pre14a
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.   )
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Nuveen California Dividend Advantage Municipal Fund 2 (NVX)
 
(Name of Registrant as Specified In Its Charter)
 
 
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Important Notice to Fund Shareholders
 
OCTOBER 17, 2011
 
Although we recommend that you read the complete Joint Proxy Statement, for your convenience, we have provided a brief overview of the issues to be voted on.
 
Q. Why am I receiving this Joint Proxy Statement?
 
A. You are receiving this Joint Proxy Statement in connection with the annual shareholders meeting of the Nuveen closed-end funds listed at the top of the Notice of Annual Meeting of Shareholders (each a “Fund and collectively, the “Funds”). The following proposals will be considered:
 
  (i)  the election of board members for each Fund (the list of specific nominees is contained in the enclosed Joint Proxy Statement);
 
  (ii)  the elimination of the current fundamental investment policy and adoption of a new fundamental investment policy regarding the ability to make loans by each Affected Municipal Fund (as defined in the Joint Proxy Statement) in order to update and conform such Funds’ policies with other Nuveen closed-end municipal funds.
 
  (iii)  the elimination of certain fundamental investment policies and adoption of new fundamental investment policies for Nuveen California Investment Quality Municipal Fund, Inc. and Nuveen California Performance Plus Municipal Fund, Inc. in order to update and conform such Funds’ policies with other Nuveen closed-end municipal funds relating to municipal securities and below investment grade securities, derivatives and short sales and other investment companies.
 
Your Fund’s Board of Trustees/Directors (“Board”), including your Board’s independent members, unanimously recommends that you vote FOR each proposal.
 
Your vote is very important. We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. If enough shareholders don’t cast their votes, your Fund may not be able to hold its meeting or the vote on each issue, and will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.
 
Proposals Regarding New Fundamental Investment Policies
 
Q. Why are the funds proposing a change to their fundamental investment policies?
 
A. The proposals are part of a multi-year effort to ensure that all of Nuveen’s municipal bond closed-end funds have a uniform and up-to-date set of investment policies that reflect the evolution and changes in the municipal bond market that have emerged over the past 20 years. The proposed changes are part of a more comprehensive “best practices” initiative on behalf of the funds that began more than three years ago.
 
Nuveen’s municipal bond closed-end funds have been brought to market at different intervals over the course of more than 20 years, and reflect various policies and investment capabilities prevalent at the time of their creation. The investment policies of older fund’s generally do not reflect subsequent developments in the municipal market, including new types of securities and investment strategies. Consequently, many of Nuveen’s more recently offered municipal bond closed-end funds feature investment capabilities not uniformly enjoyed by older municipal bond closed-end funds. The


 

proposals set forth in the Proxy Statement are designed to provide those funds with the same portfolio management tools currently available to Nuveen’s more recently offered funds.
 
Proposal Regarding Fundamental Policy Relating to Loans.
 
Q. What are the potential benefits of the new fundamental investment policy relating to loans for common shareholders of the Affected Municipal Funds?
 
A. The proposed new fundamental investment policy would permit each Fund to make loans to the extent permitted by the securities laws. Among other things, this change is intended to provide each Affected Municipal Fund the flexibility to make loans in circumstances where a municipal issuer is in distress, if Nuveen Fund Advisors, Inc. believes that doing so would both:
 
  (i)  facilitate a timely workout of the issuer’s situation in a manner which benefits that Fund; and
 
  (ii)  be the best choice for reducing the likelihood or severity of loss on the Fund’s investment.
 
Q. Was there a particular catalyst or portfolio concern prompting the loan policy proposal?
 
A. This proposal is part of a broader policy initiative undertaken by Nuveen for the past several years. There are currently no identified credit situations within the complex where the use of this greater loan flexibility is intended or targeted. As stated in the Joint Proxy Statement, this policy change proposal reflects the broader intent to provide Nuveen’s municipal closed-end funds, including the Affected Municipal Funds, the same portfolio management flexibility already available to other funds with similar investment objectives within the Nuveen complex.
 
Q. Does the loan policy proposal reflect a growing concern on Nuveen’s part over the state of municipal issuers?
 
A. Nuveen’s portfolio management and research team is actively engaged in monitoring both macro issues impacting the municipal bond market as well as individual credit holdings held by the various Nuveen funds. The team regularly comments on the strength of the municipal bond market as well as provides in-depth research articles. Providing an Affected Municipal Fund with the option of making loans to help facilitate a timely workout of a distressed issuer’s situation merely provides the Fund with an additional tool to help preserve shareholder value, and, importantly, should not be viewed as a commentary on the state of the municipal bond market.
 
Q. Have the Nuveen municipal closed-end funds participated in loans to municipal issuers in the past?
 
A. Though such a loan situation in the municipal market is rare, it represents a more common workout practice in the corporate bond market. The most recent situation where a Nuveen fund with the flexibility to do so made a loan to an issuer facing a credit workout situation occurred approximately eight years ago. Since that time, a limited number of funds having a policy permitting the making of loans have considered doing so in particular workout situations, but ultimately determined to take other actions in pursuit of maximizing shareholder value.
 
Q. Is this proposal in response to any past or current municipal credit litigation?
 
A. This proposal is not related to any past or pending litigation.


 

 
Q. If approved, do you know when/if you plan to employ this option?
 
A. As stated in the Proxy Statement, this policy is designed to provide each fund the flexibility to make loans in circumstances where a municipal issuer is in distress if the adviser believes that doing so would both:
 
• facilitate a timely workout of the issuer’s situation in a manner that benefits the fund; and,
 
• is the best choice for reducing the likelihood or severity of loss on the fund’s investment.
 
Again, there are currently no identified credit situations within the complex where this option is intended or targeted.
 
Q. Will this option impact how the underlying bonds should be valued?
 
A. The funds will value a loan based on several factors that draw upon policies and procedures adopted and approved by the funds’ Board of Trustees/Directors that are able to value instruments issued in these types of situations. As with any investment, risks exist, and if the adviser is wrong, the valuation of a particular loan could be impacted and effect the value of the underlying bond held in the fund. However, we would not expect that any loans would constitute a meaningful portion of a fund’s total assets.
 
Proposal Regarding Other Changes to Fundamental Policies.
 
Q. What are the potential benefits of the new investment policies to common shareholders of the Nuveen California Investment Quality Fund, Inc. and Nuveen California Performance Plus Fund, Inc.?
 
The potential benefits to common shareholders of Nuveen California Investment Quality Municipal Fund, Inc. and Nuveen California Performance Plus Municipal Fund, Inc. from changes to investment policies relating to investments in municipal securities, below investment grade securities, other investment companies and derivatives, short sales and commodities include:
 
  (i)  enhanced ability of the Funds to generate attractive tax-free income while retaining their orientation on investment grade quality municipal securities;
 
  (ii)  increased flexibility in diversifying portfolio risks and managing duration (the sensitivity of bond prices to interest rate changes) to pursue the preservation of and possible growth of capital, which, if successful, will help to sustain and build net asset value; and
 
  (iii)  improved secondary market competitiveness that may lead to a higher relative market price and/or stronger premium/discount performance.
 
In addition, all funds registered under the Investment Company Act of 1940 are required to have a policy regarding investments in commodities. This category includes several types of investments, including certain types of derivative investments that have developed over time, and which a fund may potentially use as a means to enhance return, to hedge some of the risks of its investments in fixed income securities or as a substitute for a position in the underlying asset. The commodity and derivative policy changes stated in this Joint Proxy Statement seek to increase Nuveen Fund Advisors, Inc.’s flexibility to use derivatives in these ways in pursuit of fund investment objectives, which have not changed.


 

Conforming and updating these investment policies is intended to benefit common shareholders by increasing portfolio manager efficiency and flexibility to take advantage of a wide range of appropriate opportunities in the municipal bond markets in pursuit of the Fund’s investment objectives.
 
Q. What are the potential benefits of the new investment policies for preferred shareholders of the Nuveen California Investment Quality Municipal Fund, Inc. and Nuveen California Performance Plus Municipal Fund, Inc.?
 
A. The potential benefits to preferred shareholders are increased flexibility in diversifying portfolio risks and optimizing returns on current investments in order to pursue the preservation and possible growth of capital which, if successful, will help to sustain and build net asset value and therefore, asset coverage levels for preferred shares.
 
General
 
Q.   What actions are required in order to implement the new investment policies?
 
A. In order to implement the new investment policies and obtain the potential benefits described above, shareholders are being asked to approve the elimination of existing fundamental policies and the implementation of new replacement fundamental policies.
 
Q. What happens if shareholders do not approve the elimination of the fundamental investment policies and/or do not approve a new investment policy or policies?
 
A. The Fund will not be able to implement a new investment policy or policies as discussed above. The Fund would likely incur further expenses to solicit additional shareholder participation, and may experience potential disruptions to its investment operations. Each Fund’s Board urges you to vote without delay in order to avoid the potential for higher costs and/or disruptions to portfolio operations.
 
Q.   Who do I call if I have questions?
 
A. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Computershare Fund Services, your Fund’s proxy solicitor, at (866) 963-5818 weekdays during its business hours of 9:00 a.m. to 11:00 p.m. and Saturdays from 12:00 p.m. to 6:00 p.m. Eastern time. Please have your proxy materials available when you call.
 
Q. How do I vote my shares?
 
A. You can vote your shares by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. Alternatively, you may vote by telephone by calling the toll-free number on the proxy card or by computer by going to the Internet address provided on the proxy card and following the instructions, using your proxy card as a guide.
 
Q. Will anyone contact me?
 
A. You may receive a call from Computershare Fund Services, the proxy solicitor hired by your Fund, to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote your proxy.
 
We recognize the inconvenience of the proxy solicitation process and would not impose on you if we did not believe that the matters being proposed were important and in the best interests of the Funds. Once your vote has been registered with the proxy solicitor, your name will be removed from the solicitor’s follow-up contact list.


 

 
333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787
Notice of Annual Meeting
of Shareholders
November 15, 2011
 
October 17, 2011
 
Nuveen Floating Rate Income Fund (JFR)
Nuveen Floating Rate Income Opportunity Fund (JRO)
Nuveen Senior Income Fund (NSL)
Nuveen Tax-Advantaged Floating Rate Fund (JFP)
Nuveen Arizona Dividend Advantage Municipal Fund (NFZ)
Nuveen Arizona Dividend Advantage Municipal Fund 2 (NKR)
Nuveen Arizona Dividend Advantage Municipal Fund 3 (NXE)
Nuveen Arizona Premium Income Municipal Fund, Inc. (NAZ)
Nuveen California Dividend Advantage Municipal Fund (NAC)
Nuveen California Dividend Advantage Municipal Fund 2 (NVX)
Nuveen California Dividend Advantage Municipal Fund 3 (NZH, NZH PrC)
Nuveen California Investment Quality Municipal Fund, Inc. (NQC)
Nuveen California Municipal Market Opportunity Fund, Inc. (NCO)
Nuveen California Municipal Value Fund, Inc. (NCA)
Nuveen California Municipal Value 2 (NCB)
Nuveen California Performance Plus Municipal Fund, Inc. (NCP)
Nuveen California Premium Income Municipal Fund (NCU)
Nuveen California Quality Income Municipal Fund, Inc. (NUC)
Nuveen California Select Quality Municipal Fund, Inc. (NVC)
Nuveen Maryland Dividend Advantage Municipal Fund (NFM, NFM PrC)
Nuveen Maryland Dividend Advantage Municipal Fund 2 (NZR, NZR PrC)
Nuveen Maryland Dividend Advantage Municipal Fund 3 (NWI, NWI PrC)
Nuveen Maryland Premium Income Municipal Fund (NMY, NMY PrC)
Nuveen Massachusetts Dividend Advantage Municipal Fund (NMB, NMB PrC)
Nuveen Massachusetts Premium Income Municipal Fund (NMT, NMT PrC)
Nuveen Michigan Dividend Advantage Municipal Fund (NZW)
Nuveen Michigan Premium Income Municipal Fund, Inc. (NMP)
Nuveen Michigan Quality Income Municipal Fund, Inc. (NUM)
Nuveen Missouri Premium Income Municipal Fund (NOM)
Nuveen New Jersey Dividend Advantage Municipal Fund (NXJ)
Nuveen New Jersey Dividend Advantage Municipal Fund 2 (NUJ)
Nuveen New Jersey Investment Quality Municipal Fund, Inc. (NQJ)
Nuveen New Jersey Municipal Value Fund (NJV)
Nuveen New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen Ohio Dividend Advantage Municipal Fund (NXI)
Nuveen Ohio Dividend Advantage Municipal Fund 2 (NBJ)
Nuveen Ohio Dividend Advantage Municipal Fund 3 (NVJ)
Nuveen Ohio Quality Income Municipal Fund, Inc. (NUO)
Nuveen Pennsylvania Dividend Advantage Municipal Fund (NXM)
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 (NVY)
Nuveen Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen Pennsylvania Premium Income Municipal Fund 2 (NPY)
Nuveen Pennsylvania Municipal Value Fund (NPN)
Nuveen Texas Quality Income Municipal Fund (NTX)
Nuveen Virginia Dividend Advantage Municipal Fund (NGB, NGB PrC)


 

Nuveen Virginia Dividend Advantage Municipal Fund 2 (NNB, NNB PrC)
Nuveen Virginia Premium Income Municipal Fund (NPV, NPV PrC)
 
To the Shareholders of the Above Funds:
 
Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Nuveen Arizona Premium Income Municipal Fund, Inc. (“Arizona Premium Income”), Nuveen California Investment Quality Municipal Fund, Inc. (“California Investment Quality”), Nuveen California Municipal Market Opportunity Fund, Inc. (“California Market Opportunity”), Nuveen California Municipal Value Fund, Inc. (“California Value”), Nuveen California Performance Plus Municipal Fund, Inc. (“California Performance Plus”), Nuveen California Quality Income Municipal Fund, Inc. (“California Quality Income”), Nuveen California Select Quality Municipal Fund, Inc. (“California Select Quality”), Nuveen Michigan Premium Income Municipal Fund, Inc. (“Michigan Premium Income”), Nuveen Michigan Quality Income Municipal Fund, Inc. (“Michigan Quality Income”), Nuveen New Jersey Investment Quality Municipal Fund, Inc. (“New Jersey Investment Quality”), Nuveen New Jersey Premium Income Municipal Fund, Inc. (“New Jersey Premium Income”) and Nuveen Ohio Quality Income Municipal Fund, Inc. (“Ohio Quality Income”), each a Minnesota corporation (each a “Minnesota Fund” and collectively, the “Minnesota Funds”), and Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Income Opportunity”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Tax-Advantaged Floating Rate Fund (“Tax-Advantaged Floating Rate”), Nuveen Arizona Dividend Advantage Municipal Fund (“Arizona Dividend Advantage”), Nuveen Arizona Dividend Advantage Municipal Fund 2 (“Arizona Dividend Advantage 2”), Nuveen Arizona Dividend Advantage Municipal Fund 3 (“Arizona Dividend Advantage 3”), Nuveen California Dividend Advantage Municipal Fund (“California Dividend Advantage”), Nuveen California Dividend Advantage Municipal Fund 2 (“California Dividend Advantage 2”), Nuveen California Dividend Advantage Municipal Fund 3 (“California Dividend Advantage 3”), Nuveen California Municipal Value 2 (“California Value 2”), Nuveen California Premium Income Municipal Fund (“California Premium Income”), Nuveen Maryland Dividend Advantage Municipal Fund (“Maryland Dividend Advantage”), Nuveen Maryland Dividend Advantage Municipal Fund 2 (“Maryland Dividend Advantage 2”), Nuveen Maryland Dividend Advantage Municipal Fund 3 (“Maryland Dividend Advantage 3”), Nuveen Maryland Premium Income Municipal Fund (“Maryland Premium Income”), Nuveen Massachusetts Dividend Advantage Municipal Fund (“Massachusetts Dividend Advantage”), Nuveen Massachusetts Premium Income Municipal Fund (“Massachusetts Premium Income”), Nuveen Michigan Dividend Advantage Municipal Fund (“Michigan Dividend Advantage”), Nuveen Missouri Premium Income Municipal Fund (“Missouri Premium Income”), Nuveen New Jersey Dividend Advantage Municipal Fund (“New Jersey Dividend Advantage”), Nuveen New Jersey Dividend Advantage Municipal Fund 2 (“New Jersey Dividend Advantage 2”), Nuveen New Jersey Municipal Value Fund (“New Jersey Value”), Nuveen Ohio Dividend Advantage Municipal Fund (“Ohio Dividend Advantage”), Nuveen Ohio Dividend Advantage Municipal Fund 2 (“Ohio Dividend Advantage 2”), Nuveen Ohio Dividend Advantage Municipal Fund 3 (“Ohio Dividend Advantage 3”), Nuveen Pennsylvania Municipal Value Fund (“Pennsylvania Value”), Nuveen Pennsylvania Dividend Advantage Municipal Fund (“Pennsylvania Dividend Advantage”), Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 (“Pennsylvania Dividend Advantage 2”), Nuveen Pennsylvania Investment Quality Municipal Fund (“Pennsylvania Investment Quality”), Nuveen Pennsylvania Premium Income Municipal Fund 2 (“Pennsylvania Premium Income 2”), Nuveen Texas Quality Income Municipal Fund (“Texas Quality Income”), Nuveen Virginia Dividend Advantage Municipal Fund (“Virginia Dividend Advantage”), Nuveen Virginia Dividend Advantage Municipal Fund 2 (“Virginia Dividend Advantage 2”) and Nuveen Virginia Premium Income Municipal Fund (“Virginia Premium Income”), each a Massachusetts business trust (each a “Massachusetts Fund” and


 

collectively, the “Massachusetts Funds”) (the Minnesota Funds and Massachusetts Funds are each, a “Fund” and collectively, the “Funds”), will be held in the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Tuesday, November 15, 2011, at 10:30 a.m., Central 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 Fund, except California Value, to elect ten (10) Board Members:
 
  (i)  eight (8) 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 as a single class.
 
  b.  For California Value, to elect three (3) Board Members.
 
  c.  For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, to elect five (5) Board Members:
 
  (i)  three (3) 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 as a single class.
 
  d.  For Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value to elect three (3) Board Members.
 
2.  To approve the elimination of fundamental investment policies and to approve the new fundamental investment policies for each Affected Municipal Fund (as defined in the Joint Proxy Statement).
 
  (a)(i)  For shareholders of each Affected Municipal Fund, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to the Fund’s ability to make loans.
 
  (a)(ii)  For shareholders of each Affected Municipal Fund (except for California Value), the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to the Fund’s ability to make loans.
 
  (b)(i)  For shareholders of each Affected Municipal Fund, all shareholders voting as a single class, to approve a new fundamental investment policy related to the Fund’s ability to make loans.
 
  (b)(ii)  For shareholders of each Affected Municipal Fund (except for California Value), the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to the Fund’s ability to make loans.
 
3.  To approve the elimination of fundamental investment policies and to approve the new fundamental investment policies for California Investment Quality and California Performance Plus.
 
  (a)(i)  For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s


 

  existing fundamental investment policy related to investments in municipal securities and below investment grade securities.
 
  (a)(ii)  For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to investments in municipal securities and below investment grade securities.
 
  (b)(i)  For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve a new fundamental investment policy related to investments in municipal securities.
 
  (b)(ii)  For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to investments in municipal securities.
 
  (c)(i)  For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to commodities.
 
  (c)(ii)  For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to commodities.
 
  (d)(i)  For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve a new fundamental investment policy related to commodities.
 
  (d)(ii)  For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to commodities.
 
  (e)(i)  For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to derivatives and short sales.
 
  (e)(ii)  For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to derivatives and short sales.
 
  (f)(i)  For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy prohibiting investment in other investment companies.
 
  (f)(ii)  For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy prohibiting investment in other investment companies.
 
4.  To transact such other business as may properly come before the Annual Meeting.
 
Shareholders of record at the close of business on September 19, 2011 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.
 
Kevin J. McCarthy
Vice President and Secretary


 

 
333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787
Joint Proxy Statement
 
October 17, 2011
 
This Joint Proxy Statement is first being mailed to shareholders on or about October 17, 2011.
 
Nuveen Floating Rate Income Fund (JFR)
Nuveen Floating Rate Income Opportunity Fund (JRO)
Nuveen Senior Income Fund (NSL)
Nuveen Tax-Advantaged Floating Rate Fund (JFP)
Nuveen Arizona Dividend Advantage Municipal Fund (NFZ)
Nuveen Arizona Dividend Advantage Municipal Fund 2 (NKR)
Nuveen Arizona Dividend Advantage Municipal Fund 3 (NXE)
Nuveen Arizona Premium Income Municipal Fund, Inc. (NAZ)
Nuveen California Dividend Advantage Municipal Fund (NAC)
Nuveen California Dividend Advantage Municipal Fund 2 (NVX)
Nuveen California Dividend Advantage Municipal Fund 3 (NZH, NZH PrC)
Nuveen California Investment Quality Municipal Fund, Inc. (NQC)
Nuveen California Municipal Market Opportunity Fund, Inc. (NCO)
Nuveen California Municipal Value Fund, Inc. (NCA)
Nuveen California Municipal Value 2 (NCB)
Nuveen California Performance Plus Municipal Fund, Inc. (NCP)
Nuveen California Premium Income Municipal Fund (NCU)
Nuveen California Quality Income Municipal Fund, Inc. (NUC)
Nuveen California Select Quality Municipal Fund, Inc. (NVC)
Nuveen Maryland Dividend Advantage Municipal Fund (NFM, NFM PrC)
Nuveen Maryland Dividend Advantage Municipal Fund 2 (NZR, NZR PrC)
Nuveen Maryland Dividend Advantage Municipal Fund 3 (NWI, NWI PrC)
Nuveen Maryland Premium Income Municipal Fund (NMY, NMY PrC)
Nuveen Massachusetts Dividend Advantage Municipal Fund (NMB, NMB PrC)
Nuveen Massachusetts Premium Income Municipal Fund (NMT, NMT PrC)
Nuveen Michigan Dividend Advantage Municipal Fund (NZW)
Nuveen Michigan Premium Income Municipal Fund, Inc. (NMP)
Nuveen Michigan Quality Income Municipal Fund, Inc. (NUM)
Nuveen Missouri Premium Income Municipal Fund (NOM)
Nuveen New Jersey Dividend Advantage Municipal Fund (NXJ)
Nuveen New Jersey Dividend Advantage Municipal Fund 2 (NUJ)
Nuveen New Jersey Investment Quality Municipal Fund, Inc. (NQJ)
Nuveen New Jersey Municipal Value Fund (NJV)
Nuveen New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen Ohio Dividend Advantage Municipal Fund (NXI)
Nuveen Ohio Dividend Advantage Municipal Fund 2 (NBJ)
Nuveen Ohio Dividend Advantage Municipal Fund 3 (NVJ)
Nuveen Ohio Quality Income Municipal Fund, Inc. (NUO)
Nuveen Pennsylvania Municipal Value Fund (NPN)
Nuveen Pennsylvania Dividend Advantage Municipal Fund (NXM)
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 (NVY)
Nuveen Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen Pennsylvania Premium Income Municipal Fund 2 (NPY)
Nuveen Texas Quality Income Municipal Fund (NTX)
Nuveen Virginia Dividend Advantage Municipal Fund (NGB, NGB PrC)


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Nuveen Virginia Dividend Advantage Municipal Fund 2 (NNB, NNB PrC)
Nuveen Virginia Premium Income Municipal Fund (NPV, NPV PrC)
 
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 Arizona Premium Income Municipal Fund, Inc. (“Arizona Premium Income”), Nuveen California Investment Quality Municipal Fund, Inc. (“California Investment Quality”), Nuveen California Municipal Market Opportunity Fund, Inc. (“California Market Opportunity”), Nuveen California Municipal Value Fund, Inc. (“California Value”), Nuveen California Performance Plus Municipal Fund, Inc. (“California Performance Plus”), Nuveen California Quality Income Municipal Fund, Inc. (“California Quality Income”), Nuveen California Select Quality Municipal Fund, Inc. (“California Select Quality”), Nuveen Michigan Premium Income Municipal Fund, Inc. (“Michigan Premium Income”), Nuveen Michigan Quality Income Municipal Fund, Inc. (“Michigan Quality Income”), Nuveen New Jersey Investment Quality Municipal Fund, Inc. (“New Jersey Investment Quality”), Nuveen New Jersey Premium Income Municipal Fund, Inc. (“New Jersey Premium Income”) and Nuveen Ohio Quality Income Municipal Fund, Inc. (“Ohio Quality Income”), each a Minnesota Corporation (each a “Minnesota Fund” and collectively, the “Minnesota Funds”), and Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Income Opportunity”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Tax-Advantaged Floating Rate Fund (“Tax-Advantaged Floating Rate”), Nuveen Arizona Dividend Advantage Municipal Fund (“Arizona Dividend Advantage”), Nuveen Arizona Dividend Advantage Municipal Fund 2 (“Arizona Dividend Advantage 2”), Nuveen Arizona Dividend Advantage Municipal Fund 3 (“Arizona Dividend Advantage 3”), Nuveen California Dividend Advantage Municipal Fund (“California Dividend Advantage”), Nuveen California Dividend Advantage Municipal Fund 2 (“California Dividend Advantage 2”), Nuveen California Dividend Advantage Municipal Fund 3 (“California Dividend Advantage 3”), Nuveen California Municipal Value 2 (“California Value 2”), Nuveen California Premium Income Municipal Fund (“California Premium Income”), Nuveen Maryland Dividend Advantage Municipal Fund (“Maryland Dividend Advantage”), Nuveen Maryland Dividend Advantage Municipal Fund 2 (“Maryland Dividend Advantage 2”), Nuveen Maryland Dividend Advantage Municipal Fund 3 (“Maryland Dividend Advantage 3”), Nuveen Maryland Premium Income Municipal Fund (“Maryland Premium Income”), Nuveen Massachusetts Dividend Advantage Municipal Fund (“Massachusetts Dividend Advantage”), Nuveen Massachusetts Premium Income Municipal Fund (“Massachusetts Premium Income”), Nuveen Michigan Dividend Advantage Municipal Fund (“Michigan Dividend Advantage”), Nuveen Missouri Premium Income Municipal Fund (“Missouri Premium Income”), Nuveen New Jersey Dividend Advantage Municipal Fund (“New Jersey Dividend Advantage”), Nuveen New Jersey Dividend Advantage Municipal Fund 2 (“New Jersey Dividend Advantage 2”), Nuveen New Jersey Municipal Value Fund (“New Jersey Value”), Nuveen Ohio Dividend Advantage Municipal Fund (“Ohio Dividend Advantage”), Nuveen Ohio Dividend Advantage Municipal Fund 2 (“Ohio Dividend Advantage 2”), Nuveen Ohio Dividend Advantage Municipal Fund 3 (“Ohio Dividend Advantage 3”), Nuveen Pennsylvania Municipal Value Fund (“Pennsylvania Value”), Nuveen Pennsylvania Dividend Advantage Municipal Fund (“Pennsylvania Dividend Advantage”), Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 (“Pennsylvania Dividend Advantage 2”), Nuveen Pennsylvania Investment Quality Municipal Fund (“Pennsylvania Investment Quality”), Nuveen Pennsylvania Premium Income Municipal Fund 2 (“Pennsylvania Premium Income 2”), Nuveen Texas Quality


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Income Municipal Fund (“Texas Quality Income”), Nuveen Virginia Dividend Advantage Municipal Fund (“Virginia Dividend Advantage”), Nuveen Virginia Dividend Advantage Municipal Fund 2 (“Virginia Dividend Advantage 2”) and Nuveen Virginia Premium Income Municipal Fund (“Virginia Premium Income”), each a Massachusetts Business Trust (each a “Massachusetts Fund” and collectively, the “Massachusetts Funds”) (the Massachusetts Funds and Minnesota Funds are each, a “Fund” and collectively, the “Funds”), of proxies to be voted at the Annual Meeting of Shareholders to be held in the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Tuesday, November 15, 2011, at 10:30 a.m., Central 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 and FOR the elimination of the current fundamental investment policy and the adoption of a new fundamental investment policy for Arizona Dividend Advantage, Arizona Dividend Advantage 2, Arizona Dividend Advantage 3, Arizona Premium Income, California Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3, California Investment Quality, California Market Opportunity, California Value, California Performance Plus, California Premium Income, California Quality Income, California Select Quality, Maryland Dividend Advantage, Maryland Dividend Advantage 2, Maryland Dividend Advantage 3, Maryland Premium Income, Massachusetts Dividend Advantage, Massachusetts Premium Income, Michigan Dividend Advantage, Michigan Premium Income, Michigan Quality Income, Missouri Premium Income, New Jersey Dividend Advantage, New Jersey Dividend Advantage 2, New Jersey Investment Quality, New Jersey Premium Income, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3, Ohio Quality Income, Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania Investment Quality, Pennsylvania Premium Income, Texas Quality Income, Virginia Dividend Advantage, Virginia Dividend Advantage 2 and Virginia Premium Income (each an “Affected Municipal Fund” and collectively, the “Affected Municipal Funds”). Shareholders of a Fund 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.
 
The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders.
 
