SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
REG. SEC.240.14a-101
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to sec.240.14a-12
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM)
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
* OCTOBER 22, 2003 *
IMPORTANT NOTICE
TO NUVEEN FUND SHAREHOLDERS
Although we recommend that you read the complete Joint Proxy Statement, for your
convenience, we have provided a brief overview of the issues to be voted on.
Q. WHY AM I RECEIVING THIS JOINT PROXY STATEMENT?
A. Closed-end investment companies listed on a stock exchange, such as your
Fund, are required to hold annual meetings to approve the election of Board
Members. Your Fund is seeking shareholder approval to elect Board Members to
serve on the Board. Please refer to the Joint Proxy Statement for a detailed
explanation.
Q. WHY ARE INDIVIDUALS RECOMMENDED FOR ELECTION TO THE BOARD?
A. Currently, two separate board clusters oversee the funds in the Nuveen
family of funds. One board cluster comprised of the same Board Members oversees
the funds managed by Nuveen Advisory Corp. and one board cluster comprised of
the same Board Members oversees all but one of the funds managed by Nuveen
Institutional Advisory Corp. (the "Adviser"). The Board of your Fund has
proposed to consolidate both board clusters into a single board cluster so that
the same individuals serve on the Boards of most Nuveen funds.
Your Board believes that the consolidation of board clusters will have the
following advantages:
- - the consolidation will avoid the need to add new Board Members to each Board
cluster at various later dates to maintain the current size and structure of
each board cluster and thereby avoid the costs associated with multiple
meetings to fill such vacancies;
- - the consolidation ensures that each Fund will gain new Board Members that are
already knowledgeable about Nuveen and investment companies in general;
- - the consolidation would reduce the duplication of board materials and reports
covering the same issues and would avoid the need for repeated presentation of
the same material by the same personnel at different meetings;
- - reducing such administrative burdens will allow the investment adviser and its
personnel to focus more on non-administrative matters; and
- - a single board cluster overseeing all operations of the Nuveen family of funds
will have a better picture of all issues facing shareholders.
Q. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE?
A. After careful consideration, the trustees of your Fund unanimously recommend
that you vote "FOR" nominees for the Board.
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 a shareholder vote. 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 or 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. In addition, you may vote
by telephone by calling the toll-free number on the proxy card or by computer
over the internet (www.proxyvote.com) and using the control number on the proxy
card.
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 proposals and to encourage you to
vote.
<Table>
NOTICE OF ANNUAL MEETING OF 333 West Wacker Drive
SHAREHOLDERS - OCTOBER 22, 2003 Chicago, Illinois
60606
(800) 257-8787
</Table>
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 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 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 INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)
NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)
NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM)
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
NUVEEN 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 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)
September 19, 2003
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Arizona Dividend Advantage Municipal Fund ("Arizona Dividend"), Nuveen Arizona
Dividend Advantage Municipal Fund 2 ("Arizona Dividend 2"), Nuveen Arizona
Dividend Advantage Municipal Fund 3 ("Arizona Dividend 3"), Nuveen Connecticut
Dividend Advantage Municipal Fund ("Connecticut Dividend"), Nuveen Connecticut
Dividend Advantage Municipal Fund 2 ("Connecticut Dividend 2"), Nuveen
Connecticut Dividend Advantage Municipal Fund 3 ("Connecticut Dividend 3"),
Nuveen Connecticut Premium Income Municipal Fund ("Connecticut Premium"), Nuveen
Georgia Dividend Advantage Municipal Fund ("Georgia Dividend"), Nuveen Georgia
Dividend Advantage Municipal Fund 2 ("Georgia Dividend 2"), Nuveen Georgia
Premium Income Municipal Fund ("Georgia Premium"), Nuveen Maryland Dividend
Advantage Municipal Fund ("Maryland Dividend"), Nuveen Maryland Dividend
Advantage Municipal Fund 2 ("Maryland Dividend 2"), Nuveen Maryland Dividend
Advantage Municipal Fund 3 ("Maryland Dividend 3"), Nuveen Maryland Premium
Income Municipal Fund ("Maryland Premium"), Nuveen Insured Massachusetts
Tax-Free Advantage Municipal Fund ("Massachusetts Tax-Free"), Nuveen
Massachusetts Dividend Advantage Municipal Fund ("Massachusetts Dividend"),
Nuveen Massachusetts Premium Income Municipal Fund ("Massachusetts Premium"),
Nuveen Michigan Dividend Advantage Municipal Fund ("Michigan Dividend"), Nuveen
Missouri Premium Income Municipal Fund ("Missouri Premium"), Nuveen North
Carolina Dividend Advantage Municipal Fund ("North Carolina Dividend"), Nuveen
North Carolina Dividend Advantage Municipal Fund 2 ("North Carolina Dividend
2"), Nuveen North Carolina Dividend Advantage Municipal Fund 3 ("North Carolina
Dividend 3"), Nuveen North Carolina Premium Income Municipal Fund ("North
Carolina Premium"), Nuveen Ohio Dividend Advantage Municipal Fund ("Ohio
Dividend"), Nuveen Ohio Dividend Advantage Municipal Fund 2 ("Ohio Dividend 2"),
Nuveen Ohio Dividend Advantage Municipal Fund 3 ("Ohio Dividend 3"), Nuveen
Texas Quality Income Municipal Fund ("Texas Quality"), Nuveen Virginia Dividend
Advantage Municipal Fund ("Virginia Dividend"), Nuveen Virginia Dividend
Advantage Municipal Fund 2 ("Virginia Dividend 2") and Nuveen Virginia Premium
Income Municipal Fund ("Virginia Premium"), each a Massachusetts business trust,
and Nuveen Arizona Premium Income Municipal Fund, Inc. ("Arizona Premium"),
Nuveen Michigan Premium Income Municipal Fund, Inc. ("Michigan Premium"), Nuveen
Michigan Quality Income Municipal Fund, Inc. ("Michigan Quality"), and Nuveen
Ohio Quality Income Municipal Fund, Inc. ("Ohio Quality"), each a Minnesota
corporation (individually, a "Fund" and collectively, the "Funds"), will be held
in the 31st floor conference room of Nuveen Investments, Inc., 333 West Wacker
Drive, Chicago, Illinois, on Wednesday, October 22, 2003, at 10:00 a.m., Chicago
time, for the following purposes and to transact such other business, if any, as
may properly come before the Annual Meeting:
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. For each Fund, to elect twelve (12) Members to the Board of Directors or
Trustees, as applicable (each a "Board" and each Director or Trustee a "Board
Member") to serve until the next Annual Meeting and until their successors shall
have been duly elected and qualified as outlined below:
a. ten (10) Board Members to be elected by the holders of Common Shares and
Municipal Auction Rate Cumulative Preferred Shares ("MuniPreferred"), voting
together as a single class; and
b. two (2) Board Members to be elected by the holders of MuniPreferred
only, voting separately as a single class.
2. To transact such other business as may properly come before the Annual
Meeting.
Shareholders of record at the close of business on August 26, 2003 are entitled
to notice of and to vote at the Annual Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID
DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES ARE
REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET.
TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE
CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER
PROVIDED ON YOUR PROXY CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR
PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER
THE CONTROL NUMBER PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS,
USING YOUR PROXY CARD AS A GUIDE.
Jessica R. Droeger
Vice President and Secretary
JOINT PROXY STATEMENT
SEPTEMBER 19, 2003 333 West Wacker
Drive
Chicago, Illinois
60606
(800) 257-8787
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 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 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 INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)
NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)
NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM)
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
NUVEEN 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 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)
1
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Trustees, as applicable (each a "Board" and
collectively, the "Boards," and each Director or Trustee a "Board Member" and
collectively, the "Board Members") of each of Nuveen Arizona Dividend Advantage
Municipal Fund ("Arizona Dividend"), Nuveen Arizona Dividend Advantage Municipal
Fund 2 ("Arizona Dividend 2"), Nuveen Arizona Dividend Advantage Municipal Fund
3 ("Arizona Dividend 3"), Nuveen Connecticut Dividend Advantage Municipal Fund
("Connecticut Dividend"), Nuveen Connecticut Dividend Advantage Municipal Fund 2
("Connecticut Dividend 2"), Nuveen Connecticut Dividend Advantage Municipal Fund
3 ("Connecticut Dividend 3"), Nuveen Connecticut Premium Income Municipal Fund
("Connecticut Premium"), Nuveen Georgia Dividend Advantage Municipal Fund
("Georgia Dividend"), Nuveen Georgia Dividend Advantage Municipal Fund 2
("Georgia Dividend 2"), Nuveen Georgia Premium Income Municipal Fund ("Georgia
Premium"), Nuveen Maryland Dividend Advantage Municipal Fund ("Maryland
Dividend"), Nuveen Maryland Dividend Advantage Municipal Fund 2 ("Maryland
Dividend 2"), Nuveen Maryland Dividend Advantage Municipal Fund 3 ("Maryland
Dividend 3"), Nuveen Maryland Premium Income Municipal Fund ("Maryland
Premium"), Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund
("Massachusetts Tax-Free"), Nuveen Massachusetts Dividend Advantage Municipal
Fund ("Massachusetts Dividend"), Nuveen Massachusetts Premium Income Municipal
Fund ("Massachusetts Premium"), Nuveen Michigan Dividend Advantage Municipal
Fund ("Michigan Dividend"), Nuveen Missouri Premium Income Municipal Fund
("Missouri Premium"), Nuveen North Carolina Dividend Advantage Municipal Fund
("North Carolina Dividend"), Nuveen North Carolina Dividend Advantage Municipal
Fund 2 ("North Carolina Dividend 2"), Nuveen North Carolina Dividend Advantage
Municipal Fund 3 ("North Carolina Dividend 3"), Nuveen North Carolina Premium
Income Municipal Fund ("North Carolina Premium"), Nuveen Ohio Dividend Advantage
Municipal Fund ("Ohio Dividend"), Nuveen Ohio Dividend Advantage Municipal Fund
2 ("Ohio Dividend 2"), Nuveen Ohio Dividend Advantage Municipal Fund 3 ("Ohio
Dividend 3"), Nuveen Texas Quality Income Municipal Fund ("Texas Quality"),
Nuveen Virginia Dividend Advantage Municipal Fund ("Virginia Dividend"), Nuveen
Virginia Dividend Advantage Municipal Fund 2 ("Virginia Dividend 2") and Nuveen
Virginia Premium Income Municipal Fund ("Virginia Premium"), each a
Massachusetts business trust, (are collectively referred to as the
"Massachusetts Business Trusts"), and Nuveen Arizona Premium Income Municipal
Fund, Inc. ("Arizona Premium"), Nuveen Michigan Premium Income Municipal Fund,
Inc. ("Michigan Premium"), Nuveen Michigan Quality Income Municipal Fund, Inc.
