UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
AUGUST 1, 2006 60606
(800) 257-8787
JUNE 28, 2006
NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC. (NPI)
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC. (NPP)
NUVEEN MUNICIPAL ADVANTAGE FUND, INC. (NMA)
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NMO)
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQM)
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC. (NQI)
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC. (NQS)
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC. (NQU)
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. (NIO)
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC. (NPF)
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC. (NIF)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC. (NPM)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC. (NPT)
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2 (NPX)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND (NAD)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXZ)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZF)
NUVEEN INSURED DIVIDEND ADVANTAGE MUNICIPAL FUND (NVG)
NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND (NEA)
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND (NMZ)
NUVEEN SELECT MATURITIES MUNICIPAL FUND (NIM)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2 (NXQ)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3 (NXR)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN NEW YORK SELECT TAX-FREE INCOME PORTFOLIO (NXN)
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of Nuveen Municipal Value Fund, Inc. ("Municipal Value"), Nuveen
Municipal Income Fund, Inc. ("Municipal Income"), Nuveen Premium Income
Municipal Fund, Inc., Nuveen Performance Plus Municipal Fund, Inc., Nuveen
Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund, Inc.,
Nuveen Investment Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal
Fund, Inc., Nuveen Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Premier Municipal Income Fund, Inc., Nuveen Premier Insured Municipal Income
Fund, Inc.,
Nuveen Premium Income Municipal Fund 2, Inc., Nuveen Premium Income Municipal
Fund 4, Inc., EACH A MINNESOTA CORPORATION, and Nuveen Insured Premium Income
Municipal Fund 2, Nuveen Dividend Advantage Municipal Fund, Nuveen Dividend
Advantage Municipal Fund 2, Nuveen Dividend Advantage Municipal Fund 3, Nuveen
Insured Dividend Advantage Municipal Fund, Nuveen Insured Tax-Free Advantage
Municipal Fund, Nuveen Municipal High Income Opportunity Fund, Nuveen Select
Maturities Municipal Fund ("Select Maturities"), Nuveen Select Tax-Free Income
Portfolio ("Select Portfolio"), Nuveen Select Tax-Free Income Portfolio 2
("Select Portfolio 2"), Nuveen Select Tax-Free Income Portfolio 3 ("Select
Portfolio 3"), Nuveen California Select Tax-Free Income Portfolio ("California
Portfolio") and Nuveen New York Select Tax-Free Income Portfolio ("New York
Portfolio"), EACH A MASSACHUSETTS BUSINESS TRUST, (individually, a "Fund" and
collectively, the "Funds") will be held in the Assembly Room of The Northern
Trust Company, 50 South LaSalle Street, Chicago, Illinois 60675 on Tuesday,
August 1, 2006, at 10:30 a.m., Chicago time, for the following purposes and to
transact such other business, if any, as may properly come before the Annual
Meeting:
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To elect Members to the Board of Directors/Trustees (each a "Board" and each
Director or Trustee a "Board Member") of each Fund as outlined below:
a. For each Minnesota corporation, except Municipal Value and Municipal
Income, to elect nine (9) Board Members:
i) seven (7) Board Members to be elected by the holders of Common Shares
and Municipal Auction Rate Cumulative Preferred Shares ("Preferred
Shares"), voting together as a single class; and
ii) two (2) Board Members to be elected by the holders of Preferred Shares
only, voting separately as a single class.
b. For Municipal Value and Municipal Income, to elect four (4) Board
Members.
c. For each Massachusetts business trust, except Select Maturities, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio
and New York Portfolio, to elect nine (9) Board Members:
i) seven (7) Board Members to be elected by the holders of Common Shares
and Preferred Shares, voting together as a single class; and
ii) two (2) Board Members to be elected by the holders of Preferred Shares
only, voting separately as a single class.
d. For Select Maturities, Select Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio and New York Portfolio, to elect nine
(9) Board Members.
2. To transact such other business as may properly come before the Annual
Meeting.
Shareholders of record at the close of business on June 5, 2006 are entitled to
notice of and to vote at the Annual Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO
AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE
REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER
THE INTERNET. TO
VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE
CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND FOLLOW THE RECORDED
INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO
THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW THE INSTRUCTIONS,
USING YOUR PROXY CARD AS A GUIDE.
Jessica R. Droeger
Vice President and Secretary
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
JUNE 28, 2006
NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC. (NPI)
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC. (NPP)
NUVEEN MUNICIPAL ADVANTAGE FUND, INC. (NMA)
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NMO)
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQM)
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC. (NQI)
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC. (NQS)
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC. (NQU)
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. (NIO)
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC. (NPF)
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC. (NIF)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC. (NPM)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC. (NPT)
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2 (NPX)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND (NAD)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXZ)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZF)
NUVEEN INSURED DIVIDEND ADVANTAGE MUNICIPAL FUND (NVG)
NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND (NEA)
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND (NMZ)
NUVEEN SELECT MATURITIES MUNICIPAL FUND (NIM)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2 (NXQ)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3 (NXR)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN NEW YORK SELECT TAX-FREE INCOME PORTFOLIO (NXN)
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Trustees (each a "Board" and collectively, the
"Boards," and each Director or Trustee, a "Board Member" and collectively, the
"Board Members") of Nuveen Municipal
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Value Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund, Inc.
("Municipal Income"), Nuveen Premium Income Municipal Fund, Inc. ("Premium
Income"), Nuveen Performance Plus Municipal Fund, Inc. ("Performance Plus"),
Nuveen Municipal Advantage Fund, Inc. ("Municipal Advantage"), Nuveen Municipal
Market Opportunity Fund, Inc. ("Municipal Market Opportunity"), Nuveen
Investment Quality Municipal Fund, Inc. ("Investment Quality"), Nuveen Insured
Quality Municipal Fund, Inc. ("Insured Quality"), Nuveen Select Quality
Municipal Fund, Inc. ("Select Quality"), Nuveen Quality Income Municipal Fund,
Inc. ("Quality Income"), Nuveen Insured Municipal Opportunity Fund, Inc.
("Insured Municipal Opportunity"), Nuveen Premier Municipal Income Fund, Inc.
("Premier Municipal"), Nuveen Premier Insured Municipal Income Fund, Inc.
("Premier Insured"), Nuveen Premium Income Municipal Fund 2, Inc. ("Premium
Income 2") Nuveen Premium Income Municipal Fund 4, Inc. ("Premium Income 4"),
EACH A MINNESOTA CORPORATION (COLLECTIVELY, THE "MINNESOTA CORPORATIONS"), and
Nuveen Insured Premium Income Municipal Fund 2 ("Insured Premium Income 2"),
Nuveen Dividend Advantage Municipal Fund ("Dividend Advantage"), Nuveen Dividend
Advantage Municipal Fund 2 ("Dividend Advantage 2"), Nuveen Dividend Advantage
Municipal Fund 3 ("Dividend Advantage 3"), Nuveen Insured Dividend Advantage
Municipal Fund ("Insured Dividend Advantage"), Nuveen Insured Tax-Free Advantage
Municipal Fund ("Insured Tax-Free Advantage"), Nuveen Municipal High Income
Opportunity Fund ("Municipal High Income"), Nuveen Select Maturities Municipal
Fund ("Select Maturities"), Nuveen Select Tax-Free Income Portfolio ("Select
Portfolio"), Nuveen Select Tax-Free Income Portfolio 2 ("Select Portfolio 2"),
Nuveen Select Tax-Free Income Portfolio 3 ("Select Portfolio 3"), Nuveen
California Select Tax-Free Income Portfolio ("California Portfolio") and Nuveen
New York Select Tax-Free Income Portfolio ("New York Portfolio"), EACH A
MASSACHUSETTS BUSINESS TRUST (COLLECTIVELY, THE "MASSACHUSETTS BUSINESS TRUSTS")
(the Massachusetts Business Trusts and Minnesota Corporations are each, a "Fund"
and collectively, the "Funds"), of proxies to be voted at the Annual Meeting of
Shareholders to be held in the Assembly Room of The Northern Trust Company, 50
South LaSalle Street, Chicago, Illinois 60675, on Tuesday, August 1, 2006, at
10:30 a.m., Chicago time, (for each Fund, an "Annual Meeting" and collectively,
the "Annual Meetings"), and at any and all adjournments thereof.
On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is specified, the shares will be voted FOR the
election of the nominees as listed in this Joint Proxy Statement. Shareholders
who execute proxies may revoke them at any time before they are voted by filing
with that Fund a written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
This Joint Proxy Statement is first being mailed to shareholders on or about
June 28, 2006.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders.
2
The following table indicates which shareholders are solicited with respect to
each matter:
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MATTER COMMON SHARES PREFERRED SHARES(1)
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1a(i). For each Minnesota Corporation (except X X
Municipal Value and Municipal Income),
election of seven (7) Board Members by all
shareholders.
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a(ii). For each Minnesota Corporation (except X
Municipal Value and Municipal Income),
election of two (2) Board Members by
Preferred Shares only.
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b. Election of four (4) Board Members for X N/A
Municipal Value and Municipal Income by all
shareholders.
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c(i). For each Massachusetts Business Trust X X
(except Select Maturities, Select Portfolio,
Select Portfolio 2, Select Portfolio 3,
California Portfolio and New York
Portfolio), election of seven (7) Board
Members by all shareholders.
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c(ii). For each Massachusetts Business Trust X
(except Select Maturities, Select Portfolio,
Select Portfolio 2, Select Portfolio 3,
California Portfolio and New York
Portfolio), election of two (2) Board
Members by Preferred Shares only.
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d. Election of nine (9) Board Members for X N/A
Select Maturities, Select Portfolio, Select
Portfolio 2, Select Portfolio 3, California
Portfolio and New York Portfolio by all
shareholders.
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(1) Municipal Auction Rate Cumulative Preferred Shares ("MuniPreferred") are
referred to as "Preferred Shares."
A quorum of shareholders is required to take action at each Annual Meeting. A
majority of the shares entitled to vote at each Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at that Annual
Meeting, except that for the election of the two Board Member nominees to be
elected by holders of Preferred Shares of each Fund (which is not applicable to
Municipal Value, Municipal Income, Select Maturities, Select Portfolio, Select
Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio),
33 1/3% of the Preferred Shares entitled to vote and represented in person or by
proxy will constitute a quorum. Votes cast by proxy or in person at each Annual
Meeting will be tabulated by the inspectors of election appointed for that
Annual Meeting. The inspectors of election will determine whether or not a
quorum is present at the Annual Meeting. The inspectors of 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 each Fund, the affirmative vote of a plurality of the shares present and
entitled to vote at the Annual Meeting will be required to elect the Board
Members of that Fund. For purposes of determining the approval of the proposal
to elect nominees for each Fund, abstentions and broker non-votes will have no
effect on the election of Board Members.
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Preferred Shares held in "street name" as to which voting instructions have not
been received from the beneficial owners or persons entitled to vote as of one
business day before the Annual Meeting, or, if adjourned, one business day
before the day to which the Annual Meeting is adjourned, and that would
otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New
York Stock Exchange, be voted by the broker on the proposal in the same
proportion as the votes cast by all Preferred Shareholders as a class who have
voted on the proposal or in the same proportion as the votes cast by all
Preferred Shareholders of the Fund who have voted on that item. Rule 452 permits
proportionate voting of Preferred Shares with respect to a particular item if,
among other things, (i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the holders of such
shares with respect to such item and (ii) less than 10% of the Preferred Shares
or shares of a series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of meeting the 30%
test, abstentions will be treated as shares "voted" and, for the purpose of
meeting the 10% test, abstentions will not be treated as shares "voted" against
the item.