The following table indicates which shareholders are solicited with respect to each matter:
 
                 
 
Matter     Common Shares     Preferred Shares(1)
 
1(a)(i)
  For each Minnesota Fund, except California Value, election of eight (8) Board Members by all shareholders.     X     X
 
 
1(a)(ii)
  For each Minnesota Fund, except California Value, election of two (2) Board Members by Preferred Shares only.           X
 
 
1(b)
  For California Value, election of three (3) Board Members by all shareholders.     X     N/A
 
 


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Matter     Common Shares     Preferred Shares(1)
 
1(c)(i)
  For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, election of three (3) Board Members by all shareholders.     X     X
 
 
1(c)(ii)
  For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, election of two (2) Board Members by Preferred Shares only.           X
 
 
1(d)
  For Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, election of three (3) Board Members by all shareholders.     X     N/A
 
 
2(a)(i)
  For each Affected Municipal Fund, all shareholders voting as a single class, to approve the elimination of the Fund’s fundamental investment policy relating to the Fund’s ability to make loans.     X     X
 
 
2(a)(ii)
  For each Affected Municipal Fund (except California Value), the Preferred Shareholders voting separately as a single class, to approve the elimination of the Fund’s fundamental investment policy relating to the Fund’s ability to make loans.           X
 
 
2(b)(i)
  For each Affected Municipal Fund, all shareholders voting as a single class, to approve a new fundamental investment policy relating to the Fund’s ability to make loans.     X     X
 
 
2(b)(ii)
  For each Affected Municipal Fund (except California Value), the Preferred Shareholders voting separately as a single class, to approve a new fundamental investment policy relating to the Fund’s ability to make loans.           X
 
 
3(a)(i)
  For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to investments in municipal securities and below investment grade securities.     X     X
 
 

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Matter     Common Shares     Preferred Shares(1)
 
3(a)(ii)
  For California Investment Quality and California Performance Plus, the Preferred Shareholders voting separately as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to investments in municipal securities and below investment grade securities.           X
 
 
3(b)(i)
  For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve a new fundamental investment policy related to investments in municipal securities.     X     X
 
 
3(b)(ii)
  For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to investments in municipal securities.           X
 
 
3(c)(i)
  For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to commodities.     X     X
 
 
3(c)(ii)
  For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to commodities.           X
 
 
3(d)(i)
  For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve a new fundamental investment policy related to commodities.     X     X
 
 
3(d)(ii)
  For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to commodities.           X
 
 
3(e)(i)
  For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to derivatives and short sales.     X     X
 
 

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Matter     Common Shares     Preferred Shares(1)
 
3(e)(ii)
  For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to derivatives and short sales.           X
 
 
3(f)(i)
  For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy prohibiting investment in other investment companies.     X     X
 
 
3(f)(ii)
  For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy prohibiting investment in other investment companies.           X
 
 
 
(1)  Municipal Term Preferred Shares for Arizona Dividend Advantage, Arizona Dividend Advantage 2, Arizona Dividend Advantage 3, California Dividend Advantage 2, California Dividend Advantage 3, California Premium Income, Maryland Dividend Advantage, Maryland Dividend Advantage 2, Maryland Dividend Advantage 3, Maryland Premium Income, Massachusetts Dividend Advantage, Massachusetts Premium Income, Michigan Dividend Advantage, Missouri Premium Income, New Jersey Dividend Advantage, New Jersey Dividend Advantage 2, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3, Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Texas Quality Income, Virginia Dividend Advantage, Virginia Dividend Advantage 2 and Virginia Premium Income; Variable Rate Demand Preferred Shares for Arizona Premium Income, California Dividend Advantage, California Investment Quality, California Market Opportunity, California Performance Plus, California Select Quality, California Quality Income, Michigan Premium Income, Michigan Quality Income, New Jersey Investment Quality, New Jersey Premium Income, Ohio Quality Income, Pennsylvania Investment Quality, and Pennsylvania Premium Income 2 are referred to as “Preferred Shares.” California Value, California Value 2, New Jersey Value, Pennsylvania Value, Floating Rate Income, Floating Rate Income Opportunity, Senior Income and Tax-Advantaged Floating Rate do not have any Preferred Shares outstanding.
 
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 (except California Value, California Value 2, New Jersey Value, Pennsylvania Value, Floating Rate Income, Floating Rate Income Opportunity, Senior Income and Tax-Advantaged Floating Rate), 331/3% of the Preferred Shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at each 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.

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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. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the new fundamental investment policies for the Affected Municipal Funds (except for California Value), a change will only be consummated if approved by the affirmative vote of the holders of a majority of the outstanding shares of a Fund’s Common Shares and Preferred Shares, voting together as a single class, and by the affirmative vote of a majority of the Fund’s outstanding Preferred Shares, voting as a separate class. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the new fundamental investment policies for California Value, a change will only be consummated if approved by the affirmative vote of the holders of a majority of the Fund’s outstanding shares. For this purpose, a majority of the outstanding shares means, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), (a) 67% or more of the voting securities present at the Annual Meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (b) more than 50% of the outstanding voting securities, whichever is less. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the new fundamental investment policies, abstentions and broker non-votes will have the same effect as shares voted against the proposal.
 
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 holders of Preferred Shares as a class who have voted on the proposal or in the same proportion as the votes cast by all holders of Preferred Shares of the Fund who have voted on that item. Rule 452 permits proportionate voting of Preferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares with respect to such item and (ii) less than 10% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares against such item. For the purpose of meeting the 30% test, abstentions will be treated as shares “voted” and, for the purpose of meeting the 10% test, abstentions will not be treated as shares “voted” against the item.
 
Those persons who were shareholders of record at the close of business on September 19, 2011 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share held. As of September 19, 2011, the shares of the Funds were issued and outstanding as follows:
 
                                 
 
    Fund   Ticker Symbol*   Common Shares     Preferred Shares      
 
    Floating Rate Income   JFR     48,140,015     N/A            
 
 
    Floating Rate Income Opportunity   JRO     30,497,211     N/A            
 
 
    Senior Income   NSL     32,055,307     N/A            
 
 
    Tax-Advantaged Floating Rate   JFP     13,982,903     N/A            
 
 
    Arizona Dividend Advantage   NFZ     1,548,311     NFZ PrC     1,110,000      
 
 
    Arizona Dividend Advantage 2   NKR     2,439,549     NKR PrC     1,872,500      
 
 


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    Fund   Ticker Symbol*   Common Shares     Preferred Shares      
 
    Arizona Dividend Advantage 3   NXE     3,066,030     NXE PrA     2,084,600      
 
 
    Arizona Premium Income   NAZ     4,470,695     Series 1     280      
 
 
    California Dividend Advantage   NAC     23,480,254     Series 1     1,362      
 
 
    California Dividend Advantage 2   NVX     14,746,722     NVX PrC     5,500,000      
                    NVX PrA     4,284,630      
 
 
    California Dividend Advantage 3   NZH     24,127,919     NZH PrC     8,625,000      
                    NZH PrA     2,700,000      
                    NZH PrB     4,629,450      
 
 
    California Investment Quality   NQC     13,580,232     Series 1     956      
 
 
    California Market Opportunity   NCO     8,143,348     Series 1     498      
 
 
    California Value   NCA     25,253,681     N/A     498      
 
 
    California Value 2   NCB     3,287,900     N/A            
 
 
    California Performance Plus   NCP     12,937,442     Series 1     810      
 
 
    California Premium Income   NCU     5,730,688     NCU PrC     3,525,000      
 
 
    California Quality Income   NUC     22,010,834     Series 1     1,581      
 
 
    California Select Quality   NVC     23,147,128     Series 1     1,589      
 
 
    Maryland Dividend Advantage   NFM     4,197,406     NFM PrC     2,648,500      
 
 
    Maryland Dividend Advantage 2   NZR     4,203,492     NZR PrC     2,730,000      
 
 
    Maryland Dividend Advantage 3   NWI     5,365,969     NWI PrC     2,070,000      
                    NWI PrD     2,070,000      
 
 
    Maryland Premium Income   NMY     10,654,247     NMY PrC     3,877,500      
                    NMY PrD     3,581,800      
 
 
    Massachusetts Dividend Advantage   NMB     1,965,698     NMB PrC     1,472,500      
 
 
    Massachusetts Premium Income   NMT     4,774,788     NMT PrC     2,021,000      
                    NMT PrD     1,643,500      
 
 
    Michigan Dividend Advantage   NZW     2,053,086     NZW PrC     1,631,300      
 
 
    Michigan Premium Income   NMP     7,605,648     Series 1     539      
 
 
    Michigan Quality Income   NUM     11,554,253     Series 1     879      
 
 
    Missouri Premium Income   NOM     2,320,702     NOM PrC     1,788,000      
 
 
    New Jersey Dividend Advantage   NXJ     6,569,912     NXJ PrA     4,486,100      
 
 
    New Jersey Dividend Advantage 2   NUJ     4,523,313     NUJ PrC     3,505,000      
 
 
    New Jersey Investment Quality   NQJ     20,453,722     Series 1     1,443      
 
 
    New Jersey Value   NJV     1,560,787     N/A            
 
 
    New Jersey Premium Income   NNJ     12,036,596     Series 1     886      
 
 
    Ohio Dividend Advantage   NXI     4,246,124     NXI PrC     1,945,000      
                    NXI PrD     1,165,340      
 
 
    Ohio Dividend Advantage 2   NBJ     3,122,403     NBJ PrA     2,224,400      
 
 
    Ohio Dividend Advantage 3   NVJ     2,158,189     NVJ PrA     1,847,015      
 
 
    Ohio Quality Income   NUO     9,753,457     Series 1     735      
 
 
    Pennsylvania Value   NPN     1,219,352     N/A            
 
 
    Pennsylvania Dividend Advantage   NXM     3,321,984     NXM PrC     2,319,000      
 
 
    Pennsylvania Dividend Advantage 2   NVY     3,726,116     NVY PrC     2,455,000      
 
 
    Pennsylvania Investment Quality   NQP     16,080,898     Series 1     1,125      
 
 
    Pennsylvania Premium Income 2   NPY     15,595,551     Series 1     1,000      
 
 

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    Fund   Ticker Symbol*   Common Shares     Preferred Shares      
 
    Texas Quality Income   NTX     9,572,025     NTX PrC     7,092,000      
 
 
    Virginia Dividend Advantage   NGB     3,145,155     NGB PrC     2,280,000      
 
 
    Virginia Dividend Advantage 2   NNB     5,761,422     NNB PrC     4,320,000      
 
 
    Virginia Premium Income   NPV     9,022,558     NPV PrC     3,220,500      
                    NPV PrA     2,920,300      
 
 
 
 
The Common Shares of all of the Funds are listed on the NYSE Amex, except JRO, NSL, JFR, NAZ, NAC, NQC, NCO, NCA, NCP, NUC, NVC, NMY, NMT, NMP, NUM, NQJ, NNJ, NUO, NQP, NPY, NTX and NPV, which are listed on the New York Stock Exchange (“NYSE”). The Preferred Shares of all of the Funds with Muni Term Preferred Shares are listed on the NYSE, except for NMB PrC shares which are listed on the NYSE Amex.
 
1.   Election of Board Members
 
Minnesota Funds
 
At the Annual Meeting of each Minnesota Fund, except California Value, Board Members are to be elected to serve until the next annual meeting or until their successors have been duly elected and qualified. Under the terms of each Minnesota Fund’s organizational documents (except California Value), 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 California Value, its 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 California Value, three (3) Board Members are nominated to be elected at this Annual Meeting.
 
(a) For each Minnesota Fund, except California Value:
 
  (i)  Eight (8) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Amboian, Bremner, Evans, Kundert, Stockdale, Stone, Stringer and Toth 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 Hunter and Schneider are nominees for election by holders of Preferred Shares.
 
  (b)   For California Value: Three (3) Board Members are to be elected by all shareholders.
 
With respect to California Value, Board Members Amboian, Kundert and Toth 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 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Hunter, Schneider, Stockdale, Stone and Stringer are current and continuing Board Members. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Hunter Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified.

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Massachusetts Funds
 
Pursuant to the organizational documents of each Massachusetts Fund, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For each Massachusetts Fund, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors have been duly elected and qualified.
 
  (c)   For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value:
 
  (i)  Three (3) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Amboian, Kundert and Toth 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 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Stockdale, Stone and Stringer are current and continuing Board Members. Board Members Bremner and Evans have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified.
 
  (ii)  Two (2) Board Members are to be elected by holders of Preferred Shares, voting separately as a single class. Board Members Hunter and Schneider 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 Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value: Three (3) Board Members are to be elected by all shareholders.
 
With respect to Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, Board Members Amboian, Kundert and Toth 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 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Hunter, Schneider, Stockdale, Stone and Stringer are current and continuing Board Members. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Hunter


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  Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2013 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.
 
For each Minnesota Fund, except for California Value, each Board Member other than Board Member Stringer was last elected to each Fund’s Board at the annual meeting of shareholders held on November 16, 2010 and, for California Investment Quality, California Market Opportunity, California Quality Income and California Select Quality, adjourned to January 6, 2011.
 
For California Value, Board Members Hunter, Stockdale and Stone were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on November 16, 2010. Board Members Bremner, Evans and Schneider were last elected as Class III Board Members at the annual meeting of shareholders held on November 30, 2009.
 
For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, Board Members Stockdale and Stone were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on November 16, 2010 and, for Arizona Dividend Advantage 2, California Premium Income, Missouri Premium Income and Texas Quality Income, adjourned to January 6, 2011.
 
For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, Maryland Premium Income, Virginia Dividend Advantage, Virginia Dividend Advantage 2, California Value 2, New Jersey Value and Pennsylvania Value, Board Members Bremner and Evans were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on November 30, 2009 and adjourned to January 12, 2010. For Maryland Premium Income, Virginia Dividend Advantage and Virginia Dividend Advantage 2, Board Members Bremner and Evans were last elected to each Fund’s Board at the annual meeting of shareholders held on November 30, 2009. For Floating Rate Income, Floating Rate Income Opportunity, Senior Income and Tax-Advantaged Floating Rate, Board Members Bremner and Evans were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on November 30, 2009.
 
For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, Maryland Premium Income, Virginia Dividend Advantage, Virginia Dividend Advantage 2, California Value 2, New Jersey Value and Pennsylvania Value, Board Members Hunter and Schneider were last elected to each Fund’s Board at the annual meeting of shareholders held on November 30, 2009 and adjourned to January 12, 2010. For Maryland Premium Income, Virginia Dividend Advantage and Virginia Dividend Advantage 2, Board Members Hunter and Schneider were last elected to each Fund’s Board at the annual meeting of shareholders held on November 30, 2009. For Floating Rate Income, Floating Rate Income Opportunity, Senior Income and Tax-Advantaged Floating Rate, Board Members Hunter and Schneider were last elected to each Fund’s Board as Class I and Class III Board Members, respectively, at the annual meeting of shareholders held on November 30, 2009.


11


 

For California Value 2, New Jersey Value and Pennsylvania Value, all of the Board Members were elected by the initial shareholder of the Fund, Nuveen Fund Advisors, Inc. f/k/a Nuveen Asset Management (the “Adviser”), on February 26, 2009 and Board Members Hunter, Stockdale and Stone were last elected to each fund’s Board as class I Board Members at the annual meeting of shareholders held on November 16, 2010.
 
On January 1, 2011, Ms. Stringer was appointed as a Board Member for each Fund, and designated as a Class I Board Member with respect to California Value and each Massachusetts Fund.
 
Other than Mr. Amboian (for all Funds), all Board Member nominees are not “interested persons” as defined in the 1940 Act, of the Funds or of 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.”


12


 

The Board unanimously recommends that shareholders vote FOR the election of the nominees named below.
 
