BY-LAWS
OF
NUVEEN LEVERAGED MUNICIPAL CLOSED-END FUNDS
ORGANIZED AS
MASSACHUSETTS BUSINESS TRUSTS
(Amended and Restated as of October 22, 2002)
ARTICLE I
DECLARATION OF TRUST
AND
OFFICES
Section 1.1. The Trust; Declaration of Trust. These are the By-Laws, of
each Nuveen Leveraged Municipal Closed-End Fund listed on Exhibit A, each a
Massachusetts business trust established by its own Declaration of Trust (each
such fund being referred to individually as the "Trust"). The Trust shall be
subject to the Declaration of Trust, as from time to time in effect (the
"Declaration of Trust").
Section 1.2. Registered Agent. The registered agent of the Trust in the
Commonwealth of Massachusetts shall be CT Corporation System, 150 Federal
Street, Boston, Massachusetts, or such other agent as may be fixed by the Board
of Trustees.
Section 1.3 Other Offices. The Trust may have such other offices and places
of business within or without the Commonwealth of Massachusetts as the Board of
Trustees shall determine.
ARTICLE II
SHAREHOLDERS
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Section 2.1. Place of Meetings. Meetings of the Shareholders may be held at
such place or places within or without the Commonwealth of Massachusetts as
shall be fixed by the Board of Trustees and stated in the notice of the meeting.
Section 2.2. Regular Meeting. Regular meetings of the Shareholders for the
election of Trustees and the transaction of such other business as may
properly come before the meeting shall be held on an annual or other less
frequent periodic basis at such date and time as the Board of Trustees by
resolution shall designate, except as otherwise required by applicable law.
Section 2.3. Special Meeting. Special meetings of the Shareholders for
any purpose or purposes may be called by the Chairman of the Board, the Chief
Administrative Officer or two or more Trustees, and must be called at the
written request stating the purpose or purposes of the meeting, of Shareholders
entitled to cast at least l0 percent of all the votes entitled to be cast at the
meeting.
Section 2.4. Notice of Meetings. Notice stating the time and place of the
meeting and in the case of a special meeting the purpose or purposes thereof
and by whom called, shall be delivered to each Shareholder not less than ten
(10) nor more than ninety (90) days prior to the meeting, except where the
meeting is an adjourned meeting and the date, time and place of the meeting
were announced at the time of the adjournment.
Section 2.5. Quorum and Action. (a) The holders of a majority of the voting
power of the shares of beneficial interest of the Trust (the "Shares") entitled
to vote at a meeting are a quorum for the transaction of business. If a quorum
is present when a duly called or held meeting is convened, the Shareholders
present may continue to transact business until adjournment, even though the
withdrawal of a number of Shareholders originally present leaves less than the
proportion or number otherwise required for a quorum. Notwithstanding the
foregoing, when the holders of Preferred Shares are entitled to elect any of
the Trust's Trustees by class vote of such holders, the holders of 33 1/3% of
the Shares entitled to vote at a meeting shall constitute a quorum for the
purpose of such an election.
(b) The Shareholders shall take action by the affirmative vote of the
holders of a majority, except in the case of the election of Trustees which
shall only require a plurality, of the voting power of the Shares present and
entitled to vote at a meeting of Shareholders at which a quorum is present,
except as may be otherwise required by the Investment Company Act of 1940, as
amended (the "1940 Act"), the Declaration of Trust or any resolution of the
Trustees which authorizes the issuance of Preferred Shares.
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Section 2.6. Voting. At each meeting of the Shareholders, every, holder of
Shares then entitled to vote may vote in person or by proxy and, except as
otherwise provided by the 1940 Act, the Declaration of Trust or any resolution
of the Trustees which authorizes the issuance of Preferred Shares, shall have
one vote for each Share registered in his name.
Section 2.7. Proxy Representation. A Shareholder may cast or authorize the
casting of a vote by filing a written appointment of a proxy with an officer of
the Trust at or before the meeting at which the appointment is to be effective.