4
Those persons who were shareholders of record at the close of business on June
5, 2006 will be entitled to one vote for each share held or in the case of a
Massachusetts Business Trust a proportionate fractional vote for each fractional
share held. As of June 5, 2006, the shares of the Funds were issued and
outstanding as follows:
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FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
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Municipal Value NUV 194,959,520 N/A
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Municipal Income NMI 8,113,875 N/A
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Premium Income NPI 63,785,430 Series M 3,800
Series M2 2,000
Series T 3,800
Series W 3,800
Series TH 3,800
Series F 3,800
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Performance Plus NPP 59,914,073 Series M 4,000
Series T 4,000
Series W 4,000
Series TH 3,160
Series F 4,000
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Municipal Advantage NMA 43,065,903 Series M 3,000
Series T 3,000
Series W 3,000
Series TH 2,320
Series F 3,000
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Municipal Market NMO 45,540,872 Series M 4,000
Opportunity
Series T 4,000
Series W 3,200
Series F 4,000
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Investment Quality NQM 35,748,959 Series M 2,500
Series T 2,500
Series W 2,500
Series TH 2,040
Series F 2,500
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Insured Quality NQI 38,295,278 Series M 2,600
Series T 2,600
Series W 2,600
Series TH 2,320
Series F 2,600
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Select Quality NQS 33,909,733 Series M 2,000
Series T 2,000
Series W 2,800
Series TH 1,560
Series F 2,800
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Quality Income NQU 54,204,488 Series M 3,000
Series T 3,000
Series W 3,000
Series W2 2,080
Series TH 4,000
Series F 3,000
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5
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FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
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Insured Municipal NIO 81,138,036 Series M 4,000
Opportunity
Series T 4,000
Series W 4,000
Series W2 3,200
Series TH1 4,000
Series TH2 4,000
Series F 4,000
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Premier Municipal NPF 20,091,018 Series M 1,000
Series T 2,800
Series TH 2,800
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Premier Insured NIF 19,419,608 Series W 840
Series TH 2,800
Series F 2,800
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Premium Income 2 NPM 41,093,661 Series M 2,000
Series T 3,000
Series W 2,000
Series TH 3,000
Series F 2,000
Series F2 1,880
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Premium Income 4 NPT 43,236,703 Series M 2,200
Series T 2,000
Series T2 1,328
Series W 1,680
Series W2 520
Series TH 2,680
Series F 1,800
Series F2 1,328
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Insured Premium Income 2 NPX 37,353,511 Series M 2,080
Series T 2,200
Series W 2,080
Series TH 2,200
Series F 2,196
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Dividend Advantage NAD 39,267,490 Series M 4,000
Series T 4,000
Series TH 3,800
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Dividend Advantage 2 NXZ 29,320,231 Series M 3,000
Series T 3,000
Series F 2,880
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Dividend Advantage 3 NZF 40,315,941 Series W 4,160
Series TH 4,160
Series F 4,160
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Insured Dividend Advantage NVG 29,807,822 Series M 3,160
Series T 3,080
Series TH 3,080
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Insured Tax-Free Advantage NEA 18,515,282 Series T 2,880
Series W 2,880
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6
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FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
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Municipal High Income NMZ 23,280,709 Series M 3,000
Series T 1,600
Series W 1,600
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Select Maturities NIM 12,396,405 N/A
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Select Portfolio NXP 16,378,096 N/A
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Select Portfolio 2 NXQ 17,607,068 N/A
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Select Portfolio 3 NXR 12,964,124 N/A
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California Portfolio NXC 6,257,070 N/A
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New York Portfolio NXN 3,908,222 N/A
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* The Common Shares of all of the Funds are listed on the New York Stock
Exchange, except NXZ, NZF, NVG, NEA and NMZ, which are listed on the American
Stock Exchange.
ELECTION OF BOARD MEMBERS
MINNESOTA CORPORATIONS
At the Annual Meeting of each Minnesota Corporation, Board Members are to be
elected to serve until the next annual meeting or until their successors shall
have been duly elected and qualified. Under the terms of each Minnesota
Corporation's organizational documents (except Municipal Value and Municipal
Income), under normal circumstances, holders of Preferred Shares are entitled to
elect two (2) Board Members, and the remaining Board Members are to be elected
by holders of Common Shares and Preferred Shares, voting together as a single
class. Pursuant to the organizational documents of Municipal Value and Municipal
Income, each Board is divided into three classes, with each class being elected
to serve until the third succeeding annual meeting subsequent to their election
or thereafter in each case when their respective successors are duly elected and
qualified. For Municipal Income and Municipal Value, four (4) Board Members are
nominated to be elected at this meeting.
a. FOR EACH MINNESOTA CORPORATION, EXCEPT MUNICIPAL VALUE AND MUNICIPAL
INCOME:
(i) seven (7) Board Members are to be elected by holders of Common Shares
and Preferred Shares, voting together as a single class. Board
Members Bremner, Brown, Evans, Hunter, Kundert, Stockdale and
Sunshine are nominees for election by all shareholders.
(ii) two (2) Board Members are to be elected by holders of Preferred
Shares, each series voting together as a single class. Board Members
Schneider and Schwertfeger are nominees for election by holders of
Preferred Shares.
b. FOR MUNICIPAL VALUE AND MUNICIPAL INCOME: The Board of Municipal Value
has designated Board Members Bremner, Evans and Schneider as Class III
Board Members, and as nominees for Board Members for a term expiring at
the annual meeting of shareholders in 2009, and has re-designated Board
Member Stockdale as a Class I Board Member, and as a nominee for Board
Member for a term expiring at the annual meeting of shareholders in 2007
or until their successors have been duly elected and qualified. The
Board re-designated Board Member Stockdale as a Class I
7
Board Member pursuant to Municipal Value's Articles of Incorporation in
order to maintain an equal number of directors in each class. The
remaining Board Members Brown, Schwertfeger, Hunter, Kundert and
Sunshine are current and continuing Board Members. The Board of
Municipal Value has designated Board Members Brown and Schwertfeger as
continuing Class I Board Members for terms expiring in 2007 and has
designated Board Members Hunter, Kundert and Sunshine as continuing
Class II Board Members for terms expiring in 2008.
The Board of Municipal Income has designated Board Members Bremner, Evans
and Schneider as Class II Board Members, and as nominees for Board Members
for a term expiring at the annual meeting of shareholders in 2009, and has
re-designated Board Member Stockdale as a Class III Board Member, and as a
nominee for Board Member for a term expiring at the annual meeting of
shareholders in 2007 or until their successors have been duly elected and
qualified. The Board re-designated Board Member Stockdale as a Class III
Board Member pursuant to Municipal Income's Articles of Incorporation in
order to maintain an equal number of directors in each class. The
remaining Board Members Brown, Schwertfeger, Hunter, Kundert and Sunshine
are current and continuing Board Members. The Board of Municipal Income
has designated Board Members Brown and Schwertfeger as continuing Class
III Board Members for terms expiring in 2007 and has designated Board
Members Hunter, Kundert and Sunshine as continuing Class I Board Members
for terms expiring in 2008.
MASSACHUSETTS BUSINESS TRUSTS
In February 2006, the By-Laws of each Massachusetts Business Trust were amended
to provide for the division of the Board into classes. Pursuant to the amended
By-Laws, the Board Members of each Massachusetts Business Trust classified
themselves by resolution dated May 25, 2006 into three classes, Class I, Class
II and Class III, to be elected at the Annual Meeting by the holders of the
outstanding Common Shares and any outstanding Preferred Shares, voting together
as a single class. If elected, Class I Board Members will serve until the first
succeeding annual meeting subsequent to their election; Class II Board Members
will serve until the second succeeding annual meeting subsequent to their
election; and Class III Board Members will serve until the third succeeding
annual meeting subsequent to their election. At each subsequent annual meeting,
the Board Members chosen to succeed those whose terms are expiring shall be
identified as being of the same class as the Board Members whom they succeed and
shall be elected for a term expiring at the time of the third succeeding annual
meeting subsequent to their election or thereafter in each case when their
respective successors are duly elected and qualified. For each Massachusetts
Business Trust with outstanding Preferred Shares, under normal circumstances,
holders of Preferred Shares will continue to be 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.
8
c. FOR EACH MASSACHUSETTS BUSINESS TRUST, EXCEPT SELECT MATURITIES, SELECT
PORTFOLIO, SELECT PORTFOLIO 2, SELECT PORTFOLIO 3, CALIFORNIA PORTFOLIO
AND NEW YORK PORTFOLIO:
(i) seven (7) Board Members are to be elected by holders of Common Shares
and Preferred Shares, voting together as a single class. Board
Members Brown and Stockdale 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 2007 or until their successors have
been duly elected and qualified. Board Members Hunter, Kundert and
Sunshine have been designated as Class II Board Members, and as
nominees for 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, and as nominees for Board
Members for a term expiring at the annual meeting of shareholders in
2009 or until their successors have been duly elected and qualified.
(ii) two (2) Board Members are to be elected by holders of Preferred
Shares, each series voting together as a single class. Board Members
Schneider and Schwertfeger are nominees for election by holders of
Preferred Shares for a term expiring at the next annual meeting or
until their successors have been duly elected and qualified.
d. FOR SELECT MATURITIES, SELECT PORTFOLIO, SELECT PORTFOLIO 2, SELECT
PORTFOLIO 3, CALIFORNIA PORTFOLIO AND NEW YORK PORTFOLIO: The Boards of
Select Maturities, Select Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio and New York Portfolio have designated
Board Members Brown, Schwertfeger and Stockdale as Class I Board
Members, and as nominees for Board Members for a term expiring at the
annual meeting of shareholders in 2007 or until their successors have
been duly elected and qualified. Board Members Hunter, Kundert and
Sunshine have been designated as Class II Board Members, and as nominees
for 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, Evans and Schneider have been
designated as Class III Board Members, and as nominees for Board Members
for a term expiring at the annual meeting of shareholders in 2009 or
until their successors have been duly elected and qualified.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed in the table
below unless the proxy is marked otherwise. Each of the nominees has agreed to
serve as a Board Member of each Fund if elected. However, should any nominee
become unable or unwilling to accept nomination for election, the proxies will
be voted for substitute nominees, if any, designated by that Fund's present
Board.
Except for Municipal Value and Municipal Income, all Board Member nominees were
last elected to each Fund's Board at the annual meeting of shareholders held on
July 26, 2005. For Municipal Value, Board Members Bremner, Evans, Schneider and
Stockdale were last elected as Class III Board Members at the annual meeting of
shareholders held on July 28, 2003. Board Members Brown and Schwertfeger were
last elected as Class I Board Members at the annual meeting of shareholders held
on August 3, 2004. Board Members Hunter,
9
Kundert and Sunshine were last elected as Class II Board Members at the annual
meeting of shareholders held on July 26, 2005. For Municipal Income, Board
Members Bremner, Evans, Schneider and Stockdale were last elected as Class II
Board Members at the annual meeting of shareholders held on July 28, 2003. Board
Members Brown and Schwertfeger were last elected as Class III Board Members at
the annual meeting of shareholders held on August 3, 2004. Board Members Hunter,
Kundert and Sunshine were last elected as Class I Board Members at the annual
meeting of shareholders held on July 26, 2005.