Board Nominees/Board Members
 
                         
                Number of
    Other
                Portfolios
    Directorships
                in Fund
    Held
                Complex
    by Board
    Position(s)
  Term of Office
      Overseen
    Member During
Name, Address
  Held with
  and Length
  Principal Occupation(s)
  by Board
    the Past
and Birth Date   Fund   of Time Served(1)   During Past Five Years   Member     Five Years
 
 
Nominees/Board Members who are not interested persons of the Funds
                         
Robert P. Bremner*
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)
  Chairman of Board and Board Member  
Term: Annual or Class III Board Member until 2012

Length of Service: Since 1996
  Private Investor and Management Consultant; Treasurer and Director, Humanities Council, Washington, D.C.     245     N/A
                         
Jack B. Evans
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/22/48)
  Board Member  
Term: Annual or Class III Board Member until 2012

Length of Service: Since 1999
  President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Chairman, United Fire Group, a publicly held company; President Pro Tem of the Board of Regents for the State of Iowa University System; Director, Gazette Companies; Life Trustee of Coe College and the 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).     245     See Principal Occupation Description
                         


13


 

                         
                Number of
    Other
                Portfolios
    Directorships
                in Fund
    Held
                Complex
    by Board
    Position(s)
  Term of Office
      Overseen
    Member During
Name, Address
  Held with
  and Length
  Principal Occupation(s)
  by Board
    the Past
and Birth Date   Fund   of Time Served(1)   During Past Five Years   Member     Five Years
 
 
William C. Hunter
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(3/6/48)
  Board Member  
Term: Annual Board Member until 2011

Length of Service: Since 2004
  Dean (since 2006), Tippie College of Business, University of Iowa; Director (since 2005), Beta Gamma Sigma International Honor Society; Director (since 2004) of Xerox Corporation; Director (since 2009) of Wellmark, Inc.; formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003).     245     See Principal Occupation Description
                         
David J. Kundert*
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/28/42)
  Board Member  
Term: Annual or Class II Board Member until 2011

Length of Service: Since 2005
  Director, Northwestern Mutual Wealth Management Company; retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Member, Board of Regents, Luther College; Member of the Wisconsin Bar Association; Member of Board of Directors, Friends of Boerner Botanical Gardens; Member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation.     245     See Principal Occupation Description
                         

14


 

                         
                Number of
    Other
                Portfolios
    Directorships
                in Fund
    Held
                Complex
    by Board
    Position(s)
  Term of Office
      Overseen
    Member During
Name, Address
  Held with
  and Length
  Principal Occupation(s)
  by Board
    the Past
and Birth Date   Fund   of Time Served(1)   During Past Five Years   Member     Five Years
 
 
William J. Schneider*
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)
  Board Member  
Term: Annual Board Member until 2011

Length of Service: Since 1996
  Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Group; Member, Mid-America Health System Board; Member, University of Dayton Business School Advisory Council; formerly, Member, Dayton Philharmonic Orchestra Association; formerly, Director, Dayton Development Coalition; formerly, Member, Business Advisory Council, Cleveland Federal Reserve Bank.     245     See Principal Occupation Description
                         
Judith M. Stockdale
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(12/29/47)
  Board Member  
Term: Annual or Class I Board Member until 2013

Length of Service: Since 1997
  Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).     245     See Principal Occupation Description
                         
Carole E. Stone*
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(6/28/47)
  Board Member  
Term: Annual or Class I Board Member until 2013

Length of Service: Since 2007
  Director, C2 Options Exchange, Incorporated (since 2009); Director, Chicago Board Options Exchange (since 2006); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).     245     See Principal Occupation Description
                         

15


 

                         
                Number of
    Other
                Portfolios
    Directorships
                in Fund
    Held
                Complex
    by Board
    Position(s)
  Term of Office
      Overseen
    Member During
Name, Address
  Held with
  and Length
  Principal Occupation(s)
  by Board
    the Past
and Birth Date   Fund   of Time Served(1)   During Past Five Years   Member     Five Years
 
 
Virginia L. Stringer(2)
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(8/16/44)
  Board Member  
Term: Annual or Class I Board Member until 2013

Length of Service: Since 2011
  Board Member, Mutual Fund Directors Forum; Member, Governing Board, Investment Company Institute’s Independent Directors Council; governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc., a management consulting firm; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company.     245     Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex.
                         
Terence J. Toth*
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/29/59)
  Board Member  
Term: Annual or Class II Board Member until 2011

Length of Service: Since 2008
  Director, Legal & General Investment Management America, Inc. (since 2008); Managing Partner, Promus Capital (since 2008); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member, Goodman Theatre Board (since 2004); Chicago Fellowship Board (since 2005), and Catalyst Schools of Chicago Board (since 2008); formerly Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).     245     See Principal Occupation Description

16


 

                         
                Number of
    Other
                Portfolios
    Directorships
                in Fund
    Held
                Complex
    by Board
    Position(s)
  Term of Office
      Overseen
    Member During
Name, Address
  Held with
  and Length
  Principal Occupation(s)
  by Board
    the Past
and Birth Date   Fund   of Time Served(1)   During Past Five Years   Member     Five Years
 
 
Nominee/Board Member who is an interested person of the Funds
                         
John P. Amboian(3)
333 West Wacker Drive
Chicago, IL 60606
(6/14/61)
  Board Member  
Term: Annual or Class II Board Member until 2011

Length of Service: Since 2008
  Chief Executive Officer and Chairman (since 2007) and Director (since 1999) of Nuveen Investments, Inc.; Chief Executive Officer (since 2007) of Nuveen Investments Advisers Inc.; Director (since 1998) formerly, Chief Executive Officer (2007-2010) of Nuveen Fund Advisors, Inc.     245     See Principal Occupation Description
 
 
 
* Also serves as a trustee of Nuveen Diversified Commodity Fund, an exchange-traded commodity pool managed by Nuveen Commodities Asset Management, LLC, an affiliate of each Fund’s Adviser.
 
(1) Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Nuveen Fund complex.
 
(2) In December 2010 Nuveen Investments, Inc. purchased from U.S. Bancorp a portion of FAF Advisors, Inc.’s (“FAF”) asset management business (“Nuveen/FAF Transaction”). In connection with the Nuveen/FAF Transaction, and pursuant to the Nominating and Governance Committee’s recommendation and approval, Ms. Stringer resigned as a board member of various funds affiliated with FAF and was appointed Board Member of the Nuveen funds, with such appointment taking effect on January 1, 2011.
 
(3) “Interested person” as defined in the 1940 Act, by reason of being an officer and director of each Fund’s Adviser.
 
[The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen funds overseen by the Board Member as of December 31, 2010 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, 2010 is set forth in Appendix A. On December 31, 2010, Board Members and executive officers as a group beneficially owned approximately 1,160,000 shares of all funds managed by the Adviser (including shares held by the Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveen’s 401(k)/profit sharing plan). As of September 19, 2011, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each Fund. As of September 19, 2011, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund. As of September 19, 2011, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.]
 
Compensation
 
Each Independent Board Member receives a $120,000 annual retainer plus (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person

17


 

attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; and (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where 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, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chairman of the Board receives $75,000, the chairpersons of the Audit Committee, the Dividend Committee and the Compliance, Risk Management and Regulatory Oversight Committee receive $10,000 each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional retainers. Independent Board Members also receive a fee of $3,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committees; however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings 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 Nuveen funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to each Fund.
 
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.


18


 

 
The table below shows, for each Independent Board Member, the aggregate compensation paid by each Fund to each Board Member nominee for its last fiscal year:
 
                                                                         
Aggregate Compensation from the Funds(1)  
   
    Robert P.
    Jack B.
    William C.
    David J.
    William J.
    Judith M.
    Carole E.
    Virgina L.
    Terence J.
 
Fund   Bremner     Evans     Hunter     Kundert     Schneider     Stockdale     Stone     Stringer     Toth  
   
 
Floating Rate Income
  $ 2,757     $ 2,218     $ 1,978     $ 2,223     $ 2,276     $ 2,078     $ 2,051     $ 1,021     $ 2,217  
Floating Rate Income Opportunity
    1,789       1,413       1,240       1,469       1,451       1,330       1,360       629       1,461  
Senior Income
    1,052       846       754       848       868       793       783       394       846  
Tax-Advantaged Floating Rate
    140       110       101       130       122       100       104       21       120  
Arizona Dividend Advantage
    172       104       87       102       105       144       90             99  
Arizona Dividend Advantage 2
    247       169       142       166       170       202       145             161  
Arizona Dividend Advantage 3
    271       219       182       235       220       193       205             229  
Arizona Premium Income
    337       290       243       284       292       261       249             276  
California Dividend Advantage
    1,881       1,613       1,484       1,806       1,798       1,503       1,399             1,590  
California Dividend Advantage 2
    1,170       1,025       958       1,113       1,144       1,053       851             975  
California Dividend Advantage 3
    1,928       1,653       1,521       1,850       1,842       1,540       1,434             1,629  
California Investment Quality
    1,120       959       896       1,041       1,070       915       796             912  
California Market Opportunity
    643       532       445       520       534       503       456             506  
California Value
    821       695       651       757       779       634       561             676  
California Value 2
    174       145       121       141       145       128       121             141  
California Performance Plus
    1,034       884       825       960       987       846       733             842  
California Premium Income
    529       369       308       361       370       432       316             351  
California Quality Income
    1,855       1,602       1,497       1,739       1,788       1,513       1,330             1,524  
California Select Quality
    1,890       1,633       1,526       1,773       1,823       1,541       1,355             1,554  
Maryland Dividend Advantage
    425       273       239       271       278       351       245       57       263  
Maryland Dividend Advantage 2
    429       276       242       274       281       354       249       58       266  
Maryland Dividend Advantage 3
    528       359       315       356       366       431       323       76       346  
Maryland Premium Income
    960       722       633       716       735       764       650       152       696  
 
 


19


 

                                                                         
Aggregate Compensation from the Funds(1)  
   
    Robert P.
    Jack B.
    William C.
    David J.
    William J.
    Judith M.
    Carole E.
    Virgina L.
    Terence J.
 
Fund   Bremner     Evans     Hunter     Kundert     Schneider     Stockdale     Stone     Stringer     Toth  
   
 
Massachusetts Dividend Advantage
  $ 160     $ 135     $ 118     $ 134     $ 137     $ 124     $ 121     $ 28     $ 130  
Massachusetts Premium Income
    490       327       287       325       333       401       295       70       316  
Michigan Dividend Advantage
    265       142       119       139       143       228       122             135  
Michigan Premium Income
    614       528       442       517       531       475       453             502  
Michigan Quality Income
    986       863       807       937       963       801       716             821  
Missouri Premium Income
    281       152       133       150       154       140       137       32       146  
New Jersey Dividend Advantage
    705       476       413       519       484       528       465       82       507  
New Jersey Dividend Advantage 2
    468       309       272       307       315       385       279       66       298  
New Jersey Investment Quality
    1,692       1,424       1,378       1,557       1,592       1,376       1,243       288       1,371  
New Jersey Value
    83       68       58       67       69       61       60       14       67  
New Jersey Premium Income
    1,043       870       842       951       973       851       759       176       837  
Ohio Dividend Advantage
    351       302       253       295       303       272       259             287  
Ohio Dividend Advantage 2
    253       218       182       213       219       196       187             207  
Ohio Dividend Advantage 3
    181       156       130       153       157       140       134             148  
Ohio Quality Income
    865       744       622       727       747       669       638             707  
Pennsylvania Value
    64       52       45       52       53       47       46       11       51  
Pennsylvania Dividend Advantage
    369       226       199       225       230       308       204       47       218  
Pennsylvania Dividend Advantage 2
    395       248       218       246       253       328       223       52       239  
Pennsylvania Investment Quality
    1,355       1,136       1,100       1,242       1,271       1,103       992       230       1,094  
Pennsylvania Premium Income 2
    1,242       1,040       1,006       1,137       1,162       1,012       907       210       1,001  
Texas Quality Income
    878       669       560       655       673       702       574             636  
Virginia Dividend Advantage
    252       211       185       210       215       195       190       44       204  
Virginia Dividend Advantage 2
    475       399       350       396       406       367       359       83       384  
Virginia Premium Income
    943       665       579       724       676       699       650       127       707  
Total Compensation from Nuveen Funds Paid to Board Members/ Nominees
  $ 265,748     $ 230,443     $ 199,401     $ 243,469     $ 243,212     $ 213,579     $ 188,000           $ 230,630  
 
 

20


 

 
(1)  Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more Participating Funds. Total deferred fees for the Funds (including the return from the assumed investment in the Participating Funds) payable are:
 
                                                                         
   
    Robert P.
    Jack B.
    William C.
    David J.
    William J.
    Judith M.
    Carole E.
    Virginia L.
    Terence J.
 
Fund   Bremner     Evans     Hunter     Kundert     Schneider     Stockdale     Stone     Stringer     Toth  
   
 
Floating Rate Income
  $ 414     $ 559     $ 1,978     $ 2,223     $ 1,167     $ 1,097     $     $     $ 224  
Floating Rate Income Opportunity
    269       356       1,240       1,469       768       701                   158  
Senior Income
    158       213       754       848       440       419                   85  
Tax-Advantaged Floating Rate
    22       29       101       130       97       53                   22  
California Dividend Advantage
    305       441       1,484       1,806       1,798       797                   358  
California Dividend Advantage 2
    190       281       958       1,113       1,144       556                   220  
California Dividend Advantage 3
    313       452       1,521       1,850       1,842       817                   367  
California Investment Quality
    182       263       896       1,041       1,070       485                   206  
California Value
    134       191       651       757       779       337                   153  
California Performance Plus
    168       242       825       960       987       448                   190  
California Quality Income
    301       439       1,497       1,739       1,788       803                   345  
California Select Quality
    307       447       1,526       1,773       1,823       818                   351  
Michigan Quality Income
    160       236       807       937       963       425                   186  
New Jersey Investment Quality
    273       388       1,378       1,557       1,265       743                   240  
New Jersey Premium Income
    168       237       842       951       772       460                   146  
Pennsylvania Investment Quality
    219       310       1,100       1,242       1,009       596                   191  
Pennsylvania Premium Income 2
    200       284       1,006       1,137       923       546                   175  
 
 
 


21


 

Board Leadership Structure and Risk Oversight
 
The Board of each Fund (collectively, the “Board”) oversees the operations and management of the Fund, including the duties performed for the Funds by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of directors who serve on the board of every fund in the complex. In adopting a unitary board structure, the Board Members seek to provide effective governance through establishing a board, the overall composition of which will, as a body, possess the appropriate skills, independence and experience to oversee the Funds’ business. With this overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the Board Members consider, not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent Board Members. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.
 
The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the Board Members across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the Adviser and other service providers.
 
In an effort to enhance the independence of the Board, the Board also has a Chairman that is an Independent Board Member. The Board recognizes that a chairman can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for Fund management, and reinforcing the Board’s focus on the long-term interests of shareholders. The Board recognizes that a chairman may be able to better perform these functions without any conflicts of interests arising from a position with Fund management. Accordingly, the Board Members have elected Robert P. Bremner as the independent Chairman of the Board. Specific responsibilities of the Chairman include: (i) presiding at all meetings of the Board and of the shareholders; (ii) seeing that all orders and resolutions of the Board Members are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the Board Members and the shareholders.
 
Although the Board has direct responsibility over various matters (such as advisory contracts, underwriting contracts and Fund performance), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit Board Members to focus on particular operations or issues affecting the Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation and compliance to certain committees (as summarized below) as well as


22


 

certain aspects of investment risk. In addition, the Board believes that the periodic rotation of Board Members among the different committees allows the Board Members to gain additional and different perspectives of a Fund’s operations. The Board has established five standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Nominating and Governance Committee. The Board may also from time to time create ad hoc committees to focus on particular issues as the need arises. The membership and functions of the standing committees are summarized below.
 
The Executive Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The members of the Executive Committee are Robert P. Bremner, Chair, Judith M. Stockdale and John P. Amboian. The number of Executive Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
 
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 members of the Dividend Committee are Jack B. Evans, Chair, Judith M. Stockdale and Terence J. Toth. The number of Dividend Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
 
The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of 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 NYSE or NYSE Amex, as applicable. The Audit Committee assists the Board in: the oversight and monitoring of the accounting and reporting policies, processes and practices of the Funds, and the audits of the financial statements of the Funds; the quality and integrity of the financial statements of the Funds; the Funds’ compliance with legal and regulatory requirements relating to the Funds’ financial statements; the independent auditors’ qualifications, performance and independence; and the pricing procedures of the Funds and the internal valuation group of Nuveen. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Funds’ portfolios. Subject to the Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Funds’ pricing procedures and actions taken by Nuveen’s internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Funds’ securities brought to its attention, and considers the risks to the Funds in assessing the possible resolutions of these matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions.
 
