def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement. |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)). |
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Definitive Proxy Statement. |
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Definitive Additional Materials. |
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)
(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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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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. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Important
Notice
to
Fund Shareholders
August 22,
2007
Although we recommend that you read the complete Proxy
Statement, for your convenience, we have provided a brief
overview of the issues to be voted on.
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Why am I receiving this Proxy Statement? |
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You are being asked to vote on three important matters affecting
your Fund: |
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(1) Approval of a New Investment Management
Agreement. Nuveen Asset Management (NAM) serves
as your Funds investment adviser. Nuveen Investments, Inc.
(Nuveen), the parent company of NAM, recently
announced its intention to be acquired by investors led by
Madison Dearborn Partners, LLC, and to thereby become a
privately-held
company. In the event this takes place, securities laws require
your Funds shareholders to approve a new investment
management agreement between NAM and the Fund;
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(2) Approval of Fund Board Nominees. Each year,
you and other Fund shareholders must approve the election of
Board members to serve on your Funds Board. This is a
requirement for all funds that list their common shares on a
stock exchange. The Funds described in this proxy statement are
holding their annual shareholders meeting at which Board members
will be elected. The list of specific nominees is contained in
the enclosed proxy statement; and
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(3) Ratification of Independent Registered Public
Accounting Firm. This year, you and other Fund shareholders
are being asked to ratify the selection of the independent
registered public accounting firm. Ernst and Young LLP has been
selected to serve as your Funds independent registered
public accounting firm.
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Your Funds Board, including the independent Board members,
unanimously recommends that you vote FOR each proposal. |
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Your vote is very important. We encourage you as a
shareholder to participate in your Funds governance by
returning your vote as soon as possible. If enough shareholders
do not cast their votes, your Fund may not be able to hold its
meeting or the vote on each issue, and will be required to incur
additional solicitation costs in order to obtain sufficient
shareholder participation. |
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How will I as a Fund shareholder be affected if Nuveen
becomes a privately-held company? |
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Your Fund investment will not change as a result of NAMs
change of ownership. You will still own the same Fund shares and
the underlying value of those shares will not change as a result
of the transaction. NAM will continue to manage your Fund
according to the same objectives and policies as before, and
does not anticipate any significant changes to its operations. |
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Will there be any important differences between my
Funds new investment management agreement and the current
agreement? |
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No. The terms of the two agreements are substantially identical.
There will be no change in the fees you pay, who manages your
Fund, your Funds objectives and policies, or your
Funds day-to-day management. |
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What will happen if shareholders do not approve the new
investment management agreement? |
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NAM will continue to manage your Fund under an interim
investment management agreement, but must place its compensation
for its services during this interim period in escrow, pending
shareholder approval. This is discussed in more detail in the
proxy statement. Your Funds Board urges you to vote
without delay in order to avoid potential disruption to the
Funds operations. |
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Who do I call if I have questions? |
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If you need any assistance, or have any questions regarding the
proposals or how to vote your shares, please call Computershare
Fund Services, your Fund proxy solicitor, at
866-434-7510
with your proxy material. |
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How do I vote my shares? |
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You can vote your shares by completing and signing the enclosed
proxy card, and mailing it in the enclosed postage-paid
envelope. Alternatively, you may vote by telephone by calling
the toll-free number on the proxy card or by computer by going
to the Internet address provided on the proxy card and following
the instructions, using your proxy card as a guide. |
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Will anyone contact me? |
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You may receive a call from Computershare Fund Services,
the proxy solicitor hired by the Fund, to verify that you
received your proxy materials, to answer any questions you may
have about the proposals and to encourage you to vote your proxy. |
333 West Wacker
Drive Chicago, Illinois 60606
(800) 257-8787
Notice of Annual Meeting
of Shareholders
August 22,
2007
Nuveen
Arizona Dividend Advantage Municipal Fund (NFZ)
Nuveen
Arizona Dividend Advantage Municipal Fund 2 (NKR)
Nuveen
Arizona Dividend Advantage Municipal Fund 3 (NXE)
Nuveen
Connecticut Dividend Advantage Municipal Fund (NFC)
Nuveen
Connecticut Dividend Advantage Municipal Fund 2
(NGK)
Nuveen
Connecticut Dividend Advantage Municipal Fund 3
(NGO)
Nuveen
Connecticut Premium Income Municipal Fund (NTC)
Nuveen
Florida Investment Quality Municipal Fund (NQF)
Nuveen
Florida Quality Income Municipal Fund (NUF)
Nuveen
Insured Florida Premium Income Municipal Fund (NFL)
Nuveen
Insured Florida Tax-Free Advantage Municipal Fund
(NWF)
Nuveen
Georgia Dividend Advantage Municipal Fund (NZX)
Nuveen
Georgia Dividend Advantage Municipal Fund 2 (NKG)
Nuveen
Georgia Premium Income Municipal Fund (NPG)
Nuveen
Maryland Dividend Advantage Municipal Fund (NFM)
Nuveen
Maryland Dividend Advantage Municipal Fund 2
(NZR)
Nuveen
Maryland Dividend Advantage Municipal Fund 3
(NWI)
Nuveen
Maryland Premium Income Municipal Fund (NMY)
Nuveen
Massachusetts Dividend Advantage Municipal Fund (NMB)
Nuveen
Massachusetts Premium Income Municipal Fund (NMT)
Nuveen
Insured Massachusetts Tax-Free Advantage Municipal Fund
(NGX)
Nuveen
Michigan Dividend Advantage Municipal Fund (NZW)
Nuveen
Missouri Premium Income Municipal Fund (NOM)
Nuveen
New Jersey Dividend Advantage Municipal Fund (NXJ)
Nuveen
New Jersey Dividend Advantage Municipal Fund 2
(NUJ)
Nuveen
North Carolina Dividend Advantage Municipal Fund (NRB)
Nuveen
North Carolina Dividend Advantage Municipal Fund 2
(NNO)
Nuveen
North Carolina Dividend Advantage Municipal Fund 3
(NII)
Nuveen
North Carolina Premium Income Municipal Fund (NNC)
Nuveen
Ohio Dividend Advantage Municipal Fund (NXI)
Nuveen
Ohio Dividend Advantage Municipal Fund 2 (NBJ)
Nuveen
Ohio Dividend Advantage Municipal Fund 3 (NVJ)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund (NXM)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2
(NVY)
Nuveen
Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen
Pennsylvania Premium Income Municipal Fund 2
(NPY)
Nuveen
Texas Quality Income Municipal Fund (NTX)
Nuveen
Virginia Dividend Advantage Municipal Fund (NGB)
Nuveen
Virginia Dividend Advantage Municipal Fund 2
(NNB)
Nuveen
Virginia Premium Income Municipal Fund (NPV)
To the
Shareholders of the Above Funds:
Notice is hereby given that an Annual Meeting of Shareholders
(the Meeting) of Nuveen Arizona Dividend Advantage
Municipal Fund, Nuveen Arizona Dividend Advantage Municipal
Fund 2, Nuveen Arizona Dividend Advantage Municipal
Fund 3, Nuveen Connecticut Dividend Advantage Municipal
Fund, Nuveen Connecticut Dividend Advantage Municipal
Fund 2, Nuveen Connecticut Dividend Advantage Municipal
Fund 3, Nuveen Connecticut Premium Income
Municipal Fund, Nuveen Florida Investment Quality Municipal
Fund, Nuveen Florida Quality Income Municipal Fund, Nuveen
Insured Florida Premium Income Municipal Fund, Nuveen Insured
Florida Tax-Free Advantage Municipal Fund, Nuveen Georgia
Dividend Advantage Municipal Fund, Nuveen Georgia Dividend
Advantage Municipal Fund 2, Nuveen Georgia Premium Income
Municipal Fund, Nuveen Maryland Dividend Advantage Municipal
Fund, Nuveen Maryland Dividend Advantage Municipal Fund 2,
Nuveen Maryland Dividend Advantage Municipal Fund 3, Nuveen
Maryland Premium Income Municipal Fund, Nuveen Massachusetts
Dividend Advantage Municipal Fund, Nuveen Massachusetts Premium
Income Municipal Fund, Nuveen Insured Massachusetts Tax-Free
Advantage Municipal Fund, Nuveen Michigan Dividend Advantage
Municipal Fund, Nuveen Missouri Premium Income Municipal Fund,
Nuveen New Jersey Dividend Advantage Municipal Fund, Nuveen New
Jersey Dividend Advantage Municipal Fund 2, Nuveen North
Carolina Dividend Advantage Municipal Fund, Nuveen North
Carolina Dividend Advantage Municipal Fund 2, Nuveen North
Carolina Dividend Advantage Municipal Fund 3, Nuveen North
Carolina Premium Income Municipal Fund, Nuveen Ohio Dividend
Advantage Municipal Fund, Nuveen Ohio Dividend Advantage
Municipal Fund 2, Nuveen Ohio Dividend Advantage Municipal
Fund 3, Nuveen Pennsylvania Dividend Advantage Municipal
Fund, Nuveen Pennsylvania Dividend Advantage Municipal
Fund 2, Nuveen Pennsylvania Investment Quality Municipal
Fund, Nuveen Pennsylvania Premium Income Municipal Fund 2,
Nuveen Texas Quality Income Municipal Fund, Nuveen Virginia
Dividend Advantage Municipal Fund, Nuveen Virginia Dividend
Advantage Municipal Fund 2 and Nuveen Virginia Premium
Income Municipal Fund, each a Massachusetts business trust
(individually, a Fund and collectively, the
Funds), will be held (along with meetings of
shareholders of several other Nuveen funds) in the
31st floor conference room of Nuveen Investments,
333 West Wacker Drive, Chicago, Illinois 60606, on Friday,
October 12, 2007, at 10:00 a.m., Central time, for the
following purposes and to transact such other business, if any,
as may properly come before the Meeting:
Matters
to Be Voted on by Shareholders:
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To approve a new investment management agreement between each
Fund and Nuveen Asset Management (NAM), each
Funds investment adviser.
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2.
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To elect four (4) members to the Board of Trustees (each a
Board and each Trustee a Board Member)
of each Fund as outlined below:
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a.
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two (2) Board Members to be elected for a three-year term
by the holders of Common Shares and Municipal Auction Rate
Cumulative Preferred Shares (Preferred Shares) for
each Fund, voting together as a single class; and
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b.
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two (2) Board Members to be elected for a one-year term by
the holders of Preferred Shares only, voting separately as a
single class.
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3.
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To ratify the selection of Ernst & Young LLP as
independent registered public accounting firm for the current
fiscal year.
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To transact such other business as may properly come before the
Meeting.
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Shareholders of record at the close of business on
August 1, 2007 are entitled to notice of and to vote at the
Meeting.
All shareholders are cordially invited to attend the Meeting.
In order to avoid delay and additional expense, and to assure
that your shares are represented, please vote as promptly as
possible, regardless of whether or not you plan to attend the
Meeting. You may vote by mail, telephone or over the Internet.
To vote by mail, please mark, sign, date and mail the enclosed
proxy card. No postage is required if mailed in the United
States. To vote by telephone, please call the toll-free number
located on your proxy card and follow the recorded instructions,
using your proxy card as a guide. To vote over the Internet, go
to the Internet address provided on your proxy card and follow
the instructions, using your proxy card as a guide.
Kevin J. McCarthy
Vice President and Secretary
333 West Wacker
Drive Chicago, Illinois 60606
(800) 257-8787
Joint
Proxy Statement
August 22,
2007
This Joint Proxy Statement is first being mailed to shareholders
on or about August 22, 2007.
Nuveen
Arizona Dividend Advantage Municipal Fund (NFZ)
Nuveen
Arizona Dividend Advantage Municipal Fund 2 (NKR)
Nuveen
Arizona Dividend Advantage Municipal Fund 3 (NXE)
Nuveen
Connecticut Dividend Advantage Municipal Fund (NFC)
Nuveen
Connecticut Dividend Advantage Municipal Fund 2
(NGK)
Nuveen
Connecticut Dividend Advantage Municipal Fund 3
(NGO)
Nuveen
Connecticut Premium Income Municipal Fund (NTC)
Nuveen
Florida Investment Quality Municipal Fund (NQF)
Nuveen
Florida Quality Income Municipal Fund (NUF)
Nuveen
Insured Florida Premium Income Municipal Fund (NFL)
Nuveen
Insured Florida Tax-Free Advantage Municipal Fund
(NWF)
Nuveen
Georgia Dividend Advantage Municipal Fund (NZX)
Nuveen
Georgia Dividend Advantage Municipal Fund 2 (NKG)
Nuveen
Georgia Premium Income Municipal Fund (NPG)
Nuveen
Maryland Dividend Advantage Municipal Fund (NFM)
Nuveen
Maryland Dividend Advantage Municipal Fund 2
(NZR)
Nuveen
Maryland Dividend Advantage Municipal Fund 3
(NWI)
Nuveen
Maryland Premium Income Municipal Fund (NMY)
Nuveen
Massachusetts Dividend Advantage Municipal Fund (NMB)
Nuveen
Massachusetts Premium Income Municipal Fund (NMT)
Nuveen
Insured Massachusetts Tax-Free Advantage Municipal Fund
(NGX)
Nuveen
Michigan Dividend Advantage Municipal Fund (NZW)
Nuveen
Missouri Premium Income Municipal Fund (NOM)
Nuveen
New Jersey Dividend Advantage Municipal Fund (NXJ)
Nuveen
New Jersey Dividend Advantage Municipal Fund 2
(NUJ)
Nuveen
North Carolina Dividend Advantage Municipal Fund (NRB)
Nuveen
North Carolina Dividend Advantage Municipal Fund 2
(NNO)
Nuveen
North Carolina Dividend Advantage Municipal Fund 3
(NII)
Nuveen
North Carolina Premium Income Municipal Fund (NNC)
Nuveen
Ohio Dividend Advantage Municipal Fund (NXI)
Nuveen
Ohio Dividend Advantage Municipal Fund 2 (NBJ)
Nuveen
Ohio Dividend Advantage Municipal Fund 3 (NVJ)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund (NXM)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2
(NVY)
Nuveen
Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen
Pennsylvania Premium Income Municipal Fund 2
(NPY)
Nuveen
Texas Quality Income Municipal Fund (NTX)
Nuveen
Virginia Dividend Advantage Municipal Fund (NGB)
Nuveen
Virginia Dividend Advantage Municipal Fund 2
(NNB)
Nuveen
Virginia Premium Income Municipal Fund (NPV)
General
Information
This Joint Proxy Statement is furnished in connection with the
solicitation by the Board of Trustees (each a Board
and collectively, the Boards, and each Trustee a
Board Member
1
and collectively, the Board Members) of Nuveen
Arizona Dividend Advantage Municipal Fund (Arizona
Dividend Advantage), Nuveen Arizona Dividend Advantage
Municipal Fund 2 (Arizona Dividend Advantage
2), Nuveen Arizona Dividend Advantage Municipal
Fund 3 (Arizona Dividend Advantage 3), Nuveen
Connecticut Dividend Advantage Municipal Fund (Connecticut
Dividend Advantage), Nuveen Connecticut Dividend Advantage
Municipal Fund 2 (Connecticut Dividend Advantage
2), Nuveen Connecticut Dividend Advantage Municipal
Fund 3 (Connecticut Dividend Advantage 3),
Nuveen Connecticut Premium Income Municipal Fund
(Connecticut Premium Income), Nuveen Florida
Investment Quality Municipal Fund (Florida Investment
Quality), Nuveen Florida Quality Income Municipal Fund
(Florida Quality Income), Nuveen Insured Florida
Premium Income Municipal Fund (Insured Florida Premium
Income), Nuveen Insured Florida Tax-Free Advantage
Municipal Fund (Insured Florida Tax-Free Advantage),
Nuveen Georgia Dividend Advantage Municipal Fund (Georgia
Dividend Advantage), Nuveen Georgia Dividend Advantage
Municipal Fund 2 (Georgia Dividend Advantage
2), Nuveen Georgia Premium Income Municipal Fund
(Georgia Premium Income), Nuveen Maryland Dividend
Advantage Municipal Fund (Maryland Dividend
Advantage), Nuveen Maryland Dividend Advantage Municipal
Fund 2 (Maryland Dividend Advantage 2), Nuveen
Maryland Dividend Advantage Municipal Fund 3
(Maryland Dividend Advantage 3), Nuveen Maryland
Premium Income Municipal Fund (Maryland Premium
Income), Nuveen Massachusetts Dividend Advantage Municipal
Fund (Massachusetts Dividend Advantage), Nuveen
Massachusetts Premium Income Municipal Fund (Massachusetts
Premium Income), Nuveen Insured Massachusetts Tax-Free
Advantage Municipal Fund (Insured Massachusetts Tax-Free
Advantage), Nuveen Michigan Dividend Advantage Municipal
Fund (Michigan Dividend Advantage), Nuveen Missouri
Premium Income Municipal Fund (Missouri Premium
Income), Nuveen New Jersey Dividend Advantage Municipal
Fund (New Jersey Dividend Advantage), Nuveen New
Jersey Dividend Advantage Municipal Fund 2 (New
Jersey Dividend Advantage 2), Nuveen North Carolina
Dividend Advantage Municipal Fund (North Carolina Dividend
Advantage), Nuveen North Carolina Dividend Advantage
Municipal Fund 2 (North Carolina Dividend Advantage
2), Nuveen North Carolina Dividend Advantage Municipal
Fund 3 (North Carolina Dividend Advantage 3),
Nuveen North Carolina Premium Income Municipal Fund (North
Carolina Premium Income), Nuveen Ohio Dividend Advantage
Municipal Fund (Ohio Dividend Advantage), Nuveen
Ohio Dividend Advantage Municipal Fund 2 (Ohio
Dividend Advantage 2), Nuveen Ohio Dividend Advantage
Municipal Fund 3 (Ohio Dividend Advantage 3),
Nuveen Pennsylvania Dividend Advantage Municipal Fund
(Pennsylvania Dividend Advantage), Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2
(Pennsylvania Dividend Advantage 2), Nuveen
Pennsylvania Investment Quality Municipal Fund
(Pennsylvania Investment Quality), Nuveen
Pennsylvania Premium Income Municipal Fund 2
(Pennsylvania Premium Income 2), Nuveen Texas
Quality Income Municipal Fund (Texas Quality
Income), Nuveen Virginia Dividend Advantage Municipal Fund
(Virginia Dividend Advantage), Nuveen Virginia
Dividend Advantage Municipal Fund 2 (Virginia
Dividend Advantage 2) and Nuveen Virginia Premium Income
Municipal Fund (Virginia Premium Income), each a
Massachusetts business trust (each a Fund and
collectively, the Funds), of proxies to be voted at
an Annual Meeting of Shareholders to be held (along with the
meeting of shareholders of several other Nuveen funds) in the
31st floor conference room of Nuveen Investments, 333 West
Wacker Drive, Chicago, Illinois 60606, on Friday,
October 12, 2007, at 10:00 a.m., Central time, (for
each Fund, a Meeting and collectively, the
Meetings), and at any and all adjournments thereof.
On the matters coming before each Meeting as to which a choice
has been specified by shareholders on the proxy, the shares will
be voted accordingly. If a properly executed proxy is returned
and no
2
choice is specified, the shares will be voted FOR
approval of the new investment management agreement, FOR
the election of the nominees as listed in this Joint Proxy
Statement and FOR the ratification of the selection of
the independent registered public accounting firm. Shareholders
who execute proxies may revoke them at any time before they are
voted by filing with that Fund a written notice of revocation,
by delivering a duly executed proxy bearing a later date or by
attending the Meeting and voting in person. Merely attending the
Meeting, however, will not revoke any previously submitted proxy.
The Board of each Fund has determined that the use of this Joint
Proxy Statement for each Meeting is in the best interest of each
Fund and its shareholders in light of the similar matters being
considered and voted on by the shareholders.