Other than Mr. Schwertfeger, all Board Member nominees are not "interested
persons," as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), of the Funds or Nuveen Asset Management (the "Adviser") and have
never been an employee or director of Nuveen Investments, Inc. ("Nuveen"), the
Adviser's parent company, or any affiliate. Accordingly, such Board Members are
deemed "Independent Board Members."
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
BOARD NOMINEES/BOARD MEMBERS
------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-
POSITION(S) TERM OF OFFICE OVERSEEN SHIPS HELD
NAME, ADDRESS HELD WITH AND LENGTH PRINCIPAL OCCUPATION(S) BY BOARD BY BOARD
AND BIRTH DATE FUND OF TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
------------------------------------------------------------------------------------------------------------------
NOMINEES WHO ARE NOT INTERESTED PERSONS OF THE FUND
Robert P. Bremner Board Term: Annual or as Private Investor and 165 N/A
c/o Nuveen Investments, Member; a Class III Board Management Consultant.
Inc. 333 West Wacker Lead Member until
Drive Chicago, IL 60606 Independent 2009(2)
(8/22/40) Director
Length of Service:
Since 1996; Lead
Independent
Director Since 2005
Lawrence H. Brown Board Term: Annual or as Retired (1989) as Senior 165 See
c/o Nuveen Investments, Member a Class I Board Vice President of The Principal
Inc. 333 West Wacker Member until Northern Trust Company; Occupation
Drive Chicago, IL 60606 2007(2) Director, Community Description
(7/29/34) Advisory Board for
Length of Service: Highland Park and
Since 1993 Highwood, United Way of
the North Shore (since
2002).
10
------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-
POSITION(S) TERM OF OFFICE OVERSEEN SHIPS HELD
NAME, ADDRESS HELD WITH AND LENGTH PRINCIPAL OCCUPATION(S) BY BOARD BY BOARD
AND BIRTH DATE FUND OF TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
------------------------------------------------------------------------------------------------------------------
Jack B. Evans Board Term: Annual or as President, The 165 See
c/o Nuveen Investments, Member a Class III Board Hall-Perrine Foundation, Principal
Inc. 333 West Wacker Member until a private philanthropic Occupation
Drive Chicago, IL 60606 2009(2) corporation (since 1996); Description
(10/22/48) Director and Vice
Length of Service: Chairman, United Fire
Since 1999 Group, a publicly held
company; Adjunct Faculty
Member, University of
Iowa; Director, Gazette
Companies; Life Trustee
of Coe College and Iowa
College Foundation;
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.
William C. Hunter Board Term: Annual or as Dean, Tippie College of 165 See
c/o Nuveen Investments, Member a Class II Board Business, University of Principal
Inc. 333 West Wacker Member until Iowa (since June 2006); Occupation
Drive Chicago, IL 60606 2008(2) formerly, (2003-2006), Description
(3/6/48) Dean and Distinguished
Length of Service: Professor of Finance,
Since 2004 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);
Director, Credit Research
Center at Georgetown
University; Director
(since 2004) of Xerox
Corporation, a publicly
held company; Director,
SS&C Technologies, Inc.
(May 2005-October 2005).
11
------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-
POSITION(S) TERM OF OFFICE OVERSEEN SHIPS HELD
NAME, ADDRESS HELD WITH AND LENGTH PRINCIPAL OCCUPATION(S) BY BOARD BY BOARD
AND BIRTH DATE FUND OF TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
------------------------------------------------------------------------------------------------------------------
David J. Kundert Board Term: Annual or as Retired (2004) as 163 See
c/o Nuveen Investments, Member a Class II Board Chairman, JPMorgan Principal
Inc. 333 West Wacker Member until Fleming Asset Management, Occupation
Drive Chicago, IL 60606 2008(2) President and CEO, Banc Description
(10/28/42) One Investment Advisors
Length of Service: Corporation, and
Since 2005 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.
William J. Schneider Board Term: Annual or as Chairman, 165 See
c/o Nuveen Investments, Member a Class III Board Miller-Valentine Partners Principal
Inc. 333 West Wacker Member until Ltd., a real estate Occupation
Drive Chicago, IL 60606 2009(2) investment company; Description
(9/24/44) formerly, Senior Partner
Length of Service: and Chief Operating
Since 1996 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.
Judith M. Stockdale Board Term: Annual or as Executive Director, 165 N/A
c/o Nuveen Investments, Member a Class I Board Gaylord and Dorothy
Inc. 333 West Wacker Member until Donnelley Foundation
Drive Chicago, IL 60606 2007(2) (since 1994); prior
(12/29/47) thereto, Executive
Length of Service: Director, Great Lakes
Since 1997 Protection Fund (from
1990 to 1994).
12
------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-
POSITION(S) TERM OF OFFICE OVERSEEN SHIPS HELD
NAME, ADDRESS HELD WITH AND LENGTH PRINCIPAL OCCUPATION(S) BY BOARD BY BOARD
AND BIRTH DATE FUND OF TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
------------------------------------------------------------------------------------------------------------------
Eugene S. Sunshine Board Term: Annual or as Senior Vice President for 165 See
c/o Nuveen Investments, Member a Class II Board Business and Finance Principal
Inc. 333 West Wacker Member until (since 1997), Occupation
Drive Chicago, IL 60606 2008(2) Northwestern University; Description
(1/22/50) Director (since 2003),
Length of Service: Chicago Board Options
Since 2005 Exchange; Director (since
2003), National Mentor
Holdings, a
privately-held, national
provider of home and
community-based services;
Chairman (since 1997),
Board of Directors,
Rubicon, an insurance
company owned by
Northwestern University;
Director (since 1997),
Evanston Chamber of
Commerce and Evanston
Inventure, a business
development organization.
NOMINEE WHO IS AN INTERESTED PERSON OF THE FUND
Timothy R. Chairman of Term: Annual or as Chairman and Director 165 See
Schwertfeger(3) the Board a Class I Board (since 1996) of Nuveen Principal
333 West Wacker Drive and Board Member until Investments, Inc. and Occupation
Chicago, IL 60606 Member 2007(2) Nuveen Investments, LLC; Description
(3/28/49) Chairman and Director
Length of Service: (since 1997) of Nuveen
Since 1996 Asset Management;
Director (since 1996) of
Institutional Capital
Corporation; Chairman and
Director (since 1999) of
Rittenhouse Asset
Management, Inc.;
Chairman of Nuveen
Investments Advisers,
Inc. (since 2002); Chief
Executive Officer, NWQ
Holdings, LLC; formerly,
Director (from 1992 to
2004) and Chairman (from
1996 to 2004) of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory
Corp.(4)
------------------------------------------------------------------------------------------------------------------
(1) Length of Service indicates the year in which the individual became a Board
Member of a fund in the Nuveen fund complex.
(2) For Municipal Income, Board Members Bremner, Evans and Schneider, if
elected, will serve as Class II Board Members with a term until 2009 and
Board Member Stockdale, if elected, will serve as a Class III Board Member
with a term until 2007. Board Members Brown and Schwertfeger are continuing
Class III Board Members with terms until 2007 and Board Members Hunter,
Kundert and Sunshine are continuing Class I Board Members with terms until
2008.
(3) "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of each Fund's adviser.
(4) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005.
13
BENEFICIAL OWNERSHIP
The following table lists the dollar range of equity securities beneficially
owned by each Board Member nominee in each Fund and in all Nuveen funds overseen
by the Board Member nominee as of December 31, 2005.
DOLLAR RANGE OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET INVESTMENT INSURED SELECT
BOARD MEMBER NOMINEES VALUE INCOME INCOME PLUS ADVANTAGE OPPORTUNITY QUALITY QUALITY QUALITY
----------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner $0 $0 $0 $0 $0 $0 $0 $0 $0
Lawrence H. Brown $1- $0 $10,001- $0 $0 $0 $0 $0 $0
$10,000 $50,000
Jack B. Evans $0 $0 $0 $0 $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0 $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0 $0 $0 $0 $0 $0
William J. Schneider $0 $0 $0 $50,001- $0 $0 $0 $0 $0
$100,000
Timothy R.
Schwertfeger Over $0 Over Over Over Over $0 $0 Over
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000
Judith M. Stockdale $0 $0 $0 $0 $0 $10,001- $0 $0 $0
$50,000
Eugene S. Sunshine $0 $0 $0 $0 $0 $0 $0 $0 $0
----------------------------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
---------------------- -------------------------------------------------------
INSURED
QUALITY MUNICIPAL PREMIER PREMIER PREMIUM
BOARD MEMBER NOMINEES INCOME OPPORTUNITY MUNICIPAL INSURED INCOME 2
---------------------- -------------------------------------------------------
Robert P. Bremner $0 $0 $0 $0 $0
Lawrence H. Brown $10,001- $10,001- $0 $0 $0
$50,000 $50,000
Jack B. Evans $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0 $0
Timothy R.
Schwertfeger Over Over Over $0 Over
$100,000 $100,000 $100,000 $100,000
Judith M. Stockdale $0 $0 $10,001- $0 $0
$50,000
Eugene S. Sunshine $0 $0 $0 $0 $0
----------------------------------------------------------------------------------------
14
DOLLAR RANGE OF EQUITY SECURITIES
-----------------------------------------------------------------------------------------------------------------------------------
INSURED INSURED INSURED MUNICIPAL
BOARD MEMBER PREMIUM PREMIUM DIVIDEND DIVIDEND DIVIDEND DIVIDEND TAX-FREE HIGH SELECT
NOMINEES INCOME 4 INCOME 2 ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 ADVANTAGE ADVANTAGE INCOME MATURITIES
-----------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner $0 $0 $0 $0 $0 $0 $0 $0 $0
Lawrence H. Brown $0 $0 $10,001- $0 $0 $0 $0 $0 $10,001-
$50,000 $50,000
Jack B. Evans $0 $0 $0 $0 $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0 $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0 $0 $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0 $0 $0 $0 $10,001- $0
$50,000
Timothy R.
Schwertfeger $0 $0 $0 Over Over $0 $0 $0 $0
$100,000 $100,000
Judith M. Stockdale $0 $0 $10,001- $0 $0 $0 $0 $0 $0
$50,000
Eugene S. Sunshine $0 $0 $0 Over $0 $0 $0 $0 $0
$100,000
-----------------------------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
--------------------- -------------------------------------------------------------------------------
AGGREGATE
DOLLAR RANGE
OF EQUITY
SECURITIES IN
ALL REGISTERED
INVESTMENT
COMPANIES
OVERSEEN BY
BOARD MEMBER
NOMINEES IN
FAMILY OF
BOARD MEMBER SELECT SELECT SELECT CALIFORNIA NEW YORK INVESTMENT
NOMINEES PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO PORTFOLIO COMPANIES(1)
--------------------- -------------------------------------------------------------------------------
Robert P. Bremner $0 $0 $0 $0 $0 Over $100,000
Lawrence H. Brown $0 $0 $0 $0 $0 Over $100,000
Jack B. Evans $0 $0 $0 $0 $0 Over $100,000
William C. Hunter $0 $0 $0 $0 $0 Over $100,000
David J. Kundert $0 $0 $0 $0 $0 $50,001-
$100,000
William J. Schneider $0 $0 $0 $0 $0 Over $100,000
Timothy R.