("Michigan Quality"), and Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio
Quality"), each a Minnesota corporation (collectively referred to as the
"Minnesota Corporations"), (individually, the Massachusetts Business Trusts and
Minnesota Corporations are referred to as a "Fund" and collectively, the
"Funds"), of proxies to be voted at the Annual Meeting of Shareholders to be
held on October 22, 2003 (for each Fund, an "Annual Meeting" and collectively,
the "Annual Meetings"), and at any and all adjournments thereof.
On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
no choice is so specified, the shares will be voted FOR the election of the
nominees as listed in this Joint Proxy Statement. Shareholders who execute
proxies may revoke them at any time before they are voted by filing with that
Fund a written notice of revocation, by delivering a duly executed proxy bearing
a later date, or by attending the Annual Meeting and voting in person.
2
This Joint Proxy Statement is first being mailed to shareholders on or about
September 19, 2003.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders.
The following table indicates which shareholders are solicited with respect to
each matter:
<Table>
<Caption>
----------------------------------------------------------
COMMON
MATTER SHARES MUNIPREFERRED(1)
----------------------------------------------------------
1.a Election of ten (10) Board
Members by all shareholders X X
1.b Election of two (2) Board
Members by MuniPreferred
only X
- ------------------------------------------------------------------
</Table>
(1) "MuniPreferred" means "Municipal Auction Rate Cumulative
Preferred Shares."
A quorum of shareholders is required to take action at each Annual Meeting. A
majority of the shares entitled to vote at each Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at that Annual
Meeting, except that for the election of the two Board Member nominees to be
elected by holders of MuniPreferred of each Fund, 33 1/3% of the MuniPreferred
shares entitled to vote and represented in person or by proxy will constitute a
quorum. Votes cast by proxy or in person at each Annual Meeting will be
tabulated by the inspectors of election appointed for that Annual Meeting. The
inspectors of election will determine whether or not a quorum is present at the
Annual Meeting. The inspectors of election will treat abstentions and "broker
non-votes" (i.e., shares held by brokers or nominees, typically in "street
name," as to which (i) instructions have not been received from the beneficial
owners or persons entitled to vote and (ii) the 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 matter submitted for a vote of
the shareholders of each Minnesota Corporation, abstentions and broker non-votes
will be treated as shares voted against the election of Board Members. For
purposes of determining the approval of the matter submitted for a vote of the
shareholders of the Massachusetts Business Trusts, abstentions and broker
non-votes will have no effect on the election of Board Members. The details of
the proposal to be voted on by the shareholders of each Fund and the vote
required for approval of the proposal are set forth under the description of the
proposal below.
Shares of MuniPreferred held in "street name" as to which voting instructions
have not been received from the beneficial owners or persons entitled to vote as
of one business day before the 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" may, pursuant to Rule 452 of the New York Stock
Exchange, be voted by the broker on each item in the same proportion as the
votes cast by all MuniPreferred shareholders as a class who have voted on that
item or in the same proportion as the votes cast by all MuniPreferred
shareholders of a series who have voted on that item. Rule 452 permits
proportionate voting of MuniPreferred
3
with respect to a particular item if, among other things, (i) a minimum of 30%
of the shares of MuniPreferred or shares of a series of MuniPreferred
outstanding has been voted by the holders of such shares with respect to such
item and (ii) less than 10% of the shares of MuniPreferred or shares of a series
of MuniPreferred outstanding has been voted by the holders of such shares
against such item. For the purpose of meeting the 30% test, abstentions will be
treated as shares "voted" and, for the purpose of meeting the 10% test,
abstentions will not be treated as shares "voted" against the item.
Those persons who were shareholders of record at the close of business on August
26, 2003 will be entitled to one vote for each share held. As of August 26,
2003, the shares of the Funds were issued and outstanding as follows:
<Table>
<Caption>
- ------------------------------------------------------------------------------------
FUND TICKER SYMBOL* COMMON SHARES MUNIPREFERRED
- ------------------------------------------------------------------------------------
Arizona Dividend (NFZ) 1,542,338 480 Series T
- ------------------------------------------------------------------------------------
Arizona Dividend 2 (NKR) 2,419,197 740 Series W
- ------------------------------------------------------------------------------------
Arizona Dividend 3 (NXE) 3,067,117 880 Series M
- ------------------------------------------------------------------------------------
Arizona Premium (NAZ) 4,432,611 1200 Series TH
- ------------------------------------------------------------------------------------
Connecticut Dividend (NFC) 2,552,922 780 Series T
- ------------------------------------------------------------------------------------
Connecticut Dividend 2 (NGK) 2,307,335 700 Series W
- ------------------------------------------------------------------------------------
Connecticut Dividend 3 (NGO) 4,346,749 1280 Series F
- ------------------------------------------------------------------------------------
Connecticut Premium (NTC) 5,306,972 1532 Series TH
- ------------------------------------------------------------------------------------
Georgia Dividend (NZX) 1,958,112 600 Series M
- ------------------------------------------------------------------------------------
Georgia Dividend 2 (NKG) 4,552,881 1320 Series F
- ------------------------------------------------------------------------------------
Georgia Premium (NPG) 3,780,665 1112 Series TH
- ------------------------------------------------------------------------------------
Maryland Dividend (NFM) 4,159,475 1280 Series M
- ------------------------------------------------------------------------------------
Maryland Dividend 2 (NZR) 4,168,600 1280 Series F
- ------------------------------------------------------------------------------------
Maryland Dividend 3 (NWI) 5,357,697 1560 Series T
- ------------------------------------------------------------------------------------
Maryland Premium (NMY) 10,565,159 1404 Series W
1760 Series TH
- ------------------------------------------------------------------------------------
Massachusetts Tax-Free (NGX) 2,709,547 820 Series W
- ------------------------------------------------------------------------------------
Massachusetts Dividend (NMB) 1,945,840 600 Series T
- ------------------------------------------------------------------------------------
Massachusetts Premium (NMT) 4,712,071 1360 Series TH
- ------------------------------------------------------------------------------------
Michigan Dividend (NZW) 2,058,899 640 Series W
- ------------------------------------------------------------------------------------
Michigan Premium (NMP) 7,705,914 840 Series M
1400 Series TH
- ------------------------------------------------------------------------------------
Michigan Quality (NUM) 11,634,006 3200 Series TH
560 Series F
- ------------------------------------------------------------------------------------
Missouri Premium (NOM) 2,227,244 640 Series TH
- ------------------------------------------------------------------------------------
North Carolina Dividend (NRB) 2,243,993 680 Series T
- ------------------------------------------------------------------------------------
</Table>
4
<Table>
<Caption>
- ------------------------------------------------------------------------------------
FUND TICKER SYMBOL* COMMON SHARES MUNIPREFERRED
- ------------------------------------------------------------------------------------
North Carolina Dividend 2 (NNO) 3,732,748 1120 Series F
- ------------------------------------------------------------------------------------
North Carolina Dividend 3 (NII) 3,920,718 1120 Series W
- ------------------------------------------------------------------------------------
North Carolina Premium (NNC) 6,311,464 1872 Series TH
- ------------------------------------------------------------------------------------
Ohio Dividend (NXI) 4,223,803 1240 Series W
- ------------------------------------------------------------------------------------
Ohio Dividend 2 (NBJ) 3,114,060 960 Series F
- ------------------------------------------------------------------------------------
Ohio Dividend 3 (NVJ) 2,157,265 660 Series T
- ------------------------------------------------------------------------------------
Ohio Quality (NUO) 9,617,475 680 Series M
1400 Series TH
1000 Series TH2
- ------------------------------------------------------------------------------------
Texas Quality (NTX) 9,470,787 760 Series M
2000 Series TH
- ------------------------------------------------------------------------------------
Virginia Dividend (NGB) 3,118,735 960 Series W
- ------------------------------------------------------------------------------------
Virginia Dividend 2 (NNB) 5,687,817 1680 Series M
- ------------------------------------------------------------------------------------
Virginia Premium (NPV) 8,810,000 832 Series T
1720 Series TH
- ------------------------------------------------------------------------------------
</Table>
* The Common shares of all the Funds are listed on the American Stock Exchange,
except NAZ, NTC, NMY, NMT, NMP, NUM, NNC, NUO, NTX, and NPV, which are traded
on the New York Stock Exchange.