The following table indicates which shareholders are solicited
with respect to each matter:
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Matter
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Common
Shares
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Preferred
Shares(1)
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To approve a new investment
management agreement between Nuveen Asset Management
(NAM or the Adviser) and each Fund
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X
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X
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2a.
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Election of two (2) Board
Members for a three-year term by all shareholders
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X
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X
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2b.
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Election of two (2) Board
Members for a one-year term by Preferred Shares only
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X
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3.
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To ratify the selection of
independent registered public accounting firm
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X
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X
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(1) Municipal Auction Rate Cumulative Preferred Shares for
each Fund are referred to as Preferred Shares.
A quorum of shareholders is required to take action at each
Meeting. A majority of the shares entitled to vote at each
Meeting, represented in person or by proxy, will constitute a
quorum of shareholders at that Meeting, except that for the
election of the two Board Member nominees to be elected by
holders of Preferred Shares of each Fund,
331/3%
of the Preferred Shares entitled to vote and represented in
person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Meeting will be tabulated by the inspectors
of election appointed for that Meeting. The inspectors of
election will determine whether or not a quorum is present at
the Meeting. The inspectors of election will treat abstentions
and broker non-votes (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 new investment
management agreement and ratification of the selection of
independent auditors, abstentions and broker non-votes will have
the same effect as shares voted against the proposal. For
purposes of determining the approval of the proposal to elect
nominees, abstentions and broker non-votes will have no effect
on the election of Board Members. The details of the proposals
to be voted on by the shareholders of each Fund and the vote
required for approval of the proposals are set forth under the
description of the proposals below.
3
Preferred Shares held in street name as to which
voting instructions have not been received from the beneficial
owners or persons entitled to vote as of one business day before
the 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 the proposal in the same proportion as the votes cast
by all Preferred shareholders as a class who have voted on the
proposal or in the same proportion as the votes cast by all
Preferred shareholders of the Fund who have voted on that item.
Rule 452 permits proportionate voting of Preferred Shares
with respect to a particular item if, among other things,
(i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the
holders of such shares with respect to such item and
(ii) less than 10% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of
meeting the 30% test, abstentions will be treated as shares
voted and for the purpose of meeting the 10% test,
abstentions will not be treated as shares voted
against the item.
Those persons who were shareholders of record at the close of
business on August 1, 2007, will be entitled to one vote
for each share held and a proportionate fractional vote for each
fractional share held (the Record Date). As of the
Record Date, the shares of the Funds were issued and outstanding
as follows:
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Fund
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Ticker
Symbol*
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Common
Shares
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Preferred
Shares
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Arizona Dividend Advantage
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NFZ
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1,549,939
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Series T
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480
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Arizona Dividend Advantage 2
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NKR
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2,436,687
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Series W
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740
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Arizona Dividend Advantage 3
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NXE
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3,067,629
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Series M
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|
880
|
|
|
|
|
|
|
|
Connecticut Dividend Advantage
|
|
NFC
|
|
|
2,576,910
|
|
|
Series T
|
|
|
780
|
|
|
|
|
|
|
|
Connecticut Dividend Advantage 2
|
|
NGK
|
|
|
2,315,129
|
|
|
Series W
|
|
|
700
|
|
|
|
|
|
|
|
Connecticut Dividend Advantage 3
|
|
NGO
|
|
|
4,362,096
|
|
|
Series F
|
|
|
1,280
|
|
|
|
|
|
|
|
Connecticut Premium Income
|
|
NTC
|
|
|
5,362,671
|
|
|
Series TH
|
|
|
1,532
|
|
|
|
|
|
|
|
Florida Investment Quality
|
|
NQF
|
|
|
16,551,701
|
|
|
Series T
|
|
|
3,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,200
|
|
|
|
|
|
|
|
Florida Quality Income
|
|
NUF
|
|
|
14,271,995
|
|
|
Series M
|
|
|
1,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,280
|
|
|
|
|
|
|
|
Insured Florida Premium Income
|
|
NFL
|
|
|
14,347,395
|
|
|
Series W
|
|
|
1,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,800
|
|
|
|
|
|
|
|
Insured Florida Tax-Free Advantage
|
|
NWF
|
|
|
3,882,373
|
|
|
Series W
|
|
|
1,160
|
|
|
|
|
|
|
|
Georgia Dividend Advantage
|
|
NZX
|
|
|
1,969,053
|
|
|
Series M
|
|
|
600
|
|
|
|
|
|
|
|
Georgia Dividend Advantage 2
|
|
NKG
|
|
|
4,554,005
|
|
|
Series F
|
|
|
1,320
|
|
|
|
|
|
|
|
Georgia Premium Income
|
|
NPG
|
|
|
3,805,652
|
|
|
Series TH
|
|
|
1,112
|
|
|
|
|
|
|
|
Maryland Dividend Advantage
|
|
NFM
|
|
|
4,182,900
|
|
|
Series M
|
|
|
1,280
|
|
|
|
|
|
|
|
Maryland Dividend Advantage 2
|
|
NZR
|
|
|
4,192,550
|
|
|
Series F
|
|
|
1,280
|
|
|
|
|
|
|
|
Maryland Dividend Advantage 3
|
|
NWI
|
|
|
5,363,909
|
|
|
Series T
|
|
|
1,560
|
|
|
|
|
|
|
|
Maryland Premium Income
|
|
NMY
|
|
|
10,640,076
|
|
|
Series W
|
|
|
1,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,760
|
|
|
|
|
|
|
|
Massachusetts Dividend Advantage
|
|
NMB
|
|
|
1,959,196
|
|
|
Series T
|
|
|
600
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker
Symbol*
|
|
Common
Shares
|
|
|
Preferred Shares
|
|
|
|
|
|
|
|
Massachusetts Premium Income
|
|
NMT
|
|
|
4,763,486
|
|
|
Series TH
|
|
|
1,360
|
|
|
|
|
|
|
|
Insured Massachusetts Tax-Free
Advantage
|
|
NGX
|
|
|
2,722,331
|
|
|
Series W
|
|
|
820
|
|
|
|
|
|
|
|
Michigan Dividend Advantage
|
|
NZW
|
|
|
2,066,391
|
|
|
Series W
|
|
|
640
|
|
|
|
|
|
|
|
Missouri Premium Income
|
|
NOM
|
|
|
2,300,954
|
|
|
Series TH
|
|
|
640
|
|
|
|
|
|
|
|
New Jersey Dividend Advantage
|
|
NXJ
|
|
|
6,577,111
|
|
|
Series T
|
|
|
1,920
|
|
|
|
|
|
|
|
New Jersey Dividend Advantage 2
|
|
NUJ
|
|
|
4,523,121
|
|
|
Series W
|
|
|
1,380
|
|
|
|
|
|
|
|
North Carolina Dividend Advantage
|
|
NRB
|
|
|
2,261,647
|
|
|
Series T
|
|
|
680
|
|
|
|
|
|
|
|
North Carolina Dividend
Advantage 2
|
|
NNO
|
|
|
3,749,336
|
|
|
Series F
|
|
|
1,120
|
|
|
|
|
|
|
|
North Carolina Dividend
Advantage 3
|
|
NII
|
|
|
3,931,531
|
|
|
Series W
|
|
|
1,120
|
|
|
|
|
|
|
|
North Carolina Premium Income
|
|
NNC
|
|
|
6,351,838
|
|
|
Series TH
|
|
|
1,872
|
|
|
|
|
|
|
|
Ohio Dividend Advantage
|
|
NXI
|
|
|
4,244,093
|
|
|
Series W
|
|
|
1,240
|
|
|
|
|
|
|
|
Ohio Dividend Advantage 2
|
|
NBJ
|
|
|
3,121,476
|
|
|
Series F
|
|
|
960
|
|
|
|
|
|
|
|
Ohio Dividend Advantage 3
|
|
NVJ
|
|
|
2,158,458
|
|
|
Series T
|
|
|
660
|
|
|
|
|
|
|
|
Pennsylvania Dividend Advantage
|
|
NXM
|
|
|
3,332,584
|
|
|
Series T
|
|
|
1,000
|
|
|
|
|
|
|
|
Pennsylvania Dividend Advantage 2
|
|
NVY
|
|
|
3,725,809
|
|
|
Series M
|
|
|
1,140
|
|
|
|
|
|
|
|
Pennsylvania Investment Quality
|
|
NQP
|
|
|
16,270,197
|
|
|
Series T
|
|
|
880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,000
|
|
|
|
|
|
|
|
Pennsylvania Premium Income 2
|
|
NPY
|
|
|
15,793,150
|
|
|
Series M
|
|
|
844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,800
|
|
|
|
|
|
|
|
Texas Quality Income
|
|
NTX
|
|
|
9,495,144
|
|
|
Series M
|
|
|
760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,000
|
|
|
|
|
|
|
|
Virginia Dividend Advantage
|
|
NGB
|
|
|
3,131,967
|
|
|
Series W
|
|
|
960
|
|
|
|
|
|
|
|
Virginia Dividend Advantage 2
|
|
NNB
|
|
|
5,728,296
|
|
|
Series M
|
|
|
1,680
|
|
|
|
|
|
|
|
Virginia Premium Income
|
|
NPV
|
|
|
8,933,535
|
|
|
Series T
|
|
|
832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,720
|
|
|
|
|
|
|
|
* |
The common shares of all of the Funds are listed on the New York
Stock Exchange, except NFZ, NKR, NXE, NFC, NGK, NGO, NWF, NZX,
NKG, NPG, NFM, NZR, NWI, NMB, NGX, NZW, NOM, NXJ, NUJ, NRB, NNO,
NII, NXI, NBJ, NVJ, NXM, NVY, NGB and NNB, which are listed on
the American Stock Exchange.
|
|
|
1.
|
Approval
of the New Investment Management Agreements
|
Background
Under an investment management agreement between the Adviser and
each Fund (each, an Original Investment Management
Agreement and collectively, the Original Investment
Management Agreements), NAM serves as each Funds
investment adviser and is responsible for each Funds
overall investment strategy and its implementation. The date of
each Funds Original Investment Management Agreement and
the date on which it was last approved by shareholders and
approved for continuance by the Board are provided in
Appendix B. NAM is a wholly-owned subsidiary of Nuveen
Investments, Inc. (Nuveen). Nuveen is currently a
publicly traded company.
5
On June 19, 2007, Nuveen entered into a merger agreement
(the Transaction Agreement) providing for the
acquisition of Nuveen by Windy City Investments, Inc.
(Windy City), a corporation formed by investors led
by Madison Dearborn Partners, LLC (MDP), a private
equity investment firm based in Chicago, Illinois (the
Transaction). Windy City is controlled by MDP on
behalf of the Madison Dearborn Capital Partner V funds.
Other owners of Windy City include Merrill Lynch &
Co.s Global Private Equity group and affiliates (including
private equity funds) of Wachovia, Citigroup and Deutsche Bank.
If the Transaction is completed, Nuveen will become a
wholly-owned subsidiary of Windy City and Nuveen will become a
privately-held company. Completion of the Transaction is subject
to a number of conditions, including obtaining the approval of
Nuveens stockholders and obtaining consent to the
Transaction by a certain percentage of NAMs clients
representing at least 80% of annualized revenue (which includes
fund shareholder approval of new investment management
agreements with NAM). Nuveen and Windy City currently expect to
complete the Transaction in the fourth quarter of 2007.
Upon completion of the Transaction, it is anticipated that
Merrill Lynch will be an indirect affiliated person
(as that term is defined in the Investment Company Act of 1940,
as amended (the 1940 Act)) of each Fund. As a
result, each Fund would then generally be prohibited from
entering into principal transactions with Merrill Lynch and
certain of its affiliates. NAM does not believe that any such
prohibition or limitation would have a materially adverse effect
on any Funds ability to pursue its investment objective
and policies.
Nuveen is relying on Section 15(f) of the 1940 Act.
Section 15(f) provides in substance that when a sale of a
controlling interest in an investment adviser occurs, the
investment adviser or any of its affiliated persons may receive
any amount or benefit in connection with the sale so long as two
conditions are satisfied. The first condition of
Section 15(f) is that, during the three-year period
following the consummation of a transaction, at least 75% of the
investment companys board of directors must not be
interested persons (as defined in the 1940 Act) of
the investment adviser or predecessor adviser. Each of the Funds
currently meets this test. Second, an unfair burden
(as defined in the 1940 Act, including any interpretations or
no-action letters of the Securities and Exchange Commission (the
SEC)) must not be imposed on the investment company
as a result of the transaction relating to the sale of such
interest, or any express or implied terms, conditions or
understandings applicable thereto. The term unfair
burden (as defined in the 1940 Act) includes any
arrangement, during the two-year period after the transaction,
whereby the investment adviser (or predecessor or successor
adviser), or any interested person (as defined in
the 1940 Act) of such an adviser, receives or is entitled to
receive any compensation directly or indirectly, from the
investment company or its security holders (other than fees for
bona fide investment advisory or other services) or from any
person in connection with the purchase or sale of securities or
other property to, from or on behalf of the investment company
(other than bona fide ordinary compensation as principal
underwriter for the investment company). Under the Transaction
Agreement, Windy City acknowledges Nuveens reliance on
Section 15(f) of the 1940 Act and has agreed that it and
its affiliates (as defined in the Transaction Agreement) shall
conduct its business and use commercially reasonable efforts to
enable the provisions of Section 15(f) to be true in
relation to the Funds.
In addition, to help ensure that an unfair burden is not imposed
on the Funds, Nuveen has committed for a period of two years
from the date of the closing of the Transaction (i) not to
increase gross management fees for any Fund; (ii) not to
reduce voluntary expense reimbursement levels for any Fund from
their currently scheduled prospective levels during that
6
period; (iii) that no Fund whose portfolio is managed by a
Nuveen affiliate shall use Merrill Lynch as a broker with
respect to portfolio transactions done on an agency basis,
except as may be approved in the future by the Compliance
Committee of the Board; and (iv) that NAM shall not cause
the Funds and other municipal funds that NAM manages, as a
whole, to enter into portfolio transactions with or through the
other minority owners of Nuveen, on either a principal or an
agency basis, to a significantly greater extent than both what
one would expect an investment team to use such firm in the
normal course of business, and what NAM has historically done,
without prior Board or Compliance Committee approval (excluding
the impact of proportionally increasing the use of such other
minority owners to fill the void necessitated by not
being able to use Merrill Lynch).
Each Original Investment Management Agreement, as required by
Section 15 of the 1940 Act, provides for its automatic
termination in the event of its assignment (as
defined in the 1940 Act). Any change in control of the
Adviser is deemed to be an assignment. The consummation of the
Transaction will result in a change in control of the Adviser
and therefore cause the automatic termination of each Original
Investment Management Agreement, as required by the
1940 Act.
In anticipation of the Transaction, each Funds Board met
in person at a joint meeting on July 31, 2007 for purposes
of, among other things, considering whether it would be in the
best interests of each Fund and its shareholders to approve a
new investment management agreement between the Fund and NAM in
substantially the same form as the Original Investment
Management Agreement to take effect immediately after the
Transaction or shareholder approval, whichever is later (each a
New Investment Management Agreement and
collectively, the New Investment Management
Agreements). The form of the New Investment Management
Agreement is attached hereto as Appendix C.
The 1940 Act requires that each New Investment Management
Agreement be approved by the Funds shareholders in order
for it to become effective. At the July 31, 2007 Board
meeting, and for the reasons discussed below (see Board
Considerations below), each Board, including the Board
Members who are not parties to the Original Investment
Management Agreements or New Investment Management Agreements
entered into by the Adviser with respect to any Fund or who are
not interested persons of the Funds or the Adviser
as defined in the 1940 Act (the Independent Board
Members), unanimously approved the New Investment
Management Agreement and unanimously recommended its approval by
shareholders in order to assure continuity of investment
advisory services to the Fund after the Transaction. In the
event shareholders of a Fund do not approve the New Investment
Management Agreement at the Meeting or any adjournment thereof
prior to the closing of the Transaction, an interim investment
management agreement between the Adviser and each such Fund
(each, an Interim Investment Management Agreement
and collectively, the Interim Investment Management
Agreements) will take effect upon the closing of the
Transaction.
At the July 31, 2007 meeting, each Board, including the
Independent Board Members, also unanimously approved the Interim
Investment Management Agreements in order to assure continuity
of investment advisory services to the Funds after the
Transaction. The terms of each Interim Investment Management
Agreement are substantially identical to those of the Original
Investment Management Agreements and New Investment Management
Agreements, except for the term and escrow provisions described
below. If a Funds shareholders have not approved a New
Investment Management Agreement prior to the Transaction, an
Interim Investment Management Agreement will take effect upon
the closing of the Transaction and will continue
7
in effect for a term ending on the earlier of 150 days from
the closing of the Transaction (the
150-day
period) or when shareholders of a Fund approve the New
Investment Management Agreement. Pursuant to
Rule 15a-4
under the 1940 Act, compensation earned by the Adviser under an
Interim Investment Management Agreement will be held in an
interest-bearing escrow account. If shareholders of a Fund
approve the New Investment Management Agreement prior to the end
of the
150-day
period, the amount held in the escrow account under the Interim
Investment Management Agreement will be paid to the Adviser. If
shareholders of a Fund do not approve the New Investment
Management Agreement prior to the end of the
150-day
period, the Board will take such action as it deems to be in the
best interests of the Fund and its shareholders, and the Adviser
will be paid the lesser of its costs incurred in performing its
services under the Interim Investment Management Agreement or
the total amount in the escrow account, plus interest earned.
Comparison of
Original Investment Management Agreement and New Investment
Management Agreement
The terms of each New Investment Management Agreement, including
fees payable to the Adviser by the Fund thereunder, are
substantially identical to those of the Original Investment
Management Agreement, except for the date of effectiveness.
There is no change in the fee rate payable by each Fund to the
Adviser. If approved by shareholders of a Fund, the New
Investment Management Agreement for the Fund will expire on
August 1, 2008, unless continued. Each New Investment
Management Agreement will continue in effect from year to year
thereafter if such continuance is approved for the Fund at least
annually in the manner required by the 1940 Act and the rules
and regulations thereunder. Below is a comparison of certain
terms of the Original Investment Management Agreement to the
terms of the New Investment Management Agreement.
Investment Management Services. The investment
management services to be provided by the Adviser to each Fund
under the New Investment Management Agreements will be identical
to those services currently provided by the Adviser to each Fund
under the Original Investment Management Agreements. Both the
Original Investment Management Agreements and New Investment
Management Agreements provide that the Adviser shall manage the
investment and reinvestment of the Funds assets in
accordance with the Funds investment objective and
policies and limitations and administer the Funds affairs
to the extent requested by and subject to the oversight of the
Funds Board. In addition, the investment management
services will be provided by the same Adviser personnel under
the New Investment Management Agreements as under the Original
Investment Management Agreements. The Adviser does not
anticipate that the Transaction will have any adverse effect on
the performance of its obligations under the New Investment
Management Agreements.
Fees. Under each Original Investment Management
Agreement and New Investment Management Agreement, the Fund pays
to the Adviser an investment management fee that consists of two
components a fund-level fee, calculated by applying
a Fund-specific breakpoint fee schedule that pays progressively
reduced fee rates at increased Fund-specific asset levels to the
average daily managed assets (which includes assets attributable
to all types of leverage used in leveraged funds) of that
individual Fund, and a complex-level fee, calculated by applying
a fee rate based on the aggregate managed assets of all
Nuveen-branded closed-end and open-end registered investment
companies organized in the United States to a complex-wide
8
fee schedule that would pay ever-reducing effective fee rates at
increasing complex-wide assets, multiplied by that Funds
average daily managed assets. The investment management fee paid
by each Fund equals the sum of the fund-level fee and
complex-level fee calculated for that Fund.