Schwertfeger $0 $0 $0 $0 $0 Over $100,000
Judith M. Stockdale $0 $0 $0 $0 $0 Over $100,000
Eugene S. Sunshine $0 $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.
15
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, 2005. 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)
----------------------------------------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET INVESTMENT INSURED
BOARD MEMBER NOMINEES VALUE INCOME INCOME PLUS ADVANTAGE OPPORTUNITY QUALITY QUALITY
----------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0 0 0
Lawrence H. Brown 1,000 0 1,000 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 5,000 0 0 0 0
Timothy R. Schwertfeger 26,391 0 59,632 14,000 6,594 21,000 0 0
Judith M. Stockdale 0 0 0 0 0 776 0 0
Eugene S. Sunshine 0 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A GROUP 33,436 0 61,632 21,000 8,594 23,776 1,000 0
----------------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------- ----------------------------------------------------------------
INSURED
SELECT QUALITY MUNICIPAL PREMIER PREMIER PREMIUM
BOARD MEMBER NOMINEES QUALITY INCOME OPPORTUNITY MUNICIPAL INSURED INCOME 2
---------------------------- ----------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0
Lawrence H. Brown 0 889 826 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
Timothy R. Schwertfeger 17,200 22,300 35,000 25,000 0 30,000
Judith M. Stockdale 0 0 0 915 0 0
Eugene S. Sunshine 0 0 0 0 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A GROUP 19,830 23,189 38,826 25,915 0 32,438
----------------------------------------------------------------------------------------------------------------------------
(1) The numbers include share equivalents of certain Nuveen funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members as more fully described below.
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------------------------------------------------------------------------------------
INSURED INSURED INSURED MUNICIPAL
PREMIUM PREMIUM DIVIDEND DIVIDEND DIVIDEND DIVIDEND TAX-FREE HIGH
BOARD MEMBER NOMINEES INCOME 4 INCOME 2 ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 ADVANTAGE ADVANTAGE INCOME
---------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0 0 0
Lawrence H. Brown 0 0 1,000 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 0 660
Timothy R. Schwertfeger 0 0 0 25,000 15,000 0 0 0
Judith M. Stockdale 0 0 810 0 0 0 0 0
Eugene S. Sunshine 0 0 0 6,222 0 0 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A GROUP 4,800 0 3,810 32,222 17,100 0 0 660
---------------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
-------------------------- ---------------------------------------------------------------------------
NEW
SELECT SELECT SELECT SELECT CALIFORNIA YORK
BOARD MEMBER NOMINEES MATURITIES PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO PORTFOLIO
-------------------------- ---------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0
Lawrence H. Brown 1,116 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
Timothy R. Schwertfeger 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0
Eugene S. Sunshine 0 0 0 0 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A GROUP 1,116 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 as more fully described below.
16
On December 31, 2005, Board Members and executive officers as a group
beneficially owned 1,338,618 shares of all funds managed by the Adviser
(includes deferred units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each Board Member's individual beneficial
shareholdings of each Fund constitute less than 1% of the outstanding shares of
each Fund. As of June 5, 2006, the Board Members and executive officers as a
group beneficially owned less than 1% of the outstanding shares of each Fund. As
of June 5, 2006 no shareholder beneficially owned more than 5% of any class of
shares of any Fund.
COMPENSATION
Prior to January 1, 2006, for all Nuveen funds, Independent Board Members
received an $85,000 annual retainer plus (a) a fee of $2,000 per day for
attendance in person or by telephone at a regularly scheduled meeting of the
Board; (b) a fee of $1,000 per day for attendance in person where such in-person
attendance is required and $500 per day for attendance by telephone or in person
where in-person attendance is not required at a special, non-regularly scheduled
board meeting; (c) a fee of $1,000 per day for attendance in person at an audit
committee or compliance, risk management and regulatory oversight committee
meeting where in-person attendance is required and $750 per day for audit
committee attendance by telephone or in person where in-person attendance is not
required and $500 per day for compliance, risk management and regulatory
oversight committee attendance by telephone or in person where in-person
attendance is not required; (d) a fee of $500 per day for attendance in person
or by telephone for a meeting of the dividend committee; and (e) a fee of $500
per day for attendance in person at all other committee meetings (including ad
hoc committee meetings and shareholder meetings) on a day on which no regularly
scheduled board meeting is held in which in-person attendance is required and
$250 per day for attendance by telephone or in person at such meetings where
in-person attendance is not required, plus, in each case, expenses incurred in
attending such meetings. In addition to the payments described above, the
chairperson of each committee of the Board (except the dividend committee and
executive committee) received $5,000 as an addition to the annual retainer paid
to such individuals. When ad hoc committees were organized, the Board may have
provided for additional compensation to be paid to the members of such
committees. 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 could have, in its discretion, established a minimum amount to
be allocated to each fund. The Board Member affiliated with Nuveen and the
Adviser served without any compensation from the Funds.
Effective January 1, 2006, for all Nuveen funds, Independent Board Members
receive 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
17
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 receives $20,000, 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
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 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 are allocated
among the funds managed by the Adviser, on the basis of relative net asset sizes
although fund management may, in its discretion, establish a minimum amount to
be allocated to each fund. The Board Member affiliated with Nuveen and the
Adviser serves without any compensation from the Funds.
The boards of certain Nuveen funds (the "Participating Funds") established a
Deferred Compensation Plan for Independent Board Members ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of his or her fees. Each of the Funds except
Municipal Income and Select Maturities are Participating Funds under the
Deferred Compensation Plan.
18
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
2005. 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)(2)
------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE(1)
------------------------------------------------------------------------------------------------------------------------------------
Municipal Value............. $ 3,855 $ 3,878 $ 3,958 $ 3,700 $ 2,500 $ 3,972 $ 3,653 $ 2,595
Municipal Income............ 170 172 175 160 110 175 160 113
Premium Income.............. 2,890 2,907 2,967 2,774 1,868 2,978 2,739 1,939
Performance Plus............ 2,760 2,776 2,833 2,650 1,784 2,844 2,615 1,852
Municipal Advantage......... 2,023 2,035 2,077 1,942 1,306 2,084 1,917 1,356
Municipal Market
Opportunity............... 2,094 2,107 2,150 2,010 1,353 2,158 1,985 1,404
Investment Quality.......... 1,678 1,688 1,723 1,611 1,084 1,729 1,590 1,125
Insured Quality............. 1,772 1,783 1,819 1,701 1,145 1,826 1,679 1,188
Select Quality.............. 1,570 1,579 1,611 1,507 1,014 1,617 1,487 1,053
Quality Income.............. 2,502 2,517 2,569 2,402 1,617 2,578 2,371 1,678
Insured Municipal
Opportunity............... 3,807 3,830 3,908 3,655 2,458 3,923 3,607 2,551
Premier Municipal........... 913 919 937 877 590 941 865 613
Premier Insured............. 902 908 926 866 583 930 855 605
Premium Income 2............ 1,895 1,906 1,946 1,819 1,226 1,953 1,796 1,272
Premium Income 4............ 1,794 1,804 1,842 1,722 1,161 1,848 1,700 1,205
Insured Premium Income 2.... 1,553 1,562 1,594 1,491 1,003 1,600 1,471 1,040
Dividend Advantage.......... 1,751 1,762 1,798 1,681 1,131 1,805 1,660 1,174
Dividend Advantage 2........ 1,332 1,340 1,367 1,278 863 1,372 1,262 896
Dividend Advantage 3........ 1,812 1,823 1,860 1,740 1,173 1,867 1,717 1,217
Insured Dividend
Advantage................. 1,349 1,357 1,385 1,295 871 1,390 1,278 904
Insured Tax-Free
Advantage................. 810 815 832 778 524 835 768 544
Municipal High Income....... 1,485 1,493 1,510 1,436 1,126 1,516 935 665
Select Maturities........... 287 280 284 241 214 284 239 242
Select Portfolio............ 554 531 551 494 445 567 478 505
Select Portfolio 2.......... 586 562 583 522 470 600 506 535
Select Portfolio 3.......... 428 410 426 381 343 438 369 390
California Portfolio........ 211 203 210 188 169 216 182 193
New York Portfolio.......... 129 124 128 115 104 132 111 118
TOTAL COMPENSATION FROM
NUVEEN FUNDS PAID TO BOARD
MEMBERS................... $ 133,125 $ 134,625 $ 138,625 $ 119,625 $ 82,935 $ 136,125 $ 119,725 $ 88,435
------------------------------------------------------------------------------------------------------------------------------------
(1) For all Funds, except Select Maturities, Select Portfolio, Select Portfolio
2, Select Portfolio 3, California Portfolio and New York Portfolio,
aggregate compensation numbers are based on the compensation schedule in
effect prior to January 1, 2006. For Select Maturities, Select Portfolio,
Select Portfolio 2, Select Portfolio 3, California Portfolio and New York
Portfolio, aggregate compensation numbers are based on a combination of the
compensation schedules in effect prior to and after January 1, 2006.
19
(2) Includes deferred fees. Pursuant to a deferred compensation agreement with
certain of the Funds, deferred amounts are treated as though an equivalent
dollar amount has been invested in shares of one or more eligible Nuveen
funds. Total deferred fees for the Funds (including the return from the
assumed investment in the eligible Nuveen funds) payable are:
DEFERRED FEES
------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE
------------------------------------------------------------------------------------------------------------------------------
Municipal Value............... $593 $ -- $1,009 $3,700 $2,500 $3,972 $1,847 $2,113
Premium Income................ 445 -- 756 2,774 1,868 2,978 1,384 1,580
Performance Plus.............. 425 -- 722 2,650 1,784 2,844 1,321 1,509
Municipal Advantage........... 311 -- 529 1,942 1,306 2,084 968 1,104
Municipal Market
Opportunity................. 322 -- 548 2,010 1,353 2,158 1,002 1,144
Investment Quality............ 258 -- 439 1,611 1,084 1,729 803 916
Insured Quality............... 273 -- 464 1,701 1,145 1,826 848 968
Select Quality................ 242 -- 411 1,507 1,014 1,617 752 858
Quality Income................ 385 -- 655 2,402 1,617 2,578 1,198 1,367
Insured Municipal
Opportunity................. 586 -- 996 3,655 2,458 3,923 1,822 2,079
Premier Municipal............. 141 -- 239 877 590 941 437 499
Premier Insured............... 139 -- 236 866 583 930 432 493
Premium Income 2.............. 292 -- 496 1,819 1,226 1,953 907 1,036
Premium Income 4.............. 276 -- 469 1,722 1,161 1,848 859 981
Insured Premium Income 2...... 239 -- 406 1,491 1,003 1,600 743 848
Dividend Advantage............ 270 -- 458 1,681 1,131 1,805 838 956
Dividend Advantage 2.......... 205 -- 349 1,278 863 1,372 638 729
Dividend Advantage 3.......... 279 -- 474 1,740 1,173 1,867 868 992
Insured Dividend Advantage.... 208 -- 353 1,295 871 1,390 646 737
Insured Tax-Free Advantage.... 125 -- 212 778 524 835 388 443
Municipal High Income......... 225 -- 380 1,436 1,126 1,516 473 541
Select Portfolio.............. 91 -- 148 494 445 567 274 422
Select Portfolio 2............ 96 -- 156 522 470 600 289 446
Select Portfolio 3............ 70 -- 114 381 343 438 211 326
California Portfolio.......... 35 -- 56 188 169 216 104 161
New York Portfolio............ 21 -- 34 115 104 132 64 98
------------------------------------------------------------------------------------------------------------------------------
20
Nuveen maintains a charitable matching contributions program to encourage the
active support and involvement of individuals in the civic activities of their
community. Until December 31, 2006, the Independent Board Members of the funds
managed by the Adviser are eligible to participate in the charitable
contributions program of Nuveen. Under the matching contributions program,
Nuveen will match the personal contributions of a Board Member to Section
501(c)(3) organizations up to an aggregate maximum amount of $10,000 during any
calendar year.