1. ELECTION OF BOARD MEMBERS OF EACH FUND
GENERAL
Currently, two separate board clusters oversee the funds in the Nuveen family of
funds. One board cluster comprised of the same board members oversees the funds
managed by Nuveen Advisory Corp. ("NAC" or the "Adviser") and one board cluster
comprised of the same board members oversees all but one of the funds managed by
Nuveen Institutional Advisory Corp. ("NIAC"). Each current board cluster has a
total of six board members who are not "interested persons" (as that term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act")) and
who are not affiliated with Nuveen or a fund's investment adviser (the
"Independent Board Members") and one board member who is an "interested person."
Below is a list of the board members of each board cluster.
The Boards of each Fund have proposed to consolidate both board clusters into a
single board cluster so that the same individuals serve on the boards of most of
the Nuveen funds. All individuals serving on both board clusters are nominated
to serve on the combined board.
5
The following is a list of the nominees under the proposal who are continuing
Board Members of each Fund and the nominees who are new board members:
CONTINUING BOARD MEMBERS (NAC BOARD CLUSTER):
Timothy R. Schwertfeger*
William E. Bennett**
Robert P. Bremner
Lawrence H. Brown
Anne E. Impellizzeri
Peter R. Sawers
William J. Schneider
Judith M. Stockdale
NEW BOARD MEMBER NOMINEES (NIAC BOARD CLUSTER):
Jack B. Evans
William L. Kissick
Thomas E. Leafstrand
Sheila W. Wellington
- --------------------------------------------------------------------------------
* Interested person. Mr. Schwertfeger currently serves on both board clusters.
** Mr. Bennett, currently a member of the NIAC board cluster, was appointed to
the board of the NAC funds on July 29, 2003 and is now being nominated for
election by shareholders.
In part, the proposal to create a single board is being recommended because of
the large number of retirements that will occur over the next few years. Within
two years, the aggregate number of Independent Board Members that serve on both
board clusters (currently 12) is expected to fall to six, due to a number of
retirements because of age and/or tenure limitations for board membership.
Combining the board will avoid the need to add new board members to each board
cluster at various later dates to maintain the current size and structure of
each board cluster and thereby avoid the costs associated with multiple meetings
to fill such vacancies. In addition, combining the board ensures that each Fund
will gain new board members that are already knowledgeable about Nuveen and
investment companies in general.
Historically, the two separate board clusters have had separate meetings but
often have reviewed similar policy issues, contractual arrangements and other
matters. Among other potential efficiencies, the Board of each Fund believes
that consolidating the board clusters into one board would reduce the
duplication of board materials and reports covering the same issues and would
avoid the need for repeated presentation of the same material by the same
personnel at different meetings. This would permit the Adviser and its personnel
to focus on non-administrative matters. In addition, a single board overseeing
all operations of the Nuveen family of funds will have a better picture of all
issues facing shareholders.
At its May 15, 2003 meeting, each board cluster reviewed the compensation paid
to Independent Board Members and determined that compensation should be
increased because of the expanded responsibilities of the Board Members due to
(a) the increase in the number and types of investment companies overseen by the
Board Members and (b) recent additional legal and regulatory requirements.
Effective July 1, 2003, for all Nuveen Funds overseen, Independent Board Members
receive a $65,000 annual retainer plus (a) a fee of $2,000 per day for
attendance in person or by telephone at a regularly scheduled meeting of
6
the Board; (b) a fee of $1,000 per day for attendance in person where such
in-person attendance is required and $500 per day for attendance by telephone or
in person where in-person attendance is not required at a special, non-regularly
scheduled, board meeting; (c) a fee of $1,000 per day for attendance in person
at an Audit Committee meeting where in-person attendance is required and $500
per day for attendance by telephone or in person where in-person attendance is
not required; (d) a fee of $500 per day for attendance in person or by telephone
for a meeting of the dividend committee; and (e) a fee of $500 per day for
attendance in person at all other committee meetings on a day on which no
regularly scheduled Board meeting is held in which in-person attendance is
required and $250 per day for attendance by telephone or in person at such
meetings where in-person attendance is not required, plus, in each case,
expenses incurred in attending such meetings. Compensation to the Independent
Board Members is allocated among the Nuveen family of funds based on assets per
fund. The Boards do not anticipate any further change in the compensation
schedule as a result of the board consolidation.
Prior to July 1, 2003, for all Nuveen Funds overseen, the continuing Independent
Board Members of the Funds received a $60,000 annual retainer for serving as a
board member and a $1,750 fee per day for attendance in person or by telephone
at all meetings (including any committee meetings) held on a day on which a
regularly scheduled Board meeting was held, a $1,000 fee per day for attendance
in person or a $500 fee per day for attendance by telephone at all meetings
(including any committee meetings) held on a day on which no regular Board
meeting was held, and a $500 fee per day for attendance in person or $250 if by
telephone at a meeting of any committee, plus in each case, expenses incurred in
attending such meetings.
The proposal to combine boards, which increases the number of Board Members for
each Fund, will increase the total compensation paid by each Fund to Board
Members. Management, however, believes that such increase in compensation is not
material to each Fund and is justified by the benefits to each Fund and its
shareholders. Moreover, as the size of the combined board declines due to
retirements over the next two years, the total compensation paid by a Fund to
Independent Board Members will decrease to the extent fewer board members will
be compensated.
At each Fund's Annual Meeting, twelve (12) Board Members are nominated to be
elected to serve until the next Annual Meeting or until their successors shall
have been duly elected and qualified. Under the terms of each Fund's
organizational documents, under normal circumstances holders of MuniPreferred
are entitled to elect two (2) Board Members, and the remaining Board Members are
to be elected by holders of Common Shares and MuniPreferred, voting together as
a single class.
a. Ten (10) Board Members are to be elected by holders of Common Shares and
MuniPreferred, voting together as a single class. Board Members Bennett,
Bremner, Brown, Evans, Impellizzeri, Kissick, Leafstrand, Sawers, Stockdale and
Wellington are nominees for election by all shareholders.
b. Holders of MuniPreferred, each series voting together as a single class,
are entitled to elect two (2) of the Board Members. Board Members Schneider and
Schwertfeger are nominees for election by holders of MuniPreferred.
7
FOR ARIZONA PREMIUM, MICHIGAN PREMIUM, MICHIGAN QUALITY AND OHIO QUALITY. The
affirmative vote of a majority of the shares present and entitled to vote at the
Annual Meeting will be required to elect Board Members of that Fund.
FOR ARIZONA DIVIDEND, ARIZONA DIVIDEND 2, ARIZONA DIVIDEND 3, CONNECTICUT
DIVIDEND, CONNECTICUT DIVIDEND 2, CONNECTICUT DIVIDEND 3, CONNECTICUT PREMIUM,
GEORGIA DIVIDEND, GEORGIA DIVIDEND 2, GEORGIA PREMIUM, MARYLAND DIVIDEND,
MARYLAND DIVIDEND 2, MARYLAND DIVIDEND 3, MARYLAND PREMIUM, MASSACHUSETTS
TAX-FREE, MASSACHUSETTS DIVIDEND, MASSACHUSETTS PREMIUM, MICHIGAN DIVIDEND,
MISSOURI PREMIUM, NORTH CAROLINA DIVIDEND, NORTH CAROLINA DIVIDEND 2, NORTH
CAROLINA DIVIDEND 3, NORTH CAROLINA PREMIUM, OHIO DIVIDEND, OHIO DIVIDEND 2,
OHIO DIVIDEND 3, TEXAS QUALITY, VIRGINIA DIVIDEND, VIRGINIA DIVIDEND 2, AND
VIRGINIA PREMIUM. The affirmative vote of a plurality of the shares present and
entitled to vote at the Annual Meeting will be required to elect the Board
Members of those Funds.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected. However, should any nominee become unable
or unwilling to accept nomination for election, the proxies will be voted for
substitute nominees, if any, designated by that Fund's present Board.
All of the continuing Board Member nominees were last elected to the Board at
the 2002 annual meeting of shareholders except Mr. Bennett who was appointed to
the NAC Board on July 29, 2003.
Other than Mr. Schwertfeger, none of the Board Member nominees have ever been a
director or an employee of Nuveen Investments, Inc. ("Nuveen") or any affiliate.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES NAMED BELOW.
8
BOARD NOMINEES
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER
POSITION(S) TERM OF OFFICE OVERSEEN DIRECTORSHIPS
NAME, ADDRESS AND HELD AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD HELD BY
BIRTH DATE WITH FUND TIME SERVED** DURING PAST 5 YEARS MEMBER TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------------
Nominees who are not
interested persons of
the Funds
CONTINUING BOARD MEMBERS
William E. Bennett Nominee Term: Annual Private Investor; previously President 140 N/A
333 West Wacker Drive Length of Service: and C.E.O., Draper & Kramer, Inc.
Chicago, IL 60606 Since 2001 (1995-1998). Prior thereto, Mr. Bennett
(10/16/46) was Executive Vice President and Chief
Credit Officer of First Chicago
Corporation and its principal
subsidiary, The First National Bank of
Chicago.
Robert P. Bremner Board Term: Annual Private Investor and Management 134 N/A
333 West Wacker Drive Member Length of Service: Consultant.
Chicago, IL 60606 Since 1996
(8/22/40)
Lawrence H. Brown Board Term: Annual Retired (August 1989) as Senior Vice 134 N/A
333 West Wacker Drive Member Length of Service: President of The Northern Trust Company;
Chicago, IL 60606 Since 1993 Director of the United Way of Highland
(7/29/34) Park-Highwood (since 2002).