The fee schedules for the fund-level fee and complex-level fee
breakpoint schedules under the New Investment Management
Agreements for each Fund are identical to the fund-level fee and
complex-level fee breakpoint schedules under the Original
Investment Management Agreements. The annual fund-level fee
schedule for each Fund under the Original Investment Management
Agreements and the New Investment Management Agreements, the
fees paid by each Fund to the Adviser during each Funds
last fiscal year and the Funds net assets as of
June 30, 2007 are set forth in Appendix D to this
Proxy Statement. The fee schedule for the complex-level
component is the same for each Fund under both the Original
Investment Management Agreements and New Investment Management
Agreements and is also set forth in Appendix D. That
complex-wide fee schedule was recently reduced with an effective
date of August 20, 2007, as reflected in Appendix D.
Payment of Expenses. Under each Original Investment
Management Agreement and each New Investment Management
Agreement, the Adviser shall furnish office facilities and
equipment and clerical, bookkeeping and administrative services
(other than such services, if any, provided by the Funds
transfer agent) for the Fund.
Limitation on Liability. The Original Investment
Management Agreements and New Investment Management Agreements
provide that the Adviser will not be liable for any loss
sustained by reason of the purchase, sale or retention of any
security, whether or not such purchase, sale or retention shall
have been based upon the investigation and research made by any
other individual, firm or corporation, if such recommendation
shall have been selected with due care and in good faith, except
loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its
obligations and duties, or by reason of its reckless disregard
of its obligations and duties under the Agreement.
Continuance. The Original Investment Management
Agreement of each Fund originally was in effect for an initial
term and could be continued thereafter for successive one-year
periods if such continuance was specifically approved at least
annually in the manner required by the 1940 Act. If the
shareholders of a Fund approve the New Investment Management
Agreement for that Fund, the New Investment Management Agreement
will expire on August 1, 2008, unless continued. The New
Investment Management Agreement may be continued for successive
one-year periods if approved at least annually in the manner
required by the 1940 Act.
Termination. The Original Investment Management
Agreement and New Investment Management Agreement for each Fund
provide that the Agreement may be terminated at any time without
the payment of any penalty by the Fund or Adviser on sixty
(60) days written notice to the other party. A Fund
may effect termination by action of the Board or by vote of a
majority of the outstanding voting securities of the Fund,
accompanied by appropriate notice.
9
Board
Considerations
I. Approval
of Original Investment Management Agreements
The Board Members are responsible for overseeing the performance
of the investment adviser to the Funds and determining whether
to approve or continue the advisory arrangements. At a meeting
held on May 21, 2007 (the May Meeting), the
Board of each Fund, including the Independent Board Members,
performed a full annual review of each Original Investment
Management Agreement and unanimously approved the continuance of
such agreements. Because the information provided and the
considerations made at the annual review continue to be relevant
with respect to the evaluation of the New Investment Management
Agreements, the Board considered the foregoing as part of their
deliberations of the New Investment Management Agreements.
Accordingly, the discussions immediately below outline the
materials and information presented to the Board in connection
with the Boards May annual review and the analysis
undertaken and the conclusions reached by Board Members when
determining to continue the Original Investment Management
Agreements.
During the course of the year, the Board received a wide variety
of materials relating to the services provided by NAM and the
performance of the Funds. At each of its quarterly meetings, the
Board reviewed investment performance and various matters
relating to the operations of the Funds, including the
compliance program, shareholder services, valuation, custody,
distribution and other information relating to the nature,
extent and quality of services provided by NAM. Between the
regularly scheduled quarterly meetings, the Board Members
received information on particular matters as the need arose. In
preparation for their considerations at the May Meeting, the
Independent Board Members also received extensive materials,
well in advance of their meeting, which outlined or are related
to, among other things:
|
|
|
the nature, extent and quality of services provided by NAM;
|
|
|
the organization and business operations of NAM, including the
responsibilities of various departments and key personnel;
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each Funds past performance as well as the Funds
performance compared to funds with similar investment objectives
based on data and information provided by an independent third
party and to customized benchmarks;
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the profitability of Nuveen and certain industry profitability
analyses for unaffiliated advisers;
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the expenses of Nuveen in providing the various services;
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the advisory fees and total expense ratios of each Fund,
including comparisons of such fees and expenses with those of
comparable, unaffiliated funds based on information and data
provided by an independent third party (the Peer
Universe) as well as compared to a subset of funds within
the Peer Universe (the Peer Group) of the respective
Fund (as applicable);
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the advisory fees NAM assesses to other types of investment
products or clients;
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the soft dollar practices of NAM, if any; and
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from independent legal counsel, a legal memorandum describing
among other things, applicable laws, regulations and duties in
reviewing and approving advisory contracts.
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10
At the May Meeting, NAM made a presentation to, and responded to
questions from, the Board. Prior to and after the presentations
and reviewing the written materials, the Independent Board
Members met privately with their legal counsel to review the
Boards duties in reviewing advisory contracts and
considering the renewal of the advisory contracts. The
Independent Board Members, in consultation with independent
counsel, reviewed the factors set out in judicial decisions and
SEC directives relating to the renewal of advisory contracts. As
outlined in more detail below, the Board Members considered all
factors they believed relevant with respect to each Fund,
including, but not limited to, the following: (a) the
nature, extent and quality of the services to be provided by
NAM; (b) the investment performance of the Fund and NAM;
(c) the costs of the services to be provided and profits to
be realized by Nuveen and its affiliates; (d) the extent to
which economies of scale would be realized; and (e) whether
fee levels reflect those economies of scale for the benefit of
the Funds investors. In addition, as noted, the Board
Members met regularly throughout the year to oversee the Funds.
In evaluating the Original Investment Management Agreements, the
Board Members also relied upon their knowledge of NAM, its
services and the Funds resulting from their meetings and other
interactions throughout the year. It is with this background
that the Board Members considered each Original Investment
Management Agreement.
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A.
|
Nature,
Extent and Quality of Services
|
In considering renewal of the Original Investment Management
Agreements, the Board Members considered the nature, extent and
quality of NAMs services. The Board Members reviewed
materials outlining, among other things, Nuveens
organization and business; the types of services that NAM or its
affiliates provide and are expected to provide to the Funds; the
performance record of the applicable Fund (as described in
further detail below); and any initiatives Nuveen had taken for
the municipal fund product line. As noted, the Board Members
were already familiar with the organization, operations and
personnel of NAM due to the Board Members experience in
governing the respective Funds and working with NAM on matters
relating to the Funds. With respect to personnel, the Board
Members recognized NAMs investment in additional qualified
personnel throughout the various groups in the organization and
recommended to NAM that it continue to review staffing needs as
necessary. In addition, the Board Members reviewed materials
describing the current status and, in particular, the
developments in 2006 with respect to NAMs investment
process, investment strategies (including additional tools used
in executing such strategies), personnel (including portfolio
management and research teams), trading process, hedging
activities, risk management operations (e.g., reviewing credit
quality, duration limits, and derivatives use, as applicable),
and investment operations (such as enhancements to trading
procedures, pricing procedures, and client services). The Board
Members recognized Nuveens investment of resources and
efforts to continue to enhance and refine its investment process.
In addition to advisory services, the Independent Board Members
considered the quality of administrative and non-advisory
services provided by NAM and noted that NAM and its affiliates
provide the Funds with a wide variety of services and officers
and other personnel as are necessary for the operations of the
Funds, including,
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product management;
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fund administration;
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oversight of shareholder services and other fund service
providers;
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11
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administration of Board relations;
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regulatory and portfolio compliance; and
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legal support.
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As the Funds operate in a highly regulated industry and given
the importance of compliance, the Board Members considered, in
particular, Nuveens compliance activities for the Funds
and enhancements thereto. In this regard, the Board Members
recognized the quality of Nuveens compliance team. The
Board Members further noted Nuveens negotiations with
other service providers and the corresponding reduction in
certain service providers fees.
With respect to closed-end Funds, in addition to the foregoing
services, the Board Members also noted the additional services
that NAM or its affiliates provide to closed-end Funds,
including, in particular, its secondary market support
activities. The Board Members recognized Nuveens continued
commitment to supporting the secondary market for the common
shares of its closed-end Funds through a variety of programs
designed to raise investor and analyst awareness and
understanding of closed-end funds. These efforts include:
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maintaining shareholder communications;
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providing advertising for the closed-end Funds;
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maintaining its closed-end fund website;
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maintaining continual contact with financial advisers;
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providing educational symposia;
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conducting research with investors and financial analysis
regarding closed-end funds; and
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evaluating secondary market performance.
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With respect to the closed-end Funds that utilize leverage
through the issuance of Preferred Shares, the Board Members
noted Nuveens continued support for the holders of
Preferred Shares by, among other things:
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maintaining an in-house trading desk;
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maintaining a product manager for the Preferred Shares;
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developing distribution for Preferred Shares with new market
participants;
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maintaining an orderly auction process;
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managing leverage and risk management of leverage; and
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maintaining systems necessary to test compliance with rating
agency criteria.
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Based on their review, the Board Members found that, overall,
the nature, extent and quality of services provided (and
expected to be provided) to the respective Funds under the
Original Investment Management Agreements were satisfactory.
12
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B.
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The
Investment Performance of the Funds and NAM
|
The Board considered the investment performance for each Fund,
including the Funds historic performance as well as its
performance compared to funds with similar investment objectives
(the Performance Peer Group) based on data provided
by an independent third party (as described below). The Board
Members also reviewed portfolio level performance (which does
not reflect fund level fees and expenses, and leverage) against
customized benchmarks, as described in further detail below.
In evaluating the performance information, in certain instances,
the Board Members noted that the closest Performance Peer Group
for a Fund may not adequately reflect such Funds
investment objectives and strategies, thereby limiting the
usefulness of the comparisons of such Funds performance
with that of the Performance Peer Group.
With respect to state specific municipal funds, the Board
Members also recognized that certain funds do not have a
corresponding state specific Performance Peer Group in which
case their performance is measured against a more general
municipal category for various states. Funds that do not have
corresponding state-specific Performance Peer Groups are from
states other than New York, California, Florida, New Jersey,
Michigan, and Pennsylvania. However, with respect to Funds based
in Florida, New Jersey, Michigan and Pennsylvania, the peer
group may be so small or the Nuveen funds may dominate the
category to such an extent that performance information for such
Funds was also compared to a more general category for all
states (other than New York and California).
The Board Members reviewed performance information including,
among other things, total return information compared with the
Funds Performance Peer Group for the one-, three- and
five-year periods (as applicable) ending December 31, 2006.
The Board Members also reviewed the Funds portfolio level
performance (which does not reflect fund level fees and
expenses, and leverage) compared to customized portfolio-level
benchmarks for the one- and three-year periods ending
December 31, 2006 (as applicable). The analysis was used to
assess the efficacy of investment decisions against appropriate
measures of risk and total return, within specific market
segments. This information supplemented the Fund performance
information provided to the Board at each of its quarterly
meetings. Based on their review, the Board Members determined
that each Funds investment performance over time had been
satisfactory, subject to the following. With respect to various
municipal closed-end funds, the Board Members noted relative
total return underperformance in recent years compared to peers.
The Board Members reviewed materials and discussed with NAM the
factors contributing to the shift in performance including,
among other things, the degree of risk undertaken by peers
compared to the Funds (such as through the increased use of
leverage or taking concentrated positions in high risk credits).
In addition, the Board Members also considered a Funds
dividend performance and the extent of any secondary market
discounts. The Board Members noted NAMs efforts to
evaluate the factors affecting performance and determine whether
modification to a Funds investment strategy is necessary
or appropriate, and concluded they were satisfied with the steps
being taken.
13
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C.
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Fees,
Expenses and Profitability
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1. Fees
and Expenses
In evaluating the management fees and expenses of a Fund, the
Board reviewed, among other things, the Funds advisory
fees (net and gross management fees) and total expense ratios
(before and after expense reimbursements
and/or
waivers) in absolute terms as well as comparisons to the gross
management fees (before waivers), net management fees (after
waivers) and total expense ratios (before and after waivers) of
comparable funds in the Peer Universe and the Peer Group. In
reviewing the fee schedule for a Fund, the Board Members
considered the fund-level and complex-wide breakpoint schedules
(described in further detail below) and any fee waivers and
reimbursements provided by Nuveen (applicable, in particular,
for certain Funds launched since 1999). The Board Members
further reviewed data regarding the construction of Peer Groups
as well as the methods of measurement for the fee and expense
analysis and the performance analysis. In certain cases, due to
the small number of peers in the Peer Universe, the Peer
Universe and Peer Group had significant overlap or even
consisted entirely of the same unaffiliated funds. In reviewing
the comparisons of fee and expense information, the Board
Members recognized that in certain cases, the Fund size relative
to peers, the small size and odd composition of the Peer Group
(including differences in objectives and strategies), expense
anomalies, timing of information used or other factors impacting
the comparisons thereby limited some of the usefulness of the
comparative data. The Board Members also considered the
differences in the use of leverage. Based on their review of the
fee and expense information provided, the Board Members
determined that each Funds net total expense ratio was
within an acceptable range compared to peers.
2. Comparisons
with the Fees of Other Clients
The Board Members further reviewed data comparing the advisory
fees of NAM with fees NAM charges to other clients. With respect
to municipal funds, such other clients include NAMs
municipal separately managed accounts. In general, the advisory
fees charged for separate accounts are somewhat lower than the
advisory fees assessed to the Funds. The Board Members
considered the differences in the product types, including, but
not limited to, the services provided, the structure and
operations, product distribution and costs thereof, portfolio
investment policies, investor profiles, account sizes and
regulatory requirements. The Board Members noted, in particular,
that the range of services provided to the Funds (as discussed
above) is much more extensive than that provided to separately
managed accounts. As described in further detail above, such
additional services include, but are not limited to: product
management, fund administration, oversight of third party
service providers, administration of Board relations, and legal
support. The Board Members noted that the Funds operate in a
highly regulated industry requiring extensive compliance
functions compared to other investment products. Given the
inherent differences in the products, particularly the extensive
services provided to the Funds, the Board Members believe such
facts justify the different levels of fees.
3. Profitability
of Nuveen
In conjunction with its review of fees, the Board Members also
considered the profitability of Nuveen for its advisory
activities (which incorporated Nuveens wholly-owned
affiliated sub-advisers) and its financial condition. The Board
Members reviewed the revenues and expenses of Nuveens
advisory activities for the last three years, the allocation
methodology used in
14
preparing the profitability data as well as the 2006 Annual
Report for Nuveen. The Board Members noted this information
supplemented the profitability information requested and
received during the year to help keep them apprised of
developments affecting profitability (such as changes in fee
waivers and expense reimbursement commitments). In this regard,
the Board Members noted the enhanced dialogue and information
regarding profitability with NAM during the year, including more
frequent meetings and updates from Nuveens corporate
finance group. The Board Members also reviewed data comparing
Nuveens profitability with other fund sponsors prepared by
three independent third party service providers as well as
comparisons of the revenues, expenses and profit margins of
various unaffiliated management firms with similar amounts of
assets under management prepared by Nuveen.
In reviewing profitability, the Board Members recognized the
subjective nature of determining profitability which may be
affected by numerous factors, including the allocation of
expenses. Further, the Board Members recognized the difficulties
in making comparisons as the profitability of other advisers
generally is not publicly available and the profitability
information that is available for certain advisers or management
firms may not be representative of the industry and may be
affected by, among other things, the advisers particular
business mix, capital costs, types of funds managed and expense
allocations.
Notwithstanding the foregoing, the Board Members reviewed
Nuveens methodology and assumptions for allocating
expenses across product lines to determine profitability. Last
year, the Board Members also designated an Independent Board
Member as a point person for the Board to review the methodology
determinations during the year and any refinements thereto,
which relevant information produced from such process was
reported to the full Board. In reviewing profitability, the
Board Members recognized Nuveens increased investment in
its fund business. Based on its review, the Board Members
concluded that Nuveens level of profitability for its
advisory activities was reasonable in light of the services
provided.
In evaluating the reasonableness of the compensation, the Board
Members also considered other amounts paid to NAM by the Funds
as well as any indirect benefits (such as soft dollar
arrangements, if any) NAM and its affiliates receive, or are
expected to receive, that are directly attributable to the
management of the Funds, if any. See Section E below for
additional information on indirect benefits NAM may receive as a
result of its relationship with the Funds. Based on their review
of the overall fee arrangements of each Fund, the Board Members
determined that the advisory fees and expenses of the Fund were
reasonable.
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D.
|
Economies
of Scale and Whether Fee Levels Reflect These Economies of
Scale
|
With respect to economies of scale, the Board Members recognized
the potential benefits resulting from the costs of a Fund being
spread over a larger asset base. To help ensure the shareholders
share in these benefits, the Board Members reviewed and
considered the breakpoints in the advisory fee schedules that
reduce advisory fees. In addition to advisory fee breakpoints,
the Board also approved a complex-wide fee arrangement in 2004.
Pursuant to the complex-wide fee arrangement, the fees of the
funds in the Nuveen complex, including the Funds, are reduced as
the assets in the fund complex reach certain levels. In
evaluating the complex-wide fee arrangement, the Board Members
noted that the last complex-wide asset level breakpoint for the
complex-wide fee schedule was at $91 billion and that the
Board Members anticipated further review
and/or
negotiations prior to the assets of the Nuveen complex reaching
such threshold. Based on their review, the Board Members
concluded that
15
the breakpoint schedule and complex-wide fee arrangement were
acceptable and desirable in providing benefits from economies of
scale to shareholders, subject to further evaluation of the
complex-wide fee schedule as assets in the complex increase. See
Section II, Paragraph D Approval of
the New Investment Management Agreements Economies
of Scale and Whether Fee Levels Reflect These Economies of
Scale for information regarding subsequent modifications
to the complex-wide fee.
In evaluating fees, the Board Members also considered any
indirect benefits or profits NAM or its affiliates may receive
as a result of its relationship with each Fund. With respect to
closed-end funds, the Board Members considered revenues received
by affiliates of NAM for serving as agent at Nuveens
preferred trading desk and for serving as a co-manager in the
initial public offering of new closed-end exchange traded funds.
In addition to the above, the Board Members considered whether
NAM received any benefits from soft dollar arrangements whereby
a portion of the commissions paid by a Fund for brokerage may be
used to acquire research that may be useful to NAM in managing
the assets of the Funds and other clients. With respect to NAM,
the Board Members noted that NAM does not currently have any
soft dollar arrangements; however, to the extent certain bona
fide agency transactions that occur on markets that
traditionally trade on a principal basis and riskless principal
transactions are considered as generating
commissions, NAM intends to comply with the
applicable safe harbor provisions.
Based on their review, the Board Members concluded that any
indirect benefits received by NAM as a result of its
relationship with the Funds were reasonable and within
acceptable parameters.
The Board Members did not identify any single factor discussed
previously as all-important or controlling. The Board Members,
including the Independent Board Members, unanimously concluded
that the terms of the Original Investment Management Agreements
are fair and reasonable, that NAMs fees are reasonable in
light of the services provided to each Fund and that the renewal
of the Original Investment Management Agreements be approved.
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II.
|
Approval of the
New Investment Management Agreements
|
Following the May Meeting, the Board Members were advised of the
potential Transaction. As noted above, the completion of the
Transaction would terminate each of the Original Investment
Management Agreements. Accordingly, at a meeting held on
July 31, 2007 (the July Meeting), the Board of
each Fund, including the Independent Board Members, unanimously
approved the New Investment Management Agreement on behalf of
each Fund. Leading up to the July Meeting, the Board Members had
several meetings and deliberations with and without Nuveen
management present, and with the advice of legal counsel,
regarding the proposed Transaction as outlined below.