COMMITTEES
The Board of each Fund has five standing committees: the executive committee,
the audit committee, the nominating and governance committee, the dividend
committee and the compliance, risk management and regulatory oversight
committee.
Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve
as members of the executive committee of each Fund. 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 executive committee of each Fund held no meetings during its last
fiscal year.
Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current
members of the dividend committee of each Fund. The dividend committee is
authorized to declare distributions on each Fund's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The dividend committee of each Fund held five meetings during its
last fiscal year.
Lawrence H. Brown, William C. Hunter, David J. Kundert, William J. Schneider,
Chair, and Judith M. Stockdale are current members of the compliance, risk
management and regulatory oversight committee of each Fund. The compliance, risk
management and regulatory oversight committee is responsible for the oversight
of compliance issues, risk management, and other regulatory matters affecting
the Funds which are not otherwise the jurisdiction of the other Board
committees. The compliance, risk management and regulatory oversight committee
of each Fund held four meetings during its last fiscal year.
Each Fund's Board has an audit committee, in accordance with Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), that is
composed of Independent Board Members who are also "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner,
Lawrence H. Brown, Jack B. Evans, Chair, William J. Schneider and Eugene S.
Sunshine are current members of the audit committee of each Fund. The audit
committee is responsible for the oversight and monitoring of (1) the accounting
and reporting policies, procedures and practices and the audit of the financial
statements of the Funds (2) the quality and integrity of the financial
statements of the Funds and (3) the independent registered public accounting
firm's qualifications, performance and independence. The audit committee reviews
the work and any recommen-
21
dations of the Funds' independent registered public accounting firm. Based on
such review, it is authorized to make recommendations to the Board. 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 A. The audit committee of each Fund
held four meetings during its last fiscal year.
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, Lawrence H. Brown, Jack B. Evans, William C. Hunter,
David J. Kundert, William J. Schneider, Judith M. Stockdale and Eugene S.
Sunshine are current members of the nominating and governance committee of each
Fund. The purpose of the nominating and governance committee is to seek,
identify and recommend to the Board qualified candidates for election or
appointment to each Fund's Board. In addition, the committee oversees matters of
corporate governance, including the evaluation of Board performance and
processes, and assignment and rotation of committee members, and the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable. The committee operates under a written charter adopted
and approved by the Boards of each Fund, a copy of which is available on the
Funds' website at www.nuveen.com/etf/products/ fundGovernance.aspx. The
nominating and governance committee of each Fund held four meetings during its
last fiscal year.
The nominating and governance committee looks to many sources for
recommendations of qualified Board members, including current Board Members,
employees of the Adviser, current shareholders of the Funds, third party sources
and any other persons or entities that may be deemed necessary or desirable by
the committee. Shareholders of the Funds who wish to nominate a candidate to
their Fund's Board should mail information to the attention of Lorna Ferguson,
Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois 60606. This information must include evidence of Fund
ownership of the person or entity recommending the candidate, a full listing of
the proposed candidate's education, experience, current employment, date of
birth, names and addresses of at least three professional references,
information as to whether the candidate is an "interested person" (as such term
is defined in the 1940 Act) in relation to the Fund and such other information
that would be helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information regarding candidates
will be forwarded to the chairman of the nominating and governance committee and
the outside counsel to the Independent Board Members. Recommendations for
candidates to the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged, although there may
be times when the committee is not actively recruiting new Board members. In
those circumstances nominations will be kept on file until active recruitment is
under way.
The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability and, if qualifying as an
Independent Board Member candidate, independence from the
22
Adviser or other service providers. These experience requirements may vary
depending on the current composition of the Board, since the goal is to ensure
an appropriate range of skills and experience, in the aggregate. All candidates
must meet high expectations of personal integrity, governance experience and
professional competence that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by committee members. The committee may use
any process it deems appropriate for the purpose of evaluating candidates, which
process may include, without limitation, personal interviews, background checks,
written submissions by the candidates and third party references. There is no
difference in the manner in which the nominating and governance committee
evaluates nominees when the nominee is submitted by a shareholder. The
nominating and governance committee reserves the right to make the final
selection regarding the nomination of any prospective Board member.
The Independent Board Members of each Fund have appointed Robert P. Bremner as
their Lead Independent Director. The role of the Lead Independent Director is
one of coordination and assuring the appropriate, effective and efficient
functioning of the Board and the Board processes. Specific responsibilities may
include organizing and leading Independent Board Member sessions, facilitating
and ensuring an appropriate level of communication among the Independent Board
Members, leading the assessment of the Board's effectiveness, and working with
the Adviser's staff and outside counsel on board meeting agendas, board material
and workshops for Independent Board Members to ensure that the priorities of the
Independent Board Members are addressed.
The Board of each Fund held five regular meetings and six special meetings
during the last fiscal year, except that Select Maturities, Select Portfolio,
Select Portfolio 2, Select Portfolio 3, California Portfolio and New York
Portfolio each held five regular meetings and three special meetings. During the
last fiscal year, each Board Member attended 75% or more of each Fund's Board
meetings and the committee meetings (if a member thereof) held during the period
for which such Board Member was a Board Member. The policy of the Board relating
to attendance by Board Members at annual meetings of the Funds and the number of
Board Members who attended the last annual meeting of shareholders of each Fund
is posted on the Funds' website at www.nuveen.com/etf/products/
fundgovernance.aspx.
23
THE OFFICERS
The following table sets forth information as of December 31, 2005 with respect
to each officer of the Funds other than Mr. Schwertfeger (who is a Board Member
and is included in the table relating to nominees for the Board). Officers
receive no compensation from the Funds. The officers are elected by the Board on
an 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 Chief Term: Annual Managing Director 165
333 West Wacker Drive Administrative Length of (since 2002), Assistant
Chicago, IL 60606 Officer Service: Secretary and Associate
(9/9/56) Since 1988 General Counsel,
formerly, Vice
President of Nuveen
Investments, LLC;
Managing Director
(since 2002), Assistant
Secretary and Associate
General Counsel,
formerly, Vice
President of Nuveen
Asset Management;
Managing Director
(since 2004) and
Assistant Secretary
(since 1994) of Nuveen
Investments, Inc.;
Assistant Secretary of
NWQ Investment
Management Company, LLC
(since 2002); Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director,
Associate General
Counsel and Assistant
Secretary of
Rittenhouse Asset
Management, Inc. and
Symphony Asset
Management LLC (since
2003); Assistant
Secretary, Santa
Barbara Asset
Management 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.
24
----------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
----------------------------------------------------------------------------------------
Julia L. Antonatos Vice President Term: Annual Managing Director 165
333 West Wacker Drive Length of (since 2005), formerly,
Chicago, IL 60606 Service: Vice President,
(9/22/63) Since 2004 formerly, Assistant
Vice President of
Nuveen Investments,
LLC; Chartered
Financial Analyst.
Michael T. Atkinson Vice President Term: Annual Vice President (since 165
333 West Wacker Drive and Assistant Length of 2002), formerly
Chicago, IL 60606 Secretary Service: Assistant Vice
(2/3/66) Since 2002 President, formerly,
Associate of Nuveen
Investments, LLC.
Peter H. D'Arrigo Vice President Term: Annual Vice President and 165
333 West Wacker Drive and Treasurer Length of Treasurer (since 1999)
Chicago, IL 60606 Service: of Nuveen Investments,
(11/28/67) Since 1999 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;
formerly, Vice
President and Treasurer
(from 1999 to 2004) of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.(2); Chartered
Financial Analyst.
25
----------------------------------------------------------------------------------------
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 N. Desmond Vice President Term: Annual Vice President, 165
333 West Wacker Drive Length of Director of Investment
Chicago, IL 60606 Service: Operations, Nuveen
(8/24/61) Since 2005 Investments, LLC (since
2005); formerly,
Director, Business
Manager, Deutsche Asset
Management (2003-2004);
formerly, Director,
Business Development
and Transformation,
Deutsche Trust Bank
Japan (2002-2003);
formerly, Senior Vice
President, Head of
Investment Operations
and Systems, Scudder
Investments Japan,
(2000-2002); formerly,
Senior Vice President,
Head of Plan
Administration and
Participant Services,
Scudder Investments
(1995-2002).
Jessica R. Droeger Vice President Term: Annual Vice President (since 165
333 West Wacker Drive and Secretary Length of 2002) and Assistant
Chicago, IL 60606 Service: General Counsel (since
(9/24/64) Since 1998 1998), formerly,
Assistant Vice
President of Nuveen
Investments, LLC; Vice
President and Assistant
Secretary (since 2005)
of Nuveen Asset
Management; Vice
President (from 2002 to
2004) and Assistant
Secretary (from 1998 to
2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
26
----------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------
Lorna C. Ferguson Vice President Term: Annual Managing Director 165
333 West Wacker Drive Length of (since 2004), formerly,
Chicago, IL 60606 Service: Vice President of
(10/24/45) Since 1998 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)
William M. Fitzgerald Vice President Term: Annual Managing Director of 165
333 West Wacker Drive Length of Nuveen Asset Management
Chicago, IL 60606 Service: (since 2001); Vice
(3/2/64) Since 1995 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.
Stephen D. Foy Vice President Term: Annual Vice President (since 165
333 West Wacker Drive and Controller Length of 1993) and Funds
Chicago, IL 60606 Service: Controller (since 1998)
(5/31/54) Since 1993 of Nuveen Investments,
LLC; Vice President
(since 1998), formerly,
Funds Controller of
Nuveen Investments,
Inc.; Certified Public
Accountant.
27
----------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
----------------------------------------------------------------------------------------
James D. Grassi Vice President Term: Annual Vice President and 165
333 West Wacker Drive and Chief Length of Deputy Director of
Chicago, IL 60606 Compliance Service: Compliance (since 2004)
(4/13/56) Officer Since 2004 of Nuveen Investments,
LLC, Nuveen Investments
Advisers Inc., Nuveen
Asset Management and
Rittenhouse Asset
Management, Inc.;
formerly, Vice
President and Deputy
Director of Compliance
(2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2);
formerly, Senior
Attorney (1994 to
2004), The Northern
Trust Company.