The placing of a Shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures which
are reasonably designed to verify that such instructions have been authorized by
such Shareholder, shall constitute execution of such proxy by or on behalf of
such Shareholder. The appointment of a proxy is valid for eleven months, unless
a longer period is expressly provided in the appointment. No appointment is
irrevocable unless the appointment is coupled with an interest in the Shares or
in the Trust. Any copy, facsimile telecommunication or other reliable
reproduction of a proxy may be substituted for or used in lieu of the original
proxy for any and all purposes for which the original proxy could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original proxy.
Section 2.8. Adjourned Meetings. Any meeting of Shareholders may by
announcement thereat, be adjourned to a designated time and place by the vote
of the holders of a majority of the Shares present and entitled to vote thereat
even though less than a quorum is so present. An adjourned meeting may reconvene
as designed, and when a quorum is present any business may be transacted which
might have been transacted at the meeting as originally called.
Section 2.9. Action by Written Consent in Lieu of Meeting of Shareholders.
See Section 6.3 of these By-Laws.
ARTICLE III
TRUSTEES
Section 3.1. Qualifications and Number: Vacancies. Each Trustee shall be a
natural person. A Trustee need not be a Shareholder, a citizen of the United
States, or a resident of the Commonwealth of Massachusetts. The number of
Trustees of the Trust, their term and election and the filling of vacancies,
shall be as provided in the Declaration of Trust.
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Section 3.2. Powers. The business and affairs of the Trust shall be managed
under the direction of the Board of Trustees. All powers of the Trust may be
exercised by or under the authority of the Board of Trustees, except those
conferred on or reserved to the Shareholders by statute, the Declaration of
Trust or these By-Laws.
Section 3.3. Investment Policies. It shall be the duty of the Board of
Trustees to ensure that the purchase, sale, retention and disposal of portfolio
securities and the other investment practices of the Trust are at all times
consistent with the investment objectives, policies and restrictions with
respect to securities investments and otherwise of the Trust filed from time to
time with the Securities and Exchange Commission and as required by the 1940
Act, unless such duty is delegated to an investment adviser pursuant to a
written contract, as provided in the Declaration of Trust. The Trustees,
however, may delegate the duty of management of the assets of the Trust and may
delegate such other of their powers and duties to the Executive Committee or any
other committee, or to an individual or corporate investment adviser to act as
investment adviser or subadviser pursuant to a written contract.
Section 3.4. Meetings. Regular meetings of the Trustees may be held
without notice at such times as the Trustees shall fix. Special meetings of the
Trustees may be called by the Chairman of the Board or the Chief Administrative
Officer, and shall be called at the written request of two or more Trustees.
Unless waived by each Trustee, three days' notice of special meetings shall be
given to each Trustee in person, by mail, by telephone, or by telegram or cable,
or by any other means that reasonably may be expected to provide similar notice.
Notice of special meetings need not state the purpose or purposes thereof.
Meetings of the Trustees may be held at any place within or outside the
Commonwealth of Massachusetts. A conference among Trustees by any means of
communication through which the Trustees may simultaneously hear each other
during the conference constitutes a meeting of the Trustees or of a committee of
the Trustees, if the notice requirements have been met (or waived) and if the
number of Trustees participating in the conference would be sufficient to
constitute a quorum at such meeting. Participation in such meeting by that means
constitutes presence in person at the meeting.
Section 3.5. Quorum and Action. A majority of the Trustees currently
holding office, or in the case of a meeting of a committee of the Trustees, a
majority of the members of such committee, shall constitute a quorum for the
transaction of business at any meeting. If a quorum is present when a duly
called or held meeting is convened, the Trustees present may continue to
transact business until adjournment, even though the withdrawal of a number of
Trustees originally present leaves less than the proportion or number otherwise
required for a quorum. At any duly held meeting at which a quorum
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is present, the affirmative vote of the majority of the Trustees present shall
be the act of the Trustees or the committee, as the case may be, on any
question, except where the act of a greater number is required by these By-Laws
or by the Declaration of Trust.