To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Funds and the internal audit group at Nuveen. The Audit Committee also may review, in a general manner, the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Funds’ financial statements. The Audit Committee operates under a written Audit Committee Charter (the “Charter”) adopted and approved by the Board, which Charter conforms to the listing standards of the NYSE or NYSE Amex, as applicable. Members of the Audit Committee are independent (as set forth in the Charter) and free of any relationship that, in the opinion of the Board Members, would interfere with their exercise of independent judgment as an Audit Committee


23


 

member. The members of the Audit Committee are Robert P. Bremner, David J. Kundert, Chair, William J. Schneider, Carole E. Stone and Terence J. Toth, each of whom is an Independent Board Member of the Funds. A copy of the Charter is attached as Appendix D. The number of Audit Committee Meetings of each Fund held during its last fiscal year is shown in Appendix C.
 
The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Funds that are not otherwise under or within the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Funds’ compliance and risk matters. As part of its duties, the Compliance Committee: reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.
 
In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of risks related to investments and operations. Such risks include, among other things, exposures to: particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be used to address those risks, such as hedging and swaps. In assessing issues brought to the Compliance Committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Funds in adopting a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Funds’ Chief Compliance Officer (“CCO”) and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Funds’ and other service providers’ compliance programs, as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the investment services group of Nuveen regarding various investment risks. Notwithstanding the foregoing, the full Board also participates in discussions with management regarding certain matters relating to investment risk, such as the use of leverage and hedging. The investment services group therefore also reports to the full Board at its quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance. Accordingly, the Board directly and/or in conjunction with the Compliance Committee oversees matters relating to investment risks. Matters not addressed at the committee level are addressed directly by the full Board. The Compliance Committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Jack B. Evans, William C. Hunter, William J. Schneider, Judith M. Stockdale, Chair, and Virginia L. Stringer. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
 
The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment


24


 

and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. Although the unitary and committee structure has been developed over the years and the Nominating and Governance Committee believes the structure has provided efficient and effective governance, the committee recognizes that, as demands on the Board evolve over time (such as through an increase in the number of Funds overseen or an increase in the complexity of the issues raised), the committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance over the Funds’ business.
 
In addition, the Nominating and Governance Committee, among other things: makes recommendations concerning the continuing education of Board Members; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with Board Members; and periodically reviews and makes recommendations about any appropriate changes to Board Member compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Board Members and each nominee is evaluated using the same standards. However, the Nominating and Governance Committee reserves the right to interview any and all candidates and to make the final selection of any new Board Members. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence site visits to internal and external sub-advisers and service providers) and, if qualifying as an Independent Board Member candidate, independence from the Adviser, sub-advisers, underwriters or other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent Board Members at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with management and yet maintain a collegial and collaborative manner toward other Board Members. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at www.nuveen.com/CEF/Info/Shareholder/, and is composed entirely of Independent Board Members, who are also “independent” as defined by NYSE or NYSE Amex listing standards, as applicable. Accordingly, the members of the Nominating and Governance Committee are Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale, Carole E. Stone, Virginia L. Stringer and Terence J. Toth. The number of Nominating and Governance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.


25


 

The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is shown in Appendix C. 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/CEF/Info/Shareholder/.
 
Board Diversification and Board Member Qualifications.  In determining that a particular Board member was qualified to serve on the Board, the Board considers each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each Board Member satisfies this standard. An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this document, that each Board Member should serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the SEC, do not constitute holding out the Board or any Board Member as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
 
John P. Amboian
 
Mr. Amboian, an interested Board Member of the Funds, joined Nuveen Investments in June 1995 and became Chief Executive Officer in July 2007 and Chairman in November 2007. Prior to this, since 1999, he served as President with responsibility for the firm’s product, marketing, sales, operations and administrative activities. Mr. Amboian initially served Nuveen Investments as Executive Vice President and Chief Financial Officer. Prior to joining Nuveen Investments, Mr. Amboian held key management positions with two consumer product firms affiliated with the Phillip Morris Companies. He served as Senior Vice President of Finance, Strategy and Systems at Miller Brewing Company. Mr. Amboian began his career in corporate and international finance at Kraft Foods, Inc., where he eventually served as Treasurer. He received a Bachelor’s degree in economics and an MBA from the University of Chicago. Mr. Amboian serves on the Board of Directors of Nuveen Investments and is a Board Member or Trustee of the Investment Company Institute Board of Governors, Boys and Girls Clubs of Chicago, Children’s Memorial Hospital and Foundation, the Council on the Graduate School of Business (University of Chicago), and the North Shore Country Day School Foundation. He is also a member of the Civic Committee of the Commercial Club of Chicago and the Economic Club of Chicago.


26


 

Robert P. Bremner
 
Mr. Bremner, the Board’s Independent Chairman, is a private investor and management consultant in Washington, D.C. His biography of William McChesney Martin, Jr., a former chairman of the Federal Reserve Board, was published by Yale University Press in November 2004. From 1994 to 1997, he was a Senior Vice President at Samuels International Associates, an international consulting firm specializing in governmental policies, where he served in a part-time capacity. Previously, Mr. Bremner was a partner in the LBK Investors Partnership and was chairman and majority stockholder with ITC Investors Inc., both private investment firms. He currently serves on the Board and as Treasurer of the Humanities Council of Washington D.C. and is a Board Member of the Independent Directors Council affiliated with the Investment Company Institute. From 1984 to 1996, Mr. Bremner was an independent Trustee of the Flagship Funds, a group of municipal open-end funds. He began his career at the World Bank in Washington D.C. He graduated with a Bachelor of Science degree from Yale University and received his MBA from Harvard University.
 
Jack B. Evans
 
President of the Hall-Perrine Foundation, a private philanthropic corporation, since 1996, Mr. Evans was formerly President and Chief Operating Officer of the SCI Financial Group, Inc., a regional financial services firm headquartered in Cedar Rapids, Iowa. Formerly, he was a member of the Board of the Federal Reserve Bank of Chicago as well as a Director of Alliant Energy. Mr. Evans is Chairman of the Board of United Fire Group, sits on the Board of the Source Media Group, is President Pro Tem of the Board of Regents for the State of Iowa University System, is a Life Trustee of Coe College and is a member of the Advisory Council of the Department of Finance in the Tippie College of Business, University of Iowa. He has a Bachelor of Arts degree from Coe College and an MBA from the University of Iowa.
 
William C. Hunter
 
Mr. Hunter was appointed Dean of the Henry B. Tippie College of Business at the University of Iowa effective July 1, 2006. He had been Dean and Distinguished Professor of Finance at the University of Connecticut School of Business since June 2003. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. While there he served as the Bank’s Chief Economist and was an Associate Economist on the Federal Reserve System’s Federal Open Market Committee (FOMC). In addition to serving as a Vice President in charge of financial markets and basic research at the Federal Reserve Bank in Atlanta, he held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. A past Director of the Credit Research Center at Georgetown University and past President of the Financial Management Association International, he has consulted with numerous foreign central banks and official agencies in Western, Central and Eastern Europe, Asia, Central and South America. From 1990 to 1995, he was a U.S. Treasury Advisor to Central and Eastern Europe. He has been a Director of the Xerox Corporation since 2004 and Wellmark, Inc. since 2009. He is President-Elect of Beta Gamma Sigma, Inc., the International Business Honor Society.


27


 

David J. Kundert
 
Mr. Kundert retired in 2004 as Chairman of JPMorgan Fleming Asset Management, as President and CEO of Banc One Investment Advisors Corporation, and as President of One Group Mutual Funds. Prior to the merger between Bank One Corporation and JPMorgan Chase and Co., he was Executive Vice President, Bank One Corporation and, since 1995, the Chairman and CEO, Banc One Investment Management Group. From 1988 to 1992, he was President and CEO of Bank One Wisconsin Trust Company. Currently, Mr. Kundert is a Director of the Northwestern Mutual Wealth Management Company. He started his career as an attorney for Northwestern Mutual Life Insurance Company. Mr. Kundert has served on the Board of Governors of the Investment Company Institute and is currently a member of the Wisconsin Bar Association. He is on the Board of the Greater Milwaukee Foundation and chairs its Investment Committee. He received his Bachelor of Arts degree from Luther College and his Juris Doctor from Valparaiso University.
 
William J. Schneider
 
Mr. Schneider is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired, December 2004) of Miller-Valentine Partners Ltd., a real estate investment company. He was formerly a Director and Past Chair of the Dayton Development Coalition. He was formerly a member of the Community Advisory Board of the National City Bank in Dayton as well as a former member of the Business Advisory Council of the Cleveland Federal Reserve Bank. Mr. Schneider is a member of the Business Advisory Council for the University of Dayton College of Business. Mr. Schneider was an independent Trustee of the Flagship Funds, a group of municipal open-end funds. He also served as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. Mr. Schneider has a Bachelor of Science degree in Community Planning from the University of Cincinnati and a Masters of Public Administration degree from the University of Dayton.
 
Judith M. Stockdale
 
Ms. Stockdale is currently Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Lowcountry of South Carolina. Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands, and Senior Staff Associate at the Chicago Community Trust. She has served on the Boards of the Land Trust Alliance, the National Zoological Park, the Governor’s Science Advisory Council (Illinois), the Nancy Ryerson Ranney Leadership Grants Program, Friends of Ryerson Woods and the Donors Forum. Ms. Stockdale, a native of the United Kingdom, has a Bachelor of Science degree in geography from the University of Durham (UK) and a Master of Forest Science degree from Yale University.
 
Carole E. Stone
 
Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through 1999. Ms. Stone is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings, Inc. and C2 Options Exchange, Incorporated. She has also served as the Chair of the New York Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member


28


 

of the Boards of Directors of several New York State public authorities. Ms. Stone has a Bachelor of Arts in Business Administration from Skidmore College.
 
Virginia L. Stringer
 
Ms. Stringer served as the independent chair of the Board of the First American Funds from 1997 to 2010, having joined that Board in 1987. Ms. Stringer serves on the Governing Board of the Investment Company Institute’s Independent Directors Council and on the Board of the Mutual Fund Directors Forum. She is a recipient of the Outstanding Corporate Director award from Twin Cities Business Monthly and the Minnesota Chapter of the National Association of Corporate Directors. Ms. Stringer is the immediate past board chair of the Oak Leaf Trust, is a director and immediate past board chair of the Saint Paul Riverfront Corporation and is immediate past president of the Minneapolis Club’s Governing Board. She is a director and former board chair of the Minnesota Opera and a Life Trustee and former board member of the Voyageur Outward Bound School. She also served as a trustee of Outward Bound USA. She was appointed by the Governor of Minnesota Board on Judicial Standards and recently served on a Minnesota Supreme Court Judicial Advisory Committee to reform the state’s judicial disciplinary process. She is a member of the International Women’s Forum and attended the London Business School as an International Business Fellow. Ms. Stringer also served as board chair of the Human Resource Planning Society, the Minnesota Women’s Campaign Fund and the Minnesota Women’s Economic Roundtable. Ms. Stringer is the retired founder of Strategic Management Resources, a consulting practice focused on corporate governance, strategy and leadership. She has twenty-five years of corporate experience, having held executive positions in general management, marketing and human resources with IBM and the Pillsbury Company.
 
Terence J. Toth
 
Mr. Toth has served as a Director of Legal & General Investment Management America, Inc. since 2008 and as a Managing Partner at Promus Capital since 2008. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the Boards of the Goodman Theatre, Chicago Fellowship, and is Chairman of the Board of Catalyst Schools of Chicago. Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University.
 
Board Member Terms.  For each Minnesota Fund except California Value, all Board Members are elected annually. For each Massachusetts Fund, and California Value, shareholders will be asked to elect Board Members as each Board Member’s term expires, and with respect to Board Members elected by holders of Common Shares such Board Member 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. These provisions could delay for up to two years the replacement of a majority of the Board.


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The Officers
 
The following table sets forth information with respect to each officer of the Funds. 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
 
                Portfolios
 
        Term of Office
      in Fund
 
        and
      Complex
 
Name, Address
  Position(s) Held with
  Length of Time
  Principal Occupation(s)
  Served by
 
and Birth date   Fund   Served(1)   During Past 5 Years   Officer  
   
 
Gifford R. Zimmerman
333 West Wacker Drive
Chicago, IL 60606
(9/9/56)
  Chief Administrative Officer   Term/Annual

Length of Service: Since 1988
  Managing Director (since 2002), Assistant Secretary and Associate General Counsel of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC and Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC (since 2006), and Nuveen HydePark Group, LLC and Nuveen Investment Solutions, Inc. (since 2007) and of Winslow Capital Management, Inc. (since 2010); Chief Administrative Officer and Chief Compliance Officer (since 2010) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.     245  
                     


30


 

                     
   
                Number of
 
                Portfolios
 
        Term of Office
      in Fund
 
        and
      Complex
 
Name, Address
  Position(s) Held with
  Length of Time
  Principal Occupation(s)
  Served by
 
and Birth date   Fund   Served(1)   During Past 5 Years   Officer  
   
 
William Adams IV
333 West Wacker Drive
Chicago, IL 60606
(6/9/55)
  Vice President   Term/Annual

Length of Service: Since 2007
  Senior Executive Vice President, Global Structured Products, formerly, Executive Vice President (1999-2010) of Nuveen Securities, LLC; Co-President of Nuveen Fund Advisors, Inc. (since 2011); Managing Director (since 2010) of Nuveen Commodities Asset Management, LLC.     133  
                     
Cedric H. Antosiewicz
333 West Wacker Drive
Chicago, IL 60606
(1/11/62)
  Vice President   Term/Annual

Length of Service: Since 2007
  Managing Director (since 2004) of Nuveen Securities LLC.     133  
                     
Margo L. Cook
333 West Wacker Drive
Chicago, IL 60606
(4/11/64)
  Vice President   Term/Annual

Length of Service: Since 2009
  Executive Vice President (since 2008) of Nuveen Securities, Inc. and of Nuveen Fund Advisors, Inc. (since 2011); previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Mgt. (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst.     245  
                     
Lorna C. Ferguson
333 West Wacker Drive
Chicago, IL 60606
(10/24/45)
  Vice President   Term/Annual

Length of Service: Since 1998
  Managing Director (since 2004) of Nuveen Securities, LLC; Managing Director (since 2005) of Nuveen Fund Advisors.     245  
                     
Stephen D. Foy
333 West Wacker Drive
Chicago, IL 60606
(5/31/54)
  Vice President and Controller   Term/Annual

Length of Service: Since 1993
  Senior Vice President (since 2010), formerly, Vice President (1993-2010) and Funds Controller (since 1998) of Nuveen Securities, LLC; Vice President (2005-2010) of Nuveen Fund Advisors, Inc.; Certified Public Accountant.     245  
                     

31


 

                     
   
                Number of
 
                Portfolios
 
        Term of Office
      in Fund
 
        and
      Complex
 
Name, Address
  Position(s) Held with
  Length of Time
  Principal Occupation(s)
  Served by
 
and Birth date   Fund   Served(1)   During Past 5 Years   Officer  
   
 
Scott S. Grace
333 West Wacker Drive
Chicago, IL 60606
(8/20/70)
  Vice President and Treasurer   Term/Annual