David J. Lamb Vice President Term: Annual Vice President of 165
333 West Wacker Drive Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: (since 2000); Certified
(3/22/63) Since 2000 Public Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of 165
333 West Wacker Drive Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: (since 1999).
(8/27/61) Since 2002
28
----------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
----------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, 165
333 West Wacker Drive and Assistant Length of Assistant Secretary and
Chicago, IL 60606 Secretary Service: Assistant General
(7/27/51) Since 1988 Counsel of Nuveen
Investments, LLC; Vice
President, Assistant
General Counsel and
Assistant Secretary of
Nuveen Investments,
Inc.; Vice President
(since 2005) and
Assistant Secretary
(since 1997) of Nuveen
Asset Management; Vice
President (since 2000),
Assistant Secretary and
Assistant General
Counsel (since 1998) of
Rittenhouse Asset
Management, Inc.; Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Secretary of
NWQ Investment
Management Company, LLC
(since 2002) and
Symphony Asset
Management LLC (since
2003); formerly, Vice
President and Assistant
Secretary of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
----------------------------------------------------------------------------------------
(1) Length of Service indicates the year the individual became an officer of a
fund in the Nuveen fund complex.
(2) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were
reorganized into Nuveen Asset Management, effective January 1, 2005.
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, and (2) the
quality and integrity of the Funds' financial statements, and (3) the
independent registered public accounting firm's qualifications, performance and
independence. In its oversight capacity, the committee reviews each Fund's
annual financial statements with both management and the independent registered
public accounting firm and the committee meets periodically with the independent
registered public accounting firm and internal auditors to consider their
evaluation of each Fund's financial and internal
29
controls. The committee also selects, retains, evaluates and may replace each
Fund's independent registered public accounting firm. The committee is currently
composed of five Board Members and operates under a written charter adopted and
approved by each Board, a copy of which is attached as Appendix A. Each
committee member meets the independence and experience requirements, as
applicable, of the New York Stock Exchange, American Stock Exchange, Section 10A
of the Securities Exchange Act of 1934 and the rules and regulations of the
Securities and Exchange Commission.
The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent registered public accounting firm. The
committee has also reviewed and discussed the audited financial statements with
management. Management has represented to the independent registered public
accounting firm that each Fund's financial statements were prepared in
accordance with generally accepted accounting principles. The committee has also
discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards ("SAS") No. 61
(Communication with Audit Committees), as amended by SAS No. 90 (Audit Committee
Communications). Each Fund's independent registered public accounting firm
provided to the committee the written disclosure required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the committee discussed with representatives of the independent registered
public accounting firm their firm's independence. As provided in the Audit
Committee Charter, it is not the committee's responsibility to determine, and
the considerations and discussions referenced above do not ensure, that each
Fund's financial statements are complete and accurate and presented in
accordance with generally accepted accounting principles.
Based on the committee's review and discussions with management and the
independent registered public accounting firm, the representations of management
and the report of the independent registered public accounting firm to the
committee, the committee has recommended that the Boards include the audited
financial statements in each Fund's Annual Report.
The members of the committee are:
Robert P. Bremner
Lawrence H. Brown
Jack B. Evans
William J. Schneider
Eugene S. Sunshine
30
AUDIT AND RELATED FEES. The following tables provide the aggregate fees billed
by Ernst & Young LLP during each Fund's last two fiscal years for engagements
directly related to the operations and financial reporting of each Fund,
including those relating (i) to each Fund for services provided to the Fund and
(ii) to the Adviser and certain entities controlling, controlled by, or under
common control with the Adviser that provide ongoing services to each Fund
('Adviser Entities").
-----------------------------------------------------------------------------------------------------------------
AUDIT FEES(1)
FUND AUDIT RELATED FEES(2) TAX FEES(3)
----------------- ----------------------------------- ---------------
ADVISER AND
FUND FUND ADVISER ENTITIES FUND
----------------- --------------- ----------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005 2004 2005
-----------------------------------------------------------------------------------------------------------------
Municipal Value $48,562 $51,752 $0 $0 $0 $0 $ 364 $ 619
Municipal Income 7,286 7,729 0 0 0 0 364 410
Premium Income 38,408 40,369 0 0 0 0 364 566
Performance Plus 36,891 38,788 0 0 0 0 364 559
Municipal Advantage 28,493 30,029 0 0 0 0 364 516
Municipal Market Opportunity 29,423 30,822 0 0 0 0 364 520
Investment Quality 24,701 25,808 0 0 0 0 364 497
Insured Quality 25,809 26,968 0 0 0 0 364 502
Select Quality 23,287 24,564 0 0 0 0 364 490
Quality Income 33,833 35,729 0 0 0 0 364 544
Insured Municipal Opportunity 49,233 51,443 0 0 0 0 364 619
Premier Municipal 15,918 16,612 0 0 0 0 364 453
Premier Insured 15,829 16,517 0 0 0 0 364 452
Premium Income 2 27,064 28,383 0 0 0 0 364 509
Premium Income 4 25,686 27,106 0 0 0 0 364 503
Insured Premium Income 2 23,276 24,344 0 0 0 0 364 490
Dividend Advantage 25,386 26,714 0 0 0 0 364 1,416
Dividend Advantage 2 20,403 21,675 0 0 0 0 4,131 1,340
Dividend Advantage 3 25,825 27,440 0 0 0 0 5,496 1,445
Insured Dividend Advantage 20,940 21,890 0 0 0 0 4,285 1,356
Insured Tax-Free Advantage 14,746 15,435 0 0 0 0 2,740 947
Municipal High Income 16,207 17,462 0 0 0 0 0 456
-----------------------------------------------------------------------------------------------------------------
-------------------------------------- ------------------------------------------------------
TAX FEES(3) ALL OTHER FEES(4)
---------------- -----------------------------------
ADVISER AND ADVISER AND
ADVISER ENTITIES FUND ADVISER ENTITIES
---------------- --------------- -----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005
-------------------------------------- ------------------------------------------------------
Municipal Value $0 $2,200 $ 0 $ 0 $0 $0
Municipal Income 0 2,200 0 0 0 0
Premium Income 0 2,200 2,550 2,750 0 0
Performance Plus 0 2,200 2,550 2,750 0 0
Municipal Advantage 0 2,200 2,550 2,750 0 0
Municipal Market Opportunity 0 2,200 2,550 2,750 0 0
Investment Quality 0 2,200 2,550 2,750 0 0
Insured Quality 0 2,200 2,550 2,750 0 0
Select Quality 0 2,200 2,550 2,750 0 0
Quality Income 0 2,200 2,550 2,750 0 0
Insured Municipal Opportunity 0 2,200 2,550 2,750 0 0
Premier Municipal 0 2,200 2,550 2,750 0 0
Premier Insured 0 2,200 2,550 2,750 0 0
Premium Income 2 0 2,200 2,550 2,750 0 0
Premium Income 4 0 2,200 2,550 2,750 0 0
Insured Premium Income 2 0 2,200 2,550 2,750 0 0
Dividend Advantage 0 2,200 2,550 2,750 0 0
Dividend Advantage 2 0 2,200 2,550 2,750 0 0
Dividend Advantage 3 0 2,200 2,550 2,750 0 0
Insured Dividend Advantage 0 2,200 2,550 2,750 0 0
Insured Tax-Free Advantage 0 2,200 2,550 2,750 0 0
Municipal High Income 0 2,200 1,625 650 0 0
------------------------------------------------------------------------------------------------------
(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of the Fund's annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and are not reported under "Audit Fees."
(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning. Amounts reported for each
respective Fund under the column heading "Adviser and Adviser Entities"
represents amounts billed to the Adviser exclusively for the preparation of
the Fund's tax return, the cost of which is borne by the Adviser. In the
aggregate, for all Nuveen funds for which Ernst & Young LLP serves as
independent registered public accounting firm, these fees amounted to
$282,575.
(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
31
-----------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
------------------ ------------------------------------ ----------------------------------------
ADVISER AND ADVISER AND
FUND FUND ADVISER ENTITIES FUND ADVISER ENTITIES
------------------ ---------------- ---------------- ---------------- --------------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2005 2006 2005 2006 2005 2006 2005 2006 2005 2006
-----------------------------------------------------------------------------------------------------------------------------
Select Maturities $ 8,652 $ 9,192 $0 $0 $0 $0 $409 $405 $ 2,200 $ 2,200
Select Portfolio 11,296 12,030 0 0 0 0 417 410 2,200 2,200
Select Portfolio 2 11,614 12,400 0 0 0 0 418 410 2,200 2,200
Select Portfolio 3 10,008 10,680 0 0 0 0 413 407 2,200 2,200
California Portfolio 7,814 8,327 0 0 0 0 407 404 2,200 2,200
New York Portfolio 6,991 7,432 0 0 0 0 404 402 2,200 2,200
-----------------------------------------------------------------------------------------------------------------------------
--------------------- ------------------------------------
ALL OTHER FEES(4)
------------------------------------
ADVISER AND
FUND ADVISER ENTITIES
---------------- ----------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2005 2006 2005 2006
--------------------- ------------------------------------
Select Maturities $0 $0 $0 $0
Select Portfolio 0 0 0 0
Select Portfolio 2 0 0 0 0
Select Portfolio 3 0 0 0 0
California Portfolio 0 0 0 0
New York Portfolio 0 0 0 0
------------------------------------------------------------------
(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of the Fund's annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and are not reported under "Audit Fees."
(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning. Amounts reported for each
respective Fund under the column heading "Adviser and Adviser Entities"
represents amounts billed to the Adviser exclusively for the preparation of
the Fund's tax return, the cost of which is borne by the Adviser. In the
aggregate, for all Nuveen funds for which Ernst & Young LLP serves as
independent registered public accounting firm, these fees amounted to
$282,575.
(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
32
NON-AUDIT FEES. The following tables provide the aggregate non-audit fees billed
by Ernst & Young LLP for services rendered to each Fund, the Adviser and the
Adviser Entities during each Fund's last two fiscal years.