Anne E. Impellizzeri Board Term: Annual Retired; formerly, Executive Director 134 N/A
333 West Wacker Drive Member Length of Service: (1998-2001) of Manitoga/The Russel
Chicago, IL 60606 Since 1994 Wright Design Center; prior thereto,
(1/26/33) President and Chief Executive Officer of
Blanton-Peale Institute; prior thereto,
Vice President, Metropolitan Life
Insurance Co.
</Table>
9
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER
POSITION(S) TERM OF OFFICE OVERSEEN DIRECTORSHIPS
NAME, ADDRESS AND HELD AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD HELD BY
BIRTH DATE WITH FUND TIME SERVED** DURING PAST 5 YEARS MEMBER TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------------
Peter R. Sawers Board Term: Annual Adjunct Professor of Business and 134 N/A
333 West Wacker Drive Member Length of Service: Economics, University of Dubuque, Iowa;
Chicago, IL 60606 Since 1991 formerly (1991-2000) Adjunct Professor,
(4/3/33) Lake Forest Graduate School of
Management, Lake Forest, Illinois;
Director, Executive Service Corps of
Chicago; prior thereto, Executive
Director, Towers Perrin Australia, a
management consulting firm; Chartered
Financial Analyst; Certified Management
Consultant.
William J. Schneider Board Term: Annual Senior Partner and Chief Operating 134 N/A
333 West Wacker Drive Member Length of Service: Officer, Miller-Valentine Group, Vice
Chicago, IL 60606 Since 1996 President, Miller-Valentine Realty, a
(9/24/44) development and contract company; Chair,
Miami Valley Hospital; Chair, Miami
Valley Economic Development Coalition;
formerly, Member, Community Advisory
Board, National City Bank, Dayton, Ohio;
and Business Advisory Council, Cleveland
Federal Reserve Bank.
Judith M. Stockdale Board Term: Annual Executive Director, Gaylord and Dorothy 134 N/A
333 West Wacker Drive Member Length of Service: Donnelley Foundation (since 1994); prior
Chicago, IL 60606 Since 1997 thereto, Executive Director, Great Lakes
(12/29/47) Protection Fund (from 1990 to 1994).
</Table>
10
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER
POSITION(S) TERM OF OFFICE OVERSEEN DIRECTORSHIPS
NAME, ADDRESS AND HELD AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD HELD BY
BIRTH DATE WITH FUND TIME SERVED** DURING PAST 5 YEARS MEMBER TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------------
NEW BOARD MEMBERS
Jack B. Evans Nominee Term: Annual President, The Hall-Perrine Foundation 70 See Principal
333 West Wacker Drive Length of Service: (a private philanthropic corporation); Occupation
Chicago, IL 60606 Since 1999 Director, Alliant Energy; Director and description.
(10/22/48) Vice Chairman United Fire & Casualty
Company; Director, Federal Reserve Bank
of Chicago; previously President and
Chief Operating Officer, SCI Financial
Group, Inc. (a regional financial
services firm).
William L. Kissick Nominee Term: Annual Professor Emeritus, School of Medicine 70 N/A
333 West Wacker Drive Length of Service: and the Wharton School of Management and
Chicago, IL 60606 Since 1992 former Chairman, Leonard Davis Institute
(7/29/32) of Health Economics, University of
Pennsylvania; Adjunct Professor, Health
Policy and Management, Yale University.
Thomas E. Leafstrand Nominee Term: Annual Retired; previously, Vice President in 70 N/A
333 West Wacker Drive Length of Service: charge of Municipal Underwriting,
Chicago, IL 60606 Since 1992 Trading, and Dealer Sales at The
(11/11/31) Northern Trust Company.
Sheila W. Wellington Nominee Term: Annual President of Catalyst (a not-for-profit 70 N/A
333 West Wacker Drive Length of Service: organization focusing on women's
Chicago, IL 60606 Since 1994 leadership development in business and
(2/24/32) the professions).
</Table>
11
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER
POSITION(S) TERM OF OFFICE OVERSEEN DIRECTORSHIPS
NAME, ADDRESS AND HELD AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD HELD BY
BIRTH DATE WITH FUND TIME SERVED** DURING PAST 5 YEARS MEMBER TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------------
Nominee who is an
interested person* of
the Funds
CONTINUING BOARD MEMBER
Timothy R. Schwertfeger Chairman of Term: Annual Chairman and Director (since 1996) of 140 See Principal
333 West Wacker Drive the Board Length of Service: Nuveen Investments, Inc. and Nuveen Occupation
Chicago, IL 60606 and Since 1996 Investments, LLC; Director (since 1992) description.
(3/28/49) Director/ and Chairman (since 1996) of Nuveen
Trustee Advisory Corp. and Nuveen Institutional
Advisory Corp.; Chairman and Director
(since 1997) of Nuveen Asset Management,
Inc.; Director (since 1996) of
Institutional Capital Corporation;
Chairman and Director (since 1999) of
Rittenhouse Asset Management, Inc.;
Chairman of Nuveen Investments Advisers
Inc. (since 2002).
- ----------------------------------------------------------------------------------------------------------------------------------
</Table>
* "Interested Person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer and director of the Fund's Adviser.
** Length of Service indicates the year in which the individual became a Trustee
or Director of a fund in the Nuveen fund complex.
12
BENEFICIAL OWNERSHIP
The following table lists the dollar range and number of common shares
beneficially owned by each Board Member nominee in each Fund and in all Nuveen
Funds overseen by the Board Member nominees as of March 31, 2003:
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------
DOLLAR RANGE AND NUMBER OF COMMON SHARES
- ------------------------------------------------------------------------------------------------------
BOARD MEMBER ARIZONA ARIZONA ARIZONA ARIZONA CONNECTICUT CONNECTICUT CONNECTICUT
NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
- ------------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0 0 0
Anne E. Impellizzeri 0 0 0 0 0 0 0
Peter R. Sawers 0 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0 0 0
William E. Bennett 0 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0 0
William L. Kissick 0 0 0 0 0 0 0
Thomas E. Leafstrand 0 0 0 0 0 0 0
Sheila W. Wellington 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
DOLLAR RANGE AND NUMBER OF COMMON SHARES
- --------------------------------------------------------------------------------------------------
BOARD MEMBER CONNECTICUT GEORGIA GEORGIA GEORGIA MARYLAND MARYLAND MARYLAND
NOMINEES PREMIUM DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
- --------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0 0 0
Anne E. Impellizzeri 0 0 0 0 0 0 0
Peter R. Sawers 0 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0 0 0
William E. Bennett 0 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0 0
William L. Kissick 0 0 0 0 0 0 0
Thomas E. Leafstrand 0 0 0 0 0 0 0
Sheila W. Wellington 0 0 0 0 0 0 0
- --------------------------------------------------------------------------------------------------
</Table>
13
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------
DOLLAR RANGE AND NUMBER OF COMMON SHARES
- ---------------------------------------------------------------------------------------------------------
BOARD MEMBER MARYLAND MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN
NOMINEES PREMIUM TAX-FREE DIVIDEND PREMIUM DIVIDEND PREMIUM QUALITY
- ---------------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0 0 0
Anne E. Impellizzeri 0 0 0 0 0 0 0
Peter R. Sawers 0 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0 0 0
William E. Bennett 0 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0 0
William L. Kissick 0 0 0 0 0 0 0
Thomas E. Leafstrand 0 0 0 0 0 0 0
Sheila W. Wellington 0 0 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------
DOLLAR RANGE AND NUMBER OF COMMON SHARES
- -------------------------------------------------------------------------------------------------
NORTH NORTH NORTH NORTH
BOARD MEMBER MISSOURI CAROLINA CAROLINA CAROLINA CAROLINA OHIO OHIO
NOMINEES PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM DIVIDEND DIVIDEND 2
- -------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0 0 0
Anne E. Impellizzeri 0 0 0 0 0 0 0
Peter R. Sawers 0 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0 0 0
William E. Bennett 0 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0 0
William L. Kissick 0 0 0 0 0 0 0
Thomas E. Leafstrand 0 0 0 0 0 0 0
Sheila W. Wellington 0 0 0 0 0 0 0
- -------------------------------------------------------------------------------------------------
</Table>
14
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------
DOLLAR RANGE AND NUMBER OF COMMON SHARES
- ----------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN
BY BOARD MEMBER
NOMINEES IN
BOARD MEMBER OHIO OHIO TEXAS VIRGINIA VIRGINIA VIRGINIA FAMILY OF INVESTMENT
NOMINEES DIVIDEND 3 QUALITY QUALITY DIVIDEND DIVIDEND 2 PREMIUM COMPANIES(1)
- ----------------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0 $0
Lawrence H. Brown 0 0 0 0 0 0 Over $100,000
Anne E. Impellizzeri 0 0 0 0 0 0 $10,001 - $50,000
Peter R. Sawers 0 0 0 0 0 0 Over $100,000
William J. Schneider 0 0 0 0 0 0 Over $100,000
Judith M. Stockdale 0 0 0 0 0 0 $10,001 - $50,000
Timothy R. 0 0 0 0 0 0 Over $100,000
Schwertfeger
William E. Bennett 0 0 0 0 0 0 $50,001 - $100,000
Jack B. Evans 0 0 0 0 0 0 Over $100,000
William L. Kissick 0 0 0 0 0 0 $50,001 - $100,000
Thomas E. Leafstrand 0 0 0 0 0 0 Over $100,000
Sheila W. Wellington 0 0 0 0 0 0 Over $100,000
- ----------------------------------------------------------------------------------------------------------
</Table>
(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.