On June 8, 2007, the Board Members held a special
telephonic meeting to discuss the proposed Transaction. At that
meeting, the Board Members established a special ad hoc
committee
16
comprised solely of Independent Board Members to focus on the
Transaction and to keep the Independent Board Members updated
with developments regarding the Transaction. On June 15,
2007, the ad hoc committee discussed with representatives of NAM
the Transaction and modifications to the complex-wide fee
schedule that would generate additional fee savings at specified
levels of complex-wide asset growth (as set forth in
Appendix D). Following the foregoing meetings and several
subsequent telephonic conferences among Independent Board
Members and independent counsel, and between Independent Board
Members and representatives of Nuveen, the Board met on
June 18, 2007 to further discuss the proposed Transaction.
Immediately prior to and then again during the June 18,
2007 meeting, the Independent Board Members met privately with
their independent legal counsel. At that meeting, the Board met
with representatives of MDP, of Goldman Sachs, Nuveens
financial adviser in the Transaction, and of the Nuveen Board to
discuss, among other things, the history and structure of MDP,
the terms of the proposed Transaction (including the financing
terms), and MDPs general plans and intentions with respect
to Nuveen (including with respect to management, employees, and
future growth prospects). On July 9, 2007, the Board also
met to be updated on the Transaction as part of a special
telephonic Board meeting. The Board Members were further updated
at a special in-person Board meeting held on July 19, 2007
(one Independent Board Member participated telephonically).
Subsequently, on July 27, 2007, the ad hoc committee held a
telephonic conference with representatives of Nuveen and MDP to
further discuss, among other things, the Transaction, the
financing of the Transaction, retention and incentive plans for
key employees, the effect of regulatory restrictions on
transactions with affiliates after the Transaction, and current
volatile market conditions and their impact on the Transaction.
In connection with their review of the New Investment Management
Agreements, the Independent Board Members, through their
independent legal counsel, also requested in writing and
received additional information regarding the proposed
Transaction and its impact on the provision of services by NAM
and its affiliates.
The Independent Board Members received, well in advance of the
July Meeting, materials which outlined, among other things:
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the structure and terms of the Transaction, including MDPs
co-investor entities and their expected ownership interests and
the financing arrangements that will exist for Nuveen following
the closing of the Transaction;
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the strategic plan for Nuveen following the Transaction;
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the governance structure for Nuveen following the Transaction;
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any anticipated changes in the operations of the Nuveen funds
following the Transaction, including changes to NAMs and
Nuveens day-to-day management, infrastructure and ability
to provide advisory, distribution or other applicable services
to the Funds;
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any changes to senior management or key personnel who work on
Fund related matters (including portfolio management, investment
oversight, and legal/compliance) and any retention or incentive
arrangements for such persons;
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any anticipated effect on each Funds expense ratio
(including advisory fees) following the Transaction;
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any benefits or undue burdens imposed on the Funds as a result
of the Transaction;
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17
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any legal issues for the Funds as a result of the Transaction;
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the nature, quality and extent of services expected to be
provided to the Funds following the Transaction, changes to any
existing services and policies affecting the Funds, and
cost-cutting efforts, if any, that may impact such services or
policies;
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any conflicts of interest that may arise for Nuveen or MDP with
respect to the Funds;
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the costs associated with obtaining necessary shareholder
approvals, and who would bear those costs; and
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from legal counsel, a memorandum describing the applicable laws,
regulations and duties in approving advisory contracts,
including, in particular, with respect to a change of control.
|
Immediately preceding the July Meeting, representatives of MDP
met with the Board to further respond to questions regarding the
Transaction. After the meeting with MDP, the Independent Board
Members met with independent legal counsel in executive session.
At the July Meeting, Nuveen also made a presentation and
responded to questions. Following the presentations and
discussions of the materials presented to the Board, the
Independent Board Members met again in executive session with
their counsel. As outlined in more detail below, the Independent
Board Members considered all factors they believed relevant with
respect to each Fund, including the impact that the Transaction
could be expected to have on the following: (a) the nature,
extent and quality of services to be provided; (b) the
investment performance of the Funds; (c) the costs of the
services and profits to be realized by Nuveen and its
affiliates; (d) the extent to which economies of scale
would be realized; and (e) whether fee levels reflect those
economies of scale for the benefit of investors. As noted above,
the Board Members had completed their annual review of the
Original Investment Management Agreements at the May Meeting and
many of the factors considered at the annual review were
applicable to their evaluation of the New Investment Management
Agreements. Accordingly, in evaluating the New Investment
Management Agreements, the Board Members relied upon their
knowledge and experience with NAM and considered the information
received and their evaluations and conclusions drawn at the
annual review. The Independent Board Members evaluated all
information available to them on a
Fund-by-Fund
basis, and their determinations were made separately in respect
of each Fund.
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A.
|
Nature,
Extent and Quality of Services
|
In evaluating the nature, quality and extent of the services
expected to be provided by NAM under the New Investment
Management Agreements, the Independent Board Members considered,
among other things, the expected impact, if any, of the
Transaction on the operations, facilities, organization and
personnel of NAM; the potential implications of regulatory
restrictions on the Funds following the Transaction; the ability
of NAM and its affiliates to perform their duties after the
Transaction; and any anticipated changes to the current
investment and other practices of the Funds.
The Board noted that the terms of each New Investment Management
Agreement, including fees payable thereunder, are substantially
identical to those of the Original Investment Management
Agreement relating to the same Fund (with both reflecting
reductions to fee levels in the complex-wide fee schedule for
complex-wide assets in excess of $80 billion that have an
effective date of August 20, 2007). The Board considered
that the services to be provided and the standard of care under
the New Investment Management Agreements are the
18
same as the Original Investment Management Agreements. The Board
Members further noted that key personnel who have responsibility
for the Funds in each area, including portfolio management,
investment oversight, fund management, fund operations, product
management, legal/compliance and board support functions, are
expected to be the same following the Transaction. The Board
Members considered and are familiar with the qualifications,
skills and experience of such personnel. The Board also
considered certain information regarding anticipated retention
or incentive plans designed to retain key personnel. Further,
the Board Members noted that no changes to Nuveens
infrastructure or operations as a result of the Transaction were
anticipated other than potential enhancements as a result of an
expected increase in the level of investment in such
infrastructure and personnel. The Board noted MDPs
representations that it does not plan to have a direct role in
the management of Nuveen, appointing new management personnel,
or directly impacting individual staffing decisions. The Board
Members also noted that there were not any planned cost
cutting measures that could be expected to reduce the
nature, extent, or quality of services. After consideration of
the foregoing, the Board Members concluded that no diminution in
the nature, quality and extent of services provided to the Funds
and their shareholders is expected.
In addition to the above, the Board Members considered potential
changes in the operations of each Fund. In this regard, the
Board Members considered the potential effect of regulatory
restrictions on the Funds transactions with future
affiliated persons. During their deliberations, it was noted
that, after the Transaction, a subsidiary of Merrill Lynch is
expected to have an ownership interest in Nuveen at a level that
will make Merrill Lynch an affiliated person of Nuveen. The
Board Members recognized that applicable law would generally
prohibit the Funds from engaging in securities transactions with
Merrill Lynch as principal, and would also impose restrictions
on using Merrill Lynch for agency transactions. They recognized
that having MDP and Merrill Lynch as affiliates may restrict the
Funds ability to invest in securities of issuers
controlled by MDP or issued by Merrill Lynch and its affiliates
even if not bought directly from MDP or Merrill Lynch as
principal. They also recognized that various regulations may
require the Funds to apply investment limitations on a combined
basis with affiliates of Merrill Lynch. The Board Members
considered information provided by NAM regarding the potential
impact on the Funds operations as a result of these
regulatory restrictions. The Board Members considered, in
particular, the Funds that may be impacted most by the
restricted access to Merrill Lynch, including: municipal funds
(particularly certain state-specific funds), senior loan funds,
taxable fixed income funds, preferred security funds and funds
that heavily use derivatives. The Board Members considered such
Funds historic use of Merrill Lynch as principal in their
transactions and information provided by NAM regarding the
expected impact resulting from Merrill Lynchs affiliation
with Nuveen and available measures that could be taken to
minimize such impact. NAM informed the Board Members that,
although difficult to determine with certainty, its management
did not believe that MDPs or Merrill Lynchs status
as an affiliate of Nuveen would have a material adverse effect
on any Funds ability to pursue its investment objectives
and policies.
In addition to the regulatory restrictions considered by the
Board, the Board Members also considered potential conflicts of
interest that could arise between the Funds and various parties
to the Transaction and discussed possible ways of addressing
such conflicts.
Based on its review along with its considerations regarding
services at the annual review at the May Meeting, the Board
concluded that the Transaction was not expected to adversely
affect the nature, quality or extent of services provided by NAM
and that the expected nature, quality
19
and extent of such services supported approval of the New
Investment Management Agreements.
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B.
|
Performance
of the Funds
|
With respect to the performance of the Funds, the Board
considered that the portfolio management personnel responsible
for the management of the Funds portfolios were expected
to continue to manage the portfolios following the completion of
the Transaction.
In addition, the Board Members recently reviewed Fund
performance at the May Meeting as described above and determined
that Fund performance was satisfactory or better, subject to the
following. With respect to certain municipal closed-end funds
with relative short-term underperformance, the Board Members
concluded NAM was taking steps to evaluate the factors affecting
performance and those steps would continue following the
Transaction. Further, the investment policies and strategies
were not expected to change as a result of the Transaction.
In light of the foregoing factors, along with the prior findings
regarding performance at the annual review, the Board concluded
that its findings with respect to performance supported approval
of the New Investment Management Agreements.
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C.
|
Fees,
Expenses and Profitability
|
As described in more detail above, during the annual review the
Board Members considered, among other things, the management
fees and expenses of the Funds, the breakpoint schedules, and
comparisons of such fees and expenses with peers. At the annual
review, the Board Members determined that the Funds
advisory fees and expenses were reasonable. In evaluating the
costs of services to be provided by NAM under the New Investment
Management Agreements and the profitability of Nuveen for its
advisory activities, the Board Members considered their prior
conclusions at the annual review and whether the management fees
or other expenses would change as a result of the Transaction.
As described above, the investment management fee is composed of
two components a fund-level component and
complex-wide level component. The fee schedule under the New
Investment Management Agreements to be paid to NAM is identical
to that under the Original Investment Management Agreements,
including the modified complex-wide fee schedule. As noted
above, the Board recently approved a modified complex-wide fee
schedule that would generate additional fee savings on
complex-wide assets above $80 billion. See Appendix D
for both the prior and the new complex-wide fee schedule. The
modifications have an effective date of August 20, 2007 and
are part of the Original Investment Agreements. Accordingly, the
terms of the complex-wide component under the New Investment
Management Agreements are the same as under the Original
Investment Management Agreements. The Board Members also noted
that Nuveen has committed for a period of two years from the
date of closing of the Transaction that it will not increase
gross management fees for any Fund and will not reduce voluntary
expense reimbursement levels for any Fund from their currently
scheduled prospective levels. Based on the information provided,
the Board Members did not expect that overall Fund expenses
would increase as a result of the Transaction. In addition, the
Board Members considered that additional fund launches were
anticipated after the Transaction which would result in an
increase in total assets under management in the complex and a
corresponding
20
decrease in overall management fees under the complex-wide fee
schedule. Taking into consideration the Boards prior
evaluation of fees and expenses at the annual renewal, and the
modification to the complex-wide fee schedule, the Board
determined that the management fees and expenses were reasonable.
While it is difficult to predict with any degree of certainty
the impact of the Transaction on Nuveens profitability, at
the recent annual review, the Board Members were satisfied that
Nuveens level of profitability for its advisory activities
was reasonable. During the year, the Board Members had noted the
enhanced dialogue regarding profitability and the appointment of
an Independent Board Member as a point person to review
methodology determinations and refinements in calculating
profitability. Given their considerations at the annual review
and the modifications to the complex-wide fee schedule, the
Board Members were satisfied that Nuveens level of
profitability for its advisory activities continues to be
reasonable.
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|
D.
|
Economies
of Scale and Whether Fee Levels Reflect These Economies of
Scale
|
The Board Members have been cognizant of economies of scale and
the potential benefits resulting from the costs of a Fund being
spread over a larger asset base. To help ensure that
shareholders share in the benefits derived from economies of
scale, the Board adopted the complex-wide fee arrangement in
2004. At the May Meeting, the Board Members reviewed the
complex-wide fee arrangements and noted that additional
negotiations may be necessary or appropriate as the assets in
the complex approached the $91 billion threshold. In light
of this assessment coupled with the upcoming Transaction, at the
June 15, 2007 meeting, the ad hoc committee met with
representatives of Nuveen to further discuss modifications to
the complex-wide fee schedule that would generate additional
savings for shareholders as the assets of the complex grow. The
proposed terms for the complex-wide fee schedule are expressed
in terms of targeted cumulative savings at specified levels of
complex-wide assets, rather than in terms of targeted marginal
complex-wide fee rates. Under the modified schedule, the
schedule would generate additional fee savings beginning at
complex-wide assets of $80 billion in order to achieve
targeted cumulative annual savings at $91 billion of
$28 million on a complex-wide level (approximately
$0.6 million higher than those generated under the then
current schedule) and generate additional fee savings for asset
growth above complex-wide assets of $91 billion in order to
achieve targeted annual savings at $125 billion of assets
of approximately $50 million on a complex-wide level
(approximately $2.2 million higher annually than that
generated under the then current schedule). At the July Meeting,
the Board approved the modified complex-wide fee schedule for
the Original Investment Management Agreements and these same
terms will apply to the New Investment Management Agreements.
Accordingly, the Board Members believe that the breakpoint
schedules and revised complex-wide fee schedule are appropriate
and desirable in ensuring that shareholders participate in the
benefits derived from economies of scale.
During their recent annual review, the Board Members considered
any indirect benefits that NAM may receive as a result of its
relationship with the Funds, as described above. As the policies
and operations of Nuveen are not anticipated to change
significantly after the Transaction, such indirect benefits
should remain after the Transaction. The Board Members
21
further considered any additional indirect benefits to be
received by NAM or its affiliates after the Transaction. The
Board Members noted that other than benefits from its ownership
interest in Nuveen and indirect benefits from fee revenues paid
by the Funds under the management agreements and other
Board-approved relationships, it was currently not expected that
MDP or its affiliates would derive any benefit from the Funds as
a result of the Transaction or transact any business with or on
behalf of the Funds (other than perhaps potential Fund
acquisitions, in secondary market transactions, of securities
issued by MDP portfolio companies); or that Merrill Lynch or its
affiliates would derive any benefits from the Funds as a result
of the Transaction (noting that, indeed, Merrill Lynch would
stand to experience the discontinuation of principal transaction
activity with the Funds and likely would experience a noticeable
reduction in the volume of agency transactions with the Funds).
In addition to the factors above, the Board Members also
considered the following with respect to the Funds:
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|
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Nuveen would rely on the provisions of Section 15(f) of the
1940 Act (as described above). In this regard, to help ensure
that an unfair burden is not imposed on the Funds, Nuveen has
committed for a period of two years from the date of the closing
of the Transaction (i) not to increase gross management
fees for any Fund; (ii) not to reduce voluntary expense
reimbursement levels for any Fund from their currently scheduled
prospective levels during that period; (iii) that no Fund
whose portfolio is managed by a Nuveen affiliate shall use
Merrill Lynch as a broker with respect to portfolio transactions
done on an agency basis, except as may be approved in the future
by the Compliance Committee of the Board; and (iv) that NAM
shall not cause the Funds and other municipal funds that NAM
manages, as a whole, to enter into portfolio transactions with
or through the other minority owners of Nuveen, on either a
principal or an agency basis, to a significantly greater extent
than both what one would expect an investment team to use such
firm in the normal course of business, and what NAM has
historically done, without prior Board or Compliance Committee
approval (excluding the impact of proportionally increasing the
use of such other minority owners to fill the void
necessitated by not being able to use Merrill Lynch).
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|
The Funds would not incur any costs in seeking the necessary
shareholder approvals for the New Investment Management
Agreements (except for any costs attributed to seeking
shareholder approvals of Fund specific matters unrelated to the
Transaction, such as approval of Board Members, in which case a
portion of such costs will be borne by the applicable Funds).
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The reputation, financial strength and resources of MDP.
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The long-term investment philosophy of MDP and anticipated plans
to grow Nuveens business to the benefit of the Funds.
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|
The benefits to the Funds as a result of the Transaction
including: (i) as a private company, Nuveen may have more
flexibility in making additional investments in its business;
(ii) as a private company, Nuveen may be better able to
structure compensation packages to attract and retain talented
personnel; (iii) as certain of Nuveens distribution
partners are expected to be equity or debt investors in Nuveen,
Nuveen may be able to take advantage of new or enhanced
distribution arrangements with such partners; and
(iv) MDPs experience,
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22
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|
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capabilities and resources that may help Nuveen identify and
acquire investment teams or firms and finance such acquisitions.
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|
|
The historic premium and discount levels at which the shares of
the Funds have traded at specified dates with particular focus
on the premiums and discounts after the announcement of the
Transaction, taking into consideration recent volatile market
conditions and steps or initiatives considered or undertaken by
NAM to address discount levels.
|
The Board Members did not identify any single factor discussed
previously as all-important or controlling. The Board Members,
including the Independent Board Members, unanimously concluded
that the terms of the New Investment Management Agreements are
fair and reasonable, that the fees therein are reasonable in
light of the services to be provided to each Fund and that the
New Investment Management Agreements should be approved and
recommended to shareholders.
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|
III.
|
Approval of
Interim Contracts
|
As noted above, at the July Meeting, the Board Members,
including the Independent Board Members, unanimously approved
Interim Investment Management Agreements. If necessary to assure
continuity of advisory services, the Interim Investment
Management Agreements will take effect upon the closing of the
Transaction if shareholders have not yet approved the New
Investment Management Agreements. The terms of each Interim
Investment Management Agreement are substantially identical to
those of the corresponding Original Investment Management
Agreement and New Investment Management Agreement, respectively,
except for the term and escrow provisions described above. In
light of the foregoing, the Board Members, including the
Independent Board Members, unanimously determined that the scope
and quality of services to be provided to the Funds under the
respective Interim Investment Management Agreement are at least
equivalent to the scope and quality of services provided under
the applicable Original Investment Management Agreement.
Information about
the Adviser
NAM, a registered investment adviser, is a wholly-owned
subsidiary of Nuveen. Founded in 1898, Nuveen and its affiliates
had approximately $172 billion in assets under management
as of June 30, 2007. Nuveen is currently a publicly traded
company. Nuveen is currently listed on the New York Stock
Exchange and trades under the symbol JNC.
The principal occupation of the officers and directors of NAM is
shown in Appendix E. The business address of NAM, Nuveen
and each principal executive officer and director of NAM is
333 West Wacker Drive, Chicago, Illinois 60606.
Tim Schwertfeger, Chairman of the Board, acquired
1,035,000 shares of Class A common stock of Nuveen and
sold 813,449 shares of Class A common stock of Nuveen
since September 1, 2005. Mr. Schwertfeger received
$32,862,547 in exchange for his shares of Nuveen sold.
Mr. Schwertfeger is currently a Director and Non-Executive
Chairman of Nuveen. Prior to July 1, 2007, he was Chairman
and CEO of Nuveen. In addition to his interests as a stockholder
of Nuveen, Mr. Schwertfeger has interests in the
Transaction. As a result of the Transaction,
23
Mr. Schwertfegers outstanding options to acquire
shares of Nuveen common stock under various Nuveen stock option
plans will be cashed out and his outstanding shares of
restricted stock (and deferred restricted stock) granted under
Nuveens equity incentive plans will become fully vested
and will be converted into the right to receive a cash payment.