------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES BILLED TO
ADVISER AND ADVISER ENTITIES
(ENGAGEMENTS RELATED DIRECTLY TOTAL NON-AUDIT FEES BILLED TO
TOTAL NON-AUDIT FEES TO THE OPERATIONS AND ADVISER AND ADVISER ENTITIES
BILLED TO FUND FINANCIAL REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------------ ------------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005
------------------------------------------------------------------------------------------------------------------------
Municipal Value $ 364 $ 619 $0 $2,200 $0 $0
Municipal Income 364 410 0 2,200 0 0
Premium Income 2,914 3,316 0 2,200 0 0
Performance Plus 2,914 3,309 0 2,200 0 0
Municipal Advantage 2,914 3,266 0 2,200 0 0
Municipal Market
Opportunity 2,914 3,270 0 2,200 0 0
Investment Quality 2,914 3,247 0 2,200 0 0
Insured Quality 2,914 3,252 0 2,200 0 0
Select Quality 2,914 3,240 0 2,200 0 0
Quality Income 2,914 3,294 0 2,200 0 0
Insured Municipal
Opportunity 2,914 3,369 0 2,200 0 0
Premier Municipal 2,914 3,203 0 2,200 0 0
Premier Insured 2,914 3,202 0 2,200 0 0
Premium Income 2 2,914 3,259 0 2,200 0 0
Premium Income 4 2,914 3,253 0 2,200 0 0
Insured Premium Income 2 2,914 3,240 0 2,200 0 0
Dividend Advantage 2,914 4,166 0 2,200 0 0
Dividend Advantage 2 6,681 4,090 0 2,200 0 0
Dividend Advantage 3 8,046 4,195 0 2,200 0 0
Insured Dividend Advantage 6,835 4,106 0 2,200 0 0
Insured Tax-Free Advantage 5,254 3,697 0 2,200 0 0
Municipal High Income 1,625 1,106 0 2,200 0 0
------------------------------------------------------------------------------------------------------------------------
--------------------------- -------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2004 ENDED 2005
--------------------------- -------------------------
Municipal Value $ 364 $2,819
Municipal Income 364 2,610
Premium Income 2,914 5,516
Performance Plus 2,914 5,509
Municipal Advantage 2,914 5,466
Municipal Market
Opportunity 2,914 5,470
Investment Quality 2,914 5,447
Insured Quality 2,914 5,452
Select Quality 2,914 5,440
Quality Income 2,914 5,494
Insured Municipal
Opportunity 2,914 5,569
Premier Municipal 2,914 5,403
Premier Insured 2,914 5,402
Premium Income 2 2,914 5,459
Premium Income 4 2,914 5,453
Insured Premium Income 2 2,914 5,440
Dividend Advantage 2,914 6,366
Dividend Advantage 2 6,681 6,290
Dividend Advantage 3 8,046 6,395
Insured Dividend Advantage 6,835 6,306
Insured Tax-Free Advantage 5,254 5,897
Municipal High Income 1,625 3,306
------------------------------------------------------------------
33
------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES BILLED TO
ADVISER AND ADVISER ENTITIES
(ENGAGEMENTS RELATED DIRECTLY TOTAL NON-AUDIT FEES BILLED TO
TOTAL NON-AUDIT FEES TO THE OPERATIONS AND ADVISER AND ADVISER ENTITIES
BILLED TO FUND FINANCIAL REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------------ ------------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006
------------------------------------------------------------------------------------------------------------------------
Select Maturities $409 $405 $2,200 $2,200 $0 $0
Select Portfolio 417 410 2,200 2,200 0 0
Select Portfolio 2 418 410 2,200 2,200 0 0
Select Portfolio 3 413 407 2,200 2,200 0 0
California Portfolio 407 404 2,200 2,200 0 0
New York Portfolio 404 402 2,200 2,200 0 0
------------------------------------------------------------------------------------------------------------------------
--------------------------- -------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2005 ENDED 2006
--------------------------- -------------------------
Select Maturities $2,609 $2,605
Select Portfolio 2,617 2,610
Select Portfolio 2 2,618 2,610
Select Portfolio 3 2,613 2,607
California Portfolio 2,607 2,604
New York Portfolio 2,604 2,602
------------------------------------------------------------------
34
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent registered public accounting
firm's engagements (i) with the Fund for audit or non-audit services and (ii)
with the Adviser and Adviser Entities for non-audit services if the engagement
relates directly to the operations and financial reporting of the Fund.
Regarding tax and research projects conducted by the independent registered
public accounting firm for each Fund and the Adviser and Adviser Entities (with
respect to the operations and financial reporting of each Fund), such
engagements will be (i) pre-approved by the audit committee if they are expected
to be for amounts greater than $10,000; (ii) reported to the audit committee
chairman for his verbal approval prior to engagement if they are expected to be
for amounts under $10,000 but greater than $5,000; and (iii) reported to the
audit committee at the next audit committee meeting if they are expected to be
for an amount under $5,000.
For engagements with Ernst & Young LLP entered into on or after May 6, 2003, the
audit committee approved in advance all audit services and non-audit services
that Ernst & Young LLP 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 Ernst & Young LLP to each Fund or the Adviser
or Adviser Entities were pre-approved by the audit committee pursuant to the
pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X.
ADDITIONAL INFORMATION
APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Board has appointed Ernst & Young LLP as independent registered public
accounting firm to audit the books and records of each Fund for its fiscal year.
A representative of Ernst & Young LLP will be present at the Annual Meetings to
make a statement, if such representative so desires, and to respond to
shareholders' questions. Ernst & Young LLP has informed each Fund that it has no
direct or indirect material financial interest in the Funds, Nuveen, the Adviser
or any other investment company sponsored by Nuveen.
SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board
Members and officers, the Adviser, affiliated persons of the Adviser and persons
who own more than 10% of a registered class of a Fund's equity securities to
file forms reporting their affiliation with that Fund and reports of ownership
and changes in ownership of that Fund's shares with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange or American Stock
Exchange, as applicable. These persons and entities are required by SEC
regulation to furnish the Funds with copies of all Section 16(a) forms they
file. Based on a review of these forms furnished to each Fund, each Fund
believes that its Board Members and officers, investment adviser and affiliated
persons of the investment adviser have complied with all applicable Section
16(a) filing requirements during its last fiscal year. To the knowledge of
management of the Funds, no shareholder of a Fund owns more than 10% of a
registered class of a Fund's equity securities.
35
INFORMATION ABOUT THE ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves
as investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Founded in
1898, Nuveen and its affiliates had $145 billion of assets under management as
of March 31, 2006. Nuveen is a publicly-traded company and is listed on the New
York Stock Exchange and trades under the symbol "JNC".
SHAREHOLDER PROPOSALS
To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2007, a shareholder proposal submitted pursuant to Rule
14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West
Wacker Drive, Chicago, Illinois 60606, not later than February 28, 2007. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must,
pursuant to each Fund's By-Laws, submit such written notice to the Fund not
later than May 14, 2007 or prior to April 29, 2007. Timely submission of a
proposal does not mean that such proposal will be included in a proxy statement.
SHAREHOLDER COMMUNICATIONS
Fund shareholders who want to communicate with the Board or any individual Board
Member should write 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 note the fund or
funds that you own. 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 and so indicates it will be sent to
the Lead Independent Director 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 will be paid by the Funds pro rata based on the
number of shareholder accounts. Additional solicitation may be made by letter or
telephone by officers or employees of Nuveen or the Adviser, or by dealers and
their representatives.
FISCAL YEAR
The last fiscal year end for each Fund (except Select Maturities, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New
York Portfolio) was October 31, 2005. The last fiscal year end for Select
Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California
Portfolio and New York Portfolio was March 31, 2006.
ANNUAL REPORT DELIVERY
Annual reports will be sent to shareholders of record of each Fund following
each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of
its annual report and/or semi-annual report as available upon request. Such
written or oral requests should be
36
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 Annual Meetings. However,
if other matters are properly presented to the Annual 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 Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to the proposal if they
determine that adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Fund's By-Laws, an adjournment of
a meeting requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Jessica R. Droeger
Vice President and Secretary
June 28, 2006
37
APPENDIX A
NUVEEN FUND BOARD
AUDIT COMMITTEE CHARTER
JANUARY 26, 2006
I. ORGANIZATION AND MEMBERSHIP
There shall be a committee of each Board of Directors/Trustees (the "Board") of
the Nuveen Management Investment Companies (the "Funds" or, individually, a
"Fund") to be known as the Audit Committee. The Audit Committee shall be
comprised of at least three Directors/ Trustees. Audit Committee members shall
be independent of the Funds and free of any relationship that, in the opinion of
the Directors/Trustees, would interfere with their exercise of independent
judgment as an Audit Committee member. In particular, each member must meet the
independence and experience requirements applicable to the Funds of the New York
Stock Exchange, the American Stock Exchange, Section 10a of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Each such member of the
Audit Committee shall have a basic understanding of finance and accounting, be
able to read and understand fundamental financial statements, and be financially
literate, and at least one such member shall have accounting or related
financial management expertise, in each case as determined by the
Directors/Trustees, exercising their business judgment (this person may also
serve as the Audit Committee's "financial expert" as defined by the Commission).
The Board shall appoint the members and the Chairman of the Audit Committee, on
the recommendation of the Nominating and Governance Committee. The Audit
Committee shall meet periodically but in any event no less frequently than on a
semi-annual basis. Except for the Funds, Audit Committee members shall not serve
simultaneously on the audit committees of more than two other public companies.
II. STATEMENT OF POLICY, PURPOSE AND PROCESSES
The Audit Committee shall assist the Board in oversight and monitoring of (1)
the accounting and reporting policies, processes and practices, and the audits
of the financial statements, of the Funds; (2) the quality and integrity of the
financial statements of the Funds; (3) the Funds' compliance with legal and
regulatory requirements, (4) the independent auditors' qualifications,
performance and independence; and (5) oversight of the Pricing Procedures of the
Funds and the Valuation Group. In exercising this oversight, the Audit Committee
can request other committees of the Board to assume responsibility for some of
the monitoring as long as the other committees are composed exclusively of
independent directors.
In doing so, the Audit Committee shall seek to maintain free and open means of
communication among the Directors/Trustees, the independent auditors, the
internal auditors and the management of the Funds. The Audit Committee shall
meet periodically with Fund management, the Funds' internal auditor, and the
Funds' independent auditors, in separate executive sessions. The Audit Committee
shall prepare reports of the Audit Committee as required by the Commission to be
included in the Fund's annual proxy statements or otherwise.
A-1
The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit Committee for compensation to independent
auditors engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for a Fund, compensation to
advisers employed by the Audit Committee, and ordinary administrative expenses
of the Audit Committee that are necessary or appropriate in carrying out its
duties, as determined in its discretion. The Audit Committee may request any
officer or employee of Nuveen Investments, Inc. (or its affiliates)
(collectively, "Nuveen") or the Funds' independent auditors or outside counsel
to attend a meeting of the Audit Committee or to meet with any members of, or
consultants to, the Audit Committee. The Funds' independent auditors and
internal auditors shall have unrestricted accessibility at any time to Committee
members.
RESPONSIBILITIES
Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. Each independent auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest services
for the Funds shall report directly to the Audit Committee. The independent
auditors are ultimately accountable to the Board and the Audit Committee. It is
the ultimate responsibility of the Audit Committee to select, appoint, retain,
evaluate, oversee and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required. These Audit
Committee responsibilities may not be delegated to any other Committee or the
Board.
The Audit Committee is responsible for the following:
WITH RESPECT TO FUND FINANCIAL STATEMENTS:
1. Reviewing and discussing the annual audited financial statements and
semi-annual financial statements with Fund management and the
independent auditors including major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures in its
periodic reports under "Management's Discussion and Analysis."
2. Requiring the independent auditors to deliver to the Chairman of the
Audit Committee a timely report on any issues relating to the
significant accounting policies, management judgments and accounting
estimates or other matters that would need to be communicated under
Statement on Auditing Standards (sas) No. 90, Audit Committee
Communications (which amended sas No. 61, Communication with Audit
Committees), that arise during the auditors' review of the Funds'
financial statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as deemed
necessary or appropriate in the Chairman's judgment.
