriate and desirable in ensuring that shareholders participate in the benefits derived from economies of scale.
| E. | Indirect Benefits |
During their recent annual review, the Board Members considered any indirect benefits that NAM may receive as a result of its relationship with the Funds, as described above. As the policies and operations of Nuveen are not anticipated to change significantly after the Transaction, such indirect benefits should remain after the Transaction. The Board Members further considered any additional indirect benefits to be received by NAM or its affiliates after the Transaction. The Board Members noted that other than benefits from its ownership interest in Nuveen and indirect benefits from fee revenues paid by the Funds under the management agreements and other Board-approved relationships, it was currently not expected that MDP or its affiliates would derive any benefit from the Funds as a result of the Transaction or transact any business with or on behalf of the Funds (other than perhaps potential Fund acquisitions, in secondary market transactions, of securities issued by MDP portfolio companies); or that Merrill Lynch or its affiliates would derive any benefits from the Funds as a result of the Transaction (noting that, indeed, Merrill Lynch would stand to experience the discontinuation of principal transaction activity with the Funds and likely would experience a noticeable reduction in the volume of agency transactions with the Funds).
| F. | Other Considerations |
In addition to the factors above, the Board Members also considered the following with respect to the Funds:
| • | Nuveen would rely on the provisions of Section 15(f) of the 1940 Act (as described above). In this regard, to help ensure that an unfair burden is not imposed on the Funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction (i) not to increase gross management fees for any Fund; (ii) not to reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels during that period; (iii) that no Fund whose portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a broker with respect to portfolio transactions done on an agency basis, except as may be approved in the future by the Compliance Committee of the Board; and (iv) that NAM shall not cause the Funds and other municipal funds that NAM manages, as a whole, to enter into portfolio transactions with or through the other minority owners of Nuveen, on either a principal or agency basis, to a significantly greater extent than both what one would expect an investment team to use such firm in the normal course of business, and what NAM has historically done, without prior Board or Compliance Committee approval (excluding the impact of proportionally increasing the use of such other “minority owners” to fill the void necessitated by not being able to use Merrill Lynch). |
| • | The Funds would not incur any costs in seeking the necessary shareholder approvals for the New Investment Management Agreements (except for costs attributed to seeking shareholder approvals of Fund specific matters unrelated to the Transaction, such as approval of Board Members or changes to investment policies in which case a portion of such costs will be borne by the applicable Funds). |
22
| • | The reputation, financial strength and resources of MDP. |
| • | The long-term investment philosophy of MDP and anticipated plans to grow Nuveen’s business to the benefit of these Funds. |
| • | The benefits to the Funds as a result of the Transaction including: (i) as a private company, Nuveen may have more flexibility in making additional investments in its business; (ii) as a private company, Nuveen may be better able to structure compensation packages to attract and retain talented personnel; (iii) as certain of Nuveen’s distribution partners are expected to be equity or debt investors in Nuveen, Nuveen may be able to take advantage of new or enhanced distribution arrangements with such partners; and (iv) MDP’s experience, capabilities and resources that may help Nuveen identify and acquire investment teams or firms and finance such acquisitions. |
| • | The historic premium and discount levels at which the shares of the Funds have traded at specified dates with particular focus on the premiums and discounts after the announcement of the Transaction, taking into consideration recent market conditions and steps or initiatives considered or undertaken by NAM to address discount levels. |
| G. | Conclusion |
The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of the New Investment Management Agreements are fair and reasonable, that the fees therein are reasonable in light of the services to be provided to each Fund and that the New Investment Management Agreements should be approved and thatrecommended to shareholders.
| III. | Approval of Interim Contracts |
As noted above, at the new,
post-changeJuly Meeting, the Board Members, including the Independent Board Members, unanimously approved Interim Investment Management Agreements. If necessary to ensure continuity of control NAMadvisory services, the Interim Investment Management Agreements will take effect upon the closing of the Transaction if shareholders have not yet approved the Investment Management Agreement. The terms of each Interim Investment Management Agreement are substantially identical to those of the corresponding Original Investment Management Agreement and New Investment Management Agreement, respectively, except for the term and escrow provisions described above. In light of the foregoing, the Board Members, including the Independent Board Members, unanimously determined that the scope and quality of services to be approvedprovided to the Funds under the respective Interim Investment Management Agreement are at least equivalent to the scope and recommended to shareholders.
INFORMATION ABOUT THE ADVISER
quality of services provided under the applicable Original Investment Management Agreement.
Information about the Adviser
NAM, a registered investment adviser, is a wholly-owned subsidiary of Nuveen. Founded in 1898, Nuveen and its affiliates had approximately $$172 billion in assets under management as of , 2005.June 30, 2007. Nuveen is currently a publicly traded company and, until the consummation of the Sale,company. Nuveen is a majority owned subsidiary
of St. Paul Travelers, 385 Washington Street, St. Paul, Minnesota 55102. Nuveen
iscurrently listed on the New York Stock Exchange and trades under the symbol "JNC."
“JNC.”
23
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.
Tim Schwertfeger, Chairman of the Board, Member Schwertfeger sold shares of Class A Stockstock of Nuveen and purchased shares of Class stock of Nuveen on the New York Stock Exchange since JuneSeptember 1, 2003.2005. Mr. Schwertfeger received $ in exchange for his shares of Nuveen sold.
SHAREHOLDER APPROVAL
Mr. Schwertfeger is currently a Director and Non-Executive Chairman of Nuveen. Prior to July 1, 2007, he was Chairman and CEO of Nuveen. In addition to his interests as a stockholder of Nuveen, Mr. Schwertfeger has interests in the Transaction. As a result of the Transaction, Mr. Schwertfeger’s outstanding options to acquire shares of Nuveen common stock under various Nuveen stock option plans will be cashed out and his outstanding shares of restricted stock (and deferred restricted stock) granted under Nuveen’s equity incentive plans will become fully vested and will be converted into the right to receive a cash payment. Based on the number of options and shares of restricted stock held by Mr. Schwertfeger as of July 19, 2007, without regard to any deductions for withholding taxes, his options and restricted stock are valued at $118,621,561.61 and $29,405,661.18, respectively.
Mr. Schwertfeger has an employment agreement with Nuveen which provides for certain payments to Mr. Schwertfeger if his employment is terminated under the circumstances described in such agreement. The appointment of another individual to serve as Chief Executive Officer of Nuveen effective July 1, 2007 gives Mr. Schwertfeger a basis to terminate his employment agreement and the right to receive the payments described therein. Windy City and Mr. Schwertfeger have informed Nuveen that they have reached an agreement in principle under which Mr. Schwertfeger would waive his rights to terminate his employment agreement and Windy City would permit Mr. Schwertfeger to purchase equity of Windy City after the Transaction.
If Mr. Schwertfeger’s employment were to be terminated immediately following the completion of the Transaction and assuming that the Transaction were to be completed on October 1, 2007, he would be entitled to severance payments totaling $54,908,238.
If Mr. Schwertfeger were to retire on October 1, 2007, under Nuveen’s Retirement Plan and Excess Benefit Retirement Plan, the present value of his early retirement benefits would be $4,691,653.
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“vote of a majority of the outstanding voting securities"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 present at the 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
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submit the Fund'sFund’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
The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT.
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ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
approval of the New Investment Management Agreement.
| 2. | Election of Board Members |
Pursuant to the organizational documents of each Fund, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For each Fund, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified.
For each Fund:
| a. | two (2) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Stockdale and Stone have been designated as Class I Board Members, and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Hunter and Kundert are current and continuing Board Members. Board Members Hunter and Kundert have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2008 or until their successors have been duly elected and qualified. Board Members Bremner and Evans have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2009 or until their successors have been duly elected and qualified. |
| b. | two (2) Board Members are to be elected by holders of Preferred Shares, each series voting together as a single class. Board Members Schneider and Schwertfeger are nominees for election by holders of Preferred Shares for a term expiring at the next annual meeting or until their successors have been duly elected and qualified. |
For each Fund, the affirmative vote of a plurality of the shares present and entitled to vote at the Meeting will be required to elect the Board Members of that Fund.
It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed in the table below unless the proxy is marked otherwise.
Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Fund’s present Board.
All of the Board Member nominees were last elected to each Fund’s Board at the annual meeting of shareholders held on October 4, 2006, with the exception of Ms. Stone. In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone is presented in this Joint Proxy Statement as a nominee for election by shareholders and was
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recommended to the nominating and governance committee of each Fund’s Board by a third party search firm who received Ms. Stone’s name from an Independent Board Member (as defined below).
Other than Mr. Schwertfeger, all Board Member nominees are not “interested persons,” as defined in the 1940 Act, of the Funds or the Adviser and have never been an employee or director of Nuveen, the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”
The Board unanimously recommends that shareholders vote FOR the election of the nominees named below.
Board Nominees/Board Members
| Number of | ||||||||||||
| Portfolios | ||||||||||||
| in Fund | Other | |||||||||||
| Complex | Director- | |||||||||||
| Position(s) | Term of Office | Overseen | ships Held | |||||||||
| Name, Address | Held with | and Length | Principal Occupation(s) | by Board | by Board | |||||||
| and Birth Date | Fund | of Time Served(1) | During Past 5 Years | Member | Member | |||||||
Nominees/Board Members who are not interested persons of the Fund | ||||||||||||
| Robert P. Bremner c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (8/22/40) | Board Member; Lead Independent Director | Term: Class III Board Member until 2009 Length of Service: Since 1996; Lead Independent Director Since 2005 | Private Investor and Management Consultant. | 176 | N/A | |||||||
| Jack B. Evans c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (10/22/48) | Board Member | Term: Class III Board Member until 2009 Length of Service: Since 1999 | President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Vice Chairman, United Fire Group, a publicly held company; Member of the Board of Regents for the State of Iowa University System; Director, Gazette Companies; Life Trustee of Coe College and Iowa College Foundation; Member of the Advisory Council of the Department of Finance in the Tippie College of Business, University of Iowa; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. | 176 | See Principal Occupation Description | |||||||
| William C. Hunter c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (3/6/48) | Board Member | Term: Class II Board Member until 2008 Length of Service: Since 2004 | Dean, Tippie College of Business, University of Iowa (since July 2006); Director, Credit Research Center at Georgetown University; Director (since 2004) of Xerox Corporation, a publicly held company; formerly,(2003-2006), Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut; formerly, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995 — 2003); formerly, Director, SS&C Technologies, Inc. (May 2005-October 2005). | 176 | See Principal Occupation Description | |||||||
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| Number of | ||||||||||||
| Portfolios | ||||||||||||
| in Fund | Other | |||||||||||
| Complex | Director- | |||||||||||
| Position(s) | Term of Office | Overseen | ships Held | |||||||||
| Name, Address | Held with | and Length | Principal Occupation(s) | by Board | by Board | |||||||
| and Birth Date | Fund | of Time Served(1) | During Past 5 Years | Member | Member | |||||||
| David J. Kundert c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (10/28/42) | Board Member | Term: Class II Board Member until 2008 Length of Service: Since 2005 | Director, Northwestern Mutual Wealth Management Company; retired (2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Board of Regents, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors, Milwaukee Repertory Theater. | 174 | See Principal Occupation Description | |||||||
| William J. Schneider c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (9/24/44) | Board Member | Term: Annual Length of Service: Since 1996 | Chairman, Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; formerly, Vice President, Miller-Valentine Realty; 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; Vice President of the Dayton Philharmonic Orchestra Association; Board Member, Regional Leaders Forum which promotes cooperation on economic development issues; formerly, Director, Dayton Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio and Business Advisory Council, Cleveland Federal Reserve Bank. | 176 | See Principal Occupation Description | |||||||
| Judith M. Stockdale c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (12/29/47) | Board Member | Term: Class I Board Member until 2010 Length of Service: Since 1997 | Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (from 1990 to 1994). | 176 | N/A | |||||||
| Carole E. Stone c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (6/28/47) | Board Member | Term: Class I Board Member until 2010 Length of Service: Since 2007 | Director, Chicago Board Options Exchange (since 2006); Chair, New York Racing Association Oversight Board (since 2005); Commissioner, NYSE Commission on Public Authority Reform (since 2005); formerly Director, New York State Division of the Budget(2000-2004), Chair, Public Authorities Control Board(2000-2004) and Director, Local Government Assistance Corporation(2000-2004). | 176 | See Principal Occupation Description | |||||||
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| Number of | ||||||||||||
| Portfolios | ||||||||||||
| in Fund | Other | |||||||||||
| Complex | Director- | |||||||||||
| Position(s) | Term of Office | Overseen | ships Held | |||||||||
| Name, Address | Held with | and Length | Principal Occupation(s) | by Board | by Board | |||||||
| and Birth Date | Fund | of Time Served(1) | During Past 5 Years | Member | Member | |||||||
Nominee who is an interested person of the Fund | ||||||||||||
| Timothy R. Schwertfeger(2) 333 West Wacker Drive Chicago, IL 60606 (3/28/49) | Chairman of the Board and Board Member | Term: Annual Length of Service: Since 1996 | Director (since 1996) and Non-Executive Chairman (since July 1, 2007), formerly, Chairman (1996 — June 30, 2007) of Nuveen Investments, Inc. and Nuveen Investments, LLC; Chairman and Director (since 1997) of Nuveen Asset Management; Chairman and Director (since 1999) of Rittenhouse Asset Management, Inc.; Chairman of Nuveen Investments Advisers, Inc. (since 2002); Chief Executive Officer, NWQ Holdings, LLC; formerly, Director(1996-2006) of Institutional Capital Corporation; formerly, Director(1992-2004) and Chairman(1996-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3) | 176 | See Principal Occupation Description | |||||||
| (1) | Length of Service indicates the year in which the individual became a Board Member of a fund in the Nuveen fund complex. | |
| (2) | “Interested person” as defined in the 1940 Act, by reason of being an officer (until July 2, 2007) 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. |
The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen Funds overseen by the Board Member as of December 31, 2006 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, 2006 is set forth in Appendix A. On December 31, 2006, Board Members and executive officers as a group beneficially owned approximately 1,400,000 shares of all funds managed by NAM (including 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 constituted less than 1% of the outstanding shares of each Fund.[As of the Record Date for each Fund, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.] As of the Record Date for each Fund, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as stated in Appendix F.