Section 3.6. Action by Written Consent in Lieu of Meetings of Trustees.
See Section 6.3 of these By-Laws.
Section 3.7. Committees. The Trustees, by resolution adopted by the
affirmative vote of a majority of the Trustees, may designate from their members
an Executive Committee, an Audit Committee (whose function shall be to advise
the Trustees as to the selection of and review of the work of the independent
public accountants of the Trust) and any other committee or committees, each
such committee to consist of two or more Trustees and to have such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Any such committee may be terminated at any time by the affirmative
vote of a majority of the Trustees.
ARTICLE IV
OFFICERS
Section 4.1. Number and Qualifications. The officers of the Trust shall
include a Chairman of the Board, a Chief Administrative Officer, a Controller,
one or more Vice Presidents (one of whom may be designated Executive Vice
President), a Treasurer, and a Secretary. Any two or more offices may be held by
the same person. Unless otherwise determined by the Trustees, each officer shall
be appointed by the Trustees for a term which shall continue until the meeting
of the Trustees following the next regular meeting of Shareholders and until his
successor shall have been duly elected and qualified, or until his death, or
until he shall have resigned or have been removed, as hereinafter provided in
these By-Laws. The Trustees may from time to time elect, or delegate to the
Chairman of the Board or the Chief Administrative Officer, or both, the power to
appoint, such officers (including one or more Assistant Vice Presidents, one or
more Assistant Treasurers and one or more Assistant Secretaries) and such agents
as may be necessary or desirable for the business of the Trust. Such other
officers shall hold office for such terms as may be prescribed by the Trustees
or by the appointing authority.
Section 4.2. Resignations. Any officer of the Trust may resign at any time
by giving written notice of his resignation to the Trustees, the Chairman of the
Board, the Chief Administrative Officer or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt,
and, unless
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otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 4.3. Removal. An officer may be removed at any time, with or
without cause, by a resolution approved by the affirmative vote of a majority of
the Trustees present at a duly convened meeting of the Trustees.
Section 4.4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause, may be filled for the
unexpired portion of the term by the Trustees, or in the manner determined by
the Trustees.
Section 4.5. The Chairman of the Board. The Chairman of the Board shall be
elected from among the Trustees. He shall:
(a) when present, preside at all meetings of the Trustees and of the
Shareholders;
(b) see that all orders and resolutions of the Trustees are carried
into effect; and
(c) maintain records of and, whenever necessary, certify all
proceedings of the Trustees and the Shareholders.
In the absence of the Chief Administrative Officer or in the event of his
disability, or inability to act or to continue to act, the Chairman of the Board
shall perform the duties of the Chief Administrative Officer and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
Chief Administrative Officer.
Section 4.6. The Chief Administrative Officer. The Chief Administrative
Officer shall be the chief executive and operating officer of the Trust and,
subject to the Chairman of the Board, he shall have general authority over and
general management and control of the business and affairs of the Trust. In
general, he shall discharge all duties incident to the office of the chief
executive and operating officer of the Trust and such other duties as may be
prescribed by the Trustees from time to time. The Chief Administrative Officer
shall be authorized to do or cause to be done all things necessary or
appropriate, including preparation, execution and filing of any documents, to
effectuate the registration from time to time of the Common Shares or Preferred
Shares of the Trust with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended. He shall perform all duties incident to the
office of
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Chief Administrative Officer and such other duties as from time to time may be
assigned to him by the Trustees or by these By-Laws. Despite the fact that
he/she is not a Trustee, in the absence of the Chairman of the Board or in the
event of his disability, or inability to act or to continue to act, the Chief
Administrative Officer shall perform the duties of the Chairman of the Board and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board.
Section 4.7. Executive Vice-President. In the case of the absence or
inability to act of the Chief Administrative Officer and the Chairman of the
Board, the Executive Vice-President shall perform the duties of the Chief
Administrative Officer and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chief Administrative Officer. The
Executive Vice-President shall perform all duties incident to the office of
Executive Vice-President and such other duties as from time to time may be
assigned to him by the Trustees, the Chief Administrative Officer or these
By-Laws.