Length of Service: Since 2009
  Managing Director, Corporate Finance & Development, Treasurer (since September 2009) of Nuveen Securities, LLC; Managing Director and Treasurer of Nuveen Investment Solutions, Inc., Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Fund Advisors, Inc. and of Nuveen Asset Management, LLC (since 2011); Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, Inc.; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant Designation.     245  
                     
Walter M. Kelly
333 West Wacker Drive
Chicago, IL 60606
(2/24/70)
  Chief Compliance Officer and Vice President   Term/Annual

Length of Service: Since 2003
  Senior Vice President (since 2008), formerly, Vice President, of Nuveen Securities, LLC; Senior Vice President (since 2008) and Assistant Secretary (since 2003), of Nuveen Fund Advisors, Inc.     245  
                     
Tina M. Lazar
333 West Wacker Drive
Chicago, IL 60606
(8/27/61)
  Vice President   Term/Annual

Length of Service: Since 2002
  Senior Vice President (since 2009), formerly, Vice President of Nuveen Securities, LLC (1999-2009); Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, Inc.     245  
                     

32


 

                     
   
                Number of
 
                Portfolios
 
        Term of Office
      in Fund
 
        and
      Complex
 
Name, Address
  Position(s) Held with
  Length of Time
  Principal Occupation(s)
  Served by
 
and Birth date   Fund   Served(1)   During Past 5 Years   Officer  
   
 
Larry W. Martin
333 West Wacker Drive
Chicago, IL 60606
(7/27/51)
  Vice President and Assistant Secretary   Term/Annual

Length of Service: Since 1988
  Senior Vice President (since 2010), formerly, Vice President (1993-2010), Assistant Secretary and Assistant General Counsel of Nuveen Securities, LLC; Senior Vice President (since 2011) of Nuveen Asset Management, LLC; Senior Vice President (since 2010), formerly, Vice President (2005-2010), and Assistant Secretary of Nuveen Investments, Inc.; Senior Vice President (since 2010), formerly, Vice President (2005-2010), and Assistant Secretary (since 1997) of Nuveen Fund Advisors, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002), NWQ Investment Management Company, LLC, Symphony Asset Management LLC (since 2003), Tradewinds Global Investors, LLC, Santa Barbara Asset Management LLC (since 2006), Nuveen HydePark Group, LLC, Nuveen Investment Solutions, Inc. (since 2007) and of Winslow Capital Management, Inc. (since 2010); Vice President and Assistant Secretary of Nuveen Commodities Asset Management, LLC (since 2010).     245  
                     

33


 

                     
   
                Number of
 
                Portfolios
 
        Term of Office
      in Fund
 
        and
      Complex
 
Name, Address
  Position(s) Held with
  Length of Time
  Principal Occupation(s)
  Served by
 
and Birth date   Fund   Served(1)   During Past 5 Years   Officer  
   
 
Kevin J. McCarthy
333 West Wacker Drive
Chicago, IL 60606
(3/26/66)
  Vice President and Secretary   Term/Annual

Length of Service: Since 2007
  Managing Director (since 2008), formerly, Vice President (2007-2008) of Nuveen Securities, LLC; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, Nuveen HydePark Group, LLC, Nuveen Investment Solutions, Inc. and of Winslow Capital Management, Inc. (since 2010); Vice President and Secretary of Nuveen Commodities Asset Management, LLC (since 2010); prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).     245  
                     
Kathleen L. Prudhomme
800 Nicollet Mall
Minneapolis, MN 55402
(3/30/53)
  Vice President and Assistant Secretary   Term/Annual

Length of Service: Since 2011
  Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary (since 2011) of Nuveen Securities, LLC; Deputy General Counsel, FAF Advisors, Inc. (2004-2010).     245  
 
 
(1) Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex.

34


 

 
2.   Approval of the Elimination of Fundamental Investment Policies and Approval of New Fundamental Policies for each Affected Municipal Fund
 
Each Affected Municipal Fund has adopted a fundamental investment policy relating to the Fund’s ability to make loans (together, the “Current Fundamental Policies,” and each, a “Current Fundamental Policy”), that can be changed only by shareholder vote. The Current Fundamental Policy adopted by each Affected Municipal Fund reflects industry and other market conditions present at the time of the inception of each such Fund.
 
As a general matter, Nuveen’s municipal closed-end funds are seeking to adopt a uniform set of investment policies (together, the “New Investment Policies,” and each, a “New Investment Policy”). Investment policies currently vary across otherwise-similar Nuveen municipal closed-end funds, reflecting evolving markets and guidelines as the different funds were launched over the past 20 years. As part of a continuing broader “best practices” initiative begun approximately three years ago, all Nuveen municipal closed-end funds, including the Affected Municipal Funds, are seeking to adopt a uniform set of investment policies that reflect municipal market and regulatory developments over time.
 
The proposed New Investment Policy with respect to loans would permit the Affected Municipal Funds to make loans to the extent permitted by securities laws. Among other things, this change is intended to provide each Affected Municipal Fund with the flexibility to make loans in circumstances where a municipal issuer is in distress, if the Adviser believes that doing so would both:
 
•  facilitate a timely workout of the issuer’s situation in a manner that benefits the Fund; and
 
•  be or represent the best choice for reducing the likelihood or severity of loss on the Fund’s investment.
 
Conforming and updating these investment policies is intended to benefit common shareholders by increasing portfolio manager efficiency and flexibility to take advantage of a wide range of appropriate opportunities in the municipal bond markets in pursuit of the Affected Municipal Funds’ investment objectives. Providing an Affected Municipal Fund with the option of making loans to help facilitate a timely workout of a distressed issuer’s situation merely provides the Fund with an additional tool to help preserve shareholder value and should not be viewed as a commentary on the state of the municipal bond market or as indicative of an immediate need or desire to make a loan to an issuer facing a credit workout situation.
 
In order to implement the New Investment Policy, each Affected Municipal Fund must change its Current Fundamental Policy, which change requires your approval. In particular, shareholders must first approve the elimination of their Affected Municipal Fund’s Current Fundamental Policy as well as the implementation of the New Investment Policy.
 
The primary purposes of these changes are to provide the Affected Municipal Funds with increased flexibility in diversifying portfolio risks and optimizing returns on current investments in order to pursue the preservation of and possible growth of capital which, if successful, will help to sustain and build net asset value, and to create consistent investment policies for all Nuveen municipal bond funds to promote operational efficiencies.
 
The Board has unanimously approved, and unanimously recommends, the approval by shareholders of each Affected Municipal Fund, the elimination of the Current Fundamental


35


 

Policy of each Affected Municipal Fund and the approval of the New Investment Policy, described below.
2.   For each Affected Municipal Fund:
 
  (a)   Elimination of Fundamental Policy Relating to Making Loans: The Current Fundamental Policy with respect to making loans, and which is proposed to be eliminated, provides that the respective Affected Municipal Fund shall not:
 
Make loans, other than by entering into repurchase agreements and through the purchase of [Municipal Obligations/municipal bonds] or [temporary/short-term] investments in accordance with its investment objectives, policies and limitations.
 
  (b)   Approval of New Investment Policy Relating to Making Loans: It is proposed that each Affected Municipal Fund adopt a New Investment Policy with respect to making loans. The adoption of the following New Investment Policy for each Affected Municipal Fund is contingent on shareholder approval of the elimination of that Fund’s Current Fundamental Policy with respect to making loans, as reflected in 2(a) above. The proposed New Investment Policy provides that each Affected Municipal Fund shall not:
 
Make loans, except as permitted by the Investment Company Act of 1940, as amended, and exemptive orders granted under the Investment Company Act of 1940, as amended.
 
Board Recommendation
 
The Board believes that eliminating the Current Fundamental Policies and adopting the New Investment Policies gives the Adviser flexibility to rapidly respond to continuing developments in the municipal market and would enhance the portfolio managers’ ability to meet each Affected Municipal Fund’s investment objective. In addition, the Board believes that the proposed changes will create consistent investment policies for all Nuveen municipal bond funds and will help to promote operational efficiencies.
 
The Board recommends that shareholders of each Affected Municipal Fund vote to approve the elimination of each Current Fundamental Policy and vote to approve each New Fundamental Policy.
 
3.   Approval of the Elimination of Fundamental Investment Policies and Approval of New Fundamental Policies for California Investment Quality and California Performance Plus*
 
California Investment Quality and California Performance Plus (the “Affected California Funds”) have adopted certain fundamental investment policies relating to (i) investments in municipal securities and below investment grade securities, (ii) investments in other investment companies and/or (iii) investments in derivatives, short sales and commodities as described below (together, the “Existing Fundamental Policies,” and each, an “Existing Fundamental Policy”), that can only be changed by shareholder vote. The Existing Fundamental Policies adopted by the Affected California Funds reflected industry and other market conditions present at the time of the inception of each Fund.
 
 
* California Investment Quality and California Performance Plus are each Affected Municipal Funds, as discussed above.


36


 

As previously discussed, Nuveen’s municipal closed-end funds are seeking to adopt a uniform set of New Investment Policies to conform to the evolution of the municipal market and regulatory developments over time. The potential benefits of the New Investment Policies for the Affected California Funds to you as a Fund shareholder are:
 
•  enhanced ability of the Affected California Funds to generate attractive levels of tax-exempt income, while retaining the Funds’ orientation on investment grade quality municipal securities;
 
•  increased flexibility in diversifying portfolio risks and managing duration (the sensitivity of bond prices to interest rate changes) to pursue the preservation and possible growth of capital, which, if successful, will help to sustain and build common shareholder net asset value and asset coverage levels for preferred shares; and
 
•  improved secondary market competitiveness which may benefit common shareholders through higher relative market price and/or stronger premium/discount performance.
 
In order to implement the New Investment Policies, each Affected California Fund must change certain of its Existing Fundamental Policies, which change requires your approval. In particular, shareholders must first approve the elimination of their Affected California Fund’s Existing Fundamental Policies as well as the implementation of the New Fundamental Policies.
 
The primary purposes of these changes are to provide the Affected California Funds with increased investment flexibility and to create consistent investment policies for all Nuveen municipal bond funds to promote operational efficiencies.
 
The Board has unanimously approved, and unanimously recommends the approval by shareholders of each Affected California Fund, the elimination of the Existing Fundamental Policies of the Affected California Fund and the approval of the New Investment Policies, described below.
 
  (a)   Elimination of Fundamental Policies Relating to Investments in Municipal Securities and Below Investment Grade Securities:
 
The Existing Fundamental Policy with respect to each Affected California Fund’s investments in municipal securities and the ability to invest in below investment grade securities, which is proposed to be eliminated, provides that:
 
Except to the extent that the Fund buys temporary investments as described in [the Fund’s Statement of Additional Information], the Fund will, as a fundamental policy, invest substantially all of its assets (more than 80%) in tax-exempt California municipal bonds that are rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s or Standard and Poor’s, except that the Fund may invest up to 20% of its assets in unrated California municipal bonds which, in Nuveen Advisory’s opinion, have credit characteristics equivalent to, and are of comparable quality to, municipal bonds so rated.
 
  (b)   Approval of New Fundamental Policy Relating to Investments in Municipal Securities:
 
The following New Fundamental Policy will replace each Affected California Fund’s Existing Fundamental Policy referenced in 3(a) above. Implementation of the following New Fundamental Policy by each Affected California Fund is contingent on shareholder


37


 

approval of the elimination of each Affected California Fund’s Existing Fundamental Policy. The proposed New Fundamental Policy with respect to each Affected California Fund’s investments in municipal securities is as follows:
 
Under normal circumstances, the Fund will invest at least 80% of its net assets, including assets attributable to any principal amount of any borrowings (including the issuance of commercial paper or notes) or any preferred shares outstanding (“Managed Assets”) in municipal securities and other related investments, the income from which is exempt from regular federal and California income taxes.
 
In addition, the Board has adopted new non-fundamental policies with respect to investing in investment grade securities for each Affected California Fund, which will be implemented upon the elimination of the Existing Fundamental Policy described in 3(a) above. The new non-fundamental policies relating to investing in investment grade securities are as follows:
 
(i) Under normal circumstances, the Fund will invest at least 80% of its Managed Assets in investment grade securities that, at the time of investment, are rated within the four highest grades (Baa or BBB or better) by at least one nationally recognized statistical rating organization or are unrated but judged to be of comparable quality by the Fund’s investment adviser.
 
(ii) The Fund may invest up to 20% of its Managed Assets in municipal securities that at the time of investment are rated below investment grade or are unrated but judged to be of comparable quality by the Fund’s investment adviser.
 
(iii) No more than 10% of the Fund’s Managed Assets may be invested in municipal securities rated below B3/B- or that are unrated but judged to be of comparable quality by the Fund’s investment adviser.
 
Related to these changes, the Board of each Affected California Fund has also amended and standardized the description of “municipal securities” or “municipal obligations” in which an Affected California Fund may invest to include various types of municipal securities. The new description, tailored as appropriate to each Affected California Fund, generally provides:
 
The Fund may invest in various municipal securities, including municipal bonds and notes, other securities issued to finance and refinance public projects, and other related securities and derivative instruments creating exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from federal income tax (“Municipal Obligations”). Municipal Obligations are generally debt obligations issued by state and local governmental entities and may be issued by U.S. territories to finance or refinance public projects such as roads, schools, and water supply systems. Municipal Obligations may also be issued for private activities, such as housing, medical and educational facility construction, or for privately owned transportation, electric utility and pollution control projects. Municipal Obligations may be issued on a long term basis to provide permanent financing. The repayment of such debt may be secured generally by a pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source including project revenues, which may include tolls, fees and other user charges, lease payments, and mortgage payments. Municipal Obligations may


38


 

also be issued to finance projects on a short term interim basis, anticipating repayment with the proceeds on long term debt. Municipal Obligations may be issued and purchased in the form of bonds, notes, leases or certificates of participation; structured as callable or noncallable; with payment forms including fixed coupon, variable rate, zero coupon, capital appreciation bonds, tender option bonds, and residual interest bonds or inverse floating rate securities; or acquired through investments in pooled vehicles, partnerships or other investment companies. Inverse floating rate securities are securities that pay interest at rates that vary inversely with changes in prevailing short-term tax-exempt interest rates and represent a leveraged investment in an underlying municipal security, which may increase the effective leverage of the Fund.
 
  (c)   Elimination of Fundamental Policies Relating to Commodities:
 
The Existing Fundamental Policy relating to commodities, and which is proposed to be eliminated, is as follows:
 
The Fund, as a fundamental policy, may not purchase or sell commodities or commodities contracts, except for transactions involving futures contracts within the limits described under “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”*
 
  (d)   Approval of New Fundamental Policy Relating to Commodities:
 
It is proposed that each Affected California Fund adopt a New Fundamental Policy with respect to commodities. The adoption of the following New Fundamental Policy for each Affected California Fund is contingent on shareholder approval of the elimination of that Fund’s Existing Fundamental Policy with respect to commodities, as reflected in 3(c) above. The proposed New Fundamental Policy is as follows:
 
The Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts or derivative instruments or from investing in securities or other instruments backed by physical commodities).
 