Compensation
Prior to January 1, 2007, for all Nuveen funds, Independent Board Members received a $90,000 annual retainer plus (a) a fee of $2,500 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person where such in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,500 per meeting for attendance in person or by telephone at an audit committee meeting; (d) a fee of $1,500 per meeting for attendance in
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person at a compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Lead Independent Director received $20,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight committee received $7,500 and the chairperson of the nominating and governance committee received $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also received a fee of $2,000 per day for site visits on days on which no regularly scheduled board meeting is held to entities that provide services to the Nuveen funds. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees were $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses were allocated among the funds managed by the Adviser, on the basis of relative net asset sizes. The Board Member affiliated with Nuveen and the Adviser served without any compensation from the Funds.
Effective January 1, 2007, for all Nuveen funds, Independent Board Members receive a $95,000 annual retainer plus (a) a fee of $3,000 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person or by telephone where in-person attendance is required and $1,500 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,500 per meeting for attendance in person or by telephone at an audit committee meeting; (d) a fee of $1,500 per meeting for attendance in person or by telephone at a regularly scheduled compliance, risk management and regulatory oversight committee meeting; (e) a fee of $1,500 per meeting for attendance in person at a non-regularly scheduled compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required, except that the chairperson of the compliance, risk management and regulatory oversight committee may at any time designate a non-regularly scheduled meeting of the committee as an in-person meeting for the purposes of fees to be paid; (f) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (g) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Lead Independent Director receives $25,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight
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committee receive $7,500 and the chairperson of the nominating and governance committee receives $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also receive a fee of $2,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses were allocated among the funds managed by the Adviser, on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount to be allocated to each fund. The Board Member affiliated with Nuveen and the Adviser serves without any compensation from the Funds.
The boards of certain Nuveen funds (the “Participating Funds”) established a Deferred Compensation Plan for Independent Board Members (“Deferred Compensation Plan”). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds.
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For each Fund, 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 2006. 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(1)(3) | ||||||||||||||||||||||||||||
| Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | ||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone(2) | |||||||||||||||||||||
| Arizona Dividend Advantage | $ | 107 | $ | 103 | $ | 73 | $ | 80 | $ | 102 | $ | 77 | $ | 36 | ||||||||||||||
| Arizona Dividend Advantage 2 | 169 | 162 | 115 | 127 | 160 | 121 | 56 | |||||||||||||||||||||
| Arizona Dividend Advantage 3 | 203 | 195 | 138 | 152 | 192 | 146 | 68 | |||||||||||||||||||||
| Connecticut Dividend Advantage | 148 | 143 | 115 | 124 | 140 | 120 | 27 | |||||||||||||||||||||
| Connecticut Dividend Advantage 2 | 134 | 129 | 104 | 112 | 127 | 109 | 24 | |||||||||||||||||||||
| Connecticut Dividend Advantage 3 | 242 | 234 | 189 | 202 | 230 | 197 | 44 | |||||||||||||||||||||
| Connecticut Premium Income | 298 | 288 | 232 | 249 | 282 | 242 | 53 | |||||||||||||||||||||
| Florida Investment Quality | 1,052 | 1,025 | 811 | 862 | 1,048 | 832 | 176 | |||||||||||||||||||||
| Florida Quality Income | 922 | 898 | 711 | 756 | 919 | 729 | 155 | |||||||||||||||||||||
| Insured Florida Premium Income | 916 | 892 | 706 | 751 | 913 | 725 | 153 | |||||||||||||||||||||
| Insured Florida Tax-Free Advantage | 232 | 225 | 170 | 182 | 221 | 177 | 39 | |||||||||||||||||||||
| Georgia Dividend Advantage | 113 | 109 | 88 | 94 | 107 | 92 | 20 | |||||||||||||||||||||
| Georgia Dividend Advantage 2 | 253 | 245 | 198 | 212 | 240 | 206 | 46 | |||||||||||||||||||||
| Georgia Premium Income | 214 | 207 | 167 | 179 | 203 | 174 | 39 | |||||||||||||||||||||
| Maryland Dividend Advantage | 239 | 231 | 187 | 200 | 227 | 195 | 43 | |||||||||||||||||||||
| Maryland Dividend Advantage 2 | 242 | 233 | 188 | 202 | 229 | 196 | 44 | |||||||||||||||||||||
| Maryland Dividend Advantage 3 | 299 | 289 | 233 | 250 | 284 | 243 | 54 | |||||||||||||||||||||
| Maryland Premium Income | 602 | 582 | 469 | 503 | 571 | 489 | 109 | |||||||||||||||||||||
| Massachusetts Dividend Advantage | 113 | 110 | 88 | 95 | 107 | 92 | 20 | |||||||||||||||||||||
| Massachusetts Premium Income | 265 | 257 | 207 | 222 | 252 | 216 | 48 | |||||||||||||||||||||
| Insured Massachusetts Tax-Free Advantage | 154 | 149 | 120 | 129 | 146 | 125 | 28 | |||||||||||||||||||||
| Michigan Dividend Advantage | 144 | 138 | 98 | 108 | 136 | 103 | 48 | |||||||||||||||||||||
| Missouri Premium Income | 126 | 122 | 98 | 105 | 119 | 102 | 23 | |||||||||||||||||||||
| New Jersey Dividend Advantage | 400 | 388 | 293 | 314 | 381 | 305 | 68 | |||||||||||||||||||||
| New Jersey Dividend Advantage 2 | 282 | 273 | 206 | 221 | 268 | 215 | 48 | |||||||||||||||||||||
| North Carolina Dividend Advantage | 130 | 126 | 101 | 109 | 123 | 106 | 23 | |||||||||||||||||||||
| North Carolina Dividend Advantage 2 | 215 | 207 | 167 | 179 | 203 | 175 | 39 | |||||||||||||||||||||
| North Carolina Dividend Advantage 3 | 217 | 210 | 169 | 181 | 206 | 176 | 39 | |||||||||||||||||||||
| North Carolina Premium Income | 386 | 374 | 277 | 297 | 368 | 289 | 64 | |||||||||||||||||||||
| Ohio Dividend Advantage | 291 | 279 | 198 | 218 | 276 | 209 | 97 | |||||||||||||||||||||
| Ohio Dividend Advantage 2 | 216 | 207 | 147 | 162 | 205 | 155 | 72 | |||||||||||||||||||||
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| Aggregate Compensation from the Funds(1)(3) | ||||||||||||||||||||||||||||
| Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | ||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone(2) | |||||||||||||||||||||
| Ohio Dividend Advantage 3 | 150 | 144 | 103 | 113 | 143 | 108 | 50 | |||||||||||||||||||||
| Pennsylvania Dividend Advantage | 207 | 201 | 151 | 162 | 197 | 158 | 35 | |||||||||||||||||||||
| Pennsylvania Dividend Advantage 2 | 233 | 226 | 170 | 183 | 222 | 178 | 39 | |||||||||||||||||||||
| Pennsylvania Investment Quality | 1,042 | 1,014 | 803 | 853 | 1,037 | 824 | 175 | |||||||||||||||||||||
| Pennsylvania Premium Income 2 | 961 | 936 | 740 | 787 | 957 | 760 | 161 | |||||||||||||||||||||
| Texas Quality Income | 650 | 624 | 443 | 488 | 617 | 468 | 216 | |||||||||||||||||||||
| Virginia Dividend Advantage | 182 | 176 | 142 | 152 | 172 | 148 | 33 | |||||||||||||||||||||
| Virginia Dividend Advantage 2 | 358 | 347 | 257 | 275 | 341 | 268 | 59 | |||||||||||||||||||||
| Virginia Premium Income | 506 | 489 | 395 | 423 | 480 | 412 | 91 | |||||||||||||||||||||
Total Compensation from Nuveen Funds Paid to Board Members | 177,099 | 180,111 | 146,018 | 144,759 | 171,879 | 148,510 | — | |||||||||||||||||||||
| (1) | For all Funds, except, aggregate compensation numbers are based on the compensation schedule in effect prior to January 1, 2007. For, aggregate compensation numbers are based on a combination of the compensation schedules in effect prior to and after January 1, 2007. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. |
| (3) | Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen funds. Total deferred fees for the Funds (including the return from the assumed investment in the eligible Nuveen funds) payable are: |
| Deferred Fees | ||||||||||||||||||||||||||||
| Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | ||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | |||||||||||||||||||||
| Florida Investment Quality | $ | 165 | $ | 266 | $ | 811 | $ | 862 | $ | 1,048 | $ | 516 | $ | — | ||||||||||||||
| Florida Quality Income | 145 | 234 | 711 | 756 | 919 | 452 | — | |||||||||||||||||||||
| Insured Florida Premium Income | 144 | 232 | 706 | 751 | 913 | 449 | — | |||||||||||||||||||||
| Pennsylvania Investment Quality | 164 | 264 | 803 | 853 | 1,037 | 510 | — | |||||||||||||||||||||
| Pennsylvania Premium Income 2 | 151 | 243 | 740 | 787 | 957 | 471 | — | |||||||||||||||||||||
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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 were eligible to participate in the charitable contributions program of Nuveen until December 31, 2006. Under the matching contributions program, Nuveen would 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. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, is limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive committee) and (ii) matters of an administrative or ministerial nature. The number of executive committee meetings of each Fund held during its last fiscal year is shown in Appendix G.