Based on the number of options and shares of restricted stock
held by Mr. Schwertfeger as of July 19, 2007, without
regard to any deductions for withholding taxes, his options and
restricted stock are valued at $118,621,561.61 and
$29,405,661.18, respectively.
Mr. Schwertfeger has an employment agreement with Nuveen
which provides for certain payments to Mr. Schwertfeger if
his employment is terminated under the circumstances described
in such agreement. The appointment of another individual to
serve as Chief Executive Officer of Nuveen effective
July 1, 2007 gives Mr. Schwertfeger a basis to
terminate his employment agreement for good reason and the right
to receive the payments described therein. Windy City and
Mr. Schwertfeger have informed Nuveen that they have
reached an agreement in principle under which, among other
things, Mr. Schwertfeger would waive his rights upon a good
reason termination and Windy City would permit
Mr. Schwertfeger to purchase, on terms similar to MDP,
equity of Windy City or the surviving corporation after the
Transaction.
If Mr. Schwertfegers employment were to be terminated
immediately following the completion of the Transaction and
assuming that the Transaction were to be completed on
October 1, 2007, he would be entitled to severance payments
totaling $54,908,238.
If Mr. Schwertfeger were to retire on October 1, 2007,
under Nuveens Retirement Plan and Excess Benefit
Retirement Plan, the present value of his early retirement
benefits would be $4,691,653.
Shareholder
Approval
To become effective with respect to a particular Fund, the New
Investment Management Agreement must be approved by a vote of a
majority of the outstanding voting securities of the Fund, with
the Common and Preferred shareholders voting together as a
single class. The vote of a majority of the outstanding
voting securities is defined in the 1940 Act as the lesser
of the vote of (i) 67% or more of the shares of the Fund
entitled to vote thereon present at the meeting if the holders
of more than 50% of such outstanding shares are present in
person or represented by proxy; or (ii) more than 50% of
such outstanding shares of the Fund entitled to vote thereon.
Each New Investment Management Agreement was approved by the
Board of the respective Fund after consideration of all factors
which it determined to be relevant to its deliberations,
including those discussed above. The Board of each Fund also
determined to submit the Funds New Investment Management
Agreement for consideration by the shareholders of the Fund.
The Board of each
Fund unanimously recommends that shareholders of the Fund vote
FOR approval of the New Investment Management
Agreement.
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|
2.
|
Election
of Board Members
|
Pursuant to the organizational documents of each Fund, each
Board is divided into three classes, Class I, Class II
and Class III, to be elected by the holders of the
outstanding Common
24
Shares and any outstanding Preferred Shares, voting together as
a single class to serve until the third succeeding annual
meeting subsequent to their election or thereafter, in each case
until their successors have been duly elected and qualified. For
each Fund, under normal circumstances, holders of Preferred
Shares are entitled to elect two (2) Board Members. The
Board Members elected by holders of Preferred Shares will be
elected to serve until the next annual meeting or until their
successors shall have been duly elected and qualified.
For each Fund:
|
|
a. |
two (2) Board Members are to be elected by holders of
Common Shares and Preferred Shares, voting together as a single
class. Current Board Members Judith M. Stockdale and
Carole E. Stone have been designated as Class I Board
Members, and as nominees for Board Members for a term expiring
at the annual meeting of shareholders in 2010 or until their
successors have been duly elected and qualified. Board Members
Robert P. Bremner, Jack B. Evans, William C.
Hunter and David J. Kundert are current and continuing
Board Members. Board Members Hunter and Kundert have been
designated as Class II Board Members for a term expiring at
the annual meeting of shareholders in 2008 or until their
successors have been duly elected and qualified. Board Members
Bremner and Evans have been designated as Class III Board
Members for a term expiring at the annual meeting of
shareholders in 2009 or until their successors have been duly
elected and qualified.
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|
b. |
two (2) Board Members are to be elected by holders of
Preferred Shares, all series voting together as a single class.
Board Members William J. Schneider and Timothy R.
Schwertfeger are nominees for election by holders of Preferred
Shares for a term expiring at the next annual meeting of
shareholders or until their successors have been duly elected
and qualified.
|
For each Fund, the affirmative vote of a plurality of the shares
present and entitled to vote at the Meeting will be required to
elect the Board Members of that Fund.
It is the intention of the persons named in the enclosed proxy
to vote the shares represented thereby for the election of the
nominees listed in the table below unless the proxy is marked
otherwise.
Each of the nominees has agreed to serve as a Board Member of
each Fund if elected. However, should any nominee become unable
or unwilling to accept nomination for election, the proxies will
be voted for substitute nominees, if any, designated by that
Funds present Board.
All of the Board Member nominees were last elected to each
Funds Board at the annual meeting of shareholders held on
October 4, 2006, with the exception of Ms. Stone. In
December 2006, Ms. Stone was appointed to each Funds
Board effective January 1, 2007 and designated as a
Class I Board Member. Ms. Stone is presented in this
Joint Proxy Statement as a nominee for election by shareholders
and was recommended to the nominating and governance committee
of each Funds Board by a third party search firm who
received Ms. Stones name from an Independent Board
Member (as defined below).
Other than Mr. Schwertfeger, all Board Member nominees are
not interested persons, as defined in the 1940 Act,
of the Funds or the Adviser and have never been an employee or
director of Nuveen, the Advisers parent company, or any
affiliate. Accordingly, such Board Members are deemed
Independent Board Members.
25
The Board unanimously recommends that holders of Common and
Preferred Shares vote FOR the election of nominees Stockdale and
Stone and unanimously recommends that holders of Preferred
Shares vote FOR the election of nominees Schneider and
Schwertfeger.
Board
Nominees/Board Members
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Number of
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Portfolios
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in Fund
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Other
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Complex
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Director-
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Position(s)
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Term of Office
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Overseen
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ships Held
|
Name, Address
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Held with
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and Length
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Principal
Occupation(s)
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by Board
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by Board
|
and Birth
Date
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Fund
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of Time
Served(1)
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During Past
5 Years
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Member
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Member
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Nominees/Board Members who are
not interested persons of the
Fund
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Robert P. Bremner
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)
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Board Member; Lead Independent
Director
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Term: Class III Board Member
until 2009
Length of Service: Since 1996; Lead Independent Director Since
2005
|
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Private Investor and Management
Consultant.
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176
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N/A
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Jack B. Evans
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/22/48)
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Board Member
|
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Term: Class III Board Member
until 2009
Length of Service: Since 1999
|
|
President, The Hall-Perrine
Foundation, a private philanthropic corporation
(since 1996); Director and Vice Chairman, United Fire Group, a
publicly held company; Member of the Board of Regents for the
State of Iowa University System; Director, Gazette Companies;
Life Trustee of Coe College and Iowa College Foundation; Member
of the Advisory Council of the Department of Finance in the
Tippie College of Business, University of Iowa; formerly,
Director, Alliant Energy; formerly, Director, Federal Reserve
Bank of Chicago; formerly, President and Chief Operating
Officer, SCI Financial Group, Inc., a regional financial
services firm.
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176
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See Principal Occupation Description
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William C. Hunter
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(3/6/48)
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Board Member
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Term: Class II Board Member
until 2008
Length of Service: Since 2004
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Dean, Tippie College of Business,
University of Iowa (since July 2006); Director, Credit Research
Center at Georgetown University; Director (since 2004) of
Xerox Corporation, a publicly held company; formerly,
(2003-2006),
Dean and Distinguished Professor of Finance, School of Business
at the University of Connecticut; formerly, Senior Vice
President and Director of Research at the Federal Reserve Bank
of Chicago (1995 2003); formerly, Director,
SS&C Technologies, Inc. (May 2005-October 2005).
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176
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See Principal Occupation Description
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David J. Kundert
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/28/42)
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Board Member
|
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Term: Class II Board Member
until 2008
Length of Service: Since 2005
|
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Director, Northwestern Mutual
Wealth Management Company; retired (2004) as Chairman,
JPMorgan
Fleming Asset Management, President and CEO, Banc One Investment
Advisors Corporation, and President, One Group Mutual Funds;
prior thereto, Executive Vice President, Bank One Corporation
and Chairman and CEO, Banc One Investment Management Group;
Board of Regents, Luther College; member of the Wisconsin Bar
Association; member of Board of Directors, Friends of Boerner
Botanical Gardens; member of Board of Directors, Milwaukee
Repertory Theater.
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174
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See Principal Occupation
Description
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26
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Number of
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Portfolios
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in Fund
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Other
|
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Complex
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|
|
Director-
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|
Position(s)
|
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Term of Office
|
|
|
|
Overseen
|
|
|
ships Held
|
Name, Address
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Held with
|
|
and Length
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Principal
Occupation(s)
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by Board
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|
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by Board
|
and Birth
Date
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Fund
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of Time
Served(1)
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During Past
5 Years
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Member
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Member
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William J. Schneider
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)
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Board Member and Nominee
|
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Term: Annual
(if elected)
Length of Service: Since 1996
|
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Chairman, Miller-Valentine Partners
Ltd., a real estate investment company; formerly, Senior Partner
and Chief Operating Officer (retired 2004) of
Miller-Valentine Group; formerly, Vice President,
Miller-Valentine Realty; Director, Chair of the Finance
Committee and Member of the Audit Committee of Premier Health
Partners, the not-for-profit parent company of Miami Valley
Hospital; Vice President of the Dayton Philharmonic Orchestra
Association; Board Member, Regional Leaders Forum which promotes
cooperation on economic development issues; formerly, Director,
Dayton Development Coalition; formerly, Member, Community
Advisory Board, National City Bank, Dayton, Ohio and Business
Advisory Council, Cleveland Federal Reserve Bank.
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176
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See Principal Occupation Description
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Judith M. Stockdale
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(12/29/47)
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Board Member and Nominee
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Term: Class I Board Member until
2010
(if elected)
Length of Service: Since 1997
|
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Executive Director, Gaylord and
Dorothy Donnelley Foundation (since 1994);
prior thereto, Executive Director, Great Lakes Protection Fund
(from 1990 to 1994).
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176
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N/A
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Carole E. Stone
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(6/28/47)
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Board Member and Nominee
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Term: Class I Board Member until
2010
(if elected)
Length of Service: Since 2007
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Director, Chicago Board Options
Exchange (since 2006); Chair, New York Racing Association
Oversight Board (since 2005); Commissioner, NYSE Commission on
Public Authority Reform (since 2005); formerly Director, New
York State Division of the Budget
(2000-2004),
Chair, Public Authorities Control Board
(2000-2004)
and Director, Local Government Assistance Corporation
(2000-2004).
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176
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See Principal Occupation Description
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Nominee who is an interested
person of the Fund
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Timothy R.
Schwertfeger(2)
333 West Wacker Drive
Chicago, IL 60606
(3/28/49)
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Chairman of the Board, Board Member
and Nominee
|
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Term: Annual
(if elected)
Length of Service: Since 1996
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Director and Chairman (since
1996) and Non-Executive Chairman (since July 1, 2007),
formerly, Chief Executive Officer (1996
June 30, 2007) of Nuveen Investments, Inc. and Nuveen
Asset Management and certain other subsidiaries of Nuveen
Investments, Inc.; formerly, Director (1992-2006) of
Institutional Capital Corporation.
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176
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N/A
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(1)
|
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Length of Service indicates the
year in which the individual became a Board Member of a fund in
the Nuveen fund complex.
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(2)
|
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Interested person as
defined in the 1940 Act, by reason of being Non-Executive
Chairman of Nuveen Investments, Inc. and having previously
served in various other capacities with Nuveen Investments, Inc.
and its subsidiaries.
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The dollar range of equity securities beneficially owned by each
Board Member in each Fund and all Nuveen funds overseen by the
Board Member as of December 31, 2006 is set forth in
Appendix A. The number of shares of each Fund beneficially
owned by each Board Member and by the Board Members and officers
of the Funds as a group as of December 31, 2006 is set
forth in Appendix A. On December 31, 2006, Board
Members and executive officers as a group beneficially owned
approximately 1,400,000 shares of all funds managed by NAM
(including
27
shares held by Board Members through the Deferred Compensation
Plan for Independent Board Members and by executive officers in
Nuveens 401(k)/profit sharing plan). Each Board
Members individual beneficial shareholdings of each Fund
constituted less than 1% of the outstanding shares of each Fund.
As of the Record Date for each Fund, the Board Members and
executive officers as a group beneficially owned less than 1% of
the outstanding shares of each Fund. As of the Record Date for
each Fund, no shareholder beneficially owned more than 5% of any
class of shares of any Fund.
Compensation
Prior to January 1, 2007, for all Nuveen funds, Independent
Board Members received a $90,000 annual retainer plus (a) a
fee of $2,500 per day for attendance in person or by telephone
at a regularly scheduled meeting of the Board; (b) a fee of
$2,000 per meeting for attendance in person where such in-person
attendance is required and $1,000 per meeting for attendance by
telephone or in person where in-person attendance is not
required at a special, non-regularly scheduled board meeting;
(c) a fee of $1,500 per meeting for attendance in person or
by telephone at an audit committee meeting; (d) a fee of
$1,500 per meeting for attendance in person at a compliance,
risk management and regulatory oversight committee meeting where
in-person attendance is required and $1,000 per meeting for
attendance by telephone or in person where in-person attendance
is not required; (e) a fee of $1,000 per meeting for
attendance in person or by telephone for a meeting of the
dividend committee; and (f) a fee of $500 per meeting for
attendance in person at all other committee meetings (including
shareholder meetings) on a day on which no regularly scheduled
board meeting is held in which in-person attendance is required
and $250 per meeting for attendance by telephone or in person at
such committee meetings (excluding shareholder meetings) where
in-person attendance is not required and $100 per meeting when
the executive committee acts as pricing committee for IPOs,
plus, in each case, expenses incurred in attending such
meetings. In addition to the payments described above, the Lead
Independent Director received $20,000, the chairpersons of the
audit committee and the compliance, risk management and
regulatory oversight committee received $7,500 and the
chairperson of the nominating and governance committee received
$5,000 as additional retainers to the annual retainer paid to
such individuals. Independent Board Members also received a fee
of $2,000 per day for site visits on days on which no regularly
scheduled board meeting is held to entities that provide
services to the Nuveen funds. When ad hoc committees are
organized, the nominating and governance committee will at the
time of formation determine compensation to be paid to the
members of such committee, however, in general such fees were
$1,000 per meeting for attendance in person at any ad hoc
committee meeting where in-person attendance is required and
$500 per meeting for attendance by telephone or in person at
such meetings where in-person attendance is not required. The
annual retainer, fees and expenses were allocated among the
funds managed by the Adviser, on the basis of relative net asset
sizes. The Board Member affiliated with Nuveen and the Adviser
served without any compensation from the Funds.
Effective January 1, 2007, for all Nuveen funds,
Independent Board Members receive a $95,000 annual retainer plus
(a) a fee of $3,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board;
(b) a fee of $2,000 per meeting for attendance in person or
by telephone where in-person attendance is required and $1,500
per meeting for attendance by telephone or in person where
in-person attendance is not required at a special, non-regularly
scheduled board meeting; (c) a fee of $1,500 per meeting
for attendance in person or by telephone at an audit committee
meeting; (d) a fee of $1,500 per meeting for
28
attendance in person or by telephone at a regularly scheduled
compliance, risk management and regulatory oversight committee
meeting; (e) a fee of $1,500 per meeting for attendance in
person at a non-regularly scheduled compliance, risk management
and regulatory oversight committee meeting where in-person
attendance is required and $1,000 per meeting for attendance by
telephone or in person where in-person attendance is not
required, except that the chairperson of the compliance, risk
management and regulatory oversight committee may at any time
designate a non-regularly scheduled meeting of the committee as
an in-person meeting for the purposes of fees to be paid;
(f) a fee of $1,000 per meeting for attendance in person or
by telephone for a meeting of the dividend committee; and
(g) a fee of $500 per meeting for attendance in person at
all other committee meetings (including shareholder meetings) on
a day on which no regularly scheduled board meeting is held in
which in-person attendance is required and $250 per meeting for
attendance by telephone or in person at such committee meetings
(excluding shareholder meetings) where in-person attendance is
not required and $100 per meeting when the executive committee
acts as pricing committee for IPOs, plus, in each case, expenses
incurred in attending such meetings. In addition to the payments
described above, the Lead Independent Director receives $25,000,
the chairpersons of the audit committee and the compliance, risk
management and regulatory oversight committee receive $7,500 and
the chairperson of the nominating and governance committee
receives $5,000 as additional retainers to the annual retainer
paid to such individuals. Independent Board Members also receive
a fee of $2,000 per day for site visits to entities that provide
services to the Nuveen funds on days on which no regularly
scheduled board meeting is held. When ad hoc committees are
organized, the nominating and governance committee will at the
time of formation determine compensation to be paid to the
members of such committee, however, in general such fees will be
$1,000 per meeting for attendance in person at any ad hoc
committee meeting where in-person attendance is required and
$500 per meeting for attendance by telephone or in person at
such meetings where in-person attendance is not required. The
annual retainer, fees and expenses were allocated among the
funds managed by the Adviser, on the basis of relative net asset
sizes although fund management may, in its discretion, establish
a minimum amount to be allocated to each fund. The Board Member
affiliated with Nuveen and the Adviser serves without any
compensation from the Funds.
The boards of certain Nuveen funds (the Participating
Funds) established a Deferred Compensation Plan for
Independent Board Members (Deferred Compensation
Plan). Under the Deferred Compensation Plan, Independent
Board Members of the Participating Funds may defer receipt of
all, or a portion, of the compensation they earn for their
services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount had been invested
in shares of one or more eligible Nuveen funds.