3. Discussing with management the Funds' press releases regarding financial
results and dividends, as well as financial information and earnings
guidance provided to analysts and rating agencies. This discussion may
be done generally, consisting of
A-2
discussing the types of information to be disclosed and the types of
presentations to be made. The Chairman of the Audit Committee shall be
authorized to have these discussions with management on behalf of the
Audit Committee.
4. Discussing with management and the independent auditors (a) significant
financial reporting issues and judgments made in connection with the
preparation and presentation of the Funds' financial statements,
including any significant changes in the Funds' selection or application
of accounting principles and any major issues as to the adequacy of the
Funds' internal controls and any special audit steps adopted in light of
material control deficiencies; and (b) analyses prepared by Fund
management and/or the independent auditor setting forth significant
financial reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of the
effects of alternative gaap methods on the financial statements.
5. Discussing with management and the independent auditors the effect of
regulatory and accounting initiatives on the Funds' financial
statements.
6. Reviewing and discussing reports, both written and oral, from the
independent auditors and/or Fund management regarding (a) all critical
accounting policies and practices to be used; (b) all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with management, ramifications of
the use of such alternative treatments and disclosures, and the
treatment preferred by the independent auditors; and (c) other material
written communications between the independent auditors and management,
such as any management letter or schedule of unadjusted differences.
7. Discussing with Fund management the Funds' major financial risk
exposures and the steps management has taken to monitor and control
these exposures, including the Funds' risk assessment and risk
management policies and guidelines. In fulfilling its obligations under
this paragraph, the Audit Committee may review in a general manner the
processes other Board committees have in place with respect to risk
assessment and risk management.
8. Reviewing disclosures made to the Audit Committee by the Funds'
principal executive officer and principal financial officer during their
certification process for the Funds' periodic reports about any
significant deficiencies in the design or operation of internal controls
or material weaknesses therein and any fraud involving management or
other employees who have a significant role in the Funds' internal
controls. In fulfilling its obligations under this paragraph, the Audit
Committee may review in a general manner the processes other Board
committees have in place with respect to deficiencies in internal
controls, material weaknesses, or any fraud associated with internal
controls.
WITH RESPECT TO THE INDEPENDENT AUDITORS:
1. Selecting, appointing, retaining or replacing the independent auditors,
subject, if applicable, only to Board and shareholder ratification; and
compensating, evaluating and overseeing the work of the independent
auditor (including the resolution of disagreements between Fund
management and the independent auditor regarding financial reporting).
A-3
2. Meeting with the independent auditors and Fund management to review the
scope, fees, audit plans and staffing for the audit, for the current
year. At the conclusion of the audit, reviewing such audit results,
including the independent auditors' evaluation of the Funds' financial
and internal controls, any comments or recommendations of the
independent auditors, any audit problems or difficulties and
management's response, including any restrictions on the scope of the
independent auditor's activities or on access to requested information,
any significant disagreements with management, any accounting
adjustments noted or proposed by the auditor but not made by the Fund,
any communications between the audit team and the audit firm's national
office regarding auditing or accounting issues presented by the
engagement, any significant changes required from the originally planned
audit programs and any adjustments to the financial statements
recommended by the auditors.
3. Pre-approving all audit services and permitted non-audit services, and
the terms thereof, to be performed for the Funds by their independent
auditors, subject to the de minimis exceptions for non-audit services
described in Section 10a of the Exchange Act that the Audit Committee
approves prior to the completion of the audit, in accordance with any
policies or procedures relating thereto as adopted by the Board or the
Audit Committee. The Chairman of the Audit Committee shall be authorized
to give pre-approvals of such non-audit services on behalf of the Audit
Committee.
4. Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may be
amended, restated, modified or replaced) regarding (a) the independent
auditor's internal quality-control procedures; (b) any material issues
raised by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years, respecting
one or more independent audits carried out by the firm; (c) any steps
taken to deal with any such issues; and (d) all relationships between
the independent auditor and the Funds and their affiliates, in order to
assist the Audit committee in assessing the auditor's independence.
After reviewing the foregoing report[s] and the independent auditor's
work throughout the year, the Audit Committee shall be responsible for
evaluating the qualifications, performance and independence of the
independent auditor and their compliance with all applicable
requirements for independence and peer review, and a review and
evaluation of the lead partner, taking into account the opinions of Fund
management and the internal auditors, and discussing such reports with
the independent auditors. The Audit Committee shall present its
conclusions with respect to the independent auditor to the Board.
5. Reviewing any reports from the independent auditors mandated by Section
10a(b) of the Exchange Act regarding any illegal act detected by the
independent auditor (whether or not perceived to have a material effect
on the Funds' financial statements) and obtaining from the independent
auditors any information about illegal acts in accordance with Section
10a(b).
6. Ensuring the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible
for reviewing the audit
A-4
as required by law, and further considering the rotation of the
independent auditor firm itself.
7. Establishing and recommending to the Board for ratification policies for
the Funds', Fund management or the Fund adviser's hiring of employees or
former employees of the independent auditor who participated in the
audits of the Funds.
8. Taking, or recommending that the Board take, appropriate action to
oversee the independence of the outside auditor.
WITH RESPECT TO ANY INTERNAL AUDITOR:
1. Reviewing the proposed programs of the internal auditor for the coming
year. It is not the obligation or responsibility of the Audit Committee
to confirm the independence of any Nuveen internal auditors performing
services relating to the Funds or to approve any termination or
replacement of the Nuveen Manager of Internal Audit.
2. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed internal
audit plan for the Funds, with explanations for significant deviations
from the original plan.
WITH RESPECT TO PRICING AND VALUATION OVERSIGHT:
1. The Board has responsibilities regarding the pricing of a Fund's
securities under the 1940 Act. The Board has delegated this
responsibility to the Committee to address valuation issues that arise
between Board meetings, subject to the Board's general supervision of
such actions. The Committee is primarily responsible for the oversight
of the Pricing Procedures and actions taken by the internal Valuation
Group ("Valuation Matters"). The Valuation Group will report on
Valuation Matters to the Committee and/or the Board of
Directors/Trustees, as appropriate.
2. Performing all duties assigned to it under the Funds' Pricing
Procedures, as such may be amended from time to time.
3. Periodically reviewing and making recommendations regarding
modifications to the Pricing Procedures as well as consider
recommendations by the Valuation Group regarding the Pricing Procedures.
4. Reviewing any issues relating to the valuation of a Fund's securities
brought to the Committee's attention, including suspensions in pricing,
pricing irregularities, price overrides, self-pricing, nav errors and
corrections thereto, and other pricing matters. In this regard, the
Committee should consider the risks to the Funds in assessing the
possible resolutions of these Valuation Matters.
5. Evaluating, as it deems necessary or appropriate, the performance of any
pricing agent and recommend changes thereto to the full Board.
6. Reviewing any reports or comments from examinations by regulatory
authorities relating to Valuation Matters of the Funds and consider
management's responses to any such comments and, to the extent the
Committee deems necessary or appropriate, propose to management and/or
the full Board the modification of the Fund's policies and procedures
relating to such matters. The Committee, if deemed necessary or
desirable, may also meet with regulators.
A-5
7. Meeting with members of management of the Funds, outside counsel, or
others in fulfilling its duties hereunder, including assessing the
continued appropriateness and adequacy of the Pricing Procedures,
eliciting any recommendations for improvements of such procedures or
other Valuation Matters, and assessing the possible resolutions of
issues regarding Valuation Matters brought to its attention.
8. Performing any special review, investigations or oversight
responsibilities relating to Valuation as requested by the Board of
Directors/Trustees.
9. Investigating or initiating an investigation of reports of improprieties
or suspected improprieties in connection with the Fund's policies and
procedures relating to Valuation Matters not otherwise assigned to
another Board committee.
OTHER RESPONSIBILITIES:
1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
adviser's counsel and independent counsel to the Board legal matters
that may have a material impact on the Fund's financial statements or
compliance policies.
2. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.
3. Reviewing with the independent auditors, with any internal auditor and
with Fund management, the adequacy and effectiveness of the accounting
and financial controls of the Funds, and eliciting any recommendations
for the improvement of internal control procedures or particular areas
where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose payments, transactions or procedures that might be
deemed illegal or otherwise improper.
4. Reviewing the reports of examinations by regulatory authorities as they
relate to financial statement matters.
5. Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that raises
material issues regarding the Funds' financial statements or accounting
policies.
6. Obtaining reports from management with respect to the Funds' policies
and procedures regarding compliance with applicable laws and
regulations.
7. Reporting regularly to the Board on the results of the activities of the
Audit Committee, including any issues that arise with respect to the
quality or integrity of the Funds' financial statements, the Funds'
compliance with legal or regulatory requirements, the performance and
independence of the Funds' independent auditors, or the performance of
the internal audit function.
8. Performing any special reviews, investigations or oversight
responsibilities requested by the Board.
9. Reviewing and reassessing annually the adequacy of this charter and
recommending to the Board approval of any proposed changes deemed
necessary or advisable by the Audit Committee.
10. Undertaking an annual review of the performance of the Audit Committee.
A-6
11. Establishing procedures for the receipt, retention and treatment of
complaints received by the Funds regarding accounting, internal
accounting controls or auditing matters, and the confidential, anonymous
submission of concerns regarding questionable accounting or auditing
matters by employees of Fund management, the investment adviser,
administrator, principal underwriter, or any other provider of accounting
related services for the Funds, as well as employees of the Funds.
Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.
A-7
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NUV0806
3 EASY WAYS TO VOTE YOUR PROXY
(NUVEEN INVESTMENTS LOGO) 1. Automated Touch Tone Voting: Call toll-free
1-888-221-0697 and follow the recorded
NUVEEN INVESTMENTS o 333 WEST WACKER DR. o CHICAGO IL 60606 instructions.
WWW.NUVEEN.COM 2. On the Internet at www.proxyweb.com, and follow
the simple instructions.
3. Sign, Date and Return this proxy card using the
enclosed postage-paid envelope.
999 999 999 999 99 <----
THIS PROXY IS SOLICITED BY THE BOARD
FUND NAME PRINTS HERE OF THE FUND FOR AN ANNUAL MEETING OF
COMMON STOCK SHAREHOLDERS, AUGUST 1, 2006
The Annual Meeting of shareholders will be held Tuesday, August 1, 2006 at 10:30
a.m. Central Time, in the Sixth Floor auditorium of The Northern Trust Company,
50 South LaSalle Street, Chicago, Illinois. At this meeting, you will be asked
to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Annual Meeting of shareholders to be held on August 1, 2006, or any adjournment
or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT (888)
221-0697 OR OVER THE INTERNET (www.proxyweb.com).
Date:
-----------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[ ]
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. IF SHARES ARE HELD
JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF
YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST
OR CORPORATION, PLEASE STATE YOUR TITLE OR
CAPACITY.
AUG - 06 - COM - MI - MM
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
FOR WITHHOLD
1. Election of Board Members: NOMINEES AUTHORITY
listed at left to vote for
Class II: CLASS III: (except as all nominees
(01) Robert P. Bremner (04) Judith M. Stockdale marked to listed at left
(02) Jack B. Evans the contrary)
(03) William J. Schneider
[ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE PROVIDED BELOW.)
--------------------------------------------------------------------------------
PLEASE SIGN ON REVERSE SIDE
AUG - 06 - COM - MI - MM