Jack B. Evans, Judith M. Stockdale 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 number of dividend committee meetings of each Fund held during its last fiscal year is shown in Appendix G.
William C. Hunter, William J. Schneider, Chair, Judith M. Stockdale and Carole E. Stone are current members of the compliance, risk management and regulatory oversight committee of each Fund. The compliance, risk management and regulatory oversight committee is responsible for the oversight of compliance issues, risk management, and other regulatory matters affecting the Funds which are not otherwise the jurisdiction of the other Board committees. The number of compliance, risk management and regulatory oversight committee meetings of each Fund held during its last fiscal year is shown in Appendix G.
Each Fund’s Board has an audit committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds of the New York Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner, Jack B. Evans, David J. Kundert, Chair and William J. Schneider are current members of the audit committee of each Fund. The audit committee is responsible for the oversight and monitoring of (1) the accounting and reporting policies, procedures and practices and the audit of the financial statements of the Funds, (2) the quality and integrity of the financial statements of the Funds and (3) the independent registered public accounting firm’s qualifications, performance and independence. The audit committee reviews the work and any recommendations of the Funds’ independent registered public accounting firm. Based on such review, it is authorized to make recommendations to the Board.
33
The audit committee is also responsible for the oversight of the Pricing Procedures of the Funds and the internal Valuation Group. The Boards have adopted a written Audit Committee Charter that conforms to the listing standards of the New York Stock Exchange and American Stock Exchange. A copy of the Audit Committee Charter is attached to the proxy statement as Appendix H. The number of audit committee meetings of each Fund held during its last fiscal year is shown in Appendix G.
Each Fund has a nominating and governance committee that is composed entirely of Independent Board Members who are also “independent” as defined by New York Stock Exchange or American Stock Exchange listing standards, as applicable. Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale and Carole E. Stone 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 of each Fund, a copy of which is available on the Funds’ website at www.nuveen.com/etf/products/fundGovernance.aspx. The number of nominating and governance committee meetings of each Fund held during its last fiscal year is shown in Appendix G.
The nominating and governance committee looks to many sources for recommendations of qualified candidates, including current Board Members, employees of the Adviser, current shareholders of the Funds, third party sources and any other persons or entities that may be deemed necessary or desirable by the committee. Shareholders of the Funds who wish to nominate a candidate to their Fund’s Board should mail information to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. This information must include evidence of Fund ownership of the person or entity recommending the candidate, a full listing of the proposed candidate’s education, experience, current employment, date of birth, names and addresses of at least three professional references, information as to whether the candidate is an “interested person” (as such term is defined in the 1940 Act) in relation to the Fund and such other information that would be helpful to the nominating and governance committee in evaluating the candidate. All satisfactorily completed information regarding candidates will be forwarded to the chairman of the nominating and governance committee and the outside counsel to the Independent Board Members. Recommendations for candidates to the Board will be evaluated in light of whether the number of Board members is expected to change and whether the Board expects any vacancies. All nominations from Fund shareholders will be acknowledged, although there may be times when the committee is not actively recruiting new Board members. In those circumstances nominations will be kept on file until active recruitment is under way.
The nominating and governance committee sets appropriate standards and requirements for nominations to the Board. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability and, if qualifying as an Independent Board Member candidate, independence from the Adviser or other service providers. These experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills and
34
experience, in the aggregate. All candidates must meet high expectations of personal integrity, governance experience and professional competence that are assessed on the basis of personal interviews, recommendations, or direct knowledge by committee members. The committee may use any process it deems appropriate for the purpose of evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. There is no difference in the manner in which the nominating and governance committee evaluates candidates when the candidate is submitted by a shareholder. The nominating and governance committee reserves the right to make the final selection regarding the nomination of any prospective Board member.
The Independent Board Members of each Fund have appointed Robert P. Bremner as their Lead Independent Director. The role of the Lead Independent Director is one of coordination and assuring the appropriate, effective and efficient functioning of the Board and the Board processes. Specific responsibilities may include organizing and leading Independent Board Member sessions, facilitating and ensuring an appropriate level of communication among the Independent Board Members, leading the assessment of the Board’s effectiveness, and working with the Adviser’s staff and outside counsel on board meeting agendas, board material and workshops for Independent Board Members to ensure that the priorities of the Independent Board Members are addressed.
The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is shown in Appendix G. 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 Officers
The following table sets forth information as of June 30, 2007 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 annual 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 333 West Wacker Drive Chicago, IL 60606 (9/9/56) | Chief Administrative Officer | Term: Annual Length of Service: Since 1988 | Managing Director (since 2002), Assistant Secretary and Associate General Counsel, 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. and Symphony Asset Management LLC (since 2003); Assistant Secretary, Santa Barbara Asset Management LLC and Tradewinds Global Investors, LLC (since 2006); previously, Managing Director (from2002-2004), General Counsel and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst. | 176 | ||||||
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 | ||||||
| Williams Adams IV 333 West Wacker Drive Chicago, IL 60606 (6/9/55) | Vice President (since 2007) | Executive Vice President, U.S. Structured Products of Nuveen Investments, LLC, (since 1999), prior thereto, Managing Director of Structured Investments. | 119 | |||||||
| Julia L. Antonatos 333 West Wacker Drive Chicago, IL 60606 (9/22/63) | Vice President | Term: Annual Length of Service: Since 2004 | Managing Director (since 2005), formerly, Vice President, formerly, Assistant Vice President of Nuveen Investments, LLC; Chartered Financial Analyst. | 176 | ||||||
| Cedric H. Antosiewicz 333 West Wacker Drive Chicago, IL 60606 (1/11/62) | Vice President (since 2007) | Managing Director, (since 2004), previously, Vice President (1993-2004) of Nuveen Investments LLC. | 119 | |||||||
| Michael T. Atkinson 333 West Wacker Drive Chicago, IL 60606 (2/3/66) | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 2002 | Vice President (since 2002), formerly Assistant Vice President, formerly, Associate of Nuveen Investments, LLC. | 176 | ||||||
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| 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 | ||||||
| Peter H. D’Arrigo 333 West Wacker Drive Chicago, IL 60606 (11/28/67) | Vice President and Treasurer | Term: Annual Length of Service: Since 1999 | Vice President and Treasurer (since 1999) of Nuveen Investments, LLC and 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 (since 2003) of Nuveen Rittenhouse Asset Management, Inc.; and Symphony Asset Management LLC; Treasurer (since 2006), Santa Barbara Asset Management LLC and Tradewinds Global Investors, LLC; formerly, Vice President and Treasurer (from 1999 to 2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst. | 176 | ||||||
| Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 (10/24/45) | Vice President | Term: Annual Length of Service: Since 1998 | Managing Director (since 2004), formerly, Vice President of Nuveen Investments, LLC; Managing Director of Nuveen Asset Management; formerly, Managing Director (2004), formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2) | 176 | ||||||
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| 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 | ||||||
| William M. Fitzgerald 333 West Wacker Drive Chicago, IL 60606 (3/2/64) | Vice President | Term: Annual Length of Service: Since 1995 | Managing Director of Nuveen Asset Management (since 2001); Vice President of Nuveen Investments Advisers Inc. (since 2002); formerly, Managing Director (from 2001 to 2004), formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst. | 176 | ||||||
| Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 (5/31/54) | Vice President and Controller | Term: Annual Length of Service: Since 1993 | Vice President (since 1993) and Funds Controller (since 1998) of Nuveen Investments, LLC; Vice President (since 1998), formerly, Funds Controller of Nuveen Investments, Inc.; Certified Public Accountant. | 176 | ||||||
| Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 (2/24/70) | Chief Compliance Officer and Vice President | Term: Annual Length of Service: Since 2003 | Assistant Vice President and Assistant General Counsel (since 2003) of Nuveen Investments, LLC; formerly, Assistant Vice President and Assistant Secretary of the Nuveen Funds(2003-2006); previously, Associate(2001-2003) at the law firm of Vedder, Price, Kaufman & Kammholz, P.C. | 176 | ||||||
| David J. Lamb 333 West Wacker Drive Chicago, IL 60606 (3/22/63) | Vice President | Term: Annual Length of Service: Since 2000 | Vice President of Nuveen Investments, LLC (since 2000); Certified Public Accountant. | 176 | ||||||
| Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 (8/27/61) | Vice President | Term: Annual Length of Service: Since 2002 | Vice President of Nuveen Investments, LLC (since 1999). | 176 | ||||||
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| 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 333 West Wacker Drive Chicago, IL 60606 (7/27/51) | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 1988 | Vice President, Assistant Secretary and Assistant General Counsel of Nuveen Investments, LLC; Vice President, Assistant General Counsel and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Symphony Asset Management LLC (since 2003), Santa Barbara Asset Management, LLC and Tradewinds Global Investors, LLC (since 2006); formerly, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2) | 176 | ||||||
| Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 (3/26/66) | Vice President and Secretary | Term: Annual Length of Service: Since 2007 | Vice President, Nuveen Investments, LLC (since 2007); Vice President and Assistant Secretary, Nuveen Asset Management (since 2007); Vice President and Assistant General Counsel, Nuveen Investments (since 2007); prior thereto, Partner, Bell, Boyd & Lloyd LLP since 1997 | 176 | ||||||
40
| 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 | ||||||
| John V. Miller 333 West Wacker Drive Chicago, IL 60606 (4/10/67) | Vice President | Term: Annual Length of Service: Since 2007 | Managing Director (since 2007), formerly, Vice President(2002-2007), prior thereto, Credit Analyst of Nuveen Asset Management and Nuveen Investments, LLC; Chartered Financial Analyst | 176 | ||||||
| (1) | Length of Service indicates the year the individual became an officer of a fund in the Nuveen fund complex. | |
| (2) | Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were reorganized into Nuveen Asset Management, effective January 1, 2005. |
The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR the election of each nominee.
| 3. | Ratification of Independent Registered Public Accounting Firm |
The Independent Board Members of each Fund’s Board have unanimously selected Ernst & Young LLP (“E&Y”) as the Fund’s independent registered public accounting firm to audit the books and records of each Fund for each Fund’s current fiscal year. The selection of E&Y as the independent registered public accounting firm of each Fund is being submitted to the shareholders for ratification, which requires the affirmative vote of a majority of the shares of the Fund present and entitled to vote on the matter. A representative of E&Y is expected to be present at the Meeting and will be available to respond to any appropriate questions and to make a statement if he or she wishes. E&Y has informed each Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company sponsored by Nuveen.
41
Audit Committee Report
The audit committee of each Board is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audit of the financial statements, of each Fund, (2) the quality and integrity of the Funds’ financial statements, and (3) the independent registered public accounting firm’s qualifications, performance and independence. In its oversight capacity, the committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm and the committee meets periodically with the independent registered public accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal controls. The committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting firm. The committee is currently composed of four Board Members and operates under a written charter adopted and approved by each Board, a copy of which is attached as Appendix H. Each committee member meets the independence and experience requirements, as applicable, of the New York Stock Exchange, 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 and letter 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 Boards include the audited financial statements in each Fund’s Annual Report.