Section 4.8. Vice Presidents. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Trustees, the Chairman
of the Board or the Chief Administrative Officer.
Section 4.9. Controller. The Controller shall:
(a) keep accurate financial records for the Trust;
(b) render to the Chairman of the Board, the Chief Administrative
Officer and the Trustees, whenever requested, an account of all
transactions by and of the financial condition of the Trust; and
(c) in general, perform all the duties incident to the office of
Controller and such other duties as from time to time may be assigned to
him by the Trustees, the Chairman of the Board or the Chief Administrative
Officer.
Section 4.10. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all the funds
and securities of the Trust, except those which the Trust has placed in the
custody of a bank or trust company pursuant to a written agreement
designating such bank or trust company as custodian of the property of the
Trust, as required by Section 6.6 of these By-Laws;
(b) deposit all money, drafts, and checks in the name of and to the
credit of the Trust in the banks and depositories designated by the
Trustees;
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(c) endorse for deposit all notes, checks, and drafts received by the
Trust making proper vouchers therefor:
(d) disburse corporate funds and issue checks and drafts in the name
of the Trust, as ordered by the Trustees; and
(e) in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him
by the Trustees, the Chairman of the Board or the Chief Administrative
Officer.
Section 4.11. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Trustees, the committees of the
Trustees and the Shareholders;
(b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by statute;
(c) be custodian of the records of the Trust;
(d) see that the books, reports, statements, certificates and other
documents and records required by statute to be kept and filed are properly
kept and filed; and
(e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him
by the Trustees, the Chairman of the Board or the Chief Administrative
Officer.
Section 4.12. Salaries. The salaries of all officers shall be fixed by the
Trustees and the Trustees have the authority by majority vote to reimburse
expenses and to establish reasonable compensation of all Trustees for services
to the Trust as Trustees, officers, or otherwise.
ARTICLE V
SHARES
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Section 5.1. Share Certificates. Each owner of Common Shares of the Trust
shall be entitled upon request to have a certificate, in such form as shall be
approved by the Trustees, representing the number of Common Shares of the Trust
owned by him. Certificates representing fractional Common Shares shall not be
issued. The certificates representing Common Shares shall be signed in the name
of the Trust by the Chairman of the Board, the Chief Administrative Officer, the
Executive Vice President or a Vice President and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer (which signatures may be
either manual or facsimile, engraved or printed). In case any officer who shall
have signed such certificate shall have ceased to be such officer before such
certificates shall be issued, they may nevertheless be issued by the Trust with
the same effect as if such officer were still in office at the date of their
issuance. No certificates representing Preferred Shares shall be issued except
as the Trustees may otherwise authorize.
Section 5.2. Books and Records; Inspection. The Trust shall keep at its
principal executive office, or at another place or places within the United
States determined by the Trustees, a share register not more than one year old,
containing the names and addresses of the shareholders and the number of Shares
held by each Shareholder. The Trust shall also keep, at its principal executive
office, or at another place or places within the United States determined by the
Trustees, a record of the dates on which certificates representing Shares were
issued.
Section 5.3. Share Transfers. Upon compliance with any provisions
restricting the transferability of Shares that may be set forth in the
Declaration of Trust, these By-Laws, or any resolution or written agreement in
respect thereof, transfers of Shares of the Trust shall be made only on the
books of the Trust by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with an
officer of the Trust, or with a transfer agent or a registrar and on surrender
of any certificate or certificates for such Shares properly endorsed and the
payment of all taxes thereon. Except as may be otherwise provided by law or
these By-Laws, the person in whose name Shares stand on the books of the Trust
shall be deemed the owner thereof for all purposes as regards the Trust;
provided that whenever any transfer of Shares shall be made for collateral
security, and not absolutely, such fact, if known to an officer of the Trust,
shall be so expressed in the entry of transfer.