As of March 31, 2003, neither the Board Member nominees, nor the Board Member
nominees and officers as a group, beneficially owned shares in any Fund. The
information as to beneficial ownership is based on statements furnished by each
Board Member nominee and officer.
On March 31, 2003, continuing Board Members and executive officers as a group
beneficially owned 578,368 common shares of all funds managed by NAC and NIAC
(includes Deferred Units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each continuing Board Member's individual
beneficial shareholdings of each Fund constitute less than 1% of the outstanding
shares of each Fund. As of August 26, 2003, the continuing Board Members and
executive officers as a group beneficially owned less than 1% of the outstanding
common shares of each Fund. As of August 26, 2003, the Board Member nominees and
executive officers of the Funds did not own any shares of MuniPreferred. As of
August 26, 2003, no shareholder beneficially owned more than 5% of any class of
shares of any Fund.
COMPENSATION
The Board Members affiliated with Nuveen or the Adviser serve without any
compensation from the Funds. The Independent Board Members are paid an annual
retainer and fees and expenses for Board meetings and committee meetings as
described above. The annual retainer, fees and expenses are allocated among the
funds managed by the Adviser on the basis of relative net asset sizes although
Fund management may, in its discretion, establish a minimum amount to be
allocated to each Fund. The Boards of certain Nuveen Funds (the
15
"Participating Funds") established a Deferred Compensation Plan for Independent
Board Members ("Deferred Compensation Plan"). Under the Deferred Compensation
Plan, Independent Board Members of the Participating Funds may defer receipt of
all, or a portion, of the compensation they earn for their services to the
Participating Funds, in lieu of receiving current payments of such compensation.
Any deferred amount is treated as though an equivalent dollar amount had been
invested in shares of one or more eligible Nuveen funds. Each Independent Board
Member, other than Mr. Brown, has elected to defer at least a portion of their
fees. None of the Funds, except Michigan Quality, is a Participating Fund.
The table below shows, for each continuing Board Member who is not affiliated
with Nuveen or the Adviser, the aggregate compensation (i) paid by each Fund to
each continuing 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 NAC ("NAC Funds") and NIAC ("NIAC Funds") for the calendar year
ended 2002. Mr. Schwertfeger, a Board Member who is an interested person of each
Fund, does not receive any compensation from a Fund or any Nuveen funds.
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS
--------------------------------------------------------------------------------------
ARIZONA ARIZONA ARIZONA ARIZONA CONNECTICUT CONNECTICUT CONNECTICUT
CONTINUING BOARD MEMBERS DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
- --------------------------- --------------------------------------------------------------------------------------
Robert P. Bremner $ 89 $ 128 $ 118 $ 201 $ 113 $ 104 $ 97
Lawrence H. Brown $ 90 $ 130 $ 123 $ 204 $ 115 $ 108 $ 103
Anne E. Impellizzeri $ 89 $ 128 $ 118 $ 201 $ 113 $ 104 $ 97
Peter R. Sawers $ 88 $ 126 $ 152 $ 197 $ 110 $ 110 $ 144
William J. Schneider $ 89 $ 127 $ 117 $ 199 $ 112 $ 103 $ 95
Judith M. Stockdale $ 89 $ 127 $ 117 $ 199 $ 105 $ 97 $ 89
- -------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS
----------------------------------------------------------------------------------
CONNECTICUT GEORGIA GEORGIA GEORGIA MARYLAND MARYLAND MARYLAND
CONTINUING BOARD MEMBERS PREMIUM DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
- ------------------------------ ----------------------------------------------------------------------------------
Robert P. Bremner $ 224 $ 88 $ 101 $ 161 $ 180 $ 180 $ 118
Lawrence H. Brown $ 228 $ 89 $ 107 $ 164 $ 183 $ 184 $ 124
Anne E. Impellizzeri $ 224 $ 88 $ 101 $ 161 $ 180 $ 180 $ 118
Peter R. Sawers $ 219 $ 86 $ 151 $ 158 $ 176 $ 176 $ 174
William J. Schneider $ 222 $ 87 $ 99 $ 159 $ 178 $ 178 $ 115
Judith M. Stockdale $ 215 $ 80 $ 93 $ 153 $ 171 $ 172 $ 109
- ------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS
-------------------------------------------------------------------------------------------
MARYLAND MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN
CONTINUING BOARD MEMBERS PREMIUM TAX-FREE DIVIDEND PREMIUM DIVIDEND PREMIUM QUALITY(1)
- ------------------------ -------------------------------------------------------------------------------------------
Robert P. Bremner $ 438 $ 29 $ 88 $ 199 $ 111 $ 364 $ 558
Lawrence H. Brown $ 445 $ 80 $ 90 $ 203 $ 113 $ 370 $ 567
Anne E. Impellizzeri $ 438 $ 29 $ 88 $ 199 $ 111 $ 364 $ 558
Peter R. Sawers $ 427 $ 128 $ 86 $ 195 $ 109 $ 356 $ 546
William J. Schneider $ 432 $ 29 $ 87 $ 197 $ 110 $ 360 $ 552
Judith M. Stockdale $ 426 $ 29 $ 81 $ 191 $ 110 $ 360 $ 552
- ---------------------------------------------------------------------------------------------------------------------
</Table>
16
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS
--------------------------------------------------------------------------------
NORTH NORTH NORTH NORTH
MISSOURI CAROLINA CAROLINA CAROLINA CAROLINA OHIO OHIO
CONTINUING BOARD MEMBERS PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM DIVIDEND DIVIDEND 2
- -------------------------------- --------------------------------------------------------------------------------
Robert P. Bremner $ 97 $ 101 $ 163 $ 88 $ 266 $ 204 $ 157
Lawrence H. Brown $ 99 $ 102 $ 166 $ 93 $ 271 $ 207 $ 160
Anne E. Impellizzeri $ 97 $ 101 $ 163 $ 88 $ 266 $ 204 $ 157
Peter R. Sawers $ 95 $ 98 $ 159 $ 130 $ 260 $ 200 $ 154
William J. Schneider $ 96 $ 99 $ 161 $ 86 $ 263 $ 202 $ 156
Judith M. Stockdale $ 89 $ 93 $ 154 $ 80 $ 257 $ 202 $ 156
- ------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS
---------------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN
FUNDS PAID
OHIO OHIO TEXAS VIRGINIA VIRGINIA VIRGINIA TO BOARD
CONTINUING BOARD MEMBERS DIVIDEND(3) QUALITY QUALITY DIVIDEND DIVIDEND 2 PREMIUM MEMBERS
- ------------------------------- ---------------------------------------------------------------------------------
Robert P. Bremner $ 116 $ 478 $ 431 $ 136 $ 243 $ 372 $ 77,500
Lawrence H. Brown $ 118 $ 511 $ 439 $ 139 $ 248 $ 379 $ 82,000
Anne E. Impellizzeri $ 116 $ 478 $ 431 $ 136 $ 243 $ 372 $ 77,500
Peter R. Sawers $ 114 $ 468 $ 422 $ 133 $ 238 $ 363 $ 79,250
William J. Schneider $ 115 $ 473 $ 427 $ 135 $ 240 $ 368 $ 77,500
Judith M. Stockdale $ 115 $ 498 $ 427 $ 128 $ 234 $ 361 $ 77,750
- ------------------------------------------------------------------------------------------------------------------
</Table>
(1) 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:
<Table>
<Caption>
DEFERRED FEES
- -----------------------------------------------------------------------------
CONTINUING BOARD MEMBERS MICHIGAN QUALITY
- ------------------------ ----------------
Robert P. Bremner $ 46
Lawrence H. Brown $ 0
Anne E. Impellizzeri $256
Peter R. Sawers $317
William J. Schneider $320
Judith M. Stockdale $ 80
</Table>
Nuveen Investments, Inc. maintains charitable contributions programs to
encourage the active support and involvement of individuals in the civic
activities of their community. These programs include a matching contributions
program and a direct contributions program. The Independent Board Members of the
funds managed by the Adviser are eligible to participate in the charitable
contributions program of Nuveen Investments, Inc. Under the matching program,
Nuveen Investments, Inc. will match the personal contributions of a Board Member
to Section 501(c)(3) organizations up to an aggregate maximum amount of $10,000
during any calendar year. Under its direct (non-matching) program, Nuveen
Investments, Inc. makes contributions to qualifying Section 501(c)(3)
organizations, as approved by the Corporate Contributions Committee of Nuveen
Investments, Inc. The Independent Board Members are also eligible to submit
proposals to the committee requesting that contributions be made under this
program to Section 501(c)(3) organizations identified by the Board Member, in an
17
aggregate amount not to exceed $5,000 during any calendar year. Any contribution
made by Nuveen Investments, Inc. under the direct program is made solely at the
discretion of the Corporate Contributions Committee.
COMMITTEES
The Board has five standing committees: the executive committee, the audit
committee, the governance committee, the Dividend committee and the valuation
committee.
Peter R. Sawers and Timothy R. Schwertfeger currently serve as members of the
executive committee of the Board 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, are
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) or (ii) matters of an administrative or ministerial nature.
The executive committee of each Fund held no meetings during their last fiscal
year, except Arizona Dividend 3, Georgia Dividend 2, Connecticut Dividend 3,
Maryland Dividend 3, Massachusetts Tax-Free and North Carolina Dividend 3 each
held two meetings during the last fiscal year.