The members of the committee are:
Robert P. Bremner
Jack B. Evans (financial expert)
David J. Kundert
William J. Schneider
Jack B. Evans (financial expert)
David J. Kundert
William J. Schneider
42
Audit and Related Fees. The following tables provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund, including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).
| Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adviser and | Adviser and | Adviser and | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund | Fund | Adviser Entities | Fund | Adviser Entities | Fund | Adviser Entities | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | |||||||||||||||||||||||||||||||||||||||||||
| Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | Year | |||||||||||||||||||||||||||||||||||||||||||
| Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||||||||||||||||||||||||||
| 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | |||||||||||||||||||||||||||||||||||||||||||
| Arizona Dividend Advantage | $ | 6,919 | $ | 7,283 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 428 | $ | 43 | $ | 2,400 | $ | 0 | $ | 2,900 | $ | 1,500 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
| Arizona Dividend Advantage 2 | 7,422 | 7,817 | 0 | 0 | 0 | 0 | 444 | 69 | 2,400 | 0 | 2,900 | 1,500 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Arizona Dividend Advantage 3 | 7,696 | 8,113 | 0 | 0 | 0 | 0 | 452 | 83 | 2,400 | 0 | 2,900 | 1,500 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Connecticut Dividend Advantage | 7,485 | 7,881 | 0 | 0 | 0 | 0 | 461 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Connecticut Dividend Advantage 2 | 7,348 | 7,733 | 0 | 0 | 0 | 0 | 456 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Connecticut Dividend Advantage 3 | 8,406 | 8,856 | 0 | 0 | 0 | 0 | 501 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Connecticut Premium Income | 8,948 | 9,415 | 0 | 0 | 0 | 0 | 405 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Florida Investment Quality | 15,581 | 16,422 | 0 | 0 | 0 | 0 | 400 | 0 | 2,400 | 0 | 2,900 | 1,500 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Florida Quality Income | 14,398 | 15,188 | 0 | 0 | 0 | 0 | 400 | 0 | 2,400 | 0 | 2,900 | 1,500 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Insured Florida Premium Income | 14,396 | 15,099 | 0 | 0 | 0 | 0 | 400 | 0 | 2,400 | 0 | 2,900 | 1,500 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Insured Florida Tax-Free Advantage | 8,162 | 8,605 | 0 | 0 | 0 | 0 | 467 | 0 | 2,400 | 0 | 2,900 | 1,500 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Georgia Dividend Advantage | 7,143 | 7,521 | 0 | 0 | 0 | 0 | 447 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Georgia Dividend Advantage 2 | 8,495 | 8,973 | 0 | 0 | 0 | 0 | 504 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Georgia Premium Income | 8,130 | 8,561 | 0 | 0 | 0 | 0 | 403 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Maryland Dividend Advantage | 8,374 | 8,827 | 0 | 0 | 0 | 0 | 499 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Maryland Dividend Advantage 2 | 8,401 | 8,849 | 0 | 0 | 0 | 0 | 501 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Maryland Dividend Advantage 3 | 8,955 | 9,445 | 0 | 0 | 0 | 0 | 524 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Maryland Premium Income | 11,902 | 12,558 | 0 | 0 | 0 | 0 | 410 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Massachusetts Dividend Advantage | 7,147 | 7,527 | 0 | 0 | 0 | 0 | 448 | 0 | 2,400 | 0 | 2,850 | 2,250 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
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Audit Fees(1) Audit Related Fees(2) Tax Fees(3) All Other Fees(4) Adviser and Adviser and Adviser and Fund Fund Adviser Entities Fund Adviser Entities Fund Adviser Entities Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Year Year Year Year Year Year Year Year Ended Ended Ended Ended Ended Ended Ended Ended Ended Ended Ended Ended Ended Ended 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 Massachusetts Premium Income 8,626 9,097 0 0 0 0 404 0 2,400 0 2,850 2,250 0 0 Insured Massachusetts Tax-Free Advantage 7,543 7,949 0 0 0 0 450 0 2,400 0 2,850 2,250 0 0 Michigan Dividend Advantage 7,220 7,599 0 0 0 0 437 58 2,400 0 2,900 1,500 0 0 Missouri Premium Income 7,269 7,655 0 0 0 0 402 0 2,400 0 2,850 2,250 0 0 New Jersey Dividend Advantage 9,707 10,223 0 0 0 0 516 0 2,400 0 2,900 1,500 0 0 New Jersey Dividend Advantage 2 8,617 9,081 0 0 0 0 481 0 2,400 0 2,900 1,500 0 0 North Carolina Dividend Advantage 7,311 7,694 0 0 0 0 454 0 2,400 0 2,850 2,250 0 0 North Carolina Dividend Advantage 2 8,136 8,567 0 0 0 0 490 0 2,400 0 2,850 2,250 0 0 North Carolina Dividend Advantage 3 8,156 8,599 0 0 0 0 490 0 2,400 0 2,850 2,250 0 0 North Carolina Premium Income 9,510 10,015 0 0 0 0 406 0 2,400 0 2,850 2,250 0 0 Ohio Dividend Advantage 8,425 8,867 0 0 0 0 476 118 2,400 0 2,900 1,500 0 0 Ohio Dividend Advantage 2 7,810 8,219 0 0 0 0 456 87 2,400 0 2,900 1,500 0 0 Ohio Dividend Advantage 3 7,275 7,658 0 0 0 0 439 61 2,400 0 2,900 1,500 0 0 Pennsylvania Dividend Advantage 7,931 8,358 0 0 0 0 460 0 2,400 0 2,900 1,500 0 0 Pennsylvania Dividend Advantage 2 8,172 8,608 0 0 0 0 468 0 2,400 0 2,900 1,500 0 0 Pennsylvania Investment Quality 15,474 16,322 0 0 0 0 400 0 2,400 0 2,900 1,500 0 0 Pennsylvania Premium Income 2 14,750 15,560 0 0 0 0 400 0 2,400 0 2,900 1,500 0 0 Texas Quality Income 11,377 11,964 0 0 0 0 400 264 2,400 0 2,900 1,500 0 0 Virginia Dividend Advantage 7,821 8,237 0 0 0 0 475 0 2,400 0 2,850 2,250 0 0 Virginia Dividend Advantage 2 9,260 9,757 0 0 0 0 537 0 2,400 0 2,850 2,250 0 0 Virginia Premium Income 10,988 11,566 0 0 0 0 408 0 2,400 0 2,850 2,250 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. Amounts reported for each respective Fund under the column heading “Adviser and Adviser Entities” represents amounts billed to the Adviser, by each Fund’s independent registered public accounting firm, exclusively for the preparation of the Fund’s tax return, the cost of which is borne by the Adviser. In the aggregate, for all Nuveen funds, these fees amounted to $161,400 in 2006. Beginning with fund fiscal years ended August 31, 2006, Ernst & Young LLP no longer prepares the fund tax returns. |
| (4) | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees,” “Audit Related Fees” and “Tax Fees.” |
44
Non-Audit Fees. The following tables provide the aggregate non-audit fees billed by each Fund’s independent registered public accounting firm for services rendered to each Fund, the Adviser and the Adviser Entities during each Fund’s last two fiscal years.
| Total Non-Audit Fees Billed to | ||||||||||||||||||||||||||||||||
| Adviser and Adviser Entities | ||||||||||||||||||||||||||||||||
| (Engagements Related Directly | Total Non-Audit Fees Billed to | |||||||||||||||||||||||||||||||
| Total Non-Audit | to the Operations and | Adviser and Adviser Entities | ||||||||||||||||||||||||||||||
| Fees Billed to Fund | Financial Reporting of Fund) | (All Other Engagements) | Total | |||||||||||||||||||||||||||||
| Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||||||||||||||||
| Fund | Ended 2006 | Ended 2007 | Ended 2006 | Ended 2007 | Ended 2006 | Ended 2007 | Ended 2006 | Ended 2007 | ||||||||||||||||||||||||
| Arizona Dividend Advantage | $ | 3,328 | $ | 1,543 | $ | 2,400 | $ | 0 | $ | 0 | $ | 0 | $ | 5,728 | $ | 1,543 | ||||||||||||||||
| Arizona Dividend Advantage 2 | 3,344 | 1,569 | 2,400 | 0 | 0 | 0 | 5,744 | 1,569 | ||||||||||||||||||||||||
| Arizona Dividend Advantage 3 | 3,352 | 1,583 | 2,400 | 0 | 0 | 0 | 5,752 | 1,583 | ||||||||||||||||||||||||
| Connecticut Dividend Advantage | 3,311 | 2,250 | 2,400 | 0 | 0 | 0 | 5,711 | 2,250 | ||||||||||||||||||||||||
| Connecticut Dividend Advantage 2 | 3,306 | 2,250 | 2,400 | 0 | 0 | 0 | 5,706 | 2,250 | ||||||||||||||||||||||||
| Connecticut Dividend Advantage 3 | 3,351 | 2,250 | 2,400 | 0 | 0 | 0 | 5,751 | 2,250 | ||||||||||||||||||||||||
| Connecticut Premium Income | 3,255 | 2,250 | 2,400 | 0 | 0 | 0 | 5,655 | 2,250 | ||||||||||||||||||||||||
| Florida Investment Quality | 3,300 | 1,500 | 2,400 | 0 | 0 | 0 | 5,700 | 1,500 | ||||||||||||||||||||||||
| Florida Quality Income | 3,300 | 1,500 | 2,400 | 0 | 0 | 0 | 5,700 | 1,500 | ||||||||||||||||||||||||
| Insured Florida Premium Income | 3,300 | 1,500 | 2,400 | 0 | 0 | 0 | 5,700 | 1,500 | ||||||||||||||||||||||||
| Insured Florida Tax-Free Advantage | 3,367 | 1,500 | 2,400 | 0 | 0 | 0 | 5,767 | 1,500 | ||||||||||||||||||||||||
| Georgia Dividend Advantage | 3,297 | 2,250 | 2,400 | 0 | 0 | 0 | 5,697 | 2,250 | ||||||||||||||||||||||||
| Georgia Dividend Advantage 2 | 3,354 | 2,250 | 2,400 | 0 | 0 | 0 | 5,754 | 2,250 | ||||||||||||||||||||||||
| Georgia Premium Income | 3,253 | 2,250 | 2,400 | 0 | 0 | 0 | 5,653 | 2,250 | ||||||||||||||||||||||||
| Maryland Dividend Advantage | 3,349 | 2,250 | 2,400 | 0 | 0 | 0 | 5,749 | 2,250 | ||||||||||||||||||||||||
| Maryland Dividend Advantage 2 | 3,351 | 2,250 | 2,400 | 0 | 0 | 0 | 5,751 | 2,250 | ||||||||||||||||||||||||
| Maryland Dividend Advantage 3 | 3,374 | 2,250 | 2,400 | 0 | 0 | 0 | 5,774 | 2,250 | ||||||||||||||||||||||||
| Maryland Premium Income | 3,260 | 2,250 | 2,400 | 0 | 0 | 0 | 5,660 | 2,250 | ||||||||||||||||||||||||
| Massachusetts Dividend Advantage | 3,298 | 2,250 | 2,400 | 0 | 0 | 0 | 5,698 | 2,250 | ||||||||||||||||||||||||
45
Total Non-Audit Fees Billed to Adviser and Adviser Entities (Engagements Related Directly Total Non-Audit Fees Billed to Total Non-Audit to the Operations and Adviser and Adviser Entities Fees Billed to Fund Financial Reporting of Fund) (All Other Engagements) Total Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fund Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007 Massachusetts Premium Income 3,254 2,250 2,400 0 0 0 5,654 2,250 Insured Massachusetts Tax-Free Advantage 3,300 2,250 2,400 0 0 0 5,700 2,250 Michigan Dividend Advantage 3,337 1,558 2,400 0 0 0 5,737 1,558 Missouri Premium Income 3,252 2,250 2,400 0 0 0 5,652 2,250 New Jersey Dividend Advantage 3,416 1,500 2,400 0 0 0 5,816 1,500 New Jersey Dividend Advantage 2 3,381 1,500 2,400 0 0 0 5,781 1,500 North Carolina Dividend Advantage 3,304 2,250 2,400 0 0 0 5,704 2,250 North Carolina Dividend Advantage 2 3,340 2,250 2,400 0 0 0 5,740 2,250 North Carolina Dividend Advantage 3 3,340 2,250 2,400 0 0 0 5,740 2,250 North Carolina Premium Income 3,256 2,250 2,400 0 0 0 5,656 2,250 Ohio Dividend Advantage 3,376 1,618 2,400 0 0 0 5,776 1,618 Ohio Dividend Advantage 2 3,356 1,587 2,400 0 0 0 5,756 1,587 Ohio Dividend Advantage 3 3,339 1,561 2,400 0 0 0 5,739 1,561 Pennsylvania Dividend Advantage 3,360 1,500 2,400 0 0 0 5,760 1,500 Pennsylvania Dividend Advantage 2 3,368 1,500 2,400 0 0 0 5,768 1,500 Pennsylvania Investment Quality 3,300 1,500 2,400 0 0 0 5,700 1,500 Pennsylvania Premium Income 2 3,300 1,500 2,400 0 0 0 5,700 1,500 Texas Quality Income 3,300 1,764 2,400 0 0 0 5,700 1,764 Virginia Dividend Advantage 3,325 2,250 2,400 0 0 0 5,725 2,250 Virginia Dividend Advantage 2 3,387 2,250 2,400 0 0 0 5,787 2,250 Virginia Premium Income 3,258 2,250 2,400 0 0 0 5,658 2,250
46
Audit Committee Pre-Approval Policies and Procedures. Generally, the audit committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the audit committee if they are expected to be for amounts greater than $10,000; (ii) reported to the audit committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the audit committee at the next audit committee meeting if they are expected to be for an amount under $5,000.