Section 5.4. Regulations. The Trustees may make such additional rules and
regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the issue, certification, transfer and registration of Shares of the
Trust. They may appoint, or authorize any officer or officers to appoint, one or
more transfer agents or one or more transfer clerks and one or more
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registrars and may require all certificates for Shares to bear the signature or
signatures of any of them.
Section 5.5. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing Shares of the Trust shall immediately notify the Trust
of any loss, destruction or mutilation of such certificate, and the Trust may
issue a new certificate in the place of any certificate theretofore issued by it
which the owner thereof shall allege to have been lost or destroyed or which
shall have been mutilated, and the Trustees may, in their discretion, require
such owner or his legal representatives to give to the Trust a bond in such sum,
limited or unlimited, and in such form and with such surety or sureties as the
Trustees in their absolute discretion shall determine, to indemnify the Trust
against any claim that may be made against it on account of the alleged loss or
destruction of any such certificate, or the issuance of a new certificate.
Anything herein to the contrary notwithstanding, the Trustees, in their absolute
discretion, may refuse to issue any such new certificate, except as otherwise
required by law.
Section 5.6. Record Date; Certification of Beneficial Owner. (a) The
Trustees may fix a date not more than ninety (90) days before the date of a
meeting of Shareholders as the date for the determination of the holders of
Shares entitled to notice of and entitled to vote at the meeting or any
adjournment thereof.
(b) The Trustees may fix a date for determining Shareholders entitled to
receive payment of any dividend or distribution or allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or exchange
of Shares.
(c) In the absence of such fixed record date, (i) the date for
determination of Shareholders entitled to notice of and entitled to vote at a
meeting of Shareholders shall be the later of the close of business on the day
on which notice of the meeting is mailed or the thirtieth day before the
meeting, and (ii) the date for determining Shareholders entitled to receive
payment of any dividend or distribution or an allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or exchange
of Shares shall be the close of business on the day on which the resolution of
the Trustees is adopted.
(c) A resolution approved by the affirmative vote of a majority of the
Trustees present may establish a procedure whereby a Shareholder may certify in
writing to the Trust that all or a portion of the Shares registered in the name
of the Shareholder are held for the account of one or more beneficial owners.
Upon receipt by the Trust of the writing, the persons specified as beneficial
owners, rather than the actual Shareholders, are deemed the Shareholders for the
purposes specified in the writing.
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ARTICLE VI
MISCELLANEOUS
Section 6.1. Fiscal Year. The fiscal year of the Trust shall be as fixed by
the Trustees of the Trust.
Section 6.2. Notice and Waiver of Notice. (a) Any notice of a meeting
required to be given under these By-Laws to Shareholders or Trustees, or both,
may be waived by any such person (i) orally or in writing signed by such person
before, at or after the meeting or (ii) by attendance at the meeting in person
or, in the case of a Shareholder, by proxy.
(b) Except as otherwise specifically provided herein, all notices required
by these By-Laws shall be printed or written, and shall be delivered either
personally, by telecopy, telegraph or cable, or by mail or courier or delivery
service, and, if mailed, shall be deemed to be delivered when deposited in the
United States mail, postage prepaid, addressed to the Shareholder or Trustee at
his address as it appears on the records of the Trust.
Section 6.3 Action by Written Consent in Lieu of Meeting. (a) An action
required or permitted to be taken at a meeting of the Shareholders may be taken
without a meeting by written action signed by all of the Shareholders entitled
to vote on that action. The written action is effective when it has been signed
by all of those Shareholders, unless a different effective time is provided in
the written action.
(b) An action which requires Shareholder approval and which is required or
permitted to be taken at a meeting of Trustees may be taken by written action
signed by all of the Trustees. An action which does not require Shareholder
approval and which is required or permitted to be taken at a meeting of the
Trustees or a Committee of the Trustees may be taken by written action signed by
the number of Trustees that would be required to take the same action at a
meeting of the Trustees or Committee, as the case may be, at which all Trustees
were present. The written action is effective when signed by the required number
of Trustees, unless a different effective time is provided in the written
action. When written action is taken by less than all Trustees, all Trustees
shall be notified immediately of this text and effective date.