29
For each Fund, the table below shows, for each Independent Board
Member, the aggregate compensation (i) paid by each Fund to
each Board Member for its last fiscal year and (ii) paid
(including deferred fees) for service on the boards of the
Nuveen open-end and closed-end funds managed by the Adviser for
the calendar year ended 2006. Mr. Schwertfeger, a Board
Member who is an interested person of the Funds, does not
receive any compensation from the Funds or any Nuveen funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Compensation from the
Funds(1)(3)
|
|
|
|
Robert P.
|
|
|
Jack B.
|
|
|
William C.
|
|
|
David J.
|
|
|
William J.
|
|
|
Judith M.
|
|
|
Carole E.
|
|
Fund
|
|
Bremner
|
|
|
Evans
|
|
|
Hunter
|
|
|
Kundert
|
|
|
Schneider
|
|
|
Stockdale
|
|
|
Stone(2)
|
|
|
|
|
Arizona Dividend Advantage
|
|
$
|
107
|
|
|
$
|
103
|
|
|
$
|
73
|
|
|
$
|
80
|
|
|
$
|
102
|
|
|
$
|
77
|
|
|
$
|
36
|
|
Arizona Dividend Advantage 2
|
|
|
169
|
|
|
|
162
|
|
|
|
115
|
|
|
|
127
|
|
|
|
160
|
|
|
|
121
|
|
|
|
56
|
|
Arizona Dividend Advantage 3
|
|
|
203
|
|
|
|
195
|
|
|
|
138
|
|
|
|
152
|
|
|
|
192
|
|
|
|
146
|
|
|
|
68
|
|
Connecticut Dividend Advantage
|
|
|
148
|
|
|
|
143
|
|
|
|
115
|
|
|
|
124
|
|
|
|
140
|
|
|
|
120
|
|
|
|
27
|
|
Connecticut Dividend Advantage 2
|
|
|
134
|
|
|
|
129
|
|
|
|
104
|
|
|
|
112
|
|
|
|
127
|
|
|
|
109
|
|
|
|
24
|
|
Connecticut Dividend Advantage 3
|
|
|
242
|
|
|
|
234
|
|
|
|
189
|
|
|
|
202
|
|
|
|
230
|
|
|
|
197
|
|
|
|
44
|
|
Connecticut Premium Income
|
|
|
298
|
|
|
|
288
|
|
|
|
232
|
|
|
|
249
|
|
|
|
282
|
|
|
|
242
|
|
|
|
53
|
|
Florida Investment Quality
|
|
|
1,052
|
|
|
|
1,025
|
|
|
|
811
|
|
|
|
862
|
|
|
|
1,048
|
|
|
|
832
|
|
|
|
176
|
|
Florida Quality Income
|
|
|
922
|
|
|
|
898
|
|
|
|
711
|
|
|
|
756
|
|
|
|
919
|
|
|
|
729
|
|
|
|
155
|
|
Insured Florida Premium Income
|
|
|
916
|
|
|
|
892
|
|
|
|
706
|
|
|
|
751
|
|
|
|
913
|
|
|
|
725
|
|
|
|
153
|
|
Insured Florida Tax-Free Advantage
|
|
|
232
|
|
|
|
225
|
|
|
|
170
|
|
|
|
182
|
|
|
|
221
|
|
|
|
177
|
|
|
|
39
|
|
Georgia Dividend Advantage
|
|
|
113
|
|
|
|
109
|
|
|
|
88
|
|
|
|
94
|
|
|
|
107
|
|
|
|
92
|
|
|
|
20
|
|
Georgia Dividend Advantage 2
|
|
|
253
|
|
|
|
245
|
|
|
|
198
|
|
|
|
212
|
|
|
|
240
|
|
|
|
206
|
|
|
|
46
|
|
Georgia Premium Income
|
|
|
214
|
|
|
|
207
|
|
|
|
167
|
|
|
|
179
|
|
|
|
203
|
|
|
|
174
|
|
|
|
39
|
|
Maryland Dividend Advantage
|
|
|
239
|
|
|
|
231
|
|
|
|
187
|
|
|
|
200
|
|
|
|
227
|
|
|
|
195
|
|
|
|
43
|
|
Maryland Dividend Advantage 2
|
|
|
242
|
|
|
|
233
|
|
|
|
188
|
|
|
|
202
|
|
|
|
229
|
|
|
|
196
|
|
|
|
44
|
|
Maryland Dividend Advantage 3
|
|
|
299
|
|
|
|
289
|
|
|
|
233
|
|
|
|
250
|
|
|
|
284
|
|
|
|
243
|
|
|
|
54
|
|
Maryland Premium Income
|
|
|
602
|
|
|
|
582
|
|
|
|
469
|
|
|
|
503
|
|
|
|
571
|
|
|
|
489
|
|
|
|
109
|
|
Massachusetts Dividend Advantage
|
|
|
113
|
|
|
|
110
|
|
|
|
88
|
|
|
|
95
|
|
|
|
107
|
|
|
|
92
|
|
|
|
20
|
|
Massachusetts Premium Income
|
|
|
265
|
|
|
|
257
|
|
|
|
207
|
|
|
|
222
|
|
|
|
252
|
|
|
|
216
|
|
|
|
48
|
|
Insured Massachusetts Tax-Free
Advantage
|
|
|
154
|
|
|
|
149
|
|
|
|
120
|
|
|
|
129
|
|
|
|
146
|
|
|
|
125
|
|
|
|
28
|
|
Michigan Dividend Advantage
|
|
|
144
|
|
|
|
138
|
|
|
|
98
|
|
|
|
108
|
|
|
|
136
|
|
|
|
103
|
|
|
|
48
|
|
Missouri Premium Income
|
|
|
126
|
|
|
|
122
|
|
|
|
98
|
|
|
|
105
|
|
|
|
119
|
|
|
|
102
|
|
|
|
23
|
|
New Jersey Dividend Advantage
|
|
|
400
|
|
|
|
388
|
|
|
|
293
|
|
|
|
314
|
|
|
|
381
|
|
|
|
305
|
|
|
|
68
|
|
New Jersey Dividend Advantage 2
|
|
|
282
|
|
|
|
273
|
|
|
|
206
|
|
|
|
221
|
|
|
|
268
|
|
|
|
215
|
|
|
|
48
|
|
North Carolina Dividend Advantage
|
|
|
130
|
|
|
|
126
|
|
|
|
101
|
|
|
|
109
|
|
|
|
123
|
|
|
|
106
|
|
|
|
23
|
|
North Carolina Dividend Advantage 2
|
|
|
215
|
|
|
|
207
|
|
|
|
167
|
|
|
|
179
|
|
|
|
203
|
|
|
|
175
|
|
|
|
39
|
|
North Carolina Dividend Advantage 3
|
|
|
217
|
|
|
|
210
|
|
|
|
169
|
|
|
|
181
|
|
|
|
206
|
|
|
|
176
|
|
|
|
39
|
|
North Carolina Premium Income
|
|
|
386
|
|
|
|
374
|
|
|
|
277
|
|
|
|
297
|
|
|
|
368
|
|
|
|
289
|
|
|
|
64
|
|
Ohio Dividend Advantage
|
|
|
291
|
|
|
|
279
|
|
|
|
198
|
|
|
|
218
|
|
|
|
276
|
|
|
|
209
|
|
|
|
97
|
|
Ohio Dividend Advantage 2
|
|
|
216
|
|
|
|
207
|
|
|
|
147
|
|
|
|
162
|
|
|
|
205
|
|
|
|
155
|
|
|
|
72
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Compensation from the
Funds(1)(3)
|
|
|
|
Robert P.
|
|
|
Jack B.
|
|
|
William C.
|
|
|
David J.
|
|
|
William J.
|
|
|
Judith M.
|
|
|
Carole E.
|
|
Fund
|
|
Bremner
|
|
|
Evans
|
|
|
Hunter
|
|
|
Kundert
|
|
|
Schneider
|
|
|
Stockdale
|
|
|
Stone(2)
|
|
|
|
|
Ohio Dividend Advantage 3
|
|
|
150
|
|
|
|
144
|
|
|
|
103
|
|
|
|
113
|
|
|
|
143
|
|
|
|
108
|
|
|
|
50
|
|
Pennsylvania Dividend Advantage
|
|
|
207
|
|
|
|
201
|
|
|
|
151
|
|
|
|
162
|
|
|
|
197
|
|
|
|
158
|
|
|
|
35
|
|
Pennsylvania Dividend Advantage 2
|
|
|
233
|
|
|
|
226
|
|
|
|
170
|
|
|
|
183
|
|
|
|
222
|
|
|
|
178
|
|
|
|
39
|
|
Pennsylvania Investment Quality
|
|
|
1,042
|
|
|
|
1,014
|
|
|
|
803
|
|
|
|
853
|
|
|
|
1,037
|
|
|
|
824
|
|
|
|
175
|
|
Pennsylvania Premium Income 2
|
|
|
961
|
|
|
|
936
|
|
|
|
740
|
|
|
|
787
|
|
|
|
957
|
|
|
|
760
|
|
|
|
161
|
|
Texas Quality Income
|
|
|
650
|
|
|
|
624
|
|
|
|
443
|
|
|
|
488
|
|
|
|
617
|
|
|
|
468
|
|
|
|
216
|
|
Virginia Dividend Advantage
|
|
|
182
|
|
|
|
176
|
|
|
|
142
|
|
|
|
152
|
|
|
|
172
|
|
|
|
148
|
|
|
|
33
|
|
Virginia Dividend Advantage 2
|
|
|
358
|
|
|
|
347
|
|
|
|
257
|
|
|
|
275
|
|
|
|
341
|
|
|
|
268
|
|
|
|
59
|
|
Virginia Premium Income
|
|
|
506
|
|
|
|
489
|
|
|
|
395
|
|
|
|
423
|
|
|
|
480
|
|
|
|
412
|
|
|
|
91
|
|
Total Compensation from Nuveen
Funds Paid to Board Members
|
|
|
177,099
|
|
|
|
180,111
|
|
|
|
146,018
|
|
|
|
144,759
|
|
|
|
171,879
|
|
|
|
148,510
|
|
|
|
|
|
|
|
|
(1) |
Aggregate compensation numbers are based on a combination of the
compensation schedules in effect prior to and after
January 1, 2007.
|
|
|
(2)
|
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007.
|
|
(3)
|
Includes deferred fees. Pursuant to a deferred compensation
agreement with certain of the Funds, deferred amounts are
treated as though an equivalent dollar amount has been invested
in shares of one or more eligible Nuveen funds. Total deferred
fees for the Funds (including the return from the assumed
investment in the eligible Nuveen funds) payable are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
Fees
|
|
|
|
Robert P.
|
|
|
Jack B.
|
|
|
William C.
|
|
|
David J.
|
|
|
William J.
|
|
|
Judith M.
|
|
|
Carole E.
|
|
Fund
|
|
Bremner
|
|
|
Evans
|
|
|
Hunter
|
|
|
Kundert
|
|
|
Schneider
|
|
|
Stockdale
|
|
|
Stone
|
|
|
|
|
Florida Investment Quality
|
|
$
|
165
|
|
|
$
|
266
|
|
|
$
|
811
|
|
|
$
|
862
|
|
|
$
|
1,048
|
|
|
$
|
516
|
|
|
$
|
|
|
Florida Quality Income
|
|
|
145
|
|
|
|
234
|
|
|
|
711
|
|
|
|
756
|
|
|
|
919
|
|
|
|
452
|
|
|
|
|
|
Insured Florida Premium Income
|
|
|
144
|
|
|
|
232
|
|
|
|
706
|
|
|
|
751
|
|
|
|
913
|
|
|
|
449
|
|
|
|
|
|
Pennsylvania Investment Quality
|
|
|
164
|
|
|
|
264
|
|
|
|
803
|
|
|
|
853
|
|
|
|
1,037
|
|
|
|
510
|
|
|
|
|
|
Pennsylvania Premium Income 2
|
|
|
151
|
|
|
|
243
|
|
|
|
740
|
|
|
|
787
|
|
|
|
957
|
|
|
|
471
|
|
|
|
|
|
31
Nuveen maintains a charitable matching contributions program to
encourage the active support and involvement of individuals in
the civic activities of their community. The Independent Board
Members of the funds managed by the Adviser were eligible to
participate in the charitable contributions program of Nuveen
until December 31, 2006. Under the matching contributions
program, Nuveen would match the personal contributions of a
Board Member to Section 501(c)(3) organizations up to an
aggregate maximum amount of $10,000 during any calendar year.
Committees
The Board of each Fund has five standing committees: the
executive committee, the audit committee, the nominating and
governance committee, the dividend committee and the compliance,
risk management and regulatory oversight committee.
Robert P. Bremner, Judith M. Stockdale and Timothy R.
Schwertfeger, Chair, serve as members of the executive committee
of each Fund. The executive committee, which meets between
regular meetings of the Board, is authorized to exercise all of
the powers of the Board; provided that the scope of the powers
of the executive committee, unless otherwise specifically
authorized by the full Board, is limited to: (i) emergency
matters where assembly of the full Board is impracticable (in
which case management will take all reasonable steps to quickly
notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative
or ministerial nature. The number of executive committee
meetings of each Fund held during its last fiscal year is shown
in Appendix F.
Jack B. Evans, Judith M. Stockdale and Timothy R. Schwertfeger,
Chair, are current members of the dividend committee of each
Fund. The dividend committee is authorized to declare
distributions on the Funds shares including, but not
limited to, regular and special dividends, capital gains and
ordinary income distributions. The number of dividend committee
meetings of each Fund held during its last fiscal year is shown
in Appendix F.
William C. Hunter, William J. Schneider, Chair, Judith M.
Stockdale and Carole E. Stone are current members of the
compliance, risk management and regulatory oversight committee
of each Fund. The compliance, risk management and regulatory
oversight committee is responsible for the oversight of
compliance issues, risk management, and other regulatory matters
affecting the Funds which are not otherwise the jurisdiction of
the other Board committees. The number of compliance, risk
management and regulatory oversight committee meetings of each
Fund held during its last fiscal year is shown in
Appendix F.
Each Funds Board has an audit committee, in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the 1934 Act), that is
composed of Independent Board Members who are also
independent as that term is defined in the listing
standards pertaining to closed-end funds of the New York Stock
Exchange and American Stock Exchange, as applicable. Robert P.
Bremner, Jack B. Evans, David J. Kundert, Chair and William J.
Schneider are current members of the audit committee of each
Fund. The audit committee is responsible for the oversight and
monitoring of (1) the accounting and reporting policies,
procedures and practices and the audit of the financial
statements of the Funds, (2) the quality and integrity of
the financial statements of the Funds and (3) the
independent registered public accounting firms
qualifications, performance and independence. The audit
committee reviews the work and any recommendations of the
Funds independent registered public accounting firm. Based
on such review, it is authorized to make recommendations to the
Board.
32
The audit committee is also responsible for the oversight of
the Pricing Procedures of the Funds and the internal Valuation
Group. The Boards have adopted a written Audit Committee Charter
that conforms to the listing standards of the New York Stock
Exchange and American Stock Exchange. A copy of the Audit
Committee Charter is attached to the proxy statement as
Appendix G. The number of audit committee meetings of each
Fund held during its last fiscal year is shown in
Appendix F.
Each Fund has a nominating and governance committee that is
composed entirely of Independent Board Members who are also
independent as defined by New York Stock Exchange or
American Stock Exchange listing standards, as applicable. Robert
P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J.
Kundert, William J. Schneider, Judith M. Stockdale and Carole E.
Stone are current members of the nominating and governance
committee of each Fund. The purpose of the nominating and
governance committee is to seek, identify and recommend to the
Board qualified candidates for election or appointment to each
Funds Board. In addition, the committee oversees matters
of corporate governance, including the evaluation of Board
performance and processes, and assignment and rotation of
committee members, and the establishment of corporate governance
guidelines and procedures, to the extent necessary or desirable.
The committee operates under a written charter adopted and
approved by the Boards of each Fund, a copy of which is
available on the Funds website at
www.nuveen.com/etf/products/fundgovernance.aspx. The number of
nominating and governance committee meetings of each Fund held
during its last fiscal year is shown in Appendix F.
The nominating and governance committee looks to many sources
for recommendations of qualified candidates, including current
Board Members, employees of the Adviser, current shareholders of
the Funds, third party sources and any other persons or entities
that may be deemed necessary or desirable by the committee.
Shareholders of the Funds who wish to nominate a candidate to
their Funds Board should mail information to the attention
of Lorna Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606. This information must include evidence of Fund ownership
of the person or entity recommending the candidate, a full
listing of the proposed candidates education, experience,
current employment, date of birth, names and addresses of at
least three professional references, information as to whether
the candidate is an interested person (as such term
is defined in the 1940 Act) in relation to the Fund and such
other information that would be helpful to the nominating and
governance committee in evaluating the candidate. All
satisfactorily completed information regarding candidates will
be forwarded to the chairman of the nominating and governance
committee and the outside counsel to the Independent Board
Members. Recommendations for candidates to the Board will be
evaluated in light of whether the number of Board members is
expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged,
although there may be times when the committee is not actively
recruiting new Board members. In those circumstances nominations
will be kept on file until active recruitment is under way.
The nominating and governance committee sets appropriate
standards and requirements for nominations to the Board. In
considering a candidates qualifications, each candidate
must meet certain basic requirements, including relevant skills
and experience, time availability and, if qualifying as an
Independent Board Member candidate, independence from the
Adviser or other service providers. These experience
requirements may vary depending on the current composition of
the Board, since the goal is to ensure an appropriate range of
skills and
33
experience, in the aggregate. All candidates must meet high
expectations of personal integrity, governance experience and
professional competence that are assessed on the basis of
personal interviews, recommendations, or direct knowledge by
committee members. The committee may use any process it deems
appropriate for the purpose of evaluating candidates, which
process may include, without limitation, personal interviews,
background checks, written submissions by the candidates and
third party references. There is no difference in the manner in
which the nominating and governance committee evaluates
candidates when the candidate is submitted by a shareholder. The
nominating and governance committee reserves the right to make
the final selection regarding the nomination of any prospective
Board member.
The Independent Board Members of each Fund have appointed Robert
P. Bremner as their Lead Independent Director. The role of the
Lead Independent Director is one of coordination and assuring
the appropriate, effective and efficient functioning of the
Board and the Board processes. Specific responsibilities may
include organizing and leading Independent Board Member
sessions, facilitating and ensuring an appropriate level of
communication among the Independent Board Members, leading the
assessment of the Boards effectiveness, and working with
the Advisers staff and outside counsel on board meeting
agendas, board material and workshops for Independent Board
Members to ensure that the priorities of the Independent Board
Members are addressed.
The number of regular quarterly meetings and special meetings
held by the Board of each Fund during the Funds last
fiscal year is shown in Appendix F. During the last fiscal
year, each Board Member attended 75% or more of each Funds
Board meetings and the committee meetings (if a member thereof)
held during the period for which such Board Member was a Board
Member. The policy of the Board relating to attendance by Board
Members at annual meetings of the Funds and the number of Board
Members who attended the last annual meeting of shareholders of
each Fund is posted on the Funds website at
www.nuveen.com/etf/products/fundgovernance.aspx.
34
The
Officers
The following table sets forth information as of July 31,
2007 with respect to each officer of the Funds other than
Mr. Schwertfeger (who is a Board Member and is included in
the table relating to nominees for the Board). Officers receive
no compensation from the Funds. The officers are elected by the
Board on an annual basis to serve until successors are elected
and qualified.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Gifford R. Zimmerman
333 West Wacker Drive
Chicago, IL 60606
(9/9/56)
|
|
Chief Administrative Officer
|
|
Term: Annual Length of Service:
Since 1988
|
|
Managing Director (since 2002),
Assistant Secretary and Associate General Counsel, formerly,
Vice President of Nuveen Investments, LLC; Managing Director
(since 2002), Assistant Secretary and Associate General Counsel,
formerly, Vice President of Nuveen Asset Management; Managing
Director (since 2004) and Assistant Secretary (since
1994) of Nuveen Investments, Inc.; Assistant Secretary of
NWQ Investment Management Company, LLC (since 2002); Vice
President and Assistant Secretary of Nuveen Investments Advisers
Inc. (since 2002); Managing Director, Associate General Counsel
and Assistant Secretary of Rittenhouse Asset Management, Inc.
and Symphony Asset Management LLC (since 2003); Assistant
Secretary, Santa Barbara Asset Management LLC and
Tradewinds Global Investors, LLC (since 2006); previously,
Managing Director (from
2002-2004),
General Counsel and Assistant Secretary of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.(2);
Chartered Financial Analyst.
|
|
|
176
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Williams Adams IV
333 West Wacker Drive
Chicago, IL 60606
(6/9/55)
|
|
Vice President
(since 2007)
|
|
Term: Annual Length of
Service: Since 2007
|
|
Executive Vice President, U.S.