For engagements with each Fund’s independent registered public accounting firm entered into on or after May 6, 2003, the audit committee approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by the independent registered accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the audit committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) ofRegulation S-X.
The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR ratification of the selection of the independent auditors.
Additional Information
Section 16(a) Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the Adviser, affiliated persons of the Adviser and persons who own more than 10% of a registered class of a Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the SEC and the New York Stock Exchange or American Stock Exchange, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, investment adviser and affiliated persons of the investment adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year. [To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Fund’s equity securities.]
Shareholder Proposals
To be considered for presentation at the annual meeting of shareholders offor the Funds to be held in 2006, a2008, shareholder proposalproposals submitted pursuant toRule 14a-8 of the Securities and Exchange Act of 1934 must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later thanby , 200 _ .2008. A shareholder wishing to provide notice in the manner prescribed byRule 14a-4(c)(1) of a proposal submitted outside of the process ofRule 14a-8 for the 2008 annual meeting must, pursuant to each Fund’s By-Laws, submit such written notice to the Fund not later than , 200 . 2008 nor prior to , 2008.
47
Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.
SHAREHOLDER COMMUNICATIONS
Shareholder Communications
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.shareholder, and identify the Fund (or Funds). 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.
EXPENSES OF PROXY SOLICITATION
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 50% by .Nuveen and 50% by the Funds (allocated among the Funds based on relative net assets), except that the costs borne by any Fund will not exceed the amount it would have borne if it were holding an annual meeting and the only item on the agenda was the election of Board members. Solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. FISCAL YEAR
The Funds have engaged Computershare Fund Services to assist in the solicitation of proxies at an estimated cost of $14,000 per Fund plus reasonable expenses, which costs will be borne by Nuveen.
Fiscal Year
The last fiscal year end for each of the Funds is as follows: March 31, 2004April 30, 2007 for California SelectFlorida Investment Quality, Florida Quality Income, Insured Florida Premium Income, Insured Florida Tax-Free Advantage, New Jersey Dividend Advantage, New Jersey Dividend Advantage 2, Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania Investment Quality and New York Select Quality;Pennsylvania Premium Income 2; May 31, 20042007 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,Advantage, 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
for Florida Investment Quality, Florida Quality, Insured Florida Premium Income,
Insured Florida Tax-Free Advantage, New Jersey Dividend Advantage, New Jersey
Dividend Advantage 2, New Jersey Investment Quality, New Jersey Premium Income,
Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania
Investment Quality, Pennsylvania Premium Income 2;and July 31, 20042007 for Arizona Dividend Advantage, Arizona Dividend 19
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, and Texas Quality Income; August 31, 2004 for California
Dividend Advantage, California Dividend Advantage 2, California Dividend
Advantage 3, California Investment Quality, California Market Opportunity,
California Value Fund, California Performance Plus, California Premium Income,
California Investment 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, Insured New
York Dividend Advantage, Insured New York Premium Income, and Insured New York
Tax-Free Advantage.
ANNUAL REPORT DELIVERY
Income.
Annual Report Delivery
Annual reports will be sent to shareholders of record of each Fund following each Fund'sFund’s fiscal year end. Each Fund will furnish, without charge, a copy of its annual reportand/or semi-annual report as available upon request. Such written or oral
48
requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling1-800-257-8787.
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.
GENERAL
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. However, if other matters are properly presented to the Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at each 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.
Failure of a quorum to be present at any 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 Meeting to permit further solicitation of proxies with respect to the proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Fund'sFund’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.
20
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Jessica R. Droeger
Kevin J. McCarthy
Vice President and Secretary
,2005
21
APPENDIX2007
Vice President and Secretary
,
49
Appendix A
(1)
Beneficial Ownership
The numbers include share equivalentsfollowing table lists the dollar range of certainequity securities beneficially owned by each Board Member in each Fund and in all Nuveen funds in whichoverseen by the Board Member is deemed to be invested pursuantas of December 31, 2006.
| Dollar Range of Equity Securities(1) | ||||||||||||||||||||||||
| Arizona Dividend | Arizona Dividend | Arizona Dividend | Connecticut Dividend | Connecticut Dividend | Connecticut Dividend | |||||||||||||||||||
| Board Member Nominees/Board Members | Advantage | Advantage 2 | Advantage 3 | Advantage | Advantage 2 | Advantage 3 | ||||||||||||||||||
Nominees/Board Members who are not interested persons of the Fund | ||||||||||||||||||||||||
| Robert P. Bremner | $ | 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 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
| William J. Schneider | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
| Judith M. Stockdale | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Carole E. Stone(2) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Nominee who is an interested person of the Fund | ||||||||||||||||||||||||
| Timothy R. Schwertfeger | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
| (1) | The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member. |
A-1
| Dollar Range of Equity Securities(1) | ||||||||||||||||||||||||||||||||||||||||||||
| Insured | ||||||||||||||||||||||||||||||||||||||||||||
| Connecticut | Florida | Florida | Insured | Florida | Georgia | Georgia | Georgia | Maryland | Maryland | Maryland | ||||||||||||||||||||||||||||||||||
| Board Member | Premium | Investment | Quality | Florida | Tax-Free | Dividend | Dividend | Premium | Dividend | Dividend | Dividend | |||||||||||||||||||||||||||||||||
| Nominees/Board Members | Income | Quality | Income | Premium Income | Advantage | Advantage | Advantage 2 | Income | Advantage | Advantage 2 | Advantage 3 | |||||||||||||||||||||||||||||||||
Nominees/Board Members who are not interested persons of the Fund | ||||||||||||||||||||||||||||||||||||||||||||
| Robert P. Bremner | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| Jack B. Evans | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| William C. Hunter | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| David J. Kundert | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| William J. Schneider | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| Judith M. Stockdale | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
Carole E. Stone(2) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
Nominee who is an interested person of the Fund | ||||||||||||||||||||||||||||||||||||||||||||
| Timothy R. Schwertfeger | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| (1) | The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member. |
A-2
| Dollar Range of Equity Securities(1) | ||||||||||||||||||||||||||||||||||||
| Insured | ||||||||||||||||||||||||||||||||||||
| Board Member | Maryland | Massachusetts | Massachusetts | Massachusetts | Michigan | Missouri | New Jersey | New Jersey | ||||||||||||||||||||||||||||
| Nominees/Board | Premium | Dividend | Premium | Tax-Free | Dividend | Premium | Dividend | Dividend | ||||||||||||||||||||||||||||
| Members | Income | Advantage | Income | Advantage | Advantage | Income | Advantage | Advantage 2 | ||||||||||||||||||||||||||||
Nominees/Board Members who are not interested persons of the Fund | ||||||||||||||||||||||||||||||||||||
| Robert P. Bremner | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| Jack B. Evans | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| William C. Hunter | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| David J. Kundert | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| William J. Schneider | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| Judith M. Stockdale | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
Carole E. Stone(2) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
Nominee who is an interested person of the Fund | ||||||||||||||||||||||||||||||||||||
| Timothy R. Schwertfeger | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| (1) | The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member. |
A-3
| Dollar Range of Equity Securities(1) | ||||||||||||||||||||||||||||||||||||||||||||
| North | North | North | North | |||||||||||||||||||||||||||||||||||||||||
| Board Member | Carolina | Carolina | Carolina | Carolina | Pennsylvania | Pennsylvania | Pennsylvania | Pennsylvania | ||||||||||||||||||||||||||||||||||||
| Nominees/Board | Dividend | Dividend | Dividend | Premium | Ohio Dividend | Ohio Dividend | Ohio Dividend | Dividend | Dividend | Investment | Premium | |||||||||||||||||||||||||||||||||
| Members | Advantage | Advantage 2 | Advantage 3 | Income | Advantage | Advantage 2 | Advantage 3 | Advantage | Advantage 2 | Quality | Income 2 | |||||||||||||||||||||||||||||||||
Nominees/Board Members who are not interested persons of the Fund | ||||||||||||||||||||||||||||||||||||||||||||
| Robert P. Bremner | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| Jack B. Evans | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| William C. Hunter | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| David J. Kundert | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| William J. Schneider | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 50,001-$100,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| Judith M. Stockdale | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
Carole E. Stone(2) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
Nominee who is an interested person of the Fund | ||||||||||||||||||||||||||||||||||||||||||||
| Timothy R. Schwertfeger | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| (1) | The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member. |
A-4
| Dollar Range of Equity Securities(1) | ||||||||||||||||||||
| Aggregate Dollar | ||||||||||||||||||||
| Range of Equity | ||||||||||||||||||||
| Securities in all | ||||||||||||||||||||
| Registered | ||||||||||||||||||||
| Investment | ||||||||||||||||||||
| Companies Overseen | ||||||||||||||||||||
| by Board Member | ||||||||||||||||||||
| Texas | Virginia | Virginia | Virginia | Nominees in Family | ||||||||||||||||
| Board Member | Quality | Dividend | Dividend | Premium | of Investment | |||||||||||||||
| Nominees/Board Members | Income | Advantage | Advantage 2 | Income | Companies | |||||||||||||||
Nominees/Board Members who are not interested persons of the Fund | ||||||||||||||||||||
| Robert P. Bremner | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Over $ | 100,000 | ||||||||||
| Jack B. Evans | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Over $ | 100,000 | ||||||||||
| William C. Hunter | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Over $ | 100,000 | ||||||||||
| David J. Kundert | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Over $ | 100,000 | ||||||||||
| William J. Schneider | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Over $ | 100,000 | ||||||||||
| Judith M. Stockdale | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Over $ | 100,000 | ||||||||||
Carole E. Stone(2) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
Nominee who is an interested person of the Fund | ||||||||||||||||||||
| Timothy R. Schwertfeger | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Over $ | 100,000 | ||||||||||
| (1) | The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member. |
A-5
The following table sets forth, for each Board Member and for the Deferred Compensation
Plan for Independent Board Members.Members and Officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2006. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.