Section 6.4 Reports to Shareholders. The books of account of the Trust
shall be examined by an independent firm of public accountants at the close of
each annual period of the Trust and at such other times, if any, as may be
directed by the Trustees. A report to the Shareholders based upon such
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examination shall be mailed to each Shareholder of the Trust of record at his
address as the same appears on the books of the Trust. Each such report shall
show the assets and liabilities of the Trust as of the annual or other period
covered by the report and the securities in which the funds of the Trust were
then invested; such report shall also show the Trust's income and expenses for
the period from the end of the Trust's preceding fiscal year to the close of
the annual or other period covered by the report and any other information
required by the 1940 Act, and shall set forth such other matters as the
Trustees or such independent firm of public accountants shall determine.
Section 6.5 Approval of Firm of Independent Public Accountants. At any
regular meeting of the Shareholders of the Trust there may be submitted,
for ratification or rejection, the name of the firm of independent public
accountants which has been selected for the fiscal year in which such meeting
is held by a majority of those members of the Trustees who are not investment
advisers of, or affiliated persons of an investment adviser of, or officers or
employees of, the Trust, as such terms are defined in the 1940 Act.
Section 6.6 Custodian. All securities and cash of the Trust shall be held
by a custodian meeting the requirements for a custodian contained in the 1940
Act and the rules and regulations thereunder and in any applicable state
securities or blue sky laws. The Trust shall enter into a written contract with
the custodian regarding the powers, duties and compensation of the custodian
with respect to the cash and securities of the Trust held by the custodian. Said
contract and all amendments thereto shall be approved by the Trustees of the
Trust. The Trust shall upon the resignation or inability to serve of the
custodian obtain a successor custodian and require that the cash and securities
owned by the Trust be delivered to the successor custodian.
Section 6.7 Prohibited Transactions. No officer or Trustee of the Trust or
of its investment adviser shall deal for or on behalf of the Trust with himself,
as principal or agent, or with any corporation or partnership in which he has a
financial interest. This prohibition shall not prevent: (a) officers or Trustees
of the Trust from having a financial interest in the Trust, its principal
underwriter or its investment adviser; (b) the purchase of securities for the
portfolio of the Trust or the sale of securities owned by the Trust through a
securities dealer, one or more of whose partners, officers or directors is an
officer or Trustee of the Trust, provided such transactions are handled in the
capacity of broker only and provided commission charged do not exceed customary
brokerage charges for such service; (c) the purchase or sale of securities for
the portfolio of the Trust pursuant to a rule under the 1940 Act or pursuant to
an exemptive order of the Securities and Exchange Commission; or (d) the
employment of legal counsel, registrar, transfer agent, dividend disbursing
agent, or custodian having a partner, officer or director who is an officer or
Trustee of the Trust, provided
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only customary fees are charged for services rendered to or for the benefit of
the Trust.
Section 6.8 Bonds. The Trustees may require any officer, agent or employee
of the Trust to give a bond to the Trust, conditioned upon the faithful
discharge of his duties, with one or more sureties and in such amount as may be
satisfactory to the Trustee. The Trustees shall, in any event, require the Trust
to provide and maintain a bond issued by a reputable fidelity insurance company,
authorized to do business in the place where the bond is issued, against larceny
and embezzlement, covering each officer and employee of the Trust, who may
singly, or jointly with others, have access to securities or funds of the Trust,
either directly or through authority to draw upon such funds or to direct
generally the disposition of such securities, such bond or bonds to be in such
reasonable form and amount as a majority of the Trustees who are not "interested
persons" of the Trust as defined in the 1940 Act shall approve not less than
once every twelve months, with due consideration to all relevant factors
including, but not limited to, the value of the aggregate assets of the Trust
to which any such officer or employee may have access, the type and terms of
the arrangements made for the custody and safekeeping of such assets, and the
nature of the securities in the Trust's portfolio, and as meet all requirements
which the Securities and Exchange Commission may prescribe by order, rule or
regulation.