Lawrence H. Brown and Timothy R. Schwertfeger are current members of the
Dividend committee. The Dividend committee is authorized to declare
distributions on the Funds' shares including, but not limited to, regular and
special dividends, capital gains and ordinary income distributions. The Dividend
committee of each Fund held four meetings during its last fiscal year, except
Massachusetts Tax-Free held three Dividend committee meetings.
Lawrence H. Brown and Judith M. Stockdale are current members of the valuation
committee for each Fund. The valuation committee oversees the Fund's Pricing
Procedures including, but not limited to, the review and approval of fair value
pricing determinations made by Nuveen's Valuation Group. The valuation committee
of each Fund held one meeting during its last fiscal year.
Each Fund's Board has an audit committee composed of Independent Board Members
and who are "independent" as that term is defined in Section 303.01(B)(2)(a) and
(3) of the New York Stock Exchange's listing standards or Section 121(a) of the
American Stock Exchange's listing standings, as applicable. The audit committee
monitors the accounting and reporting policies and practices of the Funds, the
quality and integrity of the financial statements of the Funds, compliance by
the Funds with legal and regulatory requirements and the independence and
performance of the external and internal auditors. The audit committee reviews
the work and any recommendations of the Fund's independent auditors. Based on
such review, it is authorized to make recommendations to the Board. A copy of
the Audit Committee Charter is attached to the proxy statement as Appendix A.
The audit committee of each Fund held three meetings during its last fiscal
year.
Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a governance committee composed of all Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested Board Members. The committee also
reviews matters relating to (1) the composition, duties, recruitment,
independence and tenure of Board Members,
18
(2) the selection and review of committee assignments, and (3) Board Member
education, board meetings and board performance. The governance committee of
each Fund held one meeting during its last fiscal year. In the event of a
vacancy on the Board, the governance committee receives suggestions from various
sources as to suitable candidates. Suggestions should be sent in writing to
Lorna Ferguson, Vice President for Board Relations, Nuveen Investments, 333 West
Wacker Drive, Chicago, IL 60606. The governance committee sets appropriate
standards and requirements for nominations for new Board Members and reserves
the right to interview all candidates and to make the final selection regarding
the nomination of any new Board Members.
The Board of each Fund held four regular quarterly meetings and three special
board meetings during its last fiscal year, except Massachusetts Tax-Free held
three regular board meetings. During the last fiscal year, each Board Member
attended 75% or more of each Fund's Board meetings and the committee meetings
(if a member thereof).
19
THE OFFICERS
The following table sets forth information as of August 1, 2003 with respect to
each officer, 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 of each Fund are elected by the Board
on an annual basis to serve until successors are elected and qualified.
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE
NAME, ADDRESS AND HELD AND LENGTH OF PRINCIPAL OCCUPATION(S)
BIRTHDATE WITH FUND TIME SERVED* DURING PAST 5 YEARS
- ----------------------------------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director (since 2002), Assistant Secretary and
333 West Wacker Drive, Administrative Length of Service: Associate General Counsel, formerly, Vice President of
Chicago, IL 60606 Officer Since 1988 Nuveen Investments, LLC; Managing Director (since 2002),
(9/9/56) General Counsel and Assistant Secretary, formerly, Vice
President of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Managing Director (since
2002) and Assistant Secretary and Associate General
Counsel, formerly Vice President (since 2000) of Nuveen
Asset Management, Inc.; Assistant Secretary of Nuveen
Investments, Inc. (since 1994); Assistant Secretary of
NWQ Investment Management Company, LLC. (since 2002);
Vice President and Assistant Secretary of Nuveen
Investments Advisers Inc. (since 2002); Managing
Director, Associate General Counsel and Assistant
Secretary of Rittenhouse Asset Management, Inc. (since
May 2003); Chartered Financial Analyst.
Michael T. Atkinson Vice President Term: Annual Vice President (since 2002), formerly Assistant Vice
333 West Wacker Drive, and Assistant Length of Service: President (from 2000), previously, Associate of Nuveen
Chicago, IL 60606 Secretary Since 2002 Investments, LLC.
(2/3/66)
Paul L. Brennan Vice President Term: Annual Vice President (since 2002), formerly Assistant Vice
333 West Wacker Drive Length of Service: President (since 1997) of Nuveen Advisory Corp.;
Chicago, IL 60606 Since 1997 Chartered Financial Analyst and Certified Public
(11/10/66) Accountant
<Caption>
- ----------------------- -------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
- ----------------------- -------------
Gifford R. Zimmerman 140
333 West Wacker Drive,
Chicago, IL 60606
(9/9/56)
Michael T. Atkinson 140
333 West Wacker Drive,
Chicago, IL 60606
(2/3/66)
Paul L. Brennan 135
333 West Wacker Drive
Chicago, IL 60606
(11/10/66)
</Table>
20
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE
NAME, ADDRESS AND HELD AND LENGTH OF PRINCIPAL OCCUPATION(S)
BIRTHDATE WITH FUND TIME SERVED* DURING PAST 5 YEARS
- ----------------------------------------------------------------------------------------------------------------------
Peter H. D'Arrigo Vice President Term: Annual Vice President of Nuveen Investments, LLC (since 1999);
333 West Wacker Drive, and Treasurer Length of Service: prior thereto, Assistant Vice President (from 1997); Vice
Chicago, IL 60606 Since 1999 President and Treasurer (since 1999) of Nuveen
(11/28/67) Investments, Inc.; Vice President and Treasurer (since
1999) of Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp; Vice President and Treasurer of Nuveen
Asset Management, Inc. (since 2002) and of Nuveen
Investments Advisers Inc. (since 2002); Assistant
Treasurer of NWQ Investments Management Company, LLC.
(since 2002); Chartered Financial Analyst.
Susan M. DeSanto Vice President Term: Annual Vice President of Nuveen Advisory Corp. (since 2001);
333 West Wacker Drive, Length of Service: previously, Vice President of Van Kampen Investment
Chicago, IL 60606 Since 2001 Advisory Corp. (from 1998).
(9/8/54)
Jessica R. Droeger Vice President Term: Annual Vice President (since 2002) and Assistant General Counsel
333 West Wacker Drive, and Secretary Length of Service: (since 1998), formerly Assistant Vice President (from
Chicago, IL 60606 Since 1998 1998) of Nuveen Investments, LLC; Vice President (since
(9/24/64) 2002) and Assistant Secretary (from 1998), formerly
Assistant Vice President of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
Lorna C. Ferguson Vice President Term: Annual Vice President of Nuveen Investments, LLC (since 1998);
333 West Wacker Drive, Length of Service: Vice President (since 1998) of Nuveen Advisory Corp. and
Chicago, IL 60606 Since 1998 Nuveen Institutional Advisory Corp.
(10/24/45)
William M. Fitzgerald Vice President Term: Annual Managing Director (since 2001), formerly Vice President
333 West Wacker Drive, Length of Service: (since 1995) of Nuveen Advisory Corp. and Nuveen
Chicago, IL 60606 Since 1995 Institutional Advisory Corp.; Managing Director of Nuveen
(3/2/64) Asset Management, Inc. (since 2001); Vice President of
Nuveen Investments Advisers Inc. (since 2002); Chartered
Financial Analyst.
<Caption>
- ----------------------- -------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
- ----------------------- -------------
Peter H. D'Arrigo 140
333 West Wacker Drive,
Chicago, IL 60606
(11/28/67)
Susan M. DeSanto 140
333 West Wacker Drive,
Chicago, IL 60606
(9/8/54)
Jessica R. Droeger 140
333 West Wacker Drive,
Chicago, IL 60606
(9/24/64)
Lorna C. Ferguson 140
333 West Wacker Drive,
Chicago, IL 60606
(10/24/45)
William M. Fitzgerald 140
333 West Wacker Drive,
Chicago, IL 60606
(3/2/64)
</Table>
21
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE
NAME, ADDRESS AND HELD AND LENGTH OF PRINCIPAL OCCUPATION(S)
BIRTHDATE WITH FUND TIME SERVED* DURING PAST 5 YEARS
- ----------------------------------------------------------------------------------------------------------------------
Stephen D. Foy Vice President Term: Annual Vice President (since 1993) and Funds Controller (since
333 West Wacker Drive, and Controller Length of Service: 1998) of Nuveen Investment, LLC; Vice President and Funds
Chicago, IL 60606 Since 1993 Controller (since 1998) of Nuveen Investments, Inc.;
(5/31/54) Certified Public Accountant.
J. Thomas Futrell Vice President Term: Annual Vice President of Nuveen Advisory Corp.; Chartered
333 West Wacker Drive, Length of Service: Financial Analyst.
Chicago, IL 60606 Since 1992
(7/5/55)
Richard A. Huber Vice President Term: Annual Vice President of Nuveen Institutional Advisory Corp.
333 West Wacker Drive, Length of Service: (since 1998) and Nuveen Advisory Corp. (since 1997).
Chicago, IL 60606 Since 1997
(3/26/63)
Steven J. Krupa Vice President Term: Annual Vice President of Nuveen Advisory Corp.
333 West Wacker Drive, Length of Service:
Chicago, IL 60606 Since 1990
(8/21/57)
David J. Lamb Vice President Term: Annual Vice President of Nuveen Investments, LLC (since 2000);
333 West Wacker Drive, Length of Service: prior thereto, Assistant Vice President (from 1999);
Chicago, IL 60606 Since 2000 formerly Associate of Nuveen Investments, LLC; Certified
(3/22/63) Public Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of Nuveen Investments, LLC (since 1999);
333 West Wacker Drive, Length of Service: prior thereto, Assistant Vice President (since 1993) of
Chicago, IL 60606 Since 2002 Nuveen Investments, LLC.