A-1
Officer.
| Fund Shares Owned By Board Members and Officers(1) | ||||||||||||||||||||||||
| Arizona Dividend | Arizona Dividend | Arizona Dividend | Connecticut Dividend | Connecticut Dividend | Connecticut Dividend | |||||||||||||||||||
| Board Member Nominees/Board Members | Advantage | Advantage 2 | Advantage 3 | Advantage | Advantage 2 | Advantage 3 | ||||||||||||||||||
Nominees/Board Members who are not interested persons of the Fund | ||||||||||||||||||||||||
| Robert P. Bremner | 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 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Carole E. Stone(2) | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Nominee who is an interested person of the Fund | ||||||||||||||||||||||||
| Timothy R. Schwertfeger | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
All Board Members and Officers as a Group | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
A-6
Fund Shares Owned By Board Members and Officers(1) Insured Connecticut Florida Florida Florida Insured Georgia Georgia Georgia Board Member Premium Investment Quality Premium Florida Dividend Dividend Premium Nominees/Board Members Income Quality Income Income Tax-Free Advantage Advantage Advantage 2 Income Nominees/Board Members who are not interested persons of the FundRobert P. Bremner 0 0 0 0 0 0 0 0 Jack B. Evans 0 0 0 0 0 0 0 0 William C. Hunter 0 0 0 0 0 0 0 0 David J. Kundert 0 0 0 0 0 0 0 0 William J. Schneider 0 0 0 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 0 0 0 Carole E. Stone(2) 0 0 0 0 0 0 0 0 Nominee who is an interested person of the FundTimothy R. Schwertfeger 0 0 0 0 0 0 0 0 All Board Members and
Officers as a Group 0 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. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to being appointed as a Board Member. |
A-7
Fund Shares Owned By Board Members and Officers(1) Insured New New Maryland Maryland Maryland Maryland Massachusetts Massachusetts Massachusetts Michigan Missouri Jersey Jersey Board Member Dividend Dividend Dividend Premium Dividend Premium Tax-Free Dividend Premium Dividend Dividend Nominees/Board Members Advantage Advantage 2 Advantage 3 Income Advantage Income Advantage Advantage Income Advantage Advantage 2 Nominees/Board Members who are not interested persons of the FundRobert P. Bremner 0 0 0 0 0 0 0 0 0 0 0 Jack B. Evans 0 0 0 0 0 0 0 0 0 0 0 William C. Hunter 0 0 0 0 0 0 0 0 0 0 0 David J. Kundert 0 0 0 0 0 0 0 0 0 0 0 William J. Schneider 0 0 0 0 0 0 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 0 0 0 0 0 0 Carole E. Stone(2) 0 0 0 0 0 0 0 0 0 0 0 Nominee who is an interested person of the FundTimothy R. Schwertfeger 0 0 0 0 0 0 0 0 0 0 0 All Board Members and Officers as a Group 0 0 0 0 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. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to being appointed as a Board Member. |
A-8
Fund Shares Owned By Board Members and Officers(1) North North North North Carolina Carolina Carolina Carolina Ohio Ohio Ohio Pennsylvania Pennsylvania Pennsylvania Pennsylvania Dividend Dividend Dividend Premium Dividend Dividend Dividend Dividend Dividend Investment Premium Board Member Nominees/Board Members Advantage Advantage 2 Advantage 3 Income Advantage Advantage 2 Advantage 3 Advantage Advantage 2 Quality Income 2 Nominees/Board Members who are not interested persons of the FundRobert P. Bremner 0 0 0 0 0 0 0 0 0 0 0 Jack B. Evans 0 0 0 0 0 0 0 0 0 0 0 William C. Hunter 0 0 0 0 0 0 0 0 0 0 0 David J. Kundert 0 0 0 0 0 0 0 0 0 0 0 William J. Schneider 0 0 0 0 0 3,560 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 0 0 0 0 0 0 Carole E. Stone(2) 0 0 0 0 0 0 0 0 0 0 0 Nominee who is an interested person of the FundTimothy R. Schwertfeger 0 0 0 0 0 0 0 0 0 0 0 All Board Members and
Officers as a Group 0 0 0 0 0 3,560 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. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to being appointed as a Board Member. |
A-9
Fund Shares Owned By Board Members and Officers(1) Texas Virginia Virginia Virginia Quality Dividend Dividend Premium Board Member Nominees/Board Members Income Advantage Advantage 2 Income Nominees/Board Members who are not interested persons of the FundRobert P. Bremner 0 0 0 0 Jack B. Evans 0 0 0 0 William C. Hunter 0 0 0 0 David J. Kundert 0 0 0 0 William J. Schneider 0 0 0 0 Judith M. Stockdale 0 0 0 0 Carole E. Stone(2) 0 0 0 0 Nominee who is an interested person of the FundTimothy R. Schwertfeger 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. The information as to beneficial ownership is based on statements furnished by each Board Member and officer. |
| (2) | In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to being appointed as a Board Member. |
A-10
Appendix B
Dates Relating 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-2
Original Investment Management Agreements
| Date Original | ||||||
| Date Original | Investment | |||||
| Investment | Management | |||||
| Date of Original | Management | Agreement was | ||||
| Investment | Agreement was | Last Approved for | ||||
| Management | Last Approved by | Continuance by | ||||
| Fund | Agreement | Shareholders | Board | |||
| Arizona Dividend Advantage | July 28, 2005 | July 26, 2005 | May | |||
| Arizona Dividend Advantage 2 | July 28, 2005 | July 26, 2005 | May | |||
| Arizona Dividend Advantage 3 | July 28, | July 26, 2005 | May | |||
| Connecticut Dividend Advantage | July 28, 2005 | July 26, 2005 | May | |||
| Connecticut Dividend Advantage 2 | July 28, 2005 | July 26, 2005 | May | |||
| Connecticut Dividend Advantage 3 | July | July 26, 2005 | May | |||
| Connecticut Premium Income | July 28, 2005 | July 26, 2005 | May | |||
| Florida Investment Quality | July 28, | July | May | |||
| Florida Quality Income | July 28, | July 26, 2005 | May | |||
| Insured Florida Premium Income | July 28, | July 26, 2005 | May | |||
| Insured Florida | July 28, 2005 | July 26, 2005 | May | |||
| Georgia Dividend Advantage | July 28, 2005 | July 26, 2005 | May | |||
| Georgia Dividend Advantage 2 | July | July 26, 2005 | May | |||
| Georgia Premium Income | July 28, 2005 | July 26, 2005 | May | |||
| Maryland Dividend Advantage | July 28, 2005 | July 26, 2005 | May | |||
| Maryland Dividend Advantage 2 | July 28, 2005 | July 26, 2005 | May | |||
| Maryland Dividend Advantage 3 | July 28, 2005 | July 26, 2005 | May 21, 2007 | |||
| Maryland Premium Income | July 28, 2005 | July 26, 2005 | May 21, 2007 | |||
| Massachusetts Dividend Advantage | July 28, 2005 | July 26, 2005 | May | |||
| Massachusetts Premium Income | July 28, | July 26, 2005 | May | |||
| Insured Massachusetts Tax-Free Advantage | July 28, | July 26, 2005 | May | |||
| Michigan Dividend Advantage | July 28, | July 26, 2005 | May | |||
| Missouri Premium Income | July 28, 2005 | July 26, 2005 | May | |||
| New Jersey Dividend Advantage | July 28, 2005 | July 26, 2005 | May | |||
| New Jersey Dividend Advantage 2 | July 28, | July | May |
| North Carolina Dividend Advantage | July 28, 2005 | July 26, 2005 | May | |||
| North Carolina Dividend Advantage 2 | July 28, 2005 | July 26, 2005 | May | |||
| North Carolina Dividend Advantage 3 | July | July 26, 2005 | May | |||
| North Carolina Premium Income | July 28, 2005 | July 26, 2005 | May | |||
| Ohio Dividend Advantage | July 28, 2005 | July 26, 2005 | May | |||
| Ohio Dividend Advantage 2 | July 28, 2005 | July 26, 2005 | May | |||
| Ohio Dividend Advantage 3 | July 28, | July 26, 2005 | May | |||
| Pennsylvania Dividend Advantage | July 28, 2005 | July 26, 2005 | May |
B-1
| Date Original | ||||||
| Date Original | Investment | |||||
| Investment | Management | |||||
| Date of Original | Management | Agreement was | ||||
| Investment | Agreement was | Last Approved for | ||||
| Management | Last Approved by | Continuance by | ||||
| Fund | Agreement | Shareholders | Board | |||
| Pennsylvania Dividend Advantage 2 | July 28, 2005 | July 26, 2005 | May | |||
| Pennsylvania Investment Quality | July 28, | July | May | |||
| Pennsylvania Premium Income 2 | July 28, | July 26, 2005 | May | |||
| Texas Quality Income | July 28, | July 26, 2005 | May | |||
| Virginia Dividend Advantage | July 28, 2005 | July 26, 2005 | May | |||
| Virginia Dividend Advantage 2 | July 28, 2005 | July 26, 2005 | May |
| Virginia Premium Income | July 28, 2005 | July 26, 2005 | May 21, 2007 | |||
B-2
Appendix C
FORM OF INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this [ ] day of [ ], 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.
(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. Asbetween <NAME OF FUND>, a result, NAC<ENTITY’S STATE OF ORGANIZATION> (the “Fund”), 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.
D-15
APPENDIX E
OFFICERS AND DIRECTORS OF NUVEEN ASSET MANAGEMENT, ("NAM"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 by 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 Trustees 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 to the management of registered closed-end, diversified management investment companies. |
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, provided by the Fund’s transfer agent) for the Fund, to permit any of its officers or employees to serve without compensation as trustees 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 1, 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(1) | Rate | |||
| <SCHEDULE> | ||||
| 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 borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to an annual fee schedule |
C-1
| that results in the following effective Complex-Level Fee rate at each specified Complex-Level Asset level: |
| Complex-Level Asset Breakpoint Level | Effective Rate at Breakpoint Level | |||
| ($ million) | (%) | |||
| 55,000 | 0.2000 | |||
| 56,000 | 0.1996 | |||
| 57,000 | 0.1989 | |||
| 60,000 | 0.1961 | |||
| 63,000 | 0.1931 | |||
| 66,000 | 0.1900 | |||
| 71,000 | 0.1851 | |||
| 76,000 | 0.1806 | |||
| 80,000 | 0.1773 | |||
| 91,000 | 0.1691 | |||
| 125,000 | 0.1599 | |||
| 200,000 | 0.1505 | |||
| 250,000 | 0.1469 | |||
| 300,000 | 0.1445 | |||
| 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 acase-by-case basis, as to whether or not these acquired funds would be included in the Nuveen complex of Eligible Funds and, if so, whether there would be a basis for any adjustments to the complex-level breakpoints. |
| D. | For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby. |
| 3. | The Adviser shall arrange for officers or employees of the Adviser to serve, without compensation from the Fund, as trustees, officers or agents of the Fund, if duly elected or appointed 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, trustees, or agents of the Fund are, or may be, interested in the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Fund otherwise than as trustees, officers or agents. |
C-2
| 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 in the performance of its obligations 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 similar to the Fund, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for the Fund may also be appropriate 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 more of such other accounts or funds simultaneously. In making such allocations, the main factors 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 1, 2008], unless and until terminated by either party 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 of Trustees 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, by the Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, in the event that it shall have been established by a court of competent jurisdiction 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.
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, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice. |
C-3
| 10. | The Fund’s Declaration of Trust is on file with the Secretary of the <ENTITY’S STATE OF ORGANIZATION>. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers and not individually and the obligations imposed upon the Fund by this Agreement are not binding upon any of the Fund’s Trustees, 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 law and (except as to Section 10 hereof which shall be construed in accordance with the laws of <ENTITY’S STATE OF ORGANIZATION>) the laws of the State of Illinois. |
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be executed on the day and year above written.