Structured Products of Nuveen Investments, LLC, (since 1999),
prior thereto, Managing Director of Structured Investments.
|
|
|
119
|
|
Julia L. Antonatos
333 West Wacker Drive
Chicago, IL 60606
(9/22/63)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2004
|
|
Managing Director (since 2005),
formerly, Vice President, formerly, Assistant Vice President of
Nuveen Investments, LLC; Chartered Financial Analyst.
|
|
|
176
|
|
Cedric H. Antosiewicz
333 West Wacker Drive
Chicago, IL 60606
(1/11/62)
|
|
Vice President
(since 2007)
|
|
Term: Annual Length of
Service: Since 2007
|
|
Managing Director, (since 2004),
previously, Vice President (1993-2004) of Nuveen Investments LLC.
|
|
|
119
|
|
|
Michael T. Atkinson 333 West
Wacker Drive Chicago, IL 60606 (2/3/66)
|
|
Vice President and Assistant
Secretary
|
|
Term: Annual Length of Service:
Since 2002
|
|
Vice President (since 2002),
formerly Assistant Vice President, formerly, Associate of Nuveen
Investments, LLC.
|
|
|
176
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Peter H. DArrigo
333 West Wacker Drive Chicago, IL 60606 (11/28/67)
|
|
Vice President and Treasurer
|
|
Term: Annual Length of Service:
Since 1999
|
|
Vice President and Treasurer (since
1999) of Nuveen Investments, LLC and of Nuveen Investments,
Inc.; Vice President and Treasurer of Nuveen Asset Management
(since 2002) and of Nuveen Investments Advisers Inc. (since
2002); Assistant Treasurer of NWQ Investments Management
Company, LLC. (since 2002); Vice President and Treasurer (since
2003) of Nuveen Rittenhouse Asset Management, Inc.; and
Symphony Asset Management LLC; Treasurer (since 2006),
Santa Barbara Asset Management LLC and Tradewinds Global
Investors, LLC; formerly, Vice President and Treasurer (from
1999 to 2004) of Nuveen Advisory Corp. and Nuveen
Institutional Advisory
Corp.(2);
Chartered Financial Analyst.
|
|
|
176
|
|
Lorna C. Ferguson 333 West
Wacker Drive Chicago, IL 60606 (10/24/45)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 1998
|
|
Managing Director (since 2004),
formerly, Vice President of Nuveen Investments, LLC; Managing
Director of Nuveen Asset Management; formerly, Managing Director
(2004), formerly, Vice President of Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.(2)
|
|
|
176
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
William M. Fitzgerald 333 West
Wacker Drive Chicago, IL 60606 (3/2/64)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 1995
|
|
Managing Director of Nuveen Asset
Management (since 2001); Vice President of Nuveen Investments
Advisers Inc. (since 2002); formerly, Managing Director (from
2001 to 2004), formerly, Vice President of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.(2);
Chartered Financial Analyst.
|
|
|
176
|
|
Stephen D. Foy 333 West Wacker
Drive Chicago, IL 60606 (5/31/54)
|
|
Vice President and Controller
|
|
Term: Annual Length of Service:
Since 1993
|
|
Vice President (since
1993) and Funds Controller (since 1998) of Nuveen
Investments, LLC; Vice President (since 1998), formerly, Funds
Controller of Nuveen Investments, Inc.; Certified Public
Accountant.
|
|
|
176
|
|
Walter M. Kelly 333 West
Wacker Drive Chicago, IL 60606 (2/24/70)
|
|
Chief Compliance Officer and Vice
President
|
|
Term: Annual Length of Service:
Since 2003
|
|
Assistant Vice President and
Assistant General Counsel (since 2003) of Nuveen
Investments, LLC; formerly, Assistant Vice President and
Assistant Secretary of the Nuveen funds
(2003-2006);
previously, Associate
(2001-2003)
at the law firm of Vedder, Price, Kaufman &
Kammholz, P.C.
|
|
|
176
|
|
David J. Lamb 333 West Wacker
Drive Chicago, IL 60606 (3/22/63)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2000
|
|
Vice President of Nuveen
Investments, LLC (since 2000); Certified Public Accountant.
|
|
|
176
|
|
Tina M. Lazar
333 West Wacker Drive Chicago, IL 60606 (8/27/61)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2002
|
|
Vice President of Nuveen
Investments, LLC (since 1999).
|
|
|
176
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Larry W. Martin 333 West
Wacker Drive Chicago, IL 60606 (7/27/51)
|
|
Vice President and Assistant
Secretary
|
|
Term: Annual Length of Service:
Since 1988
|
|
Vice President, Assistant Secretary
and Assistant General Counsel of Nuveen Investments, LLC; Vice
President, Assistant General Counsel and Assistant Secretary of
Nuveen Investments, Inc.; Vice President (since 2005) and
Assistant Secretary (since 1997) of Nuveen Asset
Management; Vice President (since 2000), Assistant Secretary and
Assistant General Counsel (since 1998) of Rittenhouse Asset
Management, Inc.; Vice President and Assistant Secretary of
Nuveen Investments Advisers Inc. (since 2002); Assistant
Secretary of NWQ Investment Management Company, LLC (since
2002), Symphony Asset Management LLC (since 2003),
Santa Barbara Asset Management, LLC and Tradewinds Global
Investors, LLC (since 2006); formerly, Vice President and
Assistant Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory
Corp.(2)
|
|
|
176
|
|
Kevin J. McCarthy 333 West
Wacker Drive Chicago, IL 60606 (3/26/66)
|
|
Vice President and Secretary
|
|
Term: Annual Length of Service:
Since 2007
|
|
Vice President, Nuveen Investments,
LLC (since 2007); Vice President and Assistant Secretary, Nuveen
Asset Management (since 2007); Vice President and Assistant
General Counsel, Nuveen Investments, Inc. (since 2007); prior
thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).
|
|
|
176
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
John V. Miller
333 West Wacker Drive Chicago, IL 60606 (4/10/67)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2007
|
|
Managing Director (since 2007),
formerly, Vice President
(2002-2007),
prior thereto, Credit Analyst of Nuveen Asset Management and
Nuveen Investments, LLC; Chartered Financial Analyst
|
|
|
176
|
|
|
|
|
|
|
(1)
|
|
Length of Service indicates the
year the individual became an officer of a fund in the Nuveen
fund complex.
|
|
(2)
|
|
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. were reorganized into Nuveen Asset
Management, effective January 1, 2005.
|
The Board of each Fund unanimously recommends that
shareholders of the Fund vote FOR the election of each
nominee.
|
|
3.
|
Ratification
of Independent Registered Public Accounting Firm
|
The Independent Board Members of each Funds Board have
unanimously selected Ernst & Young LLP
(E&Y) as the Funds independent registered
public accounting firm to audit the books and records of each
Fund for each Funds current fiscal year. The selection of
E&Y as the independent registered public accounting firm of
each Fund is being submitted to the shareholders for
ratification, which requires the affirmative vote of a majority
of the shares of the Fund present and entitled to vote on the
matter. A representative of E&Y is expected to be present
at the Meeting and will be available to respond to any
appropriate questions and to make a statement if he or she
wishes. E&Y has informed each Fund that it has no direct or
indirect material financial interest in the Funds, Nuveen, the
Adviser or any other investment company sponsored by Nuveen.
40
Audit
Committee Report
The audit committee of each Board is responsible for the
oversight and monitoring of (1) the accounting and
reporting policies, processes and practices, and the audit of
the financial statements, of each Fund, (2) the quality and
integrity of the Funds financial statements, and
(3) the independent registered public accounting
firms qualifications, performance and independence. In its
oversight capacity, the committee reviews each Funds
annual financial statements with both management and the
independent registered public accounting firm and the committee
meets periodically with the independent registered public
accounting firm and internal auditors to consider their
evaluation of each Funds financial and internal controls.
The committee also selects, retains, evaluates and may replace
each Funds independent registered public accounting firm.
The committee is currently composed of four Board Members and
operates under a written charter adopted and approved by each
Board, a copy of which is attached as Appendix G. Each
committee member meets the independence and experience
requirements, as applicable, of the New York Stock Exchange,
American Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 and the rules and regulations of the
Securities and Exchange Commission.
The committee, in discharging its duties, has met with and held
discussions with management and each Funds independent
registered public accounting firm. The committee has also
reviewed and discussed the audited financial statements with
management. Management has represented to the independent
registered public accounting firm that each Funds
financial statements were prepared in accordance with generally
accepted accounting principles. The committee has also discussed
with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing
Standards (SAS) No. 61 (Communication with
Audit Committees), as amended by SAS No. 90 (Audit
Committee Communications). Each Funds independent
registered public accounting firm provided to the committee the
written disclosure and letter required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees), and the committee discussed with representatives of
the independent registered public accounting firm their
firms independence. As provided in the Audit Committee
Charter, it is not the committees responsibility to
determine, and the considerations and discussions referenced
above do not ensure, that each Funds financial statements
are complete and accurate and presented in accordance with
generally accepted accounting principles.
Based on the committees review and discussions with
management and the independent registered public accounting
firm, the representations of management and the report of the
independent registered public accounting firm to the committee,
the committee has recommended that the Boards include the
audited financial statements in each Funds Annual Report.
The members of the committee are:
Robert P. Bremner
Jack B. Evans (financial expert)
David J. Kundert
William J. Schneider
41
Audit and Related Fees. The following tables provide
the aggregate fees billed during each Funds last two
fiscal years by each Funds independent registered public
accounting firm for engagements directly related to the
operations and financial reporting of each Fund, including those
relating (i) to each Fund for services provided to the Fund
and (ii) to the Adviser and certain entities controlling,
controlled by, or under common control with the Adviser that
provide ongoing services to each Fund (Adviser
Entities).
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|
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Audit
Fees(1)
|
|
Audit Related
Fees
|
|
Tax
Fees(2)
|
|
All Other
Fees(3)
|
|
|
|
|
|
|
Adviser and
|
|
|
|
Adviser and
|
|
|
|
Adviser and
|
|
|
Fund
|
|
Fund
|
|
Adviser
Entities
|
|
Fund
|
|
Adviser
Entities
|
|
Fund
|
|
Adviser
Entities
|
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
|
Arizona Dividend Advantage
|
|
$
|
6,919
|
|
|
$
|
7,283
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
428
|
|
|
$
|
43
|
|
|
$
|
2,400
|
|
|
$
|
0
|
|
|
$
|
2,900
|
|
|
$
|
1,500
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Arizona Dividend Advantage 2
|
|
|
7,422
|
|
|
|
7,817
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
444
|
|
|
|
69
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Arizona Dividend Advantage 3
|
|
|
7,696
|
|
|
|
8,113
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
452
|
|
|
|
83
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Connecticut Dividend Advantage
|
|
|
7,485
|
|
|
|
7,881
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
461
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Connecticut Dividend Advantage 2
|
|
|
7,348
|
|
|
|
7,733
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
456
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Connecticut Dividend Advantage 3
|
|
|
8,406
|
|
|
|
8,856
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
501
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Connecticut Premium Income
|
|
|
8,948
|
|
|
|
9,415
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
405
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Florida Investment Quality
|
|
|
15,581
|
|
|
|
16,422
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Florida Quality Income
|
|
|
14,398
|
|
|
|
15,188
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Insured Florida Premium Income
|
|
|
14,396
|
|
|
|
15,099
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Insured Florida Tax-Free Advantage
|
|
|
8,162
|
|
|
|
8,605
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
467
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Georgia Dividend Advantage
|
|
|
7,143
|
|
|
|
7,521
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
447
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Georgia Dividend Advantage 2
|
|
|
8,495
|
|
|
|
8,973
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
504
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Georgia Premium Income
|
|
|
8,130
|
|
|
|
8,561
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
403
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Maryland Dividend Advantage
|
|
|
8,374
|
|
|
|
8,827
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
499
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Maryland Dividend Advantage 2
|
|
|
8,401
|
|
|
|
8,849
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
501
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Maryland Dividend Advantage 3
|
|
|
8,955
|
|
|
|
9,445
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
524
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Maryland Premium Income
|
|
|
11,902
|
|
|
|
12,558
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
410
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Massachusetts Dividend Advantage
|
|
|
7,147
|
|
|
|
7,527
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
448
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees(1)
|
|
Audit Related
Fees
|
|
Tax
Fees(2)
|
|
All Other
Fees(3)
|
|
|
|
|
|
|
Adviser and
|
|
|
|
Adviser and
|
|
|
|
Adviser and
|
|
|
Fund
|
|
Fund
|
|
Adviser
Entities
|
|
Fund
|
|
Adviser
Entities
|
|
Fund
|
|
Adviser
Entities
|
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
|
Massachusetts Premium Income
|
|
|
8,626
|
|
|
|
9,097
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
404
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Insured Massachusetts Tax-Free
Advantage
|
|
|
7,543
|
|
|
|
7,949
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
450
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Michigan Dividend Advantage
|
|
|
7,220
|
|
|
|
7,599
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
437
|
|
|
|
58
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Missouri Premium Income
|
|
|
7,269
|
|
|
|
7,655
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
402
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
New Jersey Dividend Advantage
|
|
|
9,707
|
|
|
|
10,223
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
516
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
New Jersey Dividend Advantage 2
|
|
|
8,617
|
|
|
|
9,081
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
481
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
North Carolina Dividend Advantage
|
|
|
7,311
|
|
|
|
7,694
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
454
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
North Carolina Dividend Advantage 2
|
|
|
8,136
|
|
|
|
8,567
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
490
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
North Carolina Dividend Advantage 3
|
|
|
8,156
|
|
|
|
8,599
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
490
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
North Carolina Premium Income
|
|
|
9,510
|
|
|
|
10,015
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
406
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Ohio Dividend Advantage
|
|
|
8,425
|
|
|
|
8,867
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
476
|
|
|
|
118
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Ohio Dividend Advantage 2
|
|
|
7,810
|
|
|
|
8,219
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
456
|
|
|
|
87
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Ohio Dividend Advantage 3
|
|
|
7,275
|
|
|
|
7,658
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
439
|
|
|
|
61
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Pennsylvania Dividend Advantage
|
|
|
7,931
|
|
|
|
8,358
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
460
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Pennsylvania Dividend Advantage 2
|
|
|
8,172
|
|
|
|
8,608
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
468
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Pennsylvania Investment Quality
|
|
|
15,474
|
|
|
|
16,322
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Pennsylvania Premium Income 2
|
|
|
14,750
|
|
|
|
15,560
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Texas Quality Income
|
|
|
11,377
|
|
|
|
11,964
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
264
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Virginia Dividend Advantage
|
|
|
7,821
|
|
|
|
8,237
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
475
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Virginia Dividend Advantage 2
|
|
|
9,260
|
|
|
|
9,757
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
537
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
Virginia Premium Income
|
|
|
10,988
|
|
|
|
11,566
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
408
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,850
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
Audit Fees are the aggregate fees billed for
professional services for the audit of the Funds annual
financial statements and services provided in connection with
statutory and regulatory filings or engagements.
|
|
|
(2)
|
Tax Fees are the
aggregate fees billed for professional services for tax advice,
tax compliance and tax planning. Amounts reported for each
respective Fund under the column heading Adviser and
Adviser Entities represents amounts billed to the Adviser,
by each Funds independent registered public accounting
firm, exclusively for the preparation of the Funds tax
return, the cost of which is borne by the Adviser. In the
aggregate, for all Nuveen funds, these fees amounted to $161,400
in 2006. Beginning with fund fiscal years ended August 31,
2006, Ernst & Young LLP no longer prepares the fund
tax returns.
|
|
|
(3)
|
All Other Fees are the
aggregate fees billed for products and services for
agreed-upon
procedures engagements for leveraged funds.
|
43
Non-Audit Fees. The following tables provide the
aggregate non-audit fees billed by each Funds independent
registered public accounting firm for services rendered to each
Fund, the Adviser and the Adviser Entities during each
Funds last two fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
|
|
|
|
Adviser and
Adviser Entities
|
|
|
|
|
|
|
|
|
(Engagements
Related Directly
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
Total
Non-Audit
|
|
to the Operations
and
|
|
Adviser and
Adviser Entities
|
|
|
|
|
Fees Billed to
Fund
|
|
Financial
Reporting of Fund)
|
|
(All Other
Engagements)
|
|
Total
|
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
Fund
|
|
Ended
2006
|
|
Ended
2007
|
|
Ended
2006
|
|
Ended
2007
|
|
Ended
2006
|
|
Ended
2007
|
|
Ended
2006
|
|
Ended
2007
|
|
|
Arizona Dividend Advantage
|
|
$
|
3,328
|
|
|
$
|
1,543
|
|
|
$
|
2,400
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,728
|
|
|
$
|
1,543
|
|
Arizona Dividend Advantage 2
|
|
|
3,344
|
|
|
|
1,569
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,744
|
|
|
|
1,569
|
|
Arizona Dividend Advantage 3
|
|
|
3,352
|
|
|
|
1,583
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,752
|
|
|
|
1,583
|
|
Connecticut Dividend Advantage
|
|
|
3,311
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,711
|
|
|
|
2,250
|
|
Connecticut Dividend Advantage 2
|
|
|
3,306
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,706
|
|
|
|
2,250
|
|
Connecticut Dividend Advantage 3
|
|
|
3,351
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,751
|
|
|
|
2,250
|
|
Connecticut Premium Income
|
|
|
3,255
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,655
|
|
|
|
2,250
|
|
Florida Investment Quality
|
|
|
3,300
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
1,500
|
|
Florida Quality Income
|
|
|
3,300
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
1,500
|
|
Insured Florida Premium Income
|
|
|
3,300
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
1,500
|
|
Insured Florida Tax-Free Advantage
|
|
|
3,367
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,767
|
|
|
|
1,500
|
|
Georgia Dividend Advantage
|
|
|
3,297
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,697
|
|
|
|
2,250
|
|
Georgia Dividend Advantage 2
|
|
|
3,354
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,754
|
|
|
|
2,250
|
|
Georgia Premium Income
|
|
|
3,253
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,653
|
|
|
|
2,250
|
|
Maryland Dividend Advantage
|
|
|
3,349
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,749
|
|
|
|
2,250
|
|
Maryland Dividend Advantage 2
|
|
|
3,351
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,751
|
|
|
|
2,250
|
|
Maryland Dividend Advantage 3
|
|
|
3,374
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,774
|
|
|
|
2,250
|
|
Maryland Premium Income
|
|
|
3,260
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,660
|
|
|
|
2,250
|
|
Massachusetts Dividend Advantage
|
|
|
3,298
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,698
|
|
|
|
2,250
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
|
|
|
|
Adviser and
Adviser Entities
|
|
|
|
|
|
|
|
|
(Engagements
Related Directly
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
Total
Non-Audit
|
|
to the Operations
and
|
|
Adviser and
Adviser Entities
|
|
|
|
|
Fees Billed to
Fund
|
|
Financial
Reporting of Fund)
|
|
(All Other
Engagements)
|
|
Total
|
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
Fund
|
|
Ended
2006
|
|
Ended
2007
|
|
Ended
2006
|
|
Ended
2007
|
|
Ended
2006
|
|
Ended
2007
|
|
Ended
2006
|
|
Ended 2007
|
|
|
Massachusetts Premium Income
|
|
|
3,254
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,654
|
|
|
|
2,250
|
|
Insured Massachusetts Tax-Free
Advantage
|
|
|
3,300
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
2,250
|
|
Michigan Dividend Advantage
|
|
|
3,337
|
|
|
|
1,558
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,737
|
|
|
|
1,558
|
|
Missouri Premium Income
|
|
|
3,252
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,652
|
|
|
|
2,250
|
|
New Jersey Dividend Advantage
|
|
|
3,416
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,816
|
|
|
|
1,500
|
|
New Jersey Dividend Advantage 2
|
|
|
3,381
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,781
|
|
|
|
1,500
|
|
North Carolina Dividend Advantage
|
|
|
3,304
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,704
|
|
|
|
2,250
|
|
North Carolina Dividend Advantage 2
|
|
|
3,340
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,740
|
|
|
|
2,250
|
|
North Carolina Dividend Advantage 3
|
|
|
3,340
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,740
|
|
|
|
2,250
|
|
North Carolina Premium Income
|
|
|
3,256
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,656
|
|
|
|
2,250
|
|
Ohio Dividend Advantage
|
|
|
3,376
|
|
|
|
1,618
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,776
|
|
|
|
1,618
|
|
Ohio Dividend Advantage 2
|
|
|
3,356
|
|
|
|
1,587
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,756
|
|
|
|
1,587
|
|
Ohio Dividend Advantage 3
|
|
|
3,339
|
|
|
|
1,561
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,739
|
|
|
|
1,561
|
|
Pennsylvania Dividend Advantage
|
|
|
3,360
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,760
|
|
|
|
1,500
|
|
Pennsylvania Dividend Advantage 2
|
|
|
3,368
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,768
|
|
|
|
1,500
|
|
Pennsylvania Investment Quality
|
|
|
3,300
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
1,500
|
|
Pennsylvania Premium Income 2
|
|
|
3,300
|
|
|
|
1,500
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
1,500
|
|
Texas Quality Income
|
|
|
3,300
|
|
|
|
1,764
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
1,764
|
|
Virginia Dividend Advantage
|
|
|
3,325
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,725
|
|
|
|
2,250
|
|
Virginia Dividend Advantage 2
|
|
|
3,387
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,787
|
|
|
|
2,250
|
|
Virginia Premium Income
|
|
|
3,258
|
|
|
|
2,250
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,658
|
|
|
|
2,250
|
|
|
|
45
Audit Committee Pre-Approval Policies and
Procedures. Generally, the audit committee must approve
each Funds independent registered public accounting
firms engagements (i) with the Fund for audit or
non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates
directly to the operations and financial reporting of the Fund.