(8/27/61)
<Caption>
- ----------------------- -------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
- ----------------------- -------------
Stephen D. Foy 140
333 West Wacker Drive,
Chicago, IL 60606
(5/31/54)
J. Thomas Futrell 135
333 West Wacker Drive,
Chicago, IL 60606
(7/5/55)
Richard A. Huber 135
333 West Wacker Drive,
Chicago, IL 60606
(3/26/63)
Steven J. Krupa 135
333 West Wacker Drive,
Chicago, IL 60606
(8/21/57)
David J. Lamb 140
333 West Wacker Drive,
Chicago, IL 60606
(3/22/63)
Tina M. Lazar 140
333 West Wacker Drive,
Chicago, IL 60606
(8/27/61)
</Table>
22
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE
NAME, ADDRESS AND HELD AND LENGTH OF PRINCIPAL OCCUPATION(S)
BIRTHDATE WITH FUND TIME SERVED* DURING PAST 5 YEARS
- ----------------------------------------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, Assistant Secretary and Assistant General
333 West Wacker Drive, and Assistant Length of Service: Counsel of Nuveen Investments, LLC; Vice President and
Chicago, IL 60606 Secretary Since 1988 Assistant Secretary of Nuveen Advisory Corp. and Nuveen
(7/27/51) Institutional Advisory Corp.; Assistant Secretary of
Nuveen Investments, Inc.; Assistant Secretary of Nuveen
Asset Management, Inc. (since 1997); 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).
Edward F. Neild, IV Vice President Term: Annual Managing Director (since 2002), formerly, Vice President
333 West Wacker Drive, Length of Service: (from 1996) of Nuveen Institutional Advisory Corp. and
Chicago, IL 60606 Since 1996 Nuveen Advisory Corp.; Managing Director of Nuveen Asset
(7/7/65) Management, Inc. (since 1999); Chartered Financial
Analyst.
Thomas J. O'Shaughnessy Vice President Term: Annual Vice President (since 2002), previously, Assistant Vice
333 West Wacker Drive, Length of Service: President (1998) of Nuveen Advisory Corp.
Chicago, IL 60606 Since 1998
(9/4/60)
Thomas C. Spalding Vice President Term: Annual Vice President of Nuveen Advisory Corp. and Nuveen
333 West Wacker Drive, Length of Service: Institutional Advisory Corp.; Chartered Financial
Chicago, IL 60606 Since 1987 Analyst.
(7/31/51)
- ----------------------------------------------------------------------------------------------------------------------
<Caption>
- ----------------------- -------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
NAME, ADDRESS AND SERVED BY
BIRTHDATE OFFICER
- ----------------------- -------------
Larry W. Martin 140
333 West Wacker Drive,
Chicago, IL 60606
(7/27/51)
Edward F. Neild, IV 140
333 West Wacker Drive,
Chicago, IL 60606
(7/7/65)
Thomas J. O'Shaughnessy 135
333 West Wacker Drive,
Chicago, IL 60606
(9/4/60)
Thomas C. Spalding 135
333 West Wacker Drive,
Chicago, IL 60606
(7/31/51)
- -----------------------
</Table>
* Length of Service indicates the year the individual became an officer of a
fund in the Nuveen fund complex.
23
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is responsible for assisting the Board in
monitoring (1) the quality and integrity of the Fund's financial statements, (2)
each Fund's compliance with regulatory requirements, and (3) the independence
and performance of the Fund's independent and internal auditors. Among other
responsibilities, the Committee reviews, in its oversight capacity, each Fund's
annual financial statements with both management and the independent auditors
and the Committee meets periodically with the independent and internal auditors
to consider their evaluation of the Fund's financial and internal controls. The
Committee also recommends to the Board the selection of each Fund's independent
auditors. The Committee is currently composed of five Board Members and operates
under a written charter adopted and approved by the Board. Each Committee member
is independent as defined by New York Stock Exchange and American Stock Exchange
listing standards, as applicable.
The Committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. The Committee has
reviewed and discussed the audited financial statements with management.
Management has represented to the independent auditors that each Fund's
financial statements were prepared in accordance with generally accepted
accounting principles. The Committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communications with Audit Committees). Each Fund's independent auditors
provided to the Committee the written disclosure required by Independent
Standards Board Standard No. 1 (Independent Discussions with Audit Committees),
and the Committee discussed with representatives of the independent auditor
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 auditors, the representations of management and the report of the
independent auditors to the Committee, the Committee has recommended that the
Board include the audited financial statements in each Fund's Annual Report.
The members of the Committee are:
<Table>
William E. Bennett* Robert P. Bremner
Lawrence H. Brown Anne E. Impellizzeri
Peter R. Sawers William J. Schneider
Judith M. Stockdale
</Table>
- --------------------------------------------------------------------------------
* Mr. Bennett was appointed to the Board and the Audit Committee of the NAC
Funds on July 29, 2003.
24
AUDIT AND RELATED FEES
AUDIT FEES. The aggregate fees billed by Ernst & Young LLP for professional
services for the audit of each Fund's financial statements for its most recently
completed fiscal year were as follows:
<Table>
<Caption>
- ----------------------------------------------------------------------
FINANCIAL INFORMATION
AUDIT SYSTEMS DESIGN AND ALL OTHER
FUND FEES IMPLEMENTATION FEES FEES
- ----------------------------------------------------------------------
Arizona Dividend $ 5,707 0 $2,651
Arizona Dividend 2 $ 6,084 0 $2,652
Arizona Dividend 3 $11,550 0 $1,827
Arizona Premium $ 6,786 0 $2,653
Connecticut Dividend $ 6,124 0 $2,652
Connecticut Dividend 2 $ 6,039 0 $2,652
Connecticut Dividend 3 $ 9,450 0 $1,827
Connecticut Premium $ 7,259 0 $2,654
Georgia Dividend $ 5,870 0 $2,652
Georgia Dividend 2 $ 9,450 0 $1,827
Georgia Premium $ 6,612 0 $2,653
Maryland Dividend $ 6,811 0 $2,653
Maryland Dividend 2 $ 6,818 0 $2,653
Maryland Dividend 3 $ 9,450 0 $1,828
Maryland Premium $ 9,425 0 $2,658
Massachusetts Tax-Free $ 7,350 0 $ 900
Massachusetts Dividend $ 5,878 0 $2,652
Massachusetts Premium $ 6,992 0 $2,654
Michigan Dividend $ 5,923 0 $2,652
Michigan Premium $ 8,385 0 $2,656
Michigan Quality $ 5,923 0 $2,652
Missouri Premium $ 5,961 0 $2,652
North Carolina
Dividend $ 5,997 0 $2,652
North Carolina
Dividend 2 $ 6,635 0 $2,653
North Carolina
Dividend 3 $ 9,450 0 $1,827
North Carolina Premium $ 7,698 0 $2,655
Ohio Dividend $ 6,822 0 $2,653
Ohio Dividend 2 $ 6,368 0 $2,653
Ohio Dividend 3 $ 5,968 0 $2,652
Ohio Quality $ 9,501 0 $2,658
Texas Quality $ 9,022 0 $2,658
Virginia Dividend $ 6,361 0 $2,653
Virginia Dividend 2 $ 7,457 0 $2,655
Virginia Premium $ 8,765 0 $2,657
- ----------------------------------------------------------------------
</Table>
25
ALL NON-AUDIT FEES. The Audit Committee has generally considered whether the
receipt of non-audit fees by Ernst & Young LLP from the Fund is compatible with
maintaining Ernst & Young LLP's independence.
APPOINTMENT OF INDEPENDENT AUDITORS
Each Board has appointed Ernst & Young LLP, independent public accountants, as
independent auditors to audit the books and records of each Fund for its fiscal
year. A representative of Ernst & Young LLP will be present at the meeting to
make a statement, if such representative so desires, and to respond to
shareholders' questions. Ernst & Young LLP has informed each Fund that it has no
direct or indirect material financial interest in the Fund, Nuveen, the Adviser
or any other investment company sponsored by Nuveen.
SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), require Board Members and officers, the
investment adviser, affiliated persons of the investment adviser and persons who
own more than 10% of a registered class of the Funds' equity securities to file
forms reporting their affiliation with that Fund and reports of ownership and
changes in ownership of that Fund's shares with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange or American Stock
Exchange, as applicable. These persons and entities are required by SEC
regulation to furnish the Funds with copies of all Section 16(a) forms they
file. Based on a review of these forms furnished to each Fund, each Fund
believes that the Fund's Board Members and officers, investment adviser and
affiliated persons of the investment adviser have complied with all applicable
Section 16(a) filing requirements during its last fiscal year except that with
respect to Arizona Dividend 2, Michigan Dividend, Ohio Dividend, Ohio Dividend
2, Ohio Dividend 3, Connecticut Dividend 2, Georgia Dividend, Maryland Dividend
2, North Carolina Dividend 2, and Virginia Dividend 2 a late filing was made on
Form 3 on behalf of NAC. 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.
INFORMATION ABOUT THE ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves
as investment adviser and manager for each Fund. The Adviser is a wholly owned
subsidiary of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois
60606. Nuveen Investments, Inc., is approximately 79% owned by The St. Paul
Companies, Inc. ("St. Paul"). St. Paul is located at 385 Washington Street, St.
Paul, Minnesota 55102, and is principally engaged in providing
property-liability insurance through subsidiaries.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of shareholders of any
of the Funds to be held in 2004, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than May 22, 2004. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8
26
must submit such written notice to the Fund not later than August 5, 2004.