<NAME OF FUND>
by:
[Title]
Attest:
[Title]
NUVEEN ASSET MANAGEMENT
by:
[Title]
Attest:
[Title]
C-4
Appendix D
Complex-Level Fee Rates(1)
| Effective Rate at | ||
| Complex Daily Net Assets | Complex Daily Net | |
| Breakpoint Level | Assets | |
| First $55 billion | 0.2000% | |
| $56 billion | 0.1996% | |
| $57 billion | 0.1989% | |
| $60 billion | 0.1961% | |
| $63 billion | 0.1931% | |
| $66 billion | 0.1900% | |
| $71 billion | 0.1851% | |
| $76 billion | 0.1806% | |
| $80 billion | 0.1773% | |
| $91 billion | 0.1691% | |
| $125 billion | 0.1599% | |
| $200 billion | 0.1505% | |
| $250 billion | 0.1469% | |
| $300 billion | 0.1445% | |
Fund-Level Fee Rates, Aggregate
Management Fees Paid and Net Assets
Management Fees Paid and Net Assets
| Fees Paid to the | ||||||||||||||
| Fund Average | Adviser During Last | Net Assets as of | ||||||||||||
| Fund | Daily Net Assets | Fee Rate | Fiscal Year | 6/30/07 | ||||||||||
| Arizona Dividend Advantage | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 34,402,935 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Arizona Dividend Advantage 2 | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 54,376,758 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
D-1
| Fees Paid to the | ||||||||||||||
| Fund Average | Adviser During Last | Net Assets as of | ||||||||||||
| Fund | Daily Net Assets | Fee Rate | Fiscal Year | 6/30/07 | ||||||||||
| Arizona Dividend Advantage 3 | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 65,466,256 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Connecticut Dividend Advantage | For the first $125 million | 0.4500 | % | $ | 367,813 | $ | 57,005,432 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Connecticut Dividend Advantage 2 | For the first $125 million | 0.4500 | % | $ | 332,100 | $ | 51,384,549 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Connecticut Dividend Advantage 3 | For the first $125 million | 0.4500 | % | $ | 602,555 | $ | 93,478,515 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Connecticut Premium Income | For the first $125 million | 0.4500 | % | $ | 739,815 | $ | 114,395,328 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
D-2
| Fees Paid to the | ||||||||||||||
| Fund Average | Adviser During Last | Net Assets as of | ||||||||||||
| Fund | Daily Net Assets | Fee Rate | Fiscal Year | 6/30/07 | ||||||||||
| Florida Investment Quality | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 375,998,970 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| Florida Quality Income | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 329,757,419 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| Insured Florida Premium Income | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 327,107,005 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| Insured Florida Tax-Free Advantage | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 84,067,329 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Georgia Dividend Advantage | For the first $125 million | 0.4500 | % | $ | 281,000 | $ | 43,502,518 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Georgia Dividend Advantage 2 | For the first $125 million | 0.4500 | % | $ | 630,122 | $ | 98,006,830 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
D-3
| Fees Paid to the | ||||||||||||||
| Fund Average | Adviser During Last | Net Assets as of | ||||||||||||
| Fund | Daily Net Assets | Fee Rate | Fiscal Year | 6/30/07 | ||||||||||
| Georgia Premium Income | For the first $125 million | 0.4500 | % | $ | 532,562 | $ | 82,559,194 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| Maryland Dividend Advantage | For the first $125 million | 0.4500 | % | $ | 595,639 | $ | 92,455,360 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Maryland Dividend Advantage 2 | For the first $125 million | 0.4500 | % | $ | 601,122 | $ | 93,286,998 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Maryland Dividend Advantage 3 | For the first $125 million | 0.4500 | % | $ | 744,410 | $ | 115,562,640 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Maryland Premium Income | For the first $125 million | 0.4500 | % | $ | 1,483,239 | $ | 232,014,002 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| Massachusetts Dividend Advantage | For the first $125 million | 0.4500 | % | $ | 281,997 | $ | 43,688,489 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
D-4
| Fees Paid to the | ||||||||||||||
| Fund Average | Adviser During Last | Net Assets as of | ||||||||||||
| Fund | Daily Net Assets | Fee Rate | Fiscal Year | 6/30/07 | ||||||||||
| Massachusetts Premium Income | For the first $125 million | 0.4500 | % | $ | 660,465 | $ | 102,407,666 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| Insured Massachusetts Tax-Free | For the first $125 million | 0.4500 | % | $ | 383,427 | $ | 59,433,627 | |||||||
| Advantage | 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Michigan Dividend Advantage | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 46,313,589 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Missouri Premium Income | For the first $125 million | 0.4500 | % | $ | 313,236 | $ | 48,349,047 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| New Jersey Dividend Advantage | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 144,622,276 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| New Jersey Dividend Advantage 2 | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 101,951,544 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
D-5
| Fees Paid to the | ||||||||||||||
| Fund Average | Adviser During Last | Net Assets as of | ||||||||||||
| Fund | Daily Net Assets | Fee Rate | Fiscal Year | 6/30/07 | ||||||||||
| North Carolina Dividend Advantage | For the first $125 million | 0.4500 | % | $ | 323,088 | $ | 49,983,848 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| North Carolina Dividend Advantage 2 | For the first $125 million | 0.4500 | % | $ | 533,695 | $ | 82,687,117 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| North Carolina Dividend Advantage 3 | For the first $125 million | 0.4500 | % | $ | 540,003 | $ | 83,757,653 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| North Carolina Premium Income | For the first $125 million | 0.4500 | % | $ | 882,150 | $ | 136,779,785 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| Ohio Dividend Advantage | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 93,891,437 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Ohio Dividend Advantage 2 | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 69,552,814 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Ohio Dividend Advantage 3 | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 48,561,084 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
D-6
| Fees Paid to the | ||||||||||||||
| Fund Average | Adviser During Last | Net Assets as of | ||||||||||||
| Fund | Daily Net Assets | Fee Rate | Fiscal Year | 6/30/07 | ||||||||||
| Pennsylvania Dividend Advantage | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 74,757,459 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Pennsylvania Dividend Advantage 2 | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 84,012,416 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Pennsylvania Investment Quality | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 372,282,287 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| Pennsylvania Premium Income 2 | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 343,587,543 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| Texas Quality Income | For the first $125 million | 0.4500 | % | $ | [ ] | $ | 209,747,824 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
D-7
| Fees Paid to the | ||||||||||||||
| Fund Average | Adviser During Last | Net Assets as of | ||||||||||||
| Fund | Daily Net Assets | Fee Rate | Fiscal Year | 6/30/07 | ||||||||||
| Virginia Dividend Advantage | For the first $125 million | 0.4500 | % | $ | 452,789 | $ | 70,202,980 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Virginia Dividend Advantage 2 | For the first $125 million | 0.4500 | % | $ | 819,744 | $ | 127,199,309 | |||||||
| 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 $2 billion and over | 0.3750 | % | ||||||||||||
| Virginia Premium Income | For the first $125 million | 0.4500 | % | $ | 1,250,000 | $ | 194,772,186 | |||||||
| 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 $5 billion and over | 0.3750 | % | ||||||||||||
| (1) | Prior to August 20, 2007, the complex-level fee rates were based on the following schedule: |
| Effective Rate at | ||
| Complex Daily Net Assets | Complex Daily Net | |
| Breakpoint Level | Assets | |
| First $55 billion | 0.2000% | |
| $56 billion | 0.1996% | |
| $57 billion | 0.1989% | |
| $60 billion | 0.1961% | |
| $63 billion | 0.1931% | |
| $66 billion | 0.1900% | |
| $71 billion | 0.1851% | |
| $76 billion | 0.1806% | |
| $80 billion | 0.1773% | |
| $91 billion | 0.1698% | |
| $125 billion | 0.1617% | |
| $200 billion | 0.1536% | |
| $250 billion | 0.1509% | |
| $300 billion | 0.1499% | |
D-8
Appendix E
Officers and Directors of Nuveen Asset Management (“NAM”)
| Name | Principal Occupation | |
| John P. Amboian | Chief Executive Officer and Director of Nuveen Investments, Inc. and Nuveen Asset Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments | |
| Peter H. D’Arrigo | Vice President | |
| William M. Fitzgerald | Managing Director of Nuveen Asset Management; Vice President of Nuveen Investments Advisers Inc.; Vice President of funds in Nuveen fund complex. | |
| Sherri A. Hlavacek | Vice President and | |
| 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., | |
| John L. MacCarthy | Senior Vice President and Secretary of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc; Nuveen Investments Holdings, Inc.; Nuveen Investments Advisers Inc., NWQ Holdings, LLC and Nuveen Investments Institutional Services Group LLC; Assistant Secretary of NWQ Investment Management Company, LLC and Tradewinds Global Investors, LLC; Secretary of Symphony Asset Management LLC and Santa Barbara Asset Management, LLC. | |
| Larry W. Martin | Vice President | |
| Kevin J. McCarthy | Vice President and | |
| Timothy R. Schwertfeger | Director and Non-Executive Chairman of Nuveen Investments, Inc.; Chairman of Nuveen Investments Advisers, Inc.; Chairman of the Board and Board Member of funds in Nuveen fund | |
| Glenn R. Richter | Executive Vice President, | |
| Gifford R. Zimmerman | Managing Director and Assistant Secretary |
E-1
Appendix F
Beneficial Owners of More Than 5% of Fund Shares
| Name and Address | ||||||||||||||||
| Title of | of Beneficial | Number of | Percent of | |||||||||||||
| Fund | Class | Owner | Shares Owned | Class | ||||||||||||
| % | ||||||||||||||||
| % | ||||||||||||||||
| % | ||||||||||||||||
| % | ||||||||||||||||
F-1
Appendix G
Number of Board and Committee Meetings
Held During Each Fund’s Last Fiscal Year
Held During Each Fund’s Last Fiscal Year
| Compliance | ||||||||||||||||||||||||||||
| Risk | ||||||||||||||||||||||||||||
| Management | ||||||||||||||||||||||||||||
| and | Nominating | |||||||||||||||||||||||||||
| Regulatory | and | |||||||||||||||||||||||||||
| Executive | Dividend | Oversight | Audit | Governance | ||||||||||||||||||||||||
| Regular Board | Special Board | Committee | Committee | Committee | Committee | Committee | ||||||||||||||||||||||
Fund | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting | |||||||||||||||||||||
| Arizona Dividend Advantage | ||||||||||||||||||||||||||||
| Arizona Dividend Advantage 2 | ||||||||||||||||||||||||||||
| Arizona Dividend Advantage 3 | ||||||||||||||||||||||||||||
| Connecticut Dividend Advantage | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Connecticut Dividend Advantage 2 | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Connecticut Dividend Advantage 3 | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Connecticut Premium Income | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Florida Investment Quality | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| Florida Quality Income | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| Insured Florida Premium Income | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| Insured Florida Tax-Free Advantage | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| Georgia Dividend Advantage | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Georgia Dividend Advantage 2 | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Georgia Premium Income | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Maryland Dividend Advantage | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Maryland Dividend Advantage 2 | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Maryland Dividend Advantage 3 | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Maryland Premium Income | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Massachusetts Dividend Advantage | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Massachusetts Premium Income | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Insured Massachusetts Tax-Free Advantage | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Michigan Dividend Advantage | ||||||||||||||||||||||||||||
| Missouri Premium Income | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| New Jersey Dividend Advantage | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| New Jersey Dividend Advantage 2 | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| North Carolina Dividend Advantage | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| North Carolina Dividend Advantage 2 | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| North Carolina Dividend Advantage 3 | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| North Carolina Premium Income | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Ohio Dividend Advantage | ||||||||||||||||||||||||||||
| Ohio Dividend Advantage 2 | ||||||||||||||||||||||||||||
| Ohio Dividend Advantage 3 | ||||||||||||||||||||||||||||
| Pennsylvania Dividend Advantage | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| Pennsylvania Dividend Advantage 2 | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| Pennsylvania Investment Quality | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| Pennsylvania Premium Income 2 | 4 | 5 | 0 | 3 | 4 | 4 | 4 | |||||||||||||||||||||
| Texas Quality Income | ||||||||||||||||||||||||||||
| Virginia Dividend Advantage | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Virginia Dividend Advantage 2 | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
| Virginia Premium Income | 4 | 5 | 0 | 4 | 4 | 4 | 4 | |||||||||||||||||||||
G-1
Appendix H
Nuveen Fund Board
Audit Committee Charter
Audit Committee Charter
| I. | Organization and Membership |
There shall be a committee of each Board of Directors/Trustees (the “Board”) of the Nuveen Management Investment Companies (the “Funds” or, individually, a “Fund”) to be known as the Audit Committee. The Audit Committee shall be comprised of at least three Directors/Trustees. Audit Committee members shall be independent of the Funds and free of any relationship that, in the opinion of the Directors/Trustees, would interfere with their exercise of independent judgment as an Audit Committee member. In particular, each member must meet the independence and experience requirements applicable to the Funds of the exchanges on which shares of the Funds are listed, Section 10a of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”). Each such member of the Audit Committee shall have a basic understanding of finance and accounting, be able to read and understand fundamental financial statements, and be financially literate, and at least one such member shall have accounting or related financial management expertise, in each case as determined by the Directors/Trustees, exercising their business judgment (this person may also serve as the Audit Committee’s “financial expert” as defined by the Commission). The Board shall appoint the members and the Chairman of the Audit Committee, on the recommendation of the Nominating and Governance Committee. The Audit Committee shall meet periodically but in any event no less frequently than on a semi-annual basis. Except for the Funds, Audit Committee members shall not serve simultaneously on the audit committees of more than two other public companies.