ARTICLE VII
AMENDMENTS
Section 7.1. These By-Laws may be amended or repealed, or new By-Laws may
be adopted, by the Trustees at any meeting thereof provided that notice of such
meeting shall have been given if required by these By-Laws, which notice, if
required, shall state that amendment or repeal of the By-Laws or adoption of
new By-Laws, is one of the purposes of such meeting, or by action of the
Trustees by written consent in lieu of a meeting.
Exhibit A
NUVEEN LEVERAGED CLOSED-END MUNICIPAL FUNDS
(Organized as Massachusetts Business Trusts)
Nuveen Florida Investment Quality Municipal Fund
Nuveen Pennsylvania Investment Quality Municipal Fund
Nuveen Florida Quality Income Municipal Fund
Nuveen Texas Quality Income Municipal Fund
Nuveen Insured Florida Premium Income Municipal Fund
Nuveen Maryland Premium Income Municipal Fund
Nuveen Massachusetts Premium Income Municipal Fund
Nuveen Pennsylvania Premium Income Municipal Fund 2
Nuveen Virginia Premium Income Municipal Fund
Nuveen Connecticut Premium Income Municipal Fund
Nuveen Georgia Premium Income Municipal Fund
Nuveen Missouri Premium Income Municipal Fund
Nuveen North Carolina Premium Income Municipal Fund
Nuveen California Premium Income Municipal Fund
Nuveen Insured Premium Income Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund
Nuveen Arizona Dividend Advantage Municipal Fund
Nuveen Connecticut Dividend Advantage Municipal Fund
Nuveen Maryland Dividend Advantage Municipal Fund
Nuveen Massachusetts Dividend Advantage Municipal Fund
Nuveen North Carolina Dividend Advantage Municipal Fund
Nuveen Virginia Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 2
Nuveen New Jersey Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund 2
Nuveen Ohio Dividend Advantage Municipal Fund
Nuveen Pennsylvania Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund 3
Nuveen Dividend Advantage Municipal Fund 3
Nuveen Georgia Dividend Advantage Municipal Fund
Nuveen Maryland Dividend Advantage Municipal Fund 2
Nuveen Michigan Dividend Advantage Municipal Fund
Nuveen Ohio Dividend Advantage Municipal Fund 2
Nuveen North Carolina Dividend Advantage Municipal Fund 2
Nuveen Virginia Dividend Advantage Municipal Fund 2
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Nuveen Insured Dividend Advantage Municipal Fund
Nuveen Insured California Dividend Advantage Municipal Fund
Nuveen Insured New York Dividend Advantage Municipal Fund
Nuveen Arizona Dividend Advantage Municipal Fund 2
Nuveen Connecticut Dividend Advantage Municipal Fund 2
Nuveen New Jersey Dividend Advantage Municipal Fund 2
Nuveen Ohio Dividend Advantage Municipal Fund 3
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2
Nuveen Arizona Dividend Advantage Municipal Fund 3
Nuveen Connecticut Dividend Advantage Municipal Fund 3
Nuveen Georgia Dividend Advantage Municipal Fund 2
Nuveen Maryland Dividend Advantage Municipal Fund 3
Nuveen North Carolina Dividend Advantage Municipal Fund 3
Nuveen Missouri Dividend Advantage Municipal Fund
Nuveen Florida Dividend Advantage Municipal Fund
Nuveen Kentucky Dividend Advantage Municipal Fund
Nuveen Tennessee Dividend Advantage Municipal Fund
Nuveen Colorado Dividend Advantage Municipal Fund
Nuveen Minnesota Dividend Advantage Municipal Fund
Nuveen Dividend Advantage Municipal Fund 4
Nuveen California Dividend Advantage Municipal Fund 4
Nuveen New York Dividend Advantage Municipal Fund 3
Nuveen Massachusetts Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 5
Nuveen California Dividend Advantage Municipal Fund 5
Nuveen Michigan Dividend Advantage Municipal Fund 2
Nuveen New Jersey Dividend Advantage Municipal Fund 3