  (e)   Elimination of Fundamental Policies Relating to Derivatives and Short Sales:
 
The Existing Fundamental Policies relating to derivatives and short sales, and which are proposed to be eliminated, are as follows:
 
(i) The Fund may not make short sales of securities or purchase any securities on margin (except for such short-term credits as are necessary for the clearance of transactions), or write or purchase put or call options, except to the extent that the purchase of a stand-by commitment may be considered the purchase of a put, and except for transactions involving options within the limits described under “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
 
 
* References are to a Fund’s registration statement.


39


 

 
(ii) The Fund may not purchase financial futures and options except within the limits described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
 
In connection with the elimination of the Existing Fundamental Policies relating to derivatives and short sales, as reflected in 3(e) above, the Board has adopted the following new non-fundamental policies for each Affected California Fund. The new non-fundamental policies are contingent on shareholder approval of the elimination of that Fund’s Existing Fundamental Policies with respect to derivatives and short sales. The new non-fundamental polices are as follows:
 
(i) The Fund may invest in derivative instruments in pursuit of its investment objectives. Such instruments include financial futures contracts, swap contracts (including interest rate and credit default swaps), options on financial futures, options on swap contracts, or other derivative instruments. The Fund’s investment adviser uses derivatives to seek to enhance return, to hedge some of the risks of its investments in fixed income securities or as a substitute for a position in the underlying asset.
 
(ii) The Fund may not sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold at no added cost, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.
 
(iii) The Fund may not enter into futures contracts or related options or forward contracts, if more than 30% of the Fund’s net assets would be represented by futures contracts or more than 5% of the Fund’s net assets would be committed to initial margin deposits and premiums on futures contracts and related options.
 
  (f)   Elimination of the Fundamental Policy Prohibiting Investment in Other Investment Companies:
 
The Affected California Funds do not have specific restrictions as to investments in other investment companies. However, each such Affected California Fund has an investment policy that only permits investment in municipal obligations and temporary investments and thereby prohibits investment in other investment companies. The Existing Fundamental Policy for each Affected California Fund that is proposed to be eliminated is as follows:
 
The Fund may not invest in securities other than California Municipal Obligations and temporary investments, as described under “Investment Objective and Policies — Portfolio Investments.”*
 
In addition, with respect to each Affected California Fund’s ability to invest in other investment companies, the Board has adopted a new non-fundamental policy to be implemented upon the elimination of that Fund’s Existing Fundamental Policy prohibiting
 
 
* References are to a Fund’s registration statement.


40


 

investments in other investment companies. The proposed new non-fundamental policy relating to investments in other investment companies is as follows:
 
The Fund may invest up to 10% of its Managed Assets in securities of other open- or closed-end investment companies (including exchange-traded funds (often referred to as “ETFs”)) that invest primarily in municipal securities of the types in which the Fund may invest directly.
 
Board Recommendation
 
The Board believes that eliminating the Existing Fundamental Policies and adopting the New Investment Policies gives the Adviser flexibility to rapidly respond to continuing developments in the municipal market and would enhance the portfolio managers’ ability to meet each Affected California Fund’s investment objective. In addition, the Board believes that the proposed changes will create consistent investment policies for all Nuveen municipal bond funds and will help to promote operational efficiencies.
 
The Board recommends that shareholders of each Affected California Fund vote to approve the elimination of each Existing Fundamental Policy and vote to approve each New Fundamental Policy.
 
Audit Committee Report
 
The Audit Committee of each Board is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audit of the financial statements, of each Fund, (2) the quality and integrity of the Funds’ financial statements and (3) the independent registered public accounting firm’s qualifications, performance and independence. In its oversight capacity, the committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm and the committee meets periodically with the independent registered public accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal controls. The committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting firm. The committee is currently composed of five Independent Board Members and operates under a written charter adopted and approved by each Board. Each committee member meets the independence and experience requirements, as applicable, of the New York Stock Exchange, NYSE Amex, Section 10A of the 1934 Act and the rules and regulations of the SEC.
 
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. 114, (The Auditor’s Communication With Those Charged With Governance), which supersedes SAS No. 61 (Communication with Audit Committees). Each Fund’s independent registered public accounting firm provided to the committee the written disclosure required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence), 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


41


 

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 audited financial statements be included in each Fund’s Annual Report.
 
The current members of the committee are:
 
Robert P. Bremner
David J. Kundert
William J. Schneider
Carole E. Stone
Terence J. Toth


42


 

 
 
Audit and Related Fees. The following tables provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered accounting firm for engagements directly related to the operations and financial reporting of each Fund, including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).
 
                                                                                                                 
 
        Audit Related Fees   Tax Fees   All Other Fees
    Audit Fees       Adviser and Adviser
      Adviser and
      Adviser and
    Fund(1)   Fund(2)   Entities   Fund(3)   Adviser Entities   Fund(4)   Adviser Entities
    Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
    Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
    Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
    2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011
 
 
Floating Rate Income
  $ 67,144     $ 51,100     $ 0     $ 32,000     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 10,000     $ 0     $ 0     $ 0  
Floating Rate Income Opportunity
    48,211       51,100       0       32,000       0       0       0       0       0       0       10,000       0       0       0  
Senior Income
    37,945       51,100       0       32,000       0       0       0       0       0       0       10,000       0       0       0  
Tax-Advantaged Floating Rate
    24,100       24,100       0       0       0       0       0       0       0       0       0       0       0       0  
Arizona Dividend Advantage
    8,343       18,200       6,250       0       0       0       0       0       0       0       850       850       0       0  
Arizona Dividend Advantage 2
    9,002       18,200       6,250       0       0       0       0       0       0       0       850       850       0       0  
Arizona Dividend Advantage 3
    9,300       18,200       6,250       0       0       0       0       0       0       0       850       850       0       0  
Arizona Premium Income
    10,252       18,200       0       0       0       0       0       0       0       0       3,400       1,700       0       0  
California Dividend Advantage
    22,589       18,200       0       6,250       0       0       0       0       0       0       850       850       0       0  
California Dividend Advantage 2
    17,483       18,200       0       6,250       0       0       0       0       0       0       850       850       0       0  
California Dividend Advantage 3
    22,997       18,200       20,000       0       0       0       0       0       0       0       850       850       0       0  
California Investment Quality
    16,765       18,200       0       0       0       0       0       0       0       0       3,400       3,400       0       0  
California Market Opportunity
    12,717       18,200       0       1,500       0       0       0       0       0       0       3,400       850       0       0  
California Value
    15,264       18,200       0       0       0       0       0       0       0       0       0       0       0       0  
California Value 2
    8,994       18,200       0       0       0       0       0       0       0       0       0       0       0       0  
California Performance Plus
    16,347       18,200       0       0       0       0       0       0       0       0       3,400       3,400       0       0  
California Premium Income
    11,028       18,200       0       18,750       0       0       0       0       0       0       850       850       0       0  
California Quality Income
    23,135       18,200       0       1,500       0       0       0       0       0       0       3,400       2,550       0       0  
California Select Quality
    23,460       18,200       0       1,500       0       0       0       0       0       0       3,400       2,550       0       0  
Maryland Dividend Advantage
    10,123       18,200       12,500       0       0       0       0       0       0       0       850       0       0       0  
Maryland Dividend Advantage 2
    10,163       18,200       12,500       0       0       0       0       0       0       0       850       0       0       0  
Maryland Dividend Advantage 3
    11,036       18,200       15,000       12,500       0       0       0       0       0       0       850       850       0       0  
Maryland Premium Income
    14,818       18,200       15,000       12,500       0       0       0       0       0       0       850       850       0       0  
Massachusetts Dividend Advantage
    8,691       18,200       12,500       0       0       0       0       0       0       0       850       0       0       0  
Massachusetts Premium Income
    10,697       18,200       15,000       12,500       0       0       0       0       0       0       850       850       0       0  


43


 

 
                                                                                                                 
 
        Audit Related Fees   Tax Fees   All Other Fees
    Audit Fees       Adviser and Adviser
      Adviser and
      Adviser and
    Fund(1)   Fund(2)   Entities   Fund(3)   Adviser Entities   Fund(4)   Adviser Entities
    Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
  Fiscal
    Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
    Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
  Ended
    2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011   2010   2011
 
 
Michigan Dividend Advantage
  $ 8,720     $ 18,200     $ 0     $ 12,500     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 850     $ 850     $ 0     $ 0  
Michigan Premium Income
    12,700       18,200       0       0       0       0       0       0       0       0       3,400       3,400       0       0  
Michigan Quality Income
    15,852       18,200       0       0       0       0       0       0       0       0       3,400       3,400       0       0  
Missouri Premium Income
    8,837       18,200       0       12,500       0       0       0       0       0       0       850       850       0       0  
New Jersey Dividend Advantage
    11,876       18,200       0       6,250       0       0       0       0       0       0       850       850       0       0  
New Jersey Dividend Advantage 2
    10,465       18,200       0       12,500       0       0       0       0       0       0       850       850       0       0  
New Jersey Investment Quality
    21,785       18,200       0       1,500       0       0       0       0       0       0       3,400       1,700       0       0  
New Jersey Value
    8,085       18,200       0       0       0       0       0       0       0       0       0       0       0       0  
New Jersey Premium Income
    16,154       18,200       0       1,500       0       0       0       0       0       0       3,400       1,700       0       0  
Ohio Dividend Advantage
    10,376       18,200       0       12,500       0       0       0       0       0       0       850       850       0       0  
Ohio Dividend Advantage 2
    9,523       18,200       0       6,250       0       0       0       0       0       0       850       850       0       0  
Ohio Dividend Advantage 3
    8,892       18,200       0       6,250       0       0       0       0       0       0       850       850       0       0  
Ohio Quality Income
    14,927       18,200       0       0       0       0       0       0       0       0       3,400       3,400       0       0  
Pennsylvania Value(8)
    7,897       18,200       0       0       0       0       0       0       0       0       0       0       0       0  
Pennsylvania Dividend Advantage
    9,635       18,200       0       12,500       0       0       0       0       0       0       850       850       0       0  
Pennsylvania Dividend Advantage 2
    9,866       18,200       0       12,500       0       0       0       0       0       0       850       850       0       0  
Pennsylvania Investment Quality
    18,859       18,200       0       1,500       0       0       0       0       0       0       850       850       0       0  
Pennsylvania Premium Income 2
    17,824       18,200       0       1,500       0       0       0       0       0       0       850       850       0       0  
Texas Quality Income
    14,097       18,200       6,250       6,250       0       0       0       0       0       0       850       850       0       0  
Virginia Dividend Advantage
    9,506       18,200       0       0       0       0       0       0       0       0       850       0       0       0  
Virginia Dividend Advantage 2
    11,477       18,200       0       0       0       0       0       0       0       0       850       0       0       0  
Virginia Premium Income
    13,551       18,200       4,000       12,500       0       0       0       0       0       0       850       850       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 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.
(4)  “All Other Fees” are the aggregate fees billed for products and services for agreed-upon procedures engagements for the leveraged Funds.

44


 

 
 
Non-Audit Fees. The following tables provide the aggregate non-audit fees billed by each Fund’s independent registered accounting firm for services rendered to each Fund, the Adviser and the Adviser Entities during each Fund’s last two fiscal years.
 
                                                                 
 
        Total Non-Audit Fees
       
        Billed to Adviser and
       
        Adviser Entities
       
        (Engagements Related
  Total Non-Audit Fees
   
        Directly to the Operations
  Billed to Adviser and
   
    Total Non-Audit Fees
  and Financial Reporting
  Adviser Entities (All Other
   
    Billed to Fund   of Fund)   Engagements)   Total
    Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
Fund   Ended 2010   Ended 2011   Ended 2010   Ended 2011   Ended 2010   Ended 2011   Ended 2010   Ended 2011
 
 
Floating Rate Income
  $ 10,000     $ 0     $   0     $   0     $   0     $   0     $ 10,000     $ 0  
Floating Rate Income Opportunity
    10,000       0       0       0       0       0       10,000       0  
Senior Income
    10,000       0       0       0       0       0       10,000       0  
Tax-Advantaged Floating Rate
    0       0       0       0       0       0       0       0  
Arizona Dividend Advantage
    850       850       0       0       0       0       850       850  
Arizona Dividend Advantage 2
    850       850       0       0       0       0       850       850  
Arizona Dividend Advantage 3
    850       850       0       0       0       0       850       850  
Arizona Premium Income
    3,400       1,700       0       0       0       0       3,400       1,700  
California Dividend Advantage
    850       850       0       0       0       0       850       850  
California Dividend Advantage 2
    850       850       0       0       0       0       850       850  
California Dividend Advantage 3
    850       850       0       0       0       0       850       850  
California Investment Quality
    3,400       3,400       0       0       0       0       3,400       3,400  
California Market Opportunity
    3,400       850       0       0       0       0       3,400       850  
California Value
    0       0       0       0       0       0       0       0  
California Value 2
    0       0       0       0       0       0       0       0  
California Performance Plus
    3,400       3,400       0       0       0       0       3,400       3,400  
California Premium Income
    850       850       0       0       0       0       850       850  
California Quality Income
    3,400       2,550       0       0       0       0       3,400       2,550  
California Select Quality
    3,400       2,550       0       0       0       0       3,400       2,550  
Maryland Dividend Advantage
    850       0       0       0       0       0       850       0  
Maryland Dividend Advantage 2
    850       0       0       0       0       0       850       0  
Maryland Dividend Advantage 3
    850       850       0       0       0       0       850       850  
Maryland Premium Income
    850       850       0       0       0       0       850       850  


45


 

 
                                                                 
 
        Total Non-Audit Fees
       
        Billed to Adviser and
       
        Adviser Entities
       
        (Engagements Related
  Total Non-Audit Fees
   
        Directly to the Operations
  Billed to Adviser and
   
    Total Non-Audit Fees
  and Financial Reporting
  Adviser Entities (All Other
   
    Billed to Fund   of Fund)   Engagements)   Total
    Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
  Fiscal Year
Fund   Ended 2010   Ended 2011   Ended 2010   Ended 2011   Ended 2010   Ended 2011   Ended 2010   Ended 2011
 
 
Massachusetts Dividend Advantage
  $ 850     $ 0     $ 0     $ 0     $ 0     $ 0     $ 850     $ 0  
Massachusetts Premium Income
    850       850       0       0       0       0       850       850  
Michigan Dividend Advantage
    850       850       0       0       0       0       850       850  
Michigan Premium Income
    3,400       3,400       0       0       0       0       3,400       3,400  
Michigan Quality Income
    3,400       3,400       0       0       0       0       3,400       3,400  
Missouri Premium Income
    850       850       0       0       0       0       850       850  
New Jersey Dividend Advantage
    850       850       0       0       0       0       850       850  
New Jersey Dividend Advantage 2
    850       850       0       0       0       0       850       850  
New Jersey Investment Quality
    3,400       1,700       0       0       0       0       3,400       1,700  
New Jersey Value
    0       0       0       0       0       0       0       0  
New Jersey Premium Income
    3,400       1,700       0       0       0       0       3,400       1,700  
Ohio Dividend Advantage
    850       850       0       0       0       0       850       850  
Ohio Dividend Advantage 2
    850       850       0       0       0       0       850       850  
Ohio Dividend Advantage 3
    850       850       0       0       0       0       850       850  
Ohio Quality Income
    3,400       3,400       0       0       0       0       3,400       3,400  
Pennsylvania Value
    0       0       0       0       0       0       0       0  
Pennsylvania Dividend Advantage
    850       850       0       0       0       0       850       850  
Pennsylvania Dividend Advantage 2
    850       850       0       0       0       0       850       850  
Pennsylvania Investment Quality
    850       850       0       0       0       0       850       850  
Pennsylvania Premium Income 2
    850       850       0       0       0       0       850       850  
Texas Quality Income
    850       850       0       0       0       0       850       850  
Virginia Dividend Advantage
    850       0       0       0       0       0       850       0  
Virginia Dividend Advantage 2
    850       0       0       0       0       0       850       0  
Virginia Premium Income
    850       850       0       0       0       0       850       850  
 
 

46


 

 
Audit Committee Pre-Approval Policies and Procedures.  Generally, the audit committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the audit committee if they are expected to be for amounts greater than 10,000; (ii) reported to the audit committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under 10,000 but greater than 5,000; and (iii) reported to the audit committee at the next audit committee meeting if they are expected to be for an amount under 5,000.
 