| II. | Statement of Policy, Purpose and Processes |
The Audit Committee shall assist the Board in oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audits of the financial statements, of the Funds; (2) the quality and integrity of the financial statements of the Funds; (3) the Funds’ compliance with legal and regulatory requirements; (4) the independent auditors’ qualifications, performance and independence; and (5) oversight of the Pricing Procedures of the Funds and the Valuation Group. In exercising this oversight, the Audit Committee can request other committees of the Board to assume responsibility for some of the monitoring as long as the other committees are composed exclusively of independent directors.
In doing so, the Audit Committee shall seek to maintain free and open means of communication among the Directors/Trustees, the independent auditors, the internal auditors and the management of the Funds. The Audit Committee shall meet periodically with Fund management, the Funds’ internal auditor, and the Funds’ independent auditors, in separate executive sessions. The Audit Committee shall prepare reports of the Audit Committee as required by the Commission to be included in the Fund’s annual proxy statements or otherwise.
The Audit Committee shall have the authority and resources in its discretion to retain special legal, accounting or other consultants to advise the Audit Committee and to otherwise discharge its responsibilities, including appropriate funding as determined by the Audit Committee for compensation to independent auditors engaged for the purpose of preparing
H-1
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 Investments, Inc. (or its affiliates) (collectively, “Nuveen”) or the Funds’ independent auditors or outside counsel to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Funds’ independent auditors and internal auditors shall have unrestricted accessibility at any time to Committee members.
Responsibilities
Fund management has the primary responsibility to establish and maintain systems for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. Each independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds shall report directly to the Audit Committee. The independent auditors are ultimately accountable to the Board and the Audit Committee. It is the ultimate responsibility of the Audit Committee to select, appoint, retain, evaluate, oversee and replace any independent auditors and to determine their compensation, subject to ratification of the Board, if required. These Audit Committee responsibilities may not be delegated to any other Committee or the Board.
The Audit Committee is responsible for the following:
With respect to Fund financial statements:
| 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 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 |
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| 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 managementand/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 auditorsand/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 general 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 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 |
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| accounting issues presented by the engagement, any significant changes required from the originally planned audit programs and any adjustments to the financial statements recommended by the auditors. |
| 3. | Pre-approving all audit services and permitted non-audit services, and the terms thereof, to be performed for the Funds by their independent auditors, subject to the de minimis exceptions for non-audit services described in Section 10a of the Exchange Act that the Audit Committee approves prior to the completion of the audit, in accordance with any policies or procedures relating thereto as adopted by the Board or the Audit Committee. The Chairman of the Audit Committee shall be authorized to give pre-approvals of such non-audit services on behalf of the Audit Committee. |
| 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 Funds’ financial statements) and obtaining from the independent auditors any information about illegal acts in accordance with Section 10a(b). |
| 6. | Ensuring the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law, and further considering the rotation of the independent auditor firm itself. |
| 7. | Establishing and recommending to the Board for ratification policies for the Funds’, Fund management or the Fund adviser’s hiring of employees or former employees of the independent auditor who participated in the audits of the Funds. |
| 8. | Taking, or recommending that the Board take, appropriate action to oversee the independence of the outside auditor. |
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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 original 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 Pricing Procedures and actions taken by the internal Valuation Group (“Valuation Matters”). The Valuation Group will report on Valuation Matters to the Committeeand/or the Board of Directors/Trustees, as appropriate. |
| 2. | Performing all duties assigned to it under the Funds’ Pricing Procedures, as such may be amended 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 Committee should consider the risks to the Funds in assessing the possible resolutions of these Valuation Matters. |
| 5. | Evaluating, as it deems necessary or appropriate, the performance of any pricing agent and recommend changes thereto to the full Board. |
| 6. | Reviewing any reports or comments from examinations by regulatory authorities relating to Valuation Matters of the Funds and consider management’s responses to any such comments and, to the extent the Committee deems necessary or appropriate, propose to managementand/or the full Board the modification of the Fund’s policies and procedures relating to such matters. The Committee, if deemed necessary or desirable, may also meet with regulators. |
| 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 improvements of such procedures or other Valuation Matters, and assessing the possible resolutions of issues regarding Valuation Matters brought to its attention. |
| 8. | Performing any special review, investigations or oversight responsibilities relating to Valuation as requested by the Board of Directors/Trustees. |
H-5
| 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 compliance 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 accounting and financial controls of the Funds, and eliciting any recommendations for the improvement of internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose payments, transactions or procedures that might be deemed illegal or otherwise improper. | |
| 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. | |
| 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 management, the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the Funds, as well as employees of the Funds. |
H-6
Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Funds’ financial statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to ensure compliance with laws and regulations.
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![[NUVEEN INVESTMENTS LOGO]](https://capedge.com/proxy/PRE 14A/0000950137-07-011466/c16863wc1686302.gif)
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NFZ0705
[NUVEEN INVESTMENTS LOGO]
| www.nuveen.com | NFZ-MDP1007 |
Nuveen Investments • 333 West Wacker Drive
Dr. •
Chicago IL 60606
www.nuveen.com
Chicago IL 60606
www.nuveen.com
999 999 999 999 99
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, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043.
**** CONTROL NUMBER: 999 999 999 999 98 ****
[FUND
| 1. | Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions. | |
| 2. | On the Internet atwww.proxyweb.com, and follow the simple instructions. | |
| 3. | Sign, Date and Return this proxy card using the enclosed postage-paid envelope. |
FUND NAME PRINTS HERE]
HERE
COMMON SHARES
COMMON SHARES
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR A SPECIALAN ANNUAL MEETING OF SHAREHOLDERS, JULY 26, 2005
A SpecialOCTOBER 12, 2007
The Annual Meeting of shareholders will be held Friday, October 12, 2007 at 10:00 a.m. Central time, in the Assembly Room31st Floor conference room of The
Northern Trust Company, 50 South LaSalle Street,Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Tuesday,
July 26, 2005, at 10:30 a.m., Chicago time.Illinois. At this meeting, you will be asked to vote on the proposalproposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. DroegerKevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the SpecialAnnual Meeting of shareholders to be held on July 26, 2005,October 12, 2007, 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)
690-6903AT (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.com)(www.proxyweb.com).
ê Date:
-----------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT. (Please
(Please sign in Box)
----------------------------------------
----------------------------------------
(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,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.
| ê | ê ETF-MA-A-MM |
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 FORTH IN THIS PROXY.
1. Approval
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, “FOR” approval of the new investment FOR AGAINST ABSTAIN
management agreement. [ ] [ ] [ ]
agreement and “FOR” the ratification of the independent registered public accounting firm.
| ê | Please fill in box(es) as shown using black or blue ink or number 2 pencil.x | ê | ||
| PLEASE DO NOT USE FINE POINT PENS. |
| FOR | AGAINST | ABSTAIN | ||||||
| 1. | To approve a new investment management agreement between each Fund and Nuveen Asset Management (“NAM”), each Fund’s investment adviser. | o | o | o | ||||
| FOR NOMINEES listed at left (except as marked to the contrary) | WITHHOLD AUTHORITY to vote for all nominees listed at left | |||||||
| 2. | Election of Board Members: | |||||||
| Class I: | ||||||||
| (1) Judith M. Stockdale | o | o | ||||||
| (2) Carole E. Stone | ||||||||
| (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided above.) | ||||||||
| FOR | AGAINST | ABSTAIN | ||||||
| 3. | To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the current fiscal year. | o | o | o | ||||
| 4. | To transact such other business as may properly come before the Annual Meeting. | |||||||
| ê | ê ETF-MA-A-MM |
PLEASE SIGN ON REVERSE SIDE
Nuveen Investments• 333 West Wacker Dr.•
Chicago IL 60606
www.nuveen.com
Chicago IL 60606
www.nuveen.com
999 999 999 999 99
3 EASY WAYS TO VOTE YOUR PROXY
| 1. | Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions. | |
| 2. | On the Internet atwww.proxyweb.com, and follow the simple instructions. | |
| 3. | Sign, Date and Return this proxy card using the enclosed postage-paid envelope. |
FUND NAME PRINTS HERE
MUNIPREFERRED SHARES
MUNIPREFERRED SHARES
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 12, 2007
The Annual Meeting of shareholders will be held Friday, October 12, 2007 at 10:00 a.m. Central time, in the 31st Floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on October 12, 2007, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.com).
ê Date:
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
(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.
| ê | ê ETF-MA-A-P-MM |
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, “FOR” approval of the new investment management agreement and “FOR” the ratification of the independent registered public accounting firm.
| ê | Please fill in box(es) as shown using black or blue ink or number 2 pencil.x | ê | ||
| PLEASE DO NOT USE FINE POINT PENS. |
| FOR | AGAINST | ABSTAIN | ||||||||
| 1. | To approve a new investment management agreement between each Fund and Nuveen Asset Management (“NAM”), each Fund’s investment adviser. | o | o | o | ||||||
| FOR NOMINEES listed at left (except as marked to the contrary) | WITHHOLD AUTHORITY to vote for all nominees listed at left | |||||||||
| 2. | Election of Board Members: | |||||||||
| Class I: | Preferred Shares Only | |||||||||
| (01) Judith M. Stockdale | (03) William J. Schneider | |||||||||
| (02) Carole E. Stone | (04) Timothy R. Schwertfeger | o | o | |||||||
| (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.) | ||||||||||
| FOR | AGAINST | ABSTAIN | ||||||||
| 3. | To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the current fiscal year. | o | o | o | ||||||
| 4. | To transact such other business as may properly come before the Annual Meeting. | |||||||||
| ê | PLEASE SIGN ON REVERSE SIDE | ETF-MA-A-P-MM ê |