Nuveen New York Dividend Advantage Municipal Fund 4
Nuveen Pennsylvania Dividend Advantage Municipal Fund 3
Nuveen Virginia Dividend Advantage Municipal Fund 3
Nuveen Insured Dividend Advantage Municipal Fund 2
Nuveen Insured California Dividend Advantage Municipal Fund 2
Nuveen Insured New York Dividend Advantage Municipal Fund 2
Nuveen Connecticut Dividend Advantage Municipal Fund 3
Nuveen Ohio Dividend Advantage Municipal Fund 4
Nuveen Tax-Free Advantage Municipal Fund
Nuveen California Tax-Free Advantage Municipal Fund
Nuveen Florida Tax-Free Advantage Municipal Fund
Nuveen New York Tax-Free Advantage Municipal Fund
Nuveen Insured Tax-Free Advantage Municipal Fund
Nuveen Insured California Tax-Free Advantage Municipal Fund
Nuveen Insured New York Tax-Free Advantage Municipal Fund
Nuveen Insured Florida Tax-Free Advantage Municipal Fund
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund
-3-
DATE ESTABLISHED:
Nuveen Insured Michigan Tax-Free Advantage Municipal Fund 10-17-02
Nuveen Insured Tax-Free Advantage Municipal Fund 2 10-31-02
Nuveen Insured California Tax-Free Advantage Municipal Fund 2 10-31-02
Nuveen Insured New York Tax-Free Advantage Municipal Fund 2 10-31-02
Nuveen Insured Arizona Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Insured Connecticut Tax-Free Advantage Municipal Fund 2 10-31-02
Nuveen Insured Florida Tax-Free Advantage Municipal Fund 2 10-31-02
Nuveen Insured Georgia Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Insured Maryland Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund 2 10-31-02
Nuveen Insured Michigan Tax-Free Advantage Municipal Fund 2 10-31-02
Nuveen Insured New Jersey Tax-Free Advantage Municipal Fund 2 10-31-02
Nuveen Insured North Carolina Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Insured Ohio Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Insured Pennsylvania Tax-Free Advantage Municipal Fund 2 10-31-02
Nuveen Insured Virginia Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Arizona Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Connecticut Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Georgia Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Maryland Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Massachusetts Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Michigan Tax-Free Advantage Municipal Fund 10-31-02
Nuveen New Jersey Tax-Free Advantage Municipal Fund 10-31-02
Nuveen North Carolina Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Ohio Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Pennsylvania Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Virginia Tax-Free Advantage Municipal Fund 10-31-02
Nuveen Insured Arizona Dividend Advantage Municipal Fund 10-31-02
Nuveen Insured Connecticut Dividend Advantage Municipal Fund 10-31-02
Nuveen Insured Florida Dividend Advantage Municipal Fund 10-31-02
Nuveen Insured Georgia Dividend Advantage Municipal Fund 10-31-02
Nuveen Insured Maryland Dividend Advantage Municipal Fund 10-31-02
Nuveen Insured Massachusetts Dividend Advantage Municipal Fund 10-31-02
Nuveen Insured Michigan Dividend Advantage Municipal Fund 10-31-02
Nuveen Insured North Carolina Dividend Advantage Municipal Fund 10-31-02
Nuveen Insured Ohio Dividend Advantage Municipal Fund 10-31-02
Nuveen Arizona Dividend Advantage Municipal Fund 4 10-31-02
Nuveen Connecticut Dividend Advantage Municipal Fund 4 10-31-02
Nuveen Georgia Dividend Advantage Municipal Fund 3 10-31-02
Nuveen Maryland Dividend Advantage Municipal Fund 4 10-31-02
Nuveen North Carolina Dividend Advantage Municipal Fund 4 10-31-02