The audit committee has approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the
 
services rendered by the independent registered public accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the audit committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) or Rule 2-01(c)(7)(ii) of Regulation S-X.
 
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 current 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 SEC and the New York Stock Exchange or NYSE Amex, 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, Adviser and affiliated persons of the Adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year. [NUVEEN, PLEASE ADVISE] 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, except as provided in Appendix B.
 
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. Nuveen is a wholly-owned subsidiary of Windy City, a corporation formed by investors led by


47


 

Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in Chicago, Illinois. Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds.
 
Shareholder Proposals
 
To be considered for presentation at the annual meeting of shareholders of the Funds to be held in 2012, 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 June 7, 2012. 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 August 22, 2012 or prior to August 5, 2012. 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 it will be sent to the Independent Chairman and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
 
Expenses of Proxy Solicitation
 
With respect to routine items, such as the election of Board Members, the cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid by the Funds pro rata based on the number of shareholder accounts. For non-routine items, such as updating investment policies, the costs in connection with the solicitation of proxies will be paid by the Funds subject to such non-routine items 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. Any additional costs of solicitation will be paid by the Fund that requires additional solicitation.
 
Fiscal Year
 
The fiscal year end is: February 28 for Arizona Dividend Advantage, Arizona Dividend Advantage 2, Arizona Dividend Advantage 3, Arizona Premium Income, and Texas Quality Income. California Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3, California Investment Quality, California Market Opportunity, California Value, California Value 2, California Performance Plus, California Premium Income, California Quality Income, California Select Quality, Michigan Dividend Advantage, Michigan Premium Income, Michigan Quality Income, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3, Ohio Quality Income, Texas Quality Income; April 30 for New Jersey Dividend Advantage, New Jersey Dividend Advantage 2, New Jersey Investment Quality, New Jersey Value, New Jersey Premium Income, Pennsylvania Value, Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania Investment Quality and Pennsylvania


48


 

Premium Income 2; May 31 for Maryland Dividend Advantage, Maryland Dividend Advantage 2, Maryland Dividend Advantage 3, Massachusetts Dividend Advantage, Massachusetts Premium Income, Missouri Premium Income, Virginia Dividend Advantage, Virginia Dividend Advantage 2 and Virginia Premium Income; June 30 for Tax-Advantaged Floating Rate; and July 31 for Floating Rate Income, Floating Rate Income Opportunity and Senior Income.
 
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 directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.
 
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on November 15, 2011:
 
Each Fund’s Proxy Statement is available at www.nuveen.com/proxyinfo/CEF/Default.aspx. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.
 
Please note that only one annual report, semi-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, semi-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.
 
A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, shall constitute a quorum, except that for the election of the two Board member nominees to be elected by holders of Preferred Shares for each applicable Fund, 331/3% of the shares present and entitled to vote, represented in person or by proxy, will constitute a quorum. In the absence of a quorum, business may proceed on any other matter or matters which may properly come before the Annual Meeting if there shall be present, in person or by proxy, a quorum of shareholders in respect of such other matters. Failure of a quorum of any Fund to be present at the Annual Meeting will necessitate adjournment and will subject the applicable Fund to additional expense. Abstentions and broker non-votes will be treated as shares that are present for purposes of determining the presence of a quorum for transacting business at


49


 

the Annual Meeting. If a quorum is present and a Fund has not received enough votes by the time of the Annual Meeting to approve a proposal, the shareholders of the Fund present in person or by proxy and entitled to vote at the Annual Meeting may propose that such Annual Meeting be adjourned one or more times with respect to such Fund to permit further solicitation of proxies. The persons named in the enclosed proxy may also move for an adjournment of the meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders whether or not a quorum is present. 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 such 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.
 
Kevin J. McCarthy
Vice President and Secretary
The Nuveen Funds
 
October 17, 2011


50


 

APPENDIX A
 
[NUVEEN TO UPDATE]
 
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, 2010. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.
 
                                                 
          Floating
          Tax-
             
    Floating
    Rate
          Advantaged
    Arizona
    Arizona
 
Board Member
  Rate
    Income
    Senior
    Floating
    Dividend
    Dividend
 
Nominees   Income     Opportunity     Income     Rate     Advantage     Advantage 2  
   
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    $0       $0       $0       $0       $0       $0  
Jack B. Evans
    $10,001-$50,000       $0       $50,001-$100,000       $0       $0       $0  
William C. Hunter
    $0       $0       $0       $0       $0       $0  
David J. Kundert
    $0       $0       $0       $0       $0       $0  
William J. Schneider
    $0       $0       $0       $0       $0       $0  
Judith M. Stockdale
    $0       $0       $0       $0       $0       $0  
Carole E. Stone
    $0       $0       $0       $0       $0       $0  
Virginia L. Stringer
    $0       $0       $0       $0       $0       $0  
Terence J. Toth
    $0       $50,001-$100,000       Over $100,000       $0       $0       $0  
Board Member/Nominee who is an interested person of the Funds
John P. Amboian
    $0       $0       $0       $10,001-$50,000       $0       $0  
 
 
 
                                                 
    Arizona
    Arizona
    California
    California
    California
    California
 
Board Member
  Dividend
    Premium
    Premium
    Dividend
    Dividend
    Investment
 
Nominees   Advantage 3     Income     Advantage     Advantage 2     Advantage 3     Quality  
   
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    $0       $0       $0       $0       $0       $0  
Jack B. Evans
    $0       $0       $0       $0       $0       $0  
William C. Hunter
    $0       $0       $0       $0       $0       $0  
David J. Kundert
    $0       $0       $0       $0       $0       $0  
William J. Schneider
    $0       $0       $0       $0       $0       $0  
Judith M. Stockdale
    $0       $0       $0       $0       $0       $0  
Carole E. Stone
    $0       $0       $0       $0       $0       $0  
Virginia L. Stringer
    $0       $0       $0       $0       $0       $0  
Terence J. Toth
    $0       $0       $0       $0       $0       $0  
Board Member/Nominee who is an interested person of the Funds
John P. Amboian
    $0       $0       $0       $0       $0       $0  
 
 
 


A-1


 

                                                         
Dollar Range of Equity Securities  
    California
                California
    California
    California
    California
 
Board Member
  Market
    California
    California
    Performance
    Premium
    Quality
    Select
 
Nominees   Opportunity     Value     Value 2     Plus     Income     Income     Quality  
   
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    $0       $0       $0       $0       $0       $0       $0  
Jack B. Evans
    $0       $0       $0       $0       $0       $0       $0  
William C. Hunter
    $0       $0       $0       $0       $0       $0       $0  
David J. Kundert
    $0       $0       $0       $0       $0       $0       $0  
William J. Schneider
    $0       $0       $0       $0       $0       $0       $0  
Judith M. Stockdale
    $0       $0       $0       $0       $0       $0       $0  
Carole E. Stone
    $0       $0       $0       $0       $0       $0       $0  
Virginia L. Stringer
    $0       $0       $0       $0       $0       $0       $0  
Terence J. Toth
    $0       $0       $0       $0       $0       $0       $0  
Board Member/Nominee who is an interested person of the Funds
John P. Amboian
    $0       $0       $0       $0       $0       $0       $0  
 
 
 
                                                         
    Maryland
    Maryland
    Maryland
    Maryland
    Massachusetts
    Massachusetts
    Michigan
 
Board Member
  Dividend
    Dividend
    Dividend
    Premium
    Dividend
    Premium
    Dividend
 
Nominees   Advantage     Advantage 2     Advantage 3     Income     Advantage     Income     Advantage  
   
 
                                                         
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    $0       $0       $0       $0       $0       $0       $0  
Jack B. Evans
    $0       $0       $0       $0       $0       $0       $0  
William C. Hunter
    $0       $0       $0       $0       $0       $0       $0  
David J. Kundert
    $0       $0       $0       $0       $0       $0       $0  
William J. Schneider
    $0       $0       $0       $0       $0       $0       $0  
Judith M. Stockdale
    $0       $0       $0       $0       $0       $0       $0  
Carole E. Stone
    $0       $0       $0       $0       $0       $0       $0  
Virginia L. Stringer
    $0       $0       $0       $0       $0       $0       $0  
Terence J. Toth
    $0       $0       $0       $0       $0       $0       $0  
Board Member/Nominee who is an interested person of the Funds
John P. Amboian
    $0       $0       $0       $0       $0       $0       $0  
 
 
 

A-2


 

                                                         
Dollar Range of Equity Securities  
    Michigan
    Michigan
    Missouri
    New Jersey
    New Jersey
    New Jersey
       
Board Member
  Premium
    Quality
    Premium
    Dividend
    Dividend
    Investment
    New Jersey
 
Nominees   Income     Income     Income     Advantage     Advantage 2     Quality     Value  
   
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    $0       $0       $0       $0       $0       $0       $0  
Jack B. Evans
    $0       $0       $0       $0       $0       $0       $0  
William C. Hunter
    $0       $0       $0       $0       $0       $0       $0  
David J. Kundert
    $0       $0       $0       $0       $0       $0       $0  
William J. Schneider
    $0       $0       $0       $0       $0       $0       $0  
Judith M. Stockdale
    $0       $0       $0       $0       $0       $0       $0  
Carole E. Stone
    $0       $0       $0       $0       $0       $0       $0  
Virginia L. Stringer
    $0       $0       $0       $0       $0       $0       $0  
Terence J. Toth
    $0       $0       $0       $0       $0       $0       $0  
Board Member/Nominee who is an interested person of the Funds
John P. Amboian
    $0       $0       $0       $0       $0       $0       $0  
 
 
 
                                                         
    New
                                     
    Jersey
    Ohio
    Ohio
    Ohio
    Ohio
          Pennsylvania
 
Board Member
  Premium
    Dividend
    Dividend
    Dividend
    Quality
    Pennsylvania
    Dividend
 
Nominees   Income     Advantage     Advantage 2     Advantage 3     Income     Value     Advantage  
   
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    $0       $0       $0       $0       $0       $0       $0  
Jack B. Evans
    $0       $0       $0       $0       $0       $0       $0  
William C. Hunter
    $0       $0       $0       $0       $0       $0       $0  
David J. Kundert
    $0       $0       $0       $0       $0       $0       $0  
William J. Schneider
    $0       $0       $0       $0       $0       $0       $0  
Judith M. Stockdale
    $0       $0       $0       $0       $0       $0       $0  
Carole E. Stone
    $0       $0       $0       $0       $0       $0       $0  
Virginia L. Stringer
    $0       $0       $0       $0       $0       $0       $0  
Terence J. Toth
    $0       $0       $0       $0       $0       $0       $0  
Board Member/Nominee who is an interested person of the Funds
John P. Amboian
    $0       $0       $0       $0       $0       $0       $0  
 
 
 

A-3


 

                                                         
Dollar Range of Equity Securities  
    Pennsylvania
    Pennsylvania
    Pennsylvania
    Texas
    Virginia
    Virginia
    Virginia
 
Board Member
  Dividend
    Investment
    Premium
    Quality
    Dividend
    Dividend
    Premium
 
Nominees   Advantage 2     Quality     Income 2     Income     Advantage     Advantage 2     Income  
   
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    $0       $0       $0       $0       $0       $0       $0  
Jack B. Evans
    $0       $0       $0       $0       $0       $0       $0  
William C. Hunter
    $0       $0       $0       $0       $0       $0       $0  
David J. Kundert
    $0       $0       $0       $0       $0       $0       $0  
William J. Schneider
    $0       $0       $0       $0       $0       $0       $0  
Judith M. Stockdale
    $0       $0       $0       $0       $0       $0       $0  
Carole E. Stone
    $0       $0       $0       $0       $0       $0       $0  
Virginia L. Stringer
    $0       $0       $0       $0       $0       $0       $0  
Terence J. Toth
    $0       $0       $0       $0       $0       $0       $0  
Board Member/Nominee who is an interested person of the Funds
John P. Amboian
    $0       $0       $0       $0       $0       $0       $0  
 
 
 
         
Dollar Range of Equity Securities  
    Aggregate
 
    Range of
 
    Securities All
 
    Registered
 
    Investment
 
    Companies
 
    Overseen by
 
    Board Member
 
    Nominees in
 
    Family of
 
Board Member
  Investment
 
Nominees   Companies(1)  
   
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    Over $100,000  
Jack B. Evans
    Over $100,000  
William C. Hunter
    Over $100,000  
David J. Kundert
    Over $100,000  
William J. Schneider
    Over $100,000  
Judith M. Stockdale
    Over $100,000  
Carole E. Stone
    Over $100,000  
Virginia L. Stringer
    Over $100,000  
Terence J. Toth
    Over $100,000  
Board Member/Nominee who is an interested person of the Funds
John P. Amboian
    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 the Board Member.

A-4


 

 
The following table sets forth, for each Board Member and Board Member Nominee and for the Board Members and Board Member Nominees and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2010. 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)  
                      Tax-
                   
    Floating
    Floating
          Advantaged
    Arizona
    Arizona
    Arizona
 
Board Member
  Rate
    Rate Income
    Senior
    Floating
    Dividend
    Dividend
    Dividend
 
Nominees   Income     Opportunity     Income     Rate     Advantage     Advantage 2     Advantage 3  
   
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    0       0       0       0       0       0       0  
Jack B. Evans
    1,600       0       10,000       0       0       0       0  
William C. Hunter
    0       0       0       0       0       0       0  
David J. Kundert
    0       0       0       0       0       0       0  
William J. Schneider
    0       0       0       0       0       0       0  
Judith M. Stockdale
    0       0       0       0       0       0       0  
Carole E. Stone
    0       0       0       0       0       0       0  
Virginia L. Stringer
    0       0       0       0       0       0       0  
Terence J. Toth
    0       8,329       14,608       0       0       0       0  
Board Member/Nominee who is an interested person of the Funds
John P. Amboian
    0       0       0       16,845       0       0       0  
All Board Members and Officers as a Group
    1,600       8,329       24,608       16,845       0       0       0  
 
 
 
                                                         
Fund Shares Owned By Board Members And Officers(1)  
    Arizona
    California
    California
    California
    California
    California
       
Board Member
  Premium
    Dividend
    Dividend
    Dividend
    Investment
    Market
    California
 
Nominees   Income     Advantage     Advantage 2     Advantage 3     Quality     Opportunity     Value  
   
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner
    0       0       0       0       0       0       0  
Jack B. Evans
    0       0       0       0       0       0       0  
William C. Hunter
    0       0       0       0       0       0       0  
David J. Kundert
    0       0       0       0