Timely submission of a proposal does not mean that such proposal will be
included.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Funds. All other costs in
connection with the solicitation of proxies, will be paid by the Funds pro rata
based on the number of shareholder accounts. Additional solicitation may be made
by letter, telephone or telegraph by officers or employees of Nuveen or the
Adviser, or by dealers and their representatives.
FISCAL YEAR
The last fiscal year end for each Fund except Arizona Dividend, Arizona Dividend
2, Arizona Dividend 3, Arizona Premium, Michigan Dividend, Michigan Premium,
Michigan Quality, Ohio Dividend, Ohio Dividend 2, Ohio Dividend 3, Ohio Quality,
and Texas Quality was May 31, 2003. The last fiscal year end for Arizona
Dividend, Arizona Dividend 2, Arizona Dividend 3, Arizona Premium, Michigan
Dividend, Michigan Premium, Michigan Quality, Ohio Dividend, Ohio Dividend 2,
Ohio Dividend 3, Ohio Quality, and Texas Quality was July 31, 2003.
ANNUAL REPORT DELIVERY
Annual reports were sent to shareholders of record of each Fund following each
Fund's fiscal year end. Each Fund will furnish, without charge, a copy of its
annual report and/or semi-annual report as available upon request. Such written
or oral requests should be directed to such Fund at 333 West Wacker Drive,
Chicago, Illinois 60606 or by calling 1-800-257-8787.
Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or, for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.
GENERAL
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at any Annual Meeting. However, if
other matters are properly presented to the Annual Meeting for a vote, the
proxies will be voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at each Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of that Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies
27
with respect to any of the proposals if they determine that adjournment and
further solicitation is reasonable and in the best interests of the
shareholders. Under each Fund's By-Laws, an adjournment of a meeting requires
the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Jessica R. Droeger
Vice President and Secretary
September 19, 2003
28
APPENDIX A
NUVEEN MANAGEMENT INVESTMENT COMPANIES
AUDIT COMMITTEES CHARTER
Revised May, 2003
ORGANIZATION AND MEMBERSHIP
There shall be a committee of each Board of Directors/Trustees of the Nuveen
Management Investment Companies (the "Funds") to be known as the Audit
Committee. The Audit Committee shall be composed 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 a Committee
member. In particular, each member must meet the independence and experience
requirements of the New York Stock Exchange, 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 and
be able to read and understand fundamental financial statements. 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 be the Committee's "financial expert"). The Board
shall appoint the members of the Audit Committee, on the recommendation of the
Governance Committee.
STATEMENT OF POLICY
The Audit Committee shall assist the Board in monitoring (1) the accounting and
reporting policies and practices of the Management Investment Companies
(hereafter referred to as "Funds" or individually "Fund"), (2) the quality and
integrity of the financial statements of the Funds, (3) the Funds' compliance
with legal and regulatory requirements and (4) the independent auditors'
qualifications and independence, and the performance of the internal audit
function and independent auditors. 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 Nuveen.
The Audit Committee shall meet periodically with Nuveen management, the Funds'
internal auditor, and the Funds' independent auditors, in separate executive
sessions.
The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Committee.
The Audit Committee may request any officer or employee of Nuveen Investments,
Inc. (or its affiliates) or the Funds' independent auditors or outside counsel
to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee. The Funds' independent auditors and internal
auditors shall have unrestricted accessibility at any time to Committee members.
29
RESPONSIBILITIES
Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting 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. The independent auditors are ultimately accountable to the
Board and Audit Committee. It is the ultimate responsibility of the Audit
Committee to select, retain, evaluate and replace the independent auditors and
to determine their compensation, subject to ratification of the Board, if
required.
In carrying out its responsibilities the Audit Committee believes its policies
and procedures should remain flexible, in order to react to changing conditions
and requirements applicable to the Funds.
The Audit Committee is responsible for the following:
Fund Financial Statements:
1. Reviewing the annual audited 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
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 Committee, as deemed necessary or appropriate in the
Chairman's judgment.
3. Discussing with management the Funds' press releases regarding
dividends, as well as financial information and 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 significant
financial reporting issues and judgments made in connection with the
preparation 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 control deficiencies.
5. Discussing with management and the independent auditors the effect of
regulatory and accounting initiatives on the Funds' financial
statements.
30
6. Reviewing and discussing reports from the independent auditors
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 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.
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.
With respect to the independent auditors:
1. Appointing or replacing the independent auditors, subject, if
applicable, only to Board and shareholder ratification; and
compensating and overseeing the work of the independent auditor
(including the resolution of disagreements between management and the
independent auditor regarding financial reporting), who shall report
directly to the Audit Committee, for the purpose of preparing or
issuing an audit report or related work.
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, any significant changes required from the
originally planned audit programs and any adjustments to such
statements recommended by the auditors.
3. Pre-approving all audit services and permitted non-audit services
(including the fees and 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. 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 from the independent auditors at
least annually (including a formal written statement delineating all
relationships between the auditors and the Funds) 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 an
31
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; and evaluating the
qualifications, performance and independence of the independent
auditor, including their membership in the SEC practice section of
the AICPA 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 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. Recommending to the Board of Directors policies for the Funds' or the
Adviser's hiring of employees or former employees of the independent
auditor who participated in the audit of the Funds.
With respect to any internal auditor:
1. Reviewing the internal audit function as it relates to the Funds
including the proposed programs 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.
Other responsibilities:
1. Reviewing with the Funds' and the Adviser's counsel 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
32
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.
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 to the Directors/Trustees on the results of the activities
of the Committee.
8. Performing any special reviews, investigations or oversight
responsibilities requested by the Directors/Trustees.
9. Preparing any report required by the rules of the SEC to be included
in a proxy statement for a fund.
10. Reviewing and reassessing annually the adequacy of this charter and
recommending to the Board of Directors/Trustees approval of any
proposed changes deemed necessary or advisable by the Committee.
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.
33
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NFZ 1003
(NUVEEN LOGO)
NUVEEN INVESTMENTS
Nuveen Investments
333 West Wacker Dr.
Chicago
www.nuveen.com
NAC Closed-End Funds
[Insert Fund Name]
Municipal Auction Rate Cumulative Preferred Shares
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and use the
control number shown.
2. On the internet at www.proxyweb.com, enter the control number shown 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 ****
THIS PROXY IS SOLICITED BY THE BOARD OF
[FUND NAME]
FOR AN ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 22, 2003.
The Annual Meeting of shareholders will be held Wednesday, October 22, 2003 at
10:30 a.m. Central Time, in the 31st floor conference room of Nuveen
Investments, Inc., 333 West Wacker Drive, Chicago, Illinois. At this meeting,
you will be asked to vote on the proposal described in the proxy statement
attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R.
Droeger and Gifford R. Zimmerman, and each of them, with full power of
substitution, proxies for the undersigned, to represent and vote the shares of
the undersigned at the Annual Meeting of shareholders to be held on October 22,
2003 or any adjournment or adjournments thereof.
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.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).
Date:
----------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)
---------------------------------------
---------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS
IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE
PROXY, IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. Election of Board Members:
(01) Timothy R. Schwertfeger (07) Judith M. Stockdale FOR NOMINEES WITHHOLD
(02) William J. Schneider (08) William E. Bennett listed at left AUTHORITY
(03) Robert P. Bremner (09) Jack B. Evans (except as marked to vote for all
(04) Lawrence H. Brown (10) William L. Kissick to the contrary) nominees listed
(05) Anne E. Impellizzeri (11) Thomas E. Leafstrand [ ] at left
(06) Peter R. Sawers (12) Sheila W. Wellington [ ]
(INSTRUCTION: To withhold authority to vote for any
individual Nominee(s), write the number(s) of the nominee(s) on
the line provided below.)
- -----------------------------------------------------------------
(NUVEEN LOGO)
NUVEEN INVESTMENTS
Nuveen Investments
333 West Wacker Dr.
Chicago
www.nuveen.com
NAC/NIAC Closed-End Funds
[Insert Fund Name]
Common Shares
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and use the
control number shown.
2. On the internet at www.proxyweb.com, enter the control number shown 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 ****
THIS PROXY IS SOLICITED BY THE BOARD OF
[FUND NAME]
FOR AN ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 22, 2003.
The Annual Meeting of shareholders will be held Wednesday, October 22, 2003 at
10:30 a.m. Central Time, in the 31st floor conference room of Nuveen
Investments, Inc., 333 West Wacker Drive, Chicago, Illinois. At this meeting,
you will be asked to vote on the proposal described in the proxy statement
attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R.
Droeger and Gifford R. Zimmerman, and each of them, with full power of
substitution, proxies for the undersigned, to represent and vote the shares of
the undersigned at the Annual Meeting of shareholders to be held on October 22,
2003 or any adjournment or adjournments thereof.
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.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).
Date:
---------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)
---------------------------------------
---------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS
IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE
PROXY, IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. Election of Board Members:
(01) William E. Bennett (06) William L. Kissick FOR NOMINEES WITHHOLD
(02) Robert P. Bremner (07) Thomas E. Leafstrand listed at left AUTHORITY
(03) Lawrence H. Brown (08) Peter R. Sawers (except as marked to vote for all
(04) Jack B. Evans (09) Judith M. Stockdale to the contrary) nominees listed
(05) Anne E. Impellizzeri (10) Sheila W. Wellington [ ] at left
[ ]
(INSTRUCTION: To withhold authority to vote for any
individual Nominee(s), write the number(s) of the nominee(s) on
the line provided below.)
- -------------------------------------------------------------------