Regarding tax and research projects conducted by the independent
registered public accounting firm for each Fund and the Adviser
and Adviser Entities (with respect to the operations and
financial reporting of each Fund), such engagements will be
(i) pre-approved by the audit committee if they are
expected to be for amounts greater than $10,000;
(ii) reported to the audit committee chairman for his
verbal approval prior to engagement if they are expected to be
for amounts under $10,000 but greater than $5,000; and
(iii) reported to the audit committee at the next audit
committee meeting if they are expected to be for an amount under
$5,000.
For engagements with each Funds independent registered
public accounting firm entered into on or after May 6,
2003, the audit committee approved in advance all audit services
and non-audit services that the independent registered public
accounting firm provided to each Fund and to the Adviser and
Adviser Entities (with respect to the operations and financial
reporting of each Fund). None of the services rendered by the
independent registered accounting firm to each Fund or the
Adviser or Adviser Entities were pre-approved by the audit
committee pursuant to the pre-approval exception under
Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X.
The Board of each Fund unanimously recommends that
shareholders of the Fund vote FOR ratification of the selection
of the independent auditors.
Additional
Information
Section 16(a)
Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the
1934 Act require Board Members and officers, the Adviser,
affiliated persons of the Adviser and persons who own more than
10% of a registered class of a Funds equity securities to
file forms reporting their affiliation with that Fund and
reports of ownership and changes in ownership of that
Funds shares with the SEC and the New York Stock Exchange
or American Stock Exchange, as applicable. These persons and
entities are required by SEC regulation to furnish the Funds
with copies of all Section 16(a) forms they file. Based on
a review of these forms furnished to each Fund, each Fund
believes that its Board Members and officers, investment adviser
and affiliated persons of the investment adviser have complied
with all applicable Section 16(a) filing requirements
during its last fiscal year. To the knowledge of management of
the Funds, no shareholder of a Fund owns more than 10% of a
registered class of a Funds equity securities.
Shareholder
Proposals
To be considered for presentation at the annual meeting of
shareholders for the Funds to be held in 2008, shareholder
proposals submitted pursuant to
Rule 14a-8
of the Securities and Exchange Act of 1934 must be received at
the offices of that Fund, 333 West Wacker Drive, Chicago,
Illinois 60606, by April 24, 2008. A shareholder wishing to
provide notice in the manner prescribed by
Rule 14a-4(c)(1)
of a proposal submitted outside of the process of
Rule 14a-8
for the 2008 annual meeting must, pursuant to each Funds
By-Laws, submit such written notice to the Fund not later than
July 8, 2008 nor prior to June 23, 2008.
46
Timely submission of a proposal does not mean that such proposal
will be included in a proxy statement.
Shareholder
Communications
Shareholders who want to communicate with the Board or any
individual Board Member should write their Fund to the attention
of Lorna Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606. The letter should indicate that you are a Fund
shareholder, and identify the Fund (or Funds). If the
communication is intended for a specific Board Member and so
indicates it will be sent only to that Board Member. If a
communication does not indicate a specific Board Member it will
be sent to the chair of the nominating and governance committee
and the outside counsel to the Independent Board Members for
further distribution as deemed appropriate by such persons.
Expenses of Proxy
Solicitation
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in
connection with the solicitation of proxies will be paid 50% by
Nuveen and 50% by the Funds (allocated among the Funds based on
relative net assets), except that the costs borne by any Fund
will not exceed the amount it would have borne if it were
holding an annual meeting and the only item on the agenda was
the election of Board members. Solicitation may be made by
letter or telephone by officers or employees of Nuveen or the
Adviser, or by dealers and their representatives. The Funds have
engaged Computershare Fund Services to assist in the
solicitation of proxies at an estimated cost of $14,000 per Fund
plus reasonable expenses, which costs will be borne by Nuveen.
Fiscal
Year
The last fiscal year end for each of the Funds is as follows:
April 30, 2007 for Florida Investment Quality, Florida
Quality Income, Insured Florida Premium Income, Insured Florida
Tax-Free Advantage, New Jersey Dividend Advantage, New Jersey
Dividend Advantage 2, Pennsylvania Dividend Advantage,
Pennsylvania Dividend Advantage 2, Pennsylvania Investment
Quality and Pennsylvania Premium Income 2; May 31, 2007 for
Connecticut Dividend Advantage, Connecticut Dividend Advantage
2, Connecticut Dividend Advantage 3, Connecticut Premium Income,
Georgia Dividend Advantage, Georgia Dividend Advantage 2,
Georgia Premium Income, Massachusetts Dividend Advantage,
Massachusetts Premium Income, Insured Massachusetts Tax-Free
Advantage, Maryland Dividend Advantage, Maryland Dividend
Advantage 2, Maryland Dividend Advantage 3, Maryland Premium
Income, Missouri Premium Income, North Carolina Dividend
Advantage, North Carolina Dividend Advantage 2, North Carolina
Dividend Advantage 3, North Carolina Premium Income, Virginia
Premium Income, Virginia Dividend Advantage and Virginia
Dividend Advantage 2; and July 31, 2007 for Arizona
Dividend Advantage, Arizona Dividend Advantage 2, Arizona
Dividend Advantage 3, Michigan Dividend Advantage, Ohio Dividend
Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3
and Texas Quality Income.
Annual Report
Delivery
Annual reports will be sent to shareholders of record of each
Fund following each Funds 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
47
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
the Meetings. However, if other matters are properly presented
to the Meetings for a vote, the proxies will be voted by the
persons acting under the proxies upon such matters in accordance
with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at
each Meeting will be available at the offices of the Funds,
333 West Wacker Drive, Chicago, Illinois, for inspection by
any shareholder during regular business hours beginning ten days
prior to the date of the Meetings.
Failure of a quorum to be present at any Meeting will
necessitate adjournment and will subject that Fund to additional
expense. The persons named in the enclosed proxy may also move
for an adjournment of any Meeting to permit further solicitation
of proxies with respect to a proposal if they determine that
adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Funds
By-Laws, an adjournment of a meeting with respect to a matter
requires the affirmative vote of a majority of the shares
entitled to vote on the matter 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 CARD PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Kevin J. McCarthy
Vice President and Secretary
August 22, 2007
48
Appendix A
Beneficial
Ownership
The following table lists the dollar range of equity securities
beneficially owned by each Board Member in each Fund and in all
Nuveen funds overseen by the Board Member as of
December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of
Equity
Securities(1)
|
|
|
|
|
|
Arizona
Dividend
|
|
|
Arizona
Dividend
|
|
|
Arizona
Dividend
|
|
|
Connecticut
Dividend
|
|
|
Connecticut
Dividend
|
|
|
Connecticut
Dividend
|
|
Board Member
Nominees/Board Members
|
|
Advantage
|
|
|
Advantage
2
|
|
|
Advantage
3
|
|
|
Advantage
|
|
|
Advantage
2
|
|
|
Advantage
3
|
|
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Jack B. Evans
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
William C. Hunter
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
David J. Kundert
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
William J. Schneider
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Judith M. Stockdale
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Carole E.
Stone(2)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
(1) |
The amounts reflect the aggregate dollar range of equity
securities and the number of shares beneficially owned by the
Board Member in the Funds and in all Nuveen funds overseen by
each Board Member.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own any shares of Nuveen funds prior to her being
appointed as a Board Member.
|
A-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of
Equity
Securities(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Connecticut
|
|
|
Florida
|
|
|
Florida
|
|
|
Insured
|
|
|
Florida
|
|
|
Georgia
|
|
|
Georgia
|
|
|
Georgia
|
|
|
Maryland
|
|
|
Maryland
|
|
|
Maryland
|
|
Board Member
|
|
Premium
|
|
|
Investment
|
|
|
Quality
|
|
|
Florida
|
|
|
Tax-Free
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Premium
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Dividend
|
|
Nominees/Board
Members
|
|
Income
|
|
|
Quality
|
|
|
Income
|
|
|
Premium
Income
|
|
|
Advantage
|
|
|
Advantage
|
|
|
Advantage
2
|
|
|
Income
|
|
|
Advantage
|
|
|
Advantage
2
|
|
|
Advantage
3
|
|
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Jack B. Evans
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
William C. Hunter
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
David J. Kundert
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
William J. Schneider
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Judith M. Stockdale
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Carole E.
Stone(2)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
(1) |
The amounts reflect the aggregate dollar range of equity
securities and the number of shares beneficially owned by the
Board Member in the Funds and in all Nuveen funds overseen by
each Board Member.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own any shares of Nuveen funds prior to her being
appointed as a Board Member.
|
A-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of
Equity
Securities(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Member
|
|
Maryland
|
|
|
Massachusetts
|
|
|
Massachusetts
|
|
|
Massachusetts
|
|
|
Michigan
|
|
|
Missouri
|
|
|
New Jersey
|
|
|
New Jersey
|
|
|
|
|
Nominees/Board
|
|
Premium
|
|
|
Dividend
|
|
|
Premium
|
|
|
Tax-Free
|
|
|
Dividend
|
|
|
Premium
|
|
|
Dividend
|
|
|
Dividend
|
|
|
|
|
Members
|
|
Income
|
|
|
Advantage
|
|
|
Income
|
|
|
Advantage
|
|
|
Advantage
|
|
|
Income
|
|
|
Advantage
|
|
|
Advantage
2
|
|
|
|
|
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
Jack B. Evans
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
William C. Hunter
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
David J. Kundert
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
William J. Schneider
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
Judith M. Stockdale
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
Carole E.
Stone(2)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
(1) |
The amounts reflect the aggregate dollar range of equity
securities and the number of shares beneficially owned by the
Board Member in the Funds and in all Nuveen funds overseen by
each Board Member.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own any shares of Nuveen funds prior to her being
appointed as a Board Member.
|
A-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of
Equity
Securities(1)
|
|
|
|
North
|
|
North
|
|
North
|
|
North
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Member
|
|
Carolina
|
|
Carolina
|
|
Carolina
|
|
Carolina
|
|
|
|
|
|
|
|
Pennsylvania
|
|
Pennsylvania
|
|
Pennsylvania
|
|
Pennsylvania
|
Nominees/Board
|
|
Dividend
|
|
Dividend
|
|
Dividend
|
|
Premium
|
|
Ohio Dividend
|
|
Ohio Dividend
|
|
Ohio Dividend
|
|
Dividend
|
|
Dividend
|
|
Investment
|
|
Premium
|
Members
|
|
Advantage
|
|
Advantage
2
|
|
Advantage
3
|
|
Income
|
|
Advantage
|
|
Advantage
2
|
|
Advantage
3
|
|
Advantage
|
|
Advantage
2
|
|
Quality
|
|
Income
2
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Jack B. Evans
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
William C. Hunter
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
David J. Kundert
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
William J. Schneider
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
50,001-$100,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Judith M. Stockdale
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Carole E.
Stone(2)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
(1) |
The amounts reflect the aggregate dollar range of equity
securities and the number of shares beneficially owned by the
Board Member in the Funds and in all Nuveen funds overseen by
each Board Member.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own any shares of Nuveen funds prior to her being
appointed as a Board Member.
|
A-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of
Equity
Securities(1)
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Dollar
|
|
|
|
|
|
|
|
|
|
|
Range of
Equity
|
|
|
|
|
|
|
|
|
|
|
Securities in
all
|
|
|
|
|
|
|
|
|
|
|
Registered
|
|
|
|
|
|
|
|
|
|
|
Investment
|
|
|
|
|
|
|
|
|
|
|
Companies
Overseen
|
|
|
|
|
|
|
|
|
|
|
by Board
Member
|
|
|
Texas
|
|
Virginia
|
|
Virginia
|
|
Virginia
|
|
Nominees in
Family
|
Board Member
|
|
Quality
|
|
Dividend
|
|
Dividend
|
|
Premium
|
|
of Investment
|
Nominees/Board
Members
|
|
Income
|
|
Advantage
|
|
Advantage 2
|
|
Income
|
|
Companies
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
Jack B. Evans
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
William C. Hunter
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
David J. Kundert
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
William J. Schneider
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
Judith M. Stockdale
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
Carole E.
Stone(2)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
|
|
|
(1) |
The amounts reflect the aggregate dollar range of equity
securities and the number of shares beneficially owned by the
Board Member in the Funds and in all Nuveen funds overseen by
each Board Member.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own any shares of Nuveen funds prior to her being
appointed as a Board Member.
|
A-5
The following table sets forth, for each Board Member and for
the Board Members and Officers as a group, the amount of shares
beneficially owned in each Fund as of December 31, 2006.
The information as to beneficial ownership is based on
statements furnished by each Board Member and Officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned
By Board Members and
Officers(1)
|
|
|
|
Arizona
Dividend
|
|
Arizona
Dividend
|
|
Arizona
Dividend
|
|
Connecticut
Dividend
|
|
Connecticut
Dividend
|
|
Connecticut
Dividend
|
Board Member
Nominees/Board Members
|
|
Advantage
|
|
Advantage 2
|
|
Advantage 3
|
|
Advantage
|
|
Advantage 2
|
|
Advantage 3
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and Officers
as a Group
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen funds prior to being appointed as a
Board Member.
|
A-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned
By Board Members and
Officers(1)
|
|
|
|
|
|
|
|
|
|
Insured
|
|
|
|
|
|
|
|
|
|
|
Connecticut
|
|
Florida
|
|
Florida
|
|
Florida
|
|
Insured
|
|
Georgia
|
|
Georgia
|
|
Georgia
|
Board Member
|
|
Premium
|
|
Investment
|
|
Quality
|
|
Premium
|
|
Florida
|
|
Dividend
|
|
Dividend
|
|
Premium
|
Nominees/Board
Members
|
|
Income
|
|
Quality
|
|
Income
|
|
Income
|
|
Tax-Free
Advantage
|
|
Advantage
|
|
Advantage 2
|
|
Income
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and
Officers as a Group
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen funds prior to being appointed as a
Board Member.
|
A-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned
By Board Members and
Officers(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured
|
|
|
|
|
|
New
|
|
New
|
|
|
Maryland
|
|
Maryland
|
|
Maryland
|
|
Maryland
|
|
Massachusetts
|
|
Massachusetts
|
|
Massachusetts
|
|
Michigan
|
|
Missouri
|
|
Jersey
|
|
Jersey
|
Board Member
|
|
Dividend
|
|
Dividend
|
|
Dividend
|
|
Premium
|
|
Dividend
|
|
Premium
|
|
Tax-Free
|
|
Dividend
|
|
Premium
|
|
Dividend
|
|
Dividend
|
Nominees/Board
Members
|
|
Advantage
|
|
Advantage 2
|
|
Advantage 3
|
|
Income
|
|
Advantage
|
|
Income
|
|
Advantage
|
|
Advantage
|
|
Income
|
|
Advantage
|
|
Advantage 2
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and Officers
as a Group
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen funds prior to being appointed as a
Board Member.
|
A-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned
By Board Members and
Officers(1)
|
|
|
|
North
|
|
North
|
|
North
|
|
North
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carolina
|
|
Carolina
|
|
Carolina
|
|
Carolina
|
|
Ohio
|
|
Ohio
|
|
Ohio
|
|
Pennsylvania
|
|
Pennsylvania
|
|
Pennsylvania
|
|
Pennsylvania
|
|
|
Dividend
|
|
Dividend
|
|
Dividend
|
|
Premium
|
|
Dividend
|
|
Dividend
|
|
Dividend
|
|
Dividend
|
|
Dividend
|
|
Investment
|
|
Premium
|
Board Member
Nominees/Board Members
|
|
Advantage
|
|
Advantage 2
|
|
Advantage 3
|
|
Income
|
|
Advantage
|
|
Advantage 2
|
|
Advantage 3
|
|
Advantage
|
|
Advantage 2
|
|
Quality
|
|
Income 2
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,560
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and
Officers as a Group
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,560
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen funds prior to being appointed as a
Board Member.
|
A-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned
By Board Members and
Officers(1)
|
|
|
|
|
|
Texas
|
|
|
Virginia
|
|
|
Virginia
|
|
|
Virginia
|
|
|
|
Quality
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Premium
|
|
Board Member
Nominees/Board Members
|
|
Income
|
|
|
Advantage
|
|
|
Advantage 2
|
|
|
Income
|
|
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and Officers
as a Group
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen funds prior to being appointed as a
Board Member.
|
A-10
Appendix B
Dates
Relating to Original Investment Management Agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Original
|
|
|
|
|
Date Original
|
|
Investment
|
|
|
|
|
Investment
|
|
Management
|
|
|
Date of
Original
|
|
Management
|
|
Agreement was
|
|
|
Investment
|
|
Agreement was
|
|
Last Approved
for
|
|
|
Management
|
|
Last Approved
by
|
|
Continuance by
|
Fund
|
|
Agreement
|
|
Shareholders(1)
|
|
Board
|
|
|
Arizona Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Arizona Dividend Advantage 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Arizona Dividend Advantage 3
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Connecticut Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Connecticut Dividend Advantage 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Connecticut Dividend Advantage 3
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Connecticut Premium Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Florida Investment Quality
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Florida Quality Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Insured Florida Premium Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Insured Florida Tax-Free Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Georgia Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Georgia Dividend Advantage 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Georgia Premium Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Maryland Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Maryland Dividend Advantage 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Maryland Dividend Advantage 3
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Maryland Premium Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Massachusetts Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Massachusetts Premium Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Insured Massachusetts Tax-Free
Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Michigan Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Missouri Premium Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
New Jersey Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
New Jersey Dividend Advantage 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
North Carolina Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
North Carolina Dividend Advantage 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
North Carolina Dividend Advantage 3
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
North Carolina Premium Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Ohio Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Ohio Dividend Advantage 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Ohio Dividend Advantage 3
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Pennsylvania Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
B-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Original
|
|
|
|
|
Date Original
|
|
Investment
|
|
|
|
|
Investment
|
|
Management
|
|
|
Date of
Original
|
|
Management
|
|
Agreement was
|
|
|
Investment
|
|
Agreement was
|
|
Last Approved
for
|
|
|
Management
|
|
Last Approved
by
|
|
Continuance by
|
Fund
|
|
Agreement
|
|
Shareholders(1)
|
|
Board
|
|
|
Pennsylvania Dividend Advantage 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Pennsylvania Investment Quality
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Pennsylvania Premium Income 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Texas Quality Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Virginia Dividend Advantage
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Virginia Dividend Advantage 2
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
Virginia Premium Income
|
|
July 28, 2005
|
|
July 26, 2005
|
|
May 21, 2007
|
|
|
|
(1) |
The original Investment Management Agreements were approved at a
shareholder meeting held July 26, 2005 relating to a
previous change in control of NAM.
|
B-2
Appendix C
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this [ ] day of
[ ], by and between <NAME OF
FUND>, a <ENTITYS STATE OF ORGANIZATION>
(the Fund), and NUVEEN ASSET MANAGEMENT, a Delaware
corporation (the Adviser).
W I T N E
S S E T H
In consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows: