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. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ |
|
Preliminary Proxy Statement. |
o |
|
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)). |
o |
|
Definitive Proxy Statement. |
o |
|
Definitive Additional Materials. |
o |
|
Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
Nuveen Insured Municipal Opportunity Fund, Inc. (NIO)
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
þ |
|
No fee required. |
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
|
1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): |
|
|
|
|
|
|
|
|
|
|
|
4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
|
5) |
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
|
|
|
|
2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
|
|
|
|
3) |
|
Filing Party: |
|
|
|
|
|
|
|
|
|
|
|
4) |
|
Date Filed: |
|
|
|
|
|
|
|
|
|
Important
Notice
to Fund Shareholders
,
2007
Although we recommend that you read the complete Proxy
Statement, for your convenience, we have provided a brief
overview of the issues to be voted on.
|
|
|
Q. |
|
Why am I receiving this Proxy Statement? |
|
A. |
|
You are being asked to vote on two or three important matters
affecting your Fund: |
|
|
|
(1) Approval of a New Investment Management
Agreement. Nuveen Asset Management
(NAM) serves as your Funds investment adviser.
Nuveen Investments, Inc. (Nuveen), the parent
company of NAM, recently announced its intention to be acquired
by investors led by Madison Dearborn Partners, LLC, and to
thereby become a privately-held company. In the event this takes
place, securities laws require your Funds shareholders to
approve a new investment management agreement between NAM and
the Fund;
|
|
|
|
(2) Approval of Fund Board
Nominees. Each year, you and other Fund
shareholders must approve the election of Board members to serve
on your Funds Board. This is a requirement for all funds
that list their common shares on a stock exchange. Certain of
the Funds described in this proxy statement are holding their
annual shareholders meeting at which Board members will be
elected. The list of specific nominees for those Funds is
contained in the enclosed proxy statement; and
|
|
|
|
(3) Ratification of Independent Registered Public
Accounting Firm. This year, you and other Fund
shareholders are being asked to ratify the selection of the
independent registered public accounting firm. Ernst and Young
LLP has been selected to serve as your Funds independent
registered public accounting firm.
|
|
|
|
Your Funds Board, including the independent Board members,
unanimously recommends that you vote FOR each proposal. |
|
|
|
Your vote is very important. We encourage you as a
shareholder to participate in your Funds governance by
returning your vote as soon as possible. If enough shareholders
do not cast their votes, your Fund may not be able to hold its
meeting or the vote on each issue, and will be required to incur
additional solicitation costs in order to obtain sufficient
shareholder participation. |
|
Q. |
|
How will I as a Fund shareholder be affected if Nuveen
becomes a privately-held company? |
|
A. |
|
Your Fund investment will not change as a result of NAMs
change of ownership. You will still own the same Fund shares and
the value of those shares will not change as a result of the
transaction. NAM will continue to manage your Fund according to
the same objectives and policies as before, and does not
anticipate any significant changes to its operations. |
|
Q. |
|
Will there be any important differences between my
Funds new investment management agreement and the current
agreement? |
|
A. |
|
No. The terms of the two agreements are substantially the
same. There will be no change in the fees you pay, who manages
your Fund, your Funds objectives and policies, or your
Funds day-to-day management. |
|
|
|
Q. |
|
What will happen if shareholders do not approve the new
investment management agreement? |
|
A. |
|
NAM will continue to manage your Fund under an interim
investment management agreement, but must place its compensation
for its services during this interim period in escrow, pending
shareholder approval. This is discussed in more detail in the
proxy statement. Your Funds Board urges you to vote
without delay in order to avoid potential disruption to the
Funds operations. |
|
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 proxy solicitor, at
866-434-7510
with your proxy material. |
|
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 the Fund, to verify that you
received your proxy materials, to answer any questions you may
have about the proposals and to encourage you to vote your proxy. |
333 West Wacker Drive
Chicago, Illinois 60606
(800)
257-8787
Notice
of Annual Meeting
of Shareholders
,
2007
Nuveen
Arizona Premium Income Municipal Fund, Inc. (NAZ)
Nuveen
Michigan Premium Income Municipal Fund, Inc. (NMP)
Nuveen
Michigan Quality Income Municipal Fund, Inc. (NUM)
Nuveen
New Jersey Investment Quality Municipal Fund, Inc.
(NQJ)
Nuveen
New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen
Ohio Quality Income Municipal Fund, Inc. (NUO)
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
Nuveen
Municipal Value Fund, Inc. (NUV)
Nuveen
Municipal Income Fund, Inc. (NMI)
Nuveen
Premium Income Municipal Fund, Inc. (NPI)
Nuveen
Performance Plus Municipal Fund, Inc. (NPP)
Nuveen
Municipal Advantage Fund, Inc. (NMA)
Nuveen
Municipal Market Opportunity Fund, Inc. (NMO)
Nuveen
Investment Quality Municipal Fund, Inc. (NQM)
Nuveen
Insured Quality Municipal Fund, Inc. (NQI)
Nuveen
Select Quality Municipal Fund, Inc. (NQS)
Nuveen
Quality Income Municipal Fund, Inc. (NQU)
Nuveen
Insured Municipal Opportunity Fund, Inc. (NIO)
Nuveen
Premier Municipal Income Fund, Inc. (NPF)
Nuveen
Premier Insured Municipal Income Fund, Inc. (NIF)
Nuveen
Premium Income Municipal Fund 2, Inc. (NPM)
Nuveen
Premium Income Municipal Fund 4, Inc. (NPT)
Nuveen
California Investment Quality Municipal Fund, Inc.
(NQC)
Nuveen
California Municipal Market Opportunity Fund, Inc.
(NCO)
Nuveen
California Municipal Value Fund, Inc. (NCA)
Nuveen
California Performance Plus Municipal Fund, Inc. (NCP)
Nuveen
California Quality Income Municipal Fund, Inc. (NUC)
Nuveen
California Select Quality Municipal Fund, Inc. (NVC)
Nuveen
Insured California Premium Income Municipal Fund, Inc.
(NPC)
Nuveen
Insured California Premium Income Municipal Fund 2, Inc.
(NCL)
Nuveen
New York Investment Quality Municipal Fund, Inc. (NQN)
Nuveen
New York Municipal Value Fund, Inc. (NNY)
Nuveen
New York Performance Plus Municipal Fund, Inc. (NNP)
Nuveen
New York Quality Income Municipal Fund, Inc. (NUN)
Nuveen
New York Select Quality Municipal Fund, Inc. (NVN)
Nuveen
Insured New York Premium Income Municipal Fund, Inc.
(NNF)
To the
Shareholders of the Above Funds:
Notice is hereby given that an Annual Meeting of Shareholders
(the Annual Meeting) of Nuveen Arizona Premium
Income Municipal Fund, Inc. (Arizona Premium
Income), 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) and
notice is hereby given that a Special Meeting of Shareholders
(the Special Meeting, collectively with the Annual
Meeting, the Meeting) of Nuveen Municipal Value
Fund, Inc., Nuveen Municipal Income Fund, Inc., Nuveen Premium
Income Municipal Fund, Inc., Nuveen Performance Plus Municipal
Fund, Inc., Nuveen Municipal Advantage Fund, Inc., Nuveen
Municipal Market Opportunity Fund, Inc., Nuveen Investment
Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal
Fund, Inc., Nuveen Select Quality Municipal Fund, Inc., Nuveen
Quality Income Municipal Fund, Inc., Nuveen Insured Municipal
Opportunity Fund, Inc., Nuveen Premier Municipal Income Fund,
Inc., Nuveen Premier Insured Municipal Income Fund, Inc., Nuveen
Premium Income Municipal Fund 2, Inc., Nuveen Premium
Income Municipal Fund 4, Inc., Nuveen California Investment
Quality Municipal Fund, Inc., Nuveen California Municipal Market
Opportunity Fund, Inc., Nuveen California Municipal Value Fund,
Inc., Nuveen California Performance Plus Municipal Fund, Inc.,
Nuveen California Quality Income Municipal Fund, Inc., Nuveen
California Select Quality Municipal Fund, Inc., Nuveen Insured
California Premium Income Municipal Fund, Inc., Nuveen Insured
California Premium Income Municipal Fund 2, Inc., Nuveen
New York Investment Quality Municipal Fund, Inc., Nuveen New
York Municipal Value Fund, Inc., Nuveen New York Performance
Plus Municipal Fund, Inc., Nuveen New York Quality Income
Municipal Fund, Inc., Nuveen New York Select Quality Municipal
Fund, Inc. and Nuveen Insured New York Premium Income Municipal
Fund, Inc., each a Minnesota corporation (individually, a
Fund and collectively, the Funds), will
be held (along with meetings of shareholders of several other
Nuveen funds) in the 31st floor conference room of Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606, on Friday, October 12, 2007, at 10:00 a.m.,
Central time, for the following purposes and to transact such
other business, if any, as may properly come before the Meeting:
Matters
to Be Voted on by Shareholders:
|
|
1.
|
To approve a new investment management agreement between each
Fund and Nuveen Asset Management (NAM), each
Funds investment adviser.
|
|
2.
|
To elect members to the Board of Directors (each a
Board and each Director a Board Member)
of Arizona Premium Income, Michigan Premium Income, Michigan
Quality Income, New Jersey Investment Quality, New Jersey
Premium Income and Ohio Quality Income as outlined below:
|
For each Fund listed above to elect eight (8) Board Members:
|
|
|
|
a.
|
six (6) Board Members to be elected for a one-year term by
the holders of Common Shares and Municipal Auction Rate
Cumulative Preferred Shares, voting together as a single
class; and
|
|
|
b.
|
two (2) Board Members to be elected for a one-year term by
the holders of Municipal Auction Rate Cumulative Preferred
Shares only, voting separately as a single class.
|
|
|
3.
|
To ratify the selection of Ernst & Young LLP as
independent registered public accounting firm for the current
fiscal year.
|
|
4.
|
To transact such other business as may properly come before the
Meeting.
|
Shareholders of record at the close of business on
August 13, 2007 are entitled to notice of and to vote at
the Meeting.
All shareholders are cordially invited to attend the Meeting.
In order to avoid delay and additional expense, and to assure
that your shares are represented, please vote as promptly as
possible, regardless of whether or not you plan to attend the
Meeting. You may vote by mail, telephone or over the Internet.
To vote by mail, please mark, sign, date and mail the enclosed
proxy card. No postage is required if mailed in the United
States. To vote by telephone, please call the toll-free number
located on your proxy card and follow the recorded instructions,
using your proxy card as a guide. To vote over the Internet, go
to the Internet address provided on your proxy card and follow
the instructions, using your proxy card as a guide.
Kevin J. McCarthy
Vice President and Secretary
333 West Wacker
Drive
Chicago, Illinois 60606
(800)
257-8787
Joint
Proxy Statement
,
2007
Nuveen
Municipal Value Fund, Inc. (NUV)
Nuveen
Municipal Income Fund, Inc. (NMI)
Nuveen
Premium Income Municipal Fund, Inc. (NPI)
Nuveen
Performance Plus Municipal Fund, Inc. (NPP)
Nuveen
Municipal Advantage Fund, Inc. (NMA)
Nuveen
Municipal Market Opportunity Fund, Inc. (NMO)
Nuveen
Investment Quality Municipal Fund, Inc. (NQM)
Nuveen
Insured Quality Municipal Fund, Inc. (NQI)
Nuveen
Select Quality Municipal Fund, Inc. (NQS)
Nuveen
Quality Income Municipal Fund, Inc. (NQU)
Nuveen
Insured Municipal Opportunity Fund, Inc. (NIO)
Nuveen
Premier Municipal Income Fund, Inc. (NPF)
Nuveen
Premier Insured Municipal Income Fund, Inc. (NIF)
Nuveen
Premium Income Municipal Fund 2, Inc. (NPM)
Nuveen
Premium Income Municipal Fund 4, Inc. (NPT)
Nuveen
Arizona Premium Income Municipal Fund, Inc. (NAZ)
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 Performance Plus Municipal Fund, Inc. (NCP)
Nuveen
California Quality Income Municipal Fund, Inc. (NUC)
Nuveen
California Select Quality Municipal Fund, Inc. (NVC)
Nuveen
Insured California Premium Income Municipal Fund, Inc.
(NPC)
Nuveen
Insured California Premium Income Municipal Fund 2, Inc.
(NCL)
Nuveen
Michigan Premium Income Municipal Fund, Inc. (NMP)
Nuveen
Michigan Quality Income Municipal Fund, Inc. (NUM)
Nuveen
New Jersey Investment Quality Municipal Fund, Inc.
(NQJ)
Nuveen
New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen
New York Investment Quality Municipal Fund, Inc. (NQN)
Nuveen
New York Municipal Value Fund, Inc. (NNY)
Nuveen
New York Performance Plus Municipal Fund, Inc. (NNP)
Nuveen
New York Quality Income Municipal Fund, Inc. (NUN)
Nuveen
New York Select Quality Municipal Fund, Inc. (NVN)
Nuveen
Insured New York Premium Income Municipal Fund, Inc.
(NNF)
Nuveen
Ohio Quality Income Municipal Fund, Inc. (NUO)
This Joint Proxy Statement is first being mailed to shareholders
on or about August , 2007.
General
Information
This Joint Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (each a Board
and collectively, the Boards, and each Director a
Board Member and collectively, the Board
Members) of Nuveen Municipal Value Fund, Inc.
(Municipal Value), Nuveen Municipal Income Fund,
Inc. (Municipal Income), Nuveen Premium Income
Municipal Fund, Inc. (Premium Income), Nuveen
Performance Plus Municipal Fund, Inc. (Performance
Plus), Nuveen Municipal Advantage Fund, Inc.
(Municipal Advantage), Nuveen Municipal Market
Opportunity Fund, Inc. (Municipal Market
Opportunity), Nuveen
1
Investment Quality Municipal Fund, Inc. (Investment
Quality), Nuveen Insured Quality Municipal Fund, Inc.
(Insured Quality), Nuveen Select Quality Municipal
Fund, Inc. (Select Quality), Nuveen Quality Income
Municipal Fund, Inc. (Quality Income), Nuveen
Insured Municipal Opportunity Fund, Inc. (Insured
Municipal Opportunity), Nuveen Premier Municipal Income
Fund, Inc. (Premier Municipal), Nuveen Premier
Insured Municipal Income Fund, Inc. (Premier
Insured), Nuveen Premium Income Municipal Fund 2,
Inc. (Premium Income 2), Nuveen Premium Income
Municipal Fund 4, Inc. (Premium Income 4),
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 Insured California Premium Income
Municipal Fund, Inc. (Insured California Premium
Income), Nuveen Insured California Premium Income
Municipal Fund 2, Inc. (Insured California Premium
Income 2), 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), Nuveen New York Investment Quality
Municipal Fund, Inc. (New York Investment Quality),
Nuveen New York Municipal Value Fund, Inc. (New York
Municipal Value), Nuveen New York Performance Plus
Municipal Fund, Inc. (New York Performance Plus),
Nuveen New York Quality Income Municipal Fund, Inc.
(New York Quality Income), Nuveen New York Select
Quality Municipal Fund, Inc. (New York Select
Quality), Nuveen Insured New York Premium Income Municipal
Fund, Inc. (Insured New York Premium Income) and
Nuveen Ohio Quality Income Municipal Fund, Inc. (Ohio
Quality Income), each a Minnesota corporation (each
a Fund and collectively, the Funds), of
proxies to be voted at an Annual Meeting of Shareholders for
Arizona Premium Income, Michigan Premium Income, Michigan
Quality Income, New Jersey Investment Quality, New Jersey
Premium Income and Ohio Quality Income or a Special Meeting of
Shareholders for all other Funds to be held (along with the
meeting of shareholders of several other Nuveen funds) in the
31st floor conference room of Nuveen Investments,
333 West Wacker Drive, Chicago, Illinois 60606, on Friday,
October 12, 2007, at 10:00 a.m., Central time, (for
each Fund, a Meeting and collectively, the
Meetings), and at any and all adjournments thereof.
On the matters coming before each Meeting as to which a choice
has been specified by shareholders on the proxy, the shares will
be voted accordingly. If a proxy is returned and no choice is
specified, the shares will be voted FOR approval of the
new investment management agreement, FOR the election of
the nominees as listed in this Joint Proxy Statement and
FOR the ratification of the selection of the independent
registered public accounting firm. Shareholders who execute
proxies may revoke them at any time before they are voted by
filing with that Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by
attending the Meeting and voting in person. Merely attending the
Meeting, however, will not revoke any previously submitted proxy.
The Board of each Fund has determined that the use of this Joint
Proxy Statement for each Meeting is in the best interest of each
Fund and its shareholders in light of the similar matters being
considered and voted on by the shareholders.
2
The following table indicates which shareholders are solicited
with respect to each matter:
|
|
|
|
|
|
|
|
Matter
|
|
Common
Shares
|
|
Preferred
Shares(1)
|
1.
|
|
To approve a new investment
management agreement between Nuveen Asset Management
(NAM or the Adviser) and
each Fund.
|
|
X
|
|
X
|
|
|
2a.
|
|
For Arizona Premium Income,
Michigan Premium Income, Michigan Quality Income, New Jersey
Investment Quality, New Jersey Premium Income and Ohio Quality
Income, election of six (6) Board Members for a one-year term by
all shareholders.
|
|
X
|
|
X
|
|
|
2b.
|
|
For Arizona Premium Income,
Michigan Premium Income, Michigan Quality Income, New Jersey
Investment Quality, New Jersey Premium Income and Ohio Quality
Income, election of two (2) Board Members for a one-year term by
Preferred Shares only.
|
|
|
|
X
|
|
|
3.
|
|
To ratify the selection of
independent registered public accounting firm.
|
|
X
|
|
X
|
|
|
|
|
(1) |
Municipal Auction Rate Cumulative Preferred Shares are referred
to as Preferred Shares.
|
A quorum of shareholders is required to take action at each
Meeting. A majority of the shares entitled to vote at each
Meeting, represented in person or by proxy, will constitute a
quorum of shareholders at that Meeting, except that for the
election of the two Board Member nominees to be elected by
holders of Preferred Shares of each Fund,
331/3%
of the Preferred Shares entitled to vote and represented in
person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Meeting will be tabulated by the inspectors
of election appointed for that Meeting. The inspectors of
election will determine whether or not a quorum is present at
the Meeting. The inspectors of election will treat abstentions
and broker non-votes (i.e., shares held by brokers
or nominees, typically in street name, as to which
(i) instructions have not been received from the beneficial
owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular
matter) as present for purposes of determining a quorum.
For purposes of determining the approval of the new investment
management agreement and ratification of the selection of
independent auditors, abstentions and broker non-votes will be
treated as shares voted against the proposal. For purposes of
determining the approval of the proposal to elect nominees,
abstentions and broker non-votes will have the effect of a vote
against the election of Board Members. The details of the
proposals to be voted on by the shareholders of each Fund and
the vote required for approval of the proposals are set forth
under the description of the proposals below.
Preferred Shares held in street name as to which
voting instructions have not been received from the beneficial
owners or persons entitled to vote as of one business day before
the Meeting, or, if adjourned, one business day before the day
to which the Meeting is adjourned, and that would otherwise be
treated as broker non-votes may, pursuant to
Rule 452 of the New York Stock Exchange, be voted by the
broker on the proposal in the same proportion as the votes cast
by all Preferred shareholders as a class who have voted on the
proposal or in the same proportion
3
as the votes cast by all Preferred shareholders of the Fund who
have voted on that item. Rule 452 permits proportionate
voting of Preferred Shares with respect to a particular item if,
among other things, (i) a minimum of 30% of the Preferred
Shares or shares of a series of Preferred Shares outstanding has
been voted by the holders of such shares with respect to such
item and (ii) less than 10% of the Preferred Shares or
shares of a series of Preferred Shares outstanding has been
voted by the holders of such shares against such item. For the
purpose of meeting the 30% test, abstentions will be treated as
shares voted and for the purpose of meeting the 10%
test, abstentions will not be treated as shares
voted against the item.
Those persons who were shareholders of record at the close of
business on August 13, 2007 will be entitled to one vote
for each share held and a proportionate fractional vote for each
fractional share held (the Record Date). As of the
Record Date, the shares of the Funds were issued and outstanding
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker
Symbol*
|
|
Common
Shares
|
|
|
Preferred
Shares
|
|
|
|
|
|
|
|
Municipal Value
|
|
NUV
|
|
|
[ ]
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Municipal Income
|
|
NMI
|
|
|
[ ]
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Premium Income
|
|
NPI
|
|
|
[ ]
|
|
|
Series M
|
|
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series M2
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
3,800
|
|
|
|
|
|
|
|
Performance Plus
|
|
NPP
|
|
|
[ ]
|
|
|
Series M
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
4,000
|
|
|
|
|
|
|
|
Municipal Advantage
|
|
NMA
|
|
|
[ ]
|
|
|
Series M
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
3,000
|
|
|
|
|
|
|
|
Municipal Market Opportunity
|
|
NMO
|
|
|
[ ]
|
|
|
Series M
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
4,000
|
|
|
|
|
|
|
|
Investment Quality
|
|
NQM
|
|
|
[ ]
|
|
|
Series M
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,500
|
|
|
|
|
|
|
|
Insured Quality
|
|
NQI
|
|
|
[ ]
|
|
|
Series M
|
|
|
2,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,600
|
|
|
|
|
|
|
|
Select Quality
|
|
NQS
|
|
|
[ ]
|
|
|
Series M
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,560
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker
Symbol*
|
|
Common
Shares
|
|
|
Preferred Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,800
|
|
|
|
|
|
|
|
Quality Income
|
|
NQU
|
|
|
[ ]
|
|
|
Series M
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W2
|
|
|
2,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
3,000
|
|
|
|
|
|
|
|
Insured Municipal Opportunity
|
|
NIO
|
|
|
[ ]
|
|
|
Series M
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W2
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH1
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH2
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
4,000
|
|
|
|
|
|
|
|
Premier Municipal
|
|
NPF
|
|
|
[ ]
|
|
|
Series M
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,800
|
|
|
|
|
|
|
|
Premier Insured
|
|
NIF
|
|
|
[ ]
|
|
|
Series W
|
|
|
840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,800
|
|
|
|
|
|
|
|
Premium Income 2
|
|
NPM
|
|
|
[ ]
|
|
|
Series M
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F2
|
|
|
1,880
|
|
|
|
|
|
|
|
Premium Income 4
|
|
NPT
|
|
|
[ ]
|
|
|
Series M
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T2
|
|
|
1,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
1,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W2
|
|
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F2
|
|
|
1,328
|
|
|
|
|
|
|
|
Arizona Premium Income
|
|
NAZ
|
|
|
[ ]
|
|
|
Series TH
|
|
|
1,200
|
|
|
|
|
|
|
|
California Investment Quality
|
|
NQC
|
|
|
[ ]
|
|
|
Series M
|
|
|
3,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
880
|
|
|
|
|
|
|
|
California Market Opportunity
|
|
NCO
|
|
|
[ ]
|
|
|
Series W
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
520
|
|
|
|
|
|
|
|
California Value
|
|
NCA
|
|
|
[ ]
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
California Performance Plus
|
|
NCP
|
|
|
[ ]
|
|
|
Series T
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,800
|
|
|
|
|
|
|
|
California Quality Income
|
|
NUC
|
|
|
[ ]
|
|
|
Series M
|
|
|
1,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
3,000
|
|
|
|
|
|
|
|
California Select Quality
|
|
NVC
|
|
|
[ ]
|
|
|
Series T
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
1,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,600
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker
Symbol*
|
|
Common
Shares
|
|
|
Preferred Shares
|
|
|
|
|
|
|
|
Insured California Premium Income
|
|
NPC
|
|
|
[ ]
|
|
|
Series T
|
|
|
1,800
|
|
|
|
|
|
|
|
Insured California Premium
Income 2
|
|
NCL
|
|
|
[ ]
|
|
|
Series T
|
|
|
1,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,900
|
|
|
|
|
|
|
|
Michigan Premium Income
|
|
NMP
|
|
|
[ ]
|
|
|
Series M
|
|
|
840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,400
|
|
|
|
|
|
|
|
Michigan Quality Income
|
|
NUM
|
|
|
[ ]
|
|
|
Series TH
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
560
|
|
|
|
|
|
|
|
New Jersey Investment Quality
|
|
NQJ
|
|
|
[ ]
|
|
|
Series M
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,280
|
|
|
|
|
|
|
|
New Jersey Premium Income
|
|
NNJ
|
|
|
[ ]
|
|
|
Series T
|
|
|
624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
1,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,600
|
|
|
|
|
|
|
|
New York Investment Quality
|
|
NQN
|
|
|
[ ]
|
|
|
Series M
|
|
|
960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,400
|
|
|
|
|
|
|
|
New York Municipal Value
|
|
NNY
|
|
|
[ ]
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
New York Performance Plus
|
|
NNP
|
|
|
[ ]
|
|
|
Series M
|
|
|
1,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
572
|
|
|
|
|
|
|
|
New York Quality Income
|
|
NUN
|
|
|
[ ]
|
|
|
Series M
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,080
|
|
|
|
|
|
|
|
New York Select Quality
|
|
NVN
|
|
|
[ ]
|
|
|
Series T
|
|
|
1,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,600
|
|
|
|
|
|
|
|
Insured New York Premium Income
|
|
NNF
|
|
|
[ ]
|
|
|
Series M
|
|
|
1,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
1,280
|
|
|
|
|
|
|
|
Ohio Quality Income
|
|
NUO
|
|
|
[ ]
|
|
|
Series M
|
|
|
680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH2
|
|
|
1,000
|
|
|
|
|
|
|
|
* |
The common shares of all of the Funds are listed on the New York
Stock Exchange.
|
1. Approval
of the New Investment Management Agreements
Background
Under an investment management agreement between the Adviser and
each Fund (each, an Original Investment Management
Agreement and collectively, the Original Investment
Management Agreements), NAM serves as each Funds
investment adviser and is responsible for each Funds
overall investment strategy and its implementation. The date of
each Funds Original Investment Management Agreement and
the date on which it was last approved by shareholders and
approved for continuance by the Board is provided in
Appendix B. NAM is a
6
wholly-owned subsidiary of Nuveen Investments, Inc.
(Nuveen). Nuveen is currently a publicly traded
company.
On June 19, 2007, Nuveen entered into a merger agreement
providing for the acquisition of Nuveen by Windy City
Investments, Inc. (Windy City), a corporation formed
by investors led by Madison Dearborn Partners, LLC
(MDP), a private equity investment firm based in
Chicago, Illinois (the Transaction). Windy City is
controlled by MDP on behalf of the Madison Dearborn Capital
Partner V funds. Other owners of Windy City include Merrill
Lynch & Co.s Global Private Equity group and
affiliates (including private equity funds) of Wachovia,
Citigroup and Deutsche Bank. If the Transaction is completed,
Nuveen will become a wholly-owned subsidiary of Windy City and
Nuveen will become a privately-held company. Completion of the
Transaction is subject to a number of conditions, including
obtaining the approval of Nuveens stockholders and
obtaining consent to the Transaction by a certain percentage of
NAMs clients representing at least 80% of annualized
revenue (which includes fund shareholder approval of new
investment management agreements with NAM). Nuveen and Windy
City currently expect to complete the Transaction in the fourth
quarter of 2007.
Upon completion of the Transaction, it is anticipated that
Merrill Lynch will be an indirect affiliated person
(as that term is defined in the Investment Company Act of 1940,
as amended (the 1940 Act)) of each Fund. As a
result, each Fund would then generally be prohibited from
entering into principal transactions with Merrill Lynch and
certain of its affiliates. NAM does not believe that any such
prohibition or limitation would have a materially adverse effect
on the Funds ability to pursue its investment objective
and policies.
Nuveen is relying on Section 15(f) of the 1940 Act.
Section 15(f) provides in substance that when a sale of a
controlling interest in an investment adviser occurs, the
investment adviser or any of its affiliated persons may receive
any amount or benefit in connection with the sale so long as two
conditions are satisfied. The first condition of
Section 15(f) is that, during the three-year period
following the consummation of a transaction, at least 75% of the
investment companys board of directors must not be
interested persons (as defined in the 1940 Act) of
the investment adviser or predecessor adviser. Each of the Funds
currently meets this test. Second, an unfair burden
(as defined in the 1940 Act, including any interpretations or
no-action letters of the Securities and Exchange Commission (the
SEC)) must not be imposed on the investment company
as a result of the transaction relating to the sale of such
interest, or any express or implied terms, conditions or
understandings applicable thereto. The term unfair
burden (as defined in the 1940 Act) includes any
arrangement, during the two-year period after the transaction,
whereby the investment adviser (or predecessor or successor
adviser), or any interested person (as defined in
the 1940 Act) of such an adviser, receives or is entitled
to receive any compensation directly or indirectly, from the
investment company or its security holders (other than fees for
bona fide investment advisory or other services) or from any
person in connection with the purchase or sale of securities or
other property to, from or on behalf of the investment company
(other than bona fide ordinary compensation as principal
underwriter for the investment company). Under the Transaction
Agreement, Windy City acknowledges Nuveens reliance on
Section 15(f) of the 1940 Act and has agreed that it
and its affiliates (as defined in the Transaction Agreement)
shall conduct its business and use commercially reasonable
efforts to enable the provisions of Section 15(f) to be
true in relation to the Funds.
In addition, to help ensure that an unfair burden is not imposed
on the Funds, Nuveen has committed for a period of two years
from the date of the closing of the Transaction (i) not to
increase gross management fees for any Fund; (ii) not to
reduce voluntary expense
7
reimbursement levels for any Fund from their currently scheduled
prospective levels during that period; (iii) that no Fund
whose portfolio is managed by a Nuveen affiliate shall use
Merrill Lynch as a broker with respect to portfolio transactions
done on an agency basis, except as may be approved in the future
by the Compliance Committee of the Board; and (iv) that NAM
shall not cause the Funds and the other municipal funds that NAM
manages as a whole to enter into portfolio transactions with or
through the other minority owners of Nuveen, on either a
principal or agency basis, to a significantly greater extent
than both what one would expect an investment team to use such
firm in the normal course of business, and what NAM has
historically done with respect to those funds, without prior
Board or Compliance Committee approval (excluding the impact of
proportionally increasing the use of such other minority
owners to fill the void necessitated by not being able to
use Merrill Lynch).
Each Original Investment Management Agreement, as required by
Section 15 of the 1940 Act, provides for its automatic
termination in the event of its assignment (as
defined in the 1940 Act). Any change in control of the Adviser
is deemed to be an assignment. The consummation of the
Transaction will result in a change in control of the Adviser
and therefore cause the automatic termination of each Original
Investment Management Agreement, as required by the 1940 Act.
In anticipation of the Transaction, each Funds Board met
in person at a joint meeting on July 31, 2007 for purposes
of, among other things, considering whether it would be in the
best interests of each Fund and its shareholders to approve a
new investment management agreement between the Fund and NAM
(each a New Investment Management Agreement and
collectively, the New Investment Management
Agreements). The form of the New Investment Management
Agreement is attached hereto as Appendix C.
The 1940 Act requires that each New Investment Management
Agreement be approved by the Funds shareholders in order
for it to become effective. At the July 31, 2007 Board
meeting, and for the reasons discussed below (see Board
Considerations below), each Board, including the Board
Members who are not parties to the Original Investment
Management Agreements or New Investment Management Agreements
entered into by the Adviser with respect to any Fund or who are
not interested persons of the Funds or the Adviser
as defined in the 1940 Act (the Independent Board
Members), unanimously approved the New Investment
Management Agreement and unanimously recommended its approval by
shareholders in order to assure continuity of investment
advisory services to the Fund after the Transaction. In the
event shareholders of a Fund do not approve the New Investment
Management Agreement at the Meeting or any adjournment thereof
prior to the closing of the Transaction, an interim investment
management agreement between the Adviser and each such Fund
(each an Interim Investment Management Agreement and
collectively, the Interim Investment Management
Agreements) will take effect upon the closing of the
Transaction.
At the July 31, 2007 meeting, each Board, including the
Independent Board Members, also unanimously approved the Interim
Investment Management Agreements in order to assure continuity
of investment advisory services to the Funds after the
Transaction. The terms of each Interim Investment Management
Agreement are substantially identical to those of the Original
Investment Management Agreements and New Investment Management
Agreements, except for the term and escrow provisions described
below. If a Funds shareholders have not approved a New
Investment Management Agreement prior to the Transaction, an
Interim Investment Management Agreement will take effect upon
the closing of the Transaction and will continue in effect for a
term ending on the earlier of 150 days from the closing of
the Transaction (the
8
150-day
period) or when shareholders of a Fund approve the New
Investment Management Agreement. Pursuant to
Rule 15a-4
under the 1940 Act, compensation earned by the Adviser under an
Interim Investment Management Agreement will be held in an
interest-bearing escrow account. If shareholders of a Fund
approve the New Investment Management Agreement prior to the end
of the
150-day
period, the amount held in the escrow account under the Interim
Investment Management Agreement will be paid to the Adviser. If
shareholders of a Fund do not approve the New Investment
Management Agreement prior to the end of the
150-day
period, the Board will take such action as it deems to be in the
best interests of the Fund and its shareholders, and the Adviser
will be paid the lesser of its costs incurred in performing its
services under the Interim Investment Management Agreement or
the total amount in the escrow account, plus interest earned.
Comparison of
Original Investment Management Agreement and New Investment
Management Agreement
The terms of each New Investment Management Agreement, including
fees payable to the Adviser by the Fund thereunder, are
substantially identical to those of the Original Investment
Management Agreement, except for the date of effectiveness.
There is no change in the fee rate payable by each Fund to the
Adviser. If approved by shareholders of a Fund, the New
Investment Management Agreement for the Fund will expire on
August 1, 2008, unless continued. Each New Investment
Management Agreement will continue in effect from year to year
thereafter if such continuance is approved for the Fund at least
annually in the manner required by the 1940 Act and the rules
and regulations thereunder. Below is a comparison of certain
terms of the Original Investment Management Agreement to the
terms of the New Investment Management Agreement.
Investment Management Services. The investment
management services to be provided by the Adviser to each Fund
under the New Investment Management Agreements will be identical
to those services currently provided by the Adviser to each Fund
under the Original Investment Management Agreements. Both the
Original Investment Management Agreements and New Investment
Management Agreements provide that the Adviser shall manage the
investment and reinvestment of the Funds assets in
accordance with the Funds investment objective and
policies and limitations and administer the Funds affairs
to the extent requested by and subject to the oversight of the
Funds Board. In addition, the investment management
services will be provided by the same Adviser personnel under
the New Investment Management Agreements as under the Original
Investment Management Agreements. The Adviser does not
anticipate that the Transaction will have any adverse effect on
the performance of its obligations under the New Investment
Management Agreements.
Fees. Under each Original Investment Management
Agreement and New Investment Management Agreement, the Fund pays
to the Adviser an investment management fee that consists of two
componentsa fund-level fee, calculated by applying a
Fund-specific breakpoint fee schedule that pays progressively
reduced fee rates at increased Fund-specific asset levels to the
average daily managed assets (which includes assets attributable
to all types of leverage used in leveraged funds) of that
individual Fund, and a complex-level fee, calculated by applying
a fee rate determined based on the aggregate managed assets of
all Nuveen-branded closed-end and open-end registered investment
companies organized in the United States, applied to a
complex-wide fee schedule that would pay ever-reducing effective
fee rates at increasing complex-wide assets, multiplied by that
Funds average daily managed assets. The investment
9
management fee paid by each Fund equals the sum of the
fund-level fee and complex-level fee calculated for that Fund.
The fee schedules for the fund-level fee and complex-level fee
breakpoint schedules under the New Investment Management
Agreements for each Fund are identical to the fund-level fee and
complex-level fee breakpoint schedules under the Original
Investment Management Agreements. The annual fund-level fee
schedule for each Fund under the Original Investment Management
Agreements and the New Investment Management Agreements, the
fees paid by each Fund to the Adviser during each Funds
last fiscal year and the Funds net assets as of
June 30, 2007 are set forth in Appendix D to this
Proxy Statement. The fee schedule for the complex-level
component is the same for each Fund under both the Original
Investment Management Agreements and New Investment Management
Agreements and is also set forth in Appendix D. That
complex-wide fee schedule was recently reduced with an effective
date of August 20, 2007, as reflected in Appendix D.
Payment of Expenses. Under each Original Investment
Management Agreement and each New Investment Management
Agreement, the Adviser shall furnish office facilities and
equipment and clerical, bookkeeping and administrative services
(other than such services, if any, provided by the Funds
transfer agent) for the Fund.
Limitation on Liability. The Original Investment
Management Agreements and New Investment Management Agreements
provide that the Adviser will not be liable for any loss
sustained by reason of the purchase, sale or retention of any
security, whether or not such purchase, sale or retention shall
have been based upon the investigation and research made by any
other individual, firm or corporation, if such recommendation
shall have been selected with due care and in good faith, except
loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its
obligations and duties, or by reason of its reckless disregard
of its obligations and duties under the Agreement.
Continuance. The Original Investment Management
Agreement of each Fund originally was in effect for an initial
term and could be continued thereafter for successive one-year
periods if such continuance was specifically approved at least
annually in the manner required by the 1940 Act. If the
shareholders of a Fund approve the New Investment Management
Agreement for that Fund, the New Investment Management Agreement
will expire on August 1, 2008, unless continued. The New
Investment Management Agreement may be continued for successive
one-year periods if approved at least annually in the manner
required by the 1940 Act.
Termination. The Original Investment Management
Agreement and New Investment Management Agreement for each Fund
provide that the Agreement may be terminated at any time without
the payment of any penalty by the Fund or Adviser on sixty
(60) days written notice to the other party. A Fund
may effect termination by action of the Board or by vote of a
majority of the outstanding voting securities of the Fund,
accompanied by appropriate notice.
Board
Considerations
|
|
I.
|
Approval of
Original Investment Management Agreements
|
The Board Members are responsible for overseeing the performance
of the investment adviser to the Funds and determining whether
to approve or continue the advisory arrangements. At a
10
meeting held on May 21, 2007 (the May Meeting),
the Board of each Fund, including the Independent Board Members,
performed a full annual review of each Original Investment
Management Agreement and unanimously approved the continuance of
such agreements. Because the information provided and the
considerations made at the annual review continue to be relevant
with respect to the evaluation of the New Investment Management
Agreements, the Board considered the foregoing as part of their
deliberations of the New Investment Management Agreements.
Accordingly, the discussions immediately below outline the
materials and information presented to the Board in connection
with the Boards May annual review and the analysis
undertaken and the conclusions reached by Board Members when
determining to continue the Original Investment Management
Agreements.
During the course of the year, the Board received a wide variety
of materials relating to the services provided by NAM and the
performance of the Funds. At each of its quarterly meetings, the
Board reviewed investment performance and various matters
relating to the operations of the Funds, including the
compliance program, shareholder services, valuation, custody,
distribution and other information relating to the nature,
extent and quality of services provided by NAM. Between the
regularly scheduled quarterly meetings, the Board Members
received information on particular matters as the need arose. In
preparation for their considerations at the May Meeting, the
Independent Board Members also received extensive materials,
well in advance of their meeting, which outlined or are related
to, among other things:
|
|
|
the nature, extent and quality of services provided by NAM;
|
|
|
the organization and business operations of NAM, including the
responsibilities of various departments and key personnel;
|
|
|
each Funds past performance as well as the Funds
performance compared to funds with similar investment objectives
based on data and information provided by an independent third
party and to customized benchmarks;
|
|
|
the profitability of Nuveen and certain industry profitability
analyses for unaffiliated advisers;
|
|
|
the expenses of Nuveen in providing the various services;
|
|
|
the advisory fees and total expense ratios of each Fund,
including comparisons of such fees and expenses with those of
comparable, unaffiliated funds based on information and data
provided by an independent third party (the Peer
Universe) as well as compared to a subset of funds within
the Peer Universe (the Peer Group) of the respective
Fund (as applicable);
|
|
|
the advisory fees NAM assesses to other types of investment
products or clients;
|
|
|
the soft dollar practices of NAM, if any; and
|
|
|
from independent legal counsel, a legal memorandum describing
among other things, applicable laws, regulations and duties in
reviewing and approving advisory contracts.
|
At the May Meeting, NAM made a presentation to, and responded to
questions from, the Board. Prior to and after the presentations
and reviewing the written materials, the Independent Board
Members met privately with their legal counsel to review the
Boards duties in reviewing advisory contracts and
considering the renewal of the advisory contracts. The
Independent Board Members, in consultation with independent
counsel, reviewed the factors
11
set out in judicial decisions and SEC directives relating to the
renewal of advisory contracts. As outlined in more detail below,
the Board Members considered all factors they believed relevant
with respect to each Fund, including, but not limited to, the
following: (a) the nature, extent and quality of the
services to be provided by NAM; (b) the investment
performance of the Fund and NAM; (c) the costs of the
services to be provided and profits to be realized by Nuveen and
its affiliates; (d) the extent to which economies of scale
would be realized; and (e) whether fee levels reflect those
economies of scale for the benefit of the Funds investors.
In addition, as noted, the Board Members met regularly
throughout the year to oversee the Funds. In evaluating the
Original Investment Management Agreements, the Board Members
also relied upon their knowledge of NAM, its services and the
Funds resulting from their meetings and other interactions
throughout the year. It is with this background that the Board
Members considered each Original Investment Management Agreement.
|
|
A.
|
Nature, Extent
and Quality of Services
|
In considering renewal of the Original Investment Management
Agreements, the Board Members considered the nature, extent and
quality of NAMs services. The Board Members reviewed
materials outlining, among other things, Nuveens
organization and business; the types of services that NAM or its
affiliates provide and are expected to provide to the Funds; the
performance record of the applicable Fund (as described in
further detail below); and any initiatives Nuveen had taken for
the municipal fund product line. As noted, the Board Members
were already familiar with the organization, operations and
personnel of NAM due to the Board Members experience in
governing the respective Funds and working with NAM on matters
relating to the Funds. With respect to personnel, the Board
Members recognized NAMs investment in additional qualified
personnel throughout the various groups in the organization and
recommended to NAM that it continue to review staffing needs as
necessary. In addition, the Board Members reviewed materials
describing the current status and, in particular, the
developments in 2006 with respect to NAMs investment
process, investment strategies (including additional tools used
in executing such strategies), personnel (including portfolio
management and research teams), trading process, hedging
activities, risk management operations (e.g., reviewing credit
quality, duration limits, derivatives use, as applicable), and
investment operations (such as enhancements to trading
procedures, pricing procedures, and client services). The Board
Members recognized Nuveens investment of resources and
efforts to continue to enhance and refine its investment process.
In addition to advisory services, the Independent Board Members
considered the quality of administrative and non-advisory
services provided by NAM and noted that NAM provides the Funds
with a wide variety of services and officers and other personnel
as are necessary for the operations of the Funds, including,
|
|
|
product management;
|
|
|
fund administration;
|
|
|
oversight of shareholder services and other fund service
providers;
|
|
|
administration of Board relations;
|
|
|
regulatory and portfolio compliance; and
|
|
|
legal support.
|
12
As the Funds operate in a highly regulated industry and given
the importance of compliance, the Board Members considered, in
particular, Nuveens compliance activities for the Funds
and enhancements thereto. In this regard, the Board Members
recognized the quality of Nuveens compliance team. The
Board Members further noted Nuveens negotiations with
other service providers and the corresponding reduction in
certain service providers fees.
With respect to closed-end funds, in addition to the foregoing
services, the Board Members also noted the additional services
that NAM or its affiliates provide to closed-end funds,
including, in particular, its secondary market support
activities. The Board Members recognized Nuveens continued
commitment to supporting the secondary market for the common
shares of its closed-end funds through a variety of programs
designed to raise investor and analyst awareness and
understanding of closed-end funds. These efforts include:
|
|
|
maintaining shareholder communications;
|
|
|
providing advertising for closed-end funds;
|
|
|
maintaining its closed-end fund website;
|
|
|
maintaining continual contact with financial advisers;
|
|
|
providing educational symposia;
|
|
|
conducting research with investors and financial analysis
regarding closed-end funds; and
|
|
|
evaluating secondary market performance.
|
With respect to Funds that utilize leverage through the issuance
of Preferred Shares, the Board Members noted Nuveens
continued support for the holders of Preferred Shares by, among
other things:
|
|
|
maintaining an in-house trading desk;
|
|
|
maintaining a product manager for the Preferred Shares;
|
|
|
developing distribution for Preferred Shares with new market
participants;
|
|
|
maintaining an orderly auction process;
|
|
|
managing leverage and risk management of leverage; and
|
|
|
maintaining systems necessary to test compliance with rating
agency criteria.
|
Based on their review, the Board Members found that, overall,
the nature, extent and quality of services provided (and
expected to be provided) to the respective Funds under the
Original Investment Management Agreements were satisfactory.
|
|
B.
|
The Investment
Performance of the Funds and NAM
|
The Board considered the investment performance for each Fund,
including the Funds historic performance as well as its
performance compared to funds with similar investment objectives
(the Performance Peer Group) based on data provided
by an independent third party (as described below). The Board
Members also reviewed portfolio level performance against
customized benchmarks, as described in further detail below.
13
In evaluating the performance information, in certain instances,
the Board Members noted that the closest Performance Peer Group
for a Fund may not adequately reflect such Funds
investment objectives and strategies, thereby limiting the
usefulness of the comparisons of such Funds performance
with that of the Performance Peer Group.
With respect to state specific municipal funds, the Board
Members also recognized that certain funds do not have a
corresponding state specific Performance Peer Group in which
case their performance is measured against a more general
municipal category for various states. Funds that do not have
corresponding state-specific Performance Peer Groups are from
states other than New York, California, Florida, New Jersey,
Michigan, and Pennsylvania. However, with respect to Funds based
in Florida, New Jersey, Michigan and Pennsylvania, the peer
group may be so small or the Nuveen Funds may dominate the
category to such an extent that performance information for such
Funds was also compared to a more general category for all
states (other than New York and California).
The Board Members reviewed performance information including,
among other things, total return information compared with the
Funds Performance Peer Group for the one-, three- and
five-year periods (as applicable) ending December 31, 2006.
The Board Members also reviewed the Funds portfolio level
performance (which does not reflect fund level fees and
expenses, and leverage) compared to customized portfolio-level
benchmarks for the one- and three-year periods ending
December 31, 2006 (as applicable). The analysis was used to
assess the efficacy of investment decisions against appropriate
measures of risk and total return, within specific market
segments. This information supplemented the Fund performance
information provided to the Board at each of its quarterly
meetings. Based on their review, the Board Members determined
that each Funds investment performance over time had been
satisfactory, subject to the following. With respect to various
municipal closed-end funds, the Board Members noted relative
total return underperformance in recent years compared to peers.
The Board Members reviewed materials and discussed with NAM the
factors contributing to the shift in performance including,
among other things, the degree of risk undertaken by peers
compared to the Funds (such as through the increased use of
leverage or taking concentrated positions in high risk credits).
In addition, the Board Members also considered a Funds
dividend performance and the extent of any secondary market
discounts. The Board Members noted NAMs efforts to
evaluate the factors affecting performance and determine whether
modification to a Funds investment strategy is necessary
or appropriate, and concluded they were satisfied with the steps
being taken.
|
|
C.
|
Fees, Expenses
and Profitability
|
In evaluating the management fees and expenses of a Fund, the
Board reviewed, among other things, the Funds advisory
fees (net and gross management fees) and total expense ratios
(before and after expense reimbursements
and/or
waivers) in absolute terms as well as comparisons to the gross
management fees (before waivers), net management fees (after
waivers) and total expense ratios (before and after waivers) of
comparable funds in the Peer Universe and the Peer Group. In
reviewing the fee schedule for a Fund, the Board Members
considered the fund-level and complex-wide breakpoint schedules
(described in further detail below) and any fee waivers and
reimbursements provided by Nuveen (applicable, in particular,
for certain Funds launched since 1999). The Board Members
further reviewed data regarding
14
the construction of Peer Groups as well as the methods of
measurement for the fee and expense analysis and the performance
analysis. In certain cases, due to the small number of peers in
the Peer Universe, the Peer Universe and Peer Group had
significant overlap or even consisted entirely of the same
unaffiliated funds. In reviewing the comparison of fee and
expense information, the Board Members recognized that in
certain cases, the Fund size relative to peers, the small size
and odd composition of the Peer Group (including differences in
objectives and strategies), expense anomalies, timing of
information used or other factors impacting the comparisons
thereby limited some of the usefulness of the comparative data.
The Board Members also considered the differences in the use of
leverage. Based on their review of the fee and expense
information provided, the Board Members determined that each
Funds net total expense ratio was within an acceptable
range compared to peers.
|
|
2.
|
Comparisons with
the Fees of Other Clients
|
The Board Members further reviewed data comparing the advisory
fees of NAM with fees NAM charges to other clients. With respect
to municipal funds, such other clients include NAMs
municipal separately managed accounts. In general, the advisory
fees charged for separate accounts are somewhat lower than the
advisory fees assessed to the Funds. The Board Members
considered the differences in the product types, including, but
not limited to, the services provided, the structure and
operations, product distribution and costs thereof, portfolio
investment policies, investor profiles, account sizes and
regulatory requirements. The Board Members noted, in particular,
that the range of services provided to the Funds (as discussed
above) is much more extensive than that provided to separately
managed accounts. As described in further detail above, such
additional services include, but are not limited to: product
management, fund administration, oversight of third party
service providers, administration of Board relations, and legal
support. The Board Members noted that the Funds operate in a
highly regulated industry requiring extensive compliance
functions compared to other investment products. Given the
inherent differences in the products, particularly the extensive
services provided to the Funds, the Board Members believe such
facts justify the different levels of fees.
|
|
3.
|
Profitability of
Nuveen
|
In conjunction with its review of fees, the Board Members also
considered the profitability of Nuveen for its advisory
activities (which incorporated Nuveens wholly-owned
affiliated sub-advisers) and its financial condition. The Board
Members reviewed the revenues and expenses of Nuveens
advisory activities for the last three years, the allocation
methodology used in preparing the profitability data as well as
the 2006 Annual Report for Nuveen. The Board Members noted this
information supplemented the profitability information requested
and received during the year to help keep them apprised of
developments affecting profitability (such as changes in fee
waivers and expense reimbursement commitments). In this regard,
the Board Members noted the enhanced dialogue and information
regarding profitability with NAM during the year, including more
frequent meetings and updates from Nuveens corporate
finance group. The Board Members also reviewed data comparing
Nuveens profitability with other fund sponsors prepared by
three independent third party service providers as well as
comparisons of the revenues, expenses and profit margins of
various unaffiliated management firms with similar amounts of
assets under management prepared by Nuveen.
15
In reviewing profitability, the Board Members recognized the
subjective nature of determining profitability which may be
affected by numerous factors, including the allocation of
expenses. Further, the Board Members recognized the difficulties
in making comparisons as the profitability of other advisers
generally is not publicly available and the profitability
information that is available for certain advisers or management
firms may not be representative of the industry and may be
affected by, among other things, the advisers particular
business mix, capital costs, types of funds managed and expense
allocations.
Notwithstanding the foregoing, the Board Members reviewed
Nuveens methodology and assumptions for allocating
expenses across product lines to determine profitability. Last
year, the Board Members also designated an Independent Board
Member as a point person for the Board to review the methodology
determinations during the year and any refinements thereto,
which relevant information produced from such process was
reported to the full Board. In reviewing profitability, the
Board Members recognized Nuveens increased investment into
its fund business. Based on its review, the Board Members
concluded that they were satisfied that Nuveens level of
profitability for its advisory activities was reasonable in
light of the services provided.
In evaluating the reasonableness of the compensation, the Board
Members also considered other amounts paid to NAM by the Funds
as well as any indirect benefits (such as soft dollar
arrangements, if any) NAM and its affiliates receive, or are
expected to receive, that are directly attributable to the
management of the Funds, if any. See Section E below for
additional information on indirect benefits NAM may receive as a
result of its relationship with the Funds. Based on their review
of the overall fee arrangements of each Fund, the Board Members
determined that the advisory fees and expenses of the Fund were
reasonable.
|
|
D.
|
Economies
of Scale and Whether Fee Levels Reflect These Economies of
Scale
|
With respect to economies of scale, the Board Members recognized
the potential benefits resulting from the costs of a Fund being
spread over a larger asset base. To help ensure the shareholders
share in these benefits, the Board Members reviewed and
considered the breakpoints in the advisory fee schedules that
reduce advisory fees. In addition to advisory fee breakpoints,
the Board also approved a complex-wide fee arrangement in 2004.
Pursuant to the complex-wide fee arrangement, the fees of the
funds in the Nuveen complex, including the Funds, are reduced as
the assets in the fund complex reach certain levels. In
evaluating the complex-wide fee arrangement, the Board Members
noted that the last complex-wide asset level breakpoint for the
complex-wide fee schedule was at $91 billion and that the
Board Members anticipated further review
and/or
negotiations prior to the assets of the Nuveen complex reaching
such threshold. Based on their review, the Board Members
concluded that the breakpoint schedule and complex-wide fee
arrangement were acceptable and desirable in providing benefits
from economies of scale to shareholders, subject to further
evaluation of the complex-wide fee schedule as assets in the
complex increase.
In evaluating fees, the Board Members also considered any
indirect benefits or profits NAM or its affiliates may receive
as a result of its relationship with each Fund. With respect to
closed-end funds, the Board Members considered revenues received
by affiliates of NAM for serving
16
as agent at Nuveens preferred trading desk and for serving
as a co-manager in the initial public offering of new closed-end
exchange traded funds.
In addition to the above, the Board Members considered whether
NAM received any benefits from soft dollar arrangements whereby
a portion of the commissions paid by a Fund for brokerage may be
used to acquire research that may be useful to NAM in managing
the assets of the Funds and other clients. With respect to NAM,
the Board Members noted that NAM does not currently have any
soft dollar arrangements; however, to the extent certain bona
fide agency transactions that occur on markets that
traditionally trade on a principal basis and riskless principal
transactions are considered as generating
commissions, NAM intends to comply with the
applicable safe harbor provisions.
Based on their review, the Board Members concluded that any
indirect benefits received by NAM as a result of its
relationship with the Funds were reasonable and within
acceptable parameters.
The Board Members did not identify any single factor discussed
previously as all-important or controlling. The Board Members,
including the Independent Board Members, unanimously concluded
that the terms of the Original Investment Management Agreements
are fair and reasonable, that NAMs fees are reasonable in
light of the services provided to each Fund and that the renewal
of the Original Investment Management Agreements should be
approved.
|
|
II.
|
Approval of the
New Investment Management Agreements
|
Following the May Meeting, the Board Members were advised of the
potential Transaction. As noted above, the completion of the
Transaction would terminate each of the Original Investment
Management Agreements. Accordingly, at a meeting held on
July 31, 2007 (the July Meeting), the Board of
each Fund, including the Independent Board Members, unanimously
approved the New Investment Management Agreement on behalf of
each Fund. Leading up to the July Meeting, the Board Members had
several meetings and deliberations with and without Nuveen
management present, and with the advice of legal counsel,
regarding the proposed Transaction as outlined below.
On June 8, 2007, the Board Members held a special meeting
to discuss the proposed Transaction. At that meeting, the Board
Members established a special ad hoc committee comprised solely
of Independent Board Members to focus on the Transaction and to
keep the Independent Board Members updated with developments
regarding the Transaction. On June 15, 2007, the ad hoc
committee met with representatives of NAM to discuss
modifications to the complex-wide fee schedule that would
generate additional fee savings at specified levels of
complex-wide asset growth (as set forth in Appendix D). On
June 15, 2007, the ad hoc committee also discussed the
Transaction with representatives of Nuveen at a telephonic
meeting. Following the foregoing meetings and several subsequent
telephonic conferences among Independent Board Members and
independent counsel, and between Independent Board Members and
representatives of Nuveen, the Board met on June 18, 2007
to further discuss the proposed Transaction. Immediately prior
to and then again during the June 18, 2007 meeting, the
Independent Board Members met privately with their independent
legal counsel. At that meeting, the Board met with
representatives of MDP, of Goldman Sachs, Nuveens
financial adviser in the Transaction, and of the Nuveen Board to
discuss, among other
17
things, the history and structure of MDP, the terms of the
proposed Transaction (including the financing terms), and
MDPs general plans and intentions with respect to Nuveen
(including with respect to management, employees, and future
growth prospects). On July 9, 2007, the Board also met to
be updated on the Transaction as part of a special telephonic
meeting. The Board Members were further updated at a special
in-person board meeting held on July 19, 2007 (one
Independent Board Member participated telephonically).
Subsequently, on July 27, 2007, the ad hoc committee met
with representatives of Nuveen and MDP to further discuss, among
other things, the Transaction, the financing of the Transaction,
retention and incentive plans for key employees, the effect of
regulatory restrictions on transactions with affiliates after
the Transaction, and current market conditions and their impact
on the Transaction.
In connection with their review of the New Investment Management
Agreements, the Independent Board Members, through their
independent legal counsel, also requested in writing and
received additional information regarding the proposed
Transaction and its impact on the provision of services by NAM
and its affiliates.
The Independent Board Members received, well in advance of the
July Meeting, materials which outlined, among other things:
|
|
|
the structure and terms of the Transaction, including MDPs
co-investor entities and their expected ownership interests and
the financing arrangements that will exist for Nuveen following
the closing of the Transaction;
|
|
|
the strategic plan for Nuveen following the Transaction;
|
|
|
the governance structure for Nuveen following the Transaction;
|
|
|
any anticipated changes in the operations of the Nuveen Funds
following the Transaction, including changes to NAMs and
Nuveens day-to-day management, infrastructure and ability
to provide advisory, distribution or other applicable services
to the Funds;
|
|
|
any changes to senior management or key personnel who work on
Fund related matters (including portfolio management, investment
oversight, and legal/compliance) and any retention or incentive
arrangements for such persons;
|
|
|
any anticipated effect on each Funds expense ratio
(including advisory fees) following the Transaction;
|
|
|
any benefits or undue burdens imposed on the Funds as a result
of the Transaction;
|
|
|
any legal issues for the Funds as a result of the Transaction;
|
|
|
the nature, quality and extent of services expected to be
provided to the Funds following the Transaction, changes to any
existing services and policies affecting the Funds, and
cost-cutting efforts, if any, that may impact such services or
policies;
|
|
|
any conflicts of interest that may arise for Nuveen or MDP with
respect to the Funds;
|
|
|
the costs associated with obtaining necessary shareholder
approvals, and who would bear those costs; and
|
|
|
from legal counsel, a memorandum describing the applicable laws,
regulations and duties in approving advisory contracts,
including, in particular, with respect to a change of control.
|
18
Immediately preceding the July Meeting, representatives of MDP
met with the Board to further respond to questions regarding the
Transaction. After the meeting with MDP, the Independent Board
Members met with independent legal counsel in executive session.
At the July Meeting, Nuveen also made a presentation and
responded to questions. Following the presentations and
discussions of the materials presented to the Board, the
Independent Board Members met again in executive session with
their counsel. As outlined in more detail below, the Independent
Board Members considered all factors they believed relevant with
respect to each Fund, including the impact that the Transaction
could be expected to have on the following: (a) the nature,
extent and quality of services to be provided; (b) the
investment performance of the Funds; (c) the costs of the
services and profits to be realized by Nuveen and its affiliate;
(d) the extent to which economies of scale would be
realized; and (e) whether fee levels reflect those
economies of scale for the benefit of investors. As noted above,
the Board Members had recently completed their annual review of
the Original Investment Management Agreements at the May Meeting
and many of the factors considered at the annual review were
applicable to their evaluation of the New Investment Management
Agreements. Accordingly, in evaluating the New Investment
Management Agreements, the Board Members relied upon their
knowledge and experience with NAM and considered the information
received and their evaluations and conclusions drawn at the
annual review. The Independent Board Members evaluated all
information available to them on a
Fund-by-Fund
basis, and their determinations were made separately in respect
of each Fund.
|
|
A.
|
Nature, Extent
and Quality of Services
|
In evaluating the nature, quality and extent of the services
expected to be provided by NAM under the New Investment
Management Agreements, the Independent Board Members considered,
among other things, the expected impact, if any, of the
Transaction on the operations, facilities, organization and
personnel of NAM; the potential implications of regulatory
restrictions on the Funds following the Transaction; the ability
of NAM and its affiliates to perform their duties after the
Transaction; and any anticipated changes to the current
investment and other practices of the Funds.
The Board noted that the terms of each New Investment Management
Agreement, including fees payable thereunder, are substantially
identical to those of the Original Investment Management
Agreement relating to the same Fund (with both reflecting
reductions to fee levels in the complex-wide fee schedule for
complex-wide assets in excess of $80 billion that became
effective on August 20, 2007). The Board considered that
the services to be provided and the standard of care under the
New Investment Management Agreements are the same as the
Original Investment Management Agreements. The Board Members
further noted that key personnel who have responsibility for the
Funds in any area, including portfolio management, investment
oversight, fund management, fund operations, product management,
legal/compliance and board support functions, are expected to be
the same following the Transaction. The Board Members considered
and are familiar with the qualifications, skills and experience
of such personnel. The Board also considered certain information
regarding anticipated retention or incentive plans designed to
retain key personnel. Further, the Board Members noted that no
changes to Nuveens infrastructure or operations as a
result of the Transaction were anticipated other than potential
enhancements as a result of an expected increase in the level of
investment in such infrastructure and personnel. The Board noted
MDPs representations that it does not plan to have a
direct role in the management of Nuveen, appointing new
19
management personnel, or directly impacting individual staffing
decisions. The Board Members also noted that there were not any
planned cost cutting measures that could be expected
to reduce the nature, extent, or quality of services. After
consideration of the foregoing, the Board Members concluded that
no diminution in the nature, quality and extent of services
provided to the Funds and their shareholders is expected.
In addition to the above, the Board Members considered potential
changes in the operations of each Fund. In this regard, the
Board Members considered the potential effect of regulatory
restrictions on the Funds transactions with future
affiliated persons. During their deliberations, it was noted
that, after the Transaction, a subsidiary of Merrill Lynch is
expected to have an ownership interest in Nuveen at a level that
will make Merrill Lynch an affiliated person of Nuveen. The
Board Members recognized that applicable law would generally
prohibit the Funds from engaging in securities transactions with
Merrill Lynch as principal, and would also impose restrictions
on using Merrill Lynch for agency transactions. They recognized
that having MDP and Merrill Lynch as affiliates may restrict the
Funds ability to invest in securities of issuers
controlled by MDP or issued by Merrill Lynch and its affiliates
even if not bought directly from MDP or Merrill Lynch as
principal. They also recognized that various regulations may
require the Funds to apply investment limitations on a combined
basis with affiliates of Merrill Lynch. The Board Members
considered information provided by NAM regarding the potential
impact on the Funds operations as a result of these
regulatory restrictions. The Board Members considered, in
particular, the Funds that may be impacted most by the
restricted access to Merrill Lynch, including: municipal funds
(particularly certain state-specific funds), senior loan funds,
taxable fixed income funds, preferred security funds and funds
that heavily use derivatives. The Board Members considered such
Funds historic use of Merrill Lynch as principal in their
transactions and information provided by NAM regarding the
expected impact resulting from Merrill Lynchs affiliation
with Nuveen and available measures that could be taken to
minimize such impact. NAM informed the Board Members, although
difficult to determine with certainty, that its management did
not believe that MDPs or Merrill Lynchs status as an
affiliate of Nuveen would have a material adverse effect on any
Funds ability to pursue its investment objectives and
policies.
In addition to the regulatory restrictions considered by the
Board, the Board Members also considered potential conflicts of
interest that could arise between the Funds and various parties
to the Transaction and discussed possible ways of addressing
such conflicts.
Based on its review along with its considerations regarding
services at the annual review at the May Meeting, the Board
concluded that the Transaction was not expected to adversely
affect the nature, quality or extent of services provided by NAM
and that the expected nature, quality and extent of such
services supported approval of the New Investment Management
Agreements.
|
|
B.
|
Performance of
the Funds
|
With respect to the performance of the Funds, the Board
considered that the portfolio management personnel responsible
for the management of the Funds portfolios were expected
to continue to manage the portfolios following the completion of
the Transaction.
In addition, the Board Members recently reviewed Fund
performance at the May Meeting as described above and determined
that Fund performance was satisfactory or better, subject to the
following. With respect to certain municipal closed-end funds
with relative short-term
20
underperformance, the Board Members concluded NAM was taking
steps to evaluate the factors affecting performance and those
steps would continue following the Transaction. Further, the
investment policies and strategies were not expected to change
as a result of the Transaction.
In light of the foregoing factors, along with the prior findings
regarding performance at the annual review, the Board concluded
that its findings with respect to performance supported approval
of the New Investment Management Agreements.
|
|
C.
|
Fees, Expenses
and Profitability
|
As described in more detail above, during the annual review the
Board Members considered, among other things, the management
fees and expenses of the Funds, the breakpoint schedules, and
comparisons of such fees and expenses with peers. At the annual
review, the Board Members determined that the Funds
advisory fees and expenses were reasonable. In evaluating the
costs of services to be provided by NAM under the New Investment
Management Agreements and the profitability of Nuveen for its
advisory activities, the Board Members considered their prior
conclusions at the annual review and whether the management fees
or other expenses would change as a result of the Transaction.
As described above, the investment management fee is composed of
two componentsa fund-level component and complex-wide
level component. The fee schedule under the New Investment
Management Agreements to be paid to NAM is identical to that
under the Original Investment Management Agreements, including
the modified complex-wide fee schedule. As noted above, the
Board recently approved a modified complex-wide fee schedule
that would generate additional fee savings on complex-wide
assets above $80 billion. See Appendix D for both the
prior and the new complex-wide fee schedule. The modifications
have an effective date of August 20, 2007 and are part of
the Original Investment Agreements. Accordingly, the terms of
the complex-wide component under the New Investment Management
Agreements are the same as under the Original Investment
Management Agreements. The Board Members also noted that Nuveen
has committed for a period of two years from the date of closing
of the Transaction that it will not increase gross management
fees for any Fund and will not reduce voluntary expense
reimbursement levels for any Fund from their currently scheduled
prospective levels. Based on the information provided, the Board
Members did not expect that overall Fund expenses would increase
as a result of the Transaction. In addition, the Board Members
considered that additional fund launches were anticipated after
the Transaction which would result in an increase in total
assets under management in the complex and a corresponding
decrease in overall management fees under the complex-wide fee
schedule. Taking into consideration the Boards prior
evaluation of fees and expenses at the annual renewal, and the
modification to the complex-wide fee schedule, the Board
determined that the management fees and expenses were reasonable.
While it is difficult to predict with any degree of certainty
the impact of the Transaction on Nuveens profitability, at
the recent annual review, the Board Members were satisfied that
Nuveens level of profitability for its advisory activities
was reasonable. During the year, the Board Members had noted the
enhanced dialogue regarding profitability and the appointment of
an Independent Board Member as a point person to review
methodology determinations and refinements in calculating
profitability. Given their considerations at the annual review
and the modifications to the complex-wide fee schedule, the
Board Members were satisfied that Nuveens level of
profitability for its advisory activities continues to be
reasonable.
21
|
|
D.
|
Economies
of Scale and Whether Fee Levels Reflect These Economies of
Scale
|
The Board Members have been cognizant of economies of scale and
the potential benefits resulting from the costs of a Fund being
spread over a larger asset base. To help ensure that
shareholders share in the benefits derived from economies of
scale, the Board adopted the complex-wide fee arrangement in
2004. At the May Meeting, the Board Members reviewed the
complex-wide fee arrangements and noted that additional
negotiations may be necessary or appropriate as the assets in
the complex approached the $91 billion threshold. In light
of this assessment coupled with the upcoming Transaction, at the
June 15, 2007 meeting, the ad hoc committee met with
representatives of Nuveen to further discuss modifications to
the complex-wide fee schedule that would generate additional
savings for shareholders as the assets of the complex grow. The
proposed terms for the complex-wide fee schedule is expressed in
terms of targeted cumulative savings at specified levels of
complex-wide assets, rather than in terms of targeted marginal
complex-wide fee rates. Under the modified schedule, the
schedule would generate additional fee savings beginning at
complex-wide assets of $80 billion in order to achieve
targeted cumulative annual savings at $91 billion of
$28 million on a complex-wide level (approximately
$0.6 million higher than those generated under the then
current schedule) and generate additional fee savings for asset
growth above complex-wide assets of $91 billion in order to
achieve targeted annual savings at $125 billion of assets
of approximately $50 million on a complex-wide level
(approximately $2.2 million higher annually than that
generated under the then current schedule). At the July Meeting,
the Board approved the modified complex-wide fee schedule for
the Original Investment Management Agreements and these same
terms will apply to the New Investment Management Agreements.
Accordingly, the Board Members believe that the breakpoint
schedules and revised complex-wide fee schedule are appropriate
and desirable in ensuring that shareholders participate in the
benefits derived from economies of scale.
During their recent annual review, the Board Members considered
any indirect benefits that NAM may receive as a result of its
relationship with the Funds, as described above. As the policies
and operations of Nuveen are not anticipated to change
significantly after the Transaction, such indirect benefits
should remain after the Transaction. The Board Members further
considered any additional indirect benefits to be received by
NAM or its affiliates after the Transaction. The Board Members
noted that other than benefits from its ownership interest in
Nuveen and indirect benefits from fee revenues paid by the Funds
under the management agreements and other Board-approved
relationships, it was currently not expected that MDP or its
affiliates would derive any benefit from the Funds as a result
of the Transaction or transact any business with or on behalf of
the Funds (other than perhaps potential Fund acquisitions, in
secondary market transactions, of securities issued by MDP
portfolio companies); or that Merrill Lynch or its affiliates
would derive any benefits from the Funds as a result of the
Transaction (noting that, indeed, Merrill Lynch would stand to
experience the discontinuation of principal transaction activity
with the Funds and likely would experience a noticeable
reduction in the volume of agency transactions with the Funds).
22
In addition to the factors above, the Board Members also
considered the following with respect to the Funds:
|
|
|
Nuveen would rely on the provisions of Section 15(f) of the
1940 Act (as described above). In this regard, to help ensure
that an unfair burden is not imposed on the Funds, Nuveen has
committed for a period of two years from the date of the closing
of the Transaction (i) not to increase gross management
fees for any Fund; (ii) not to reduce voluntary expense
reimbursement levels for any Fund from their currently scheduled
prospective levels during that period; (iii) that no Fund
whose portfolio is managed by a Nuveen affiliate shall use
Merrill Lynch as a broker with respect to portfolio transactions
done on an agency basis, except as may be approved in the future
by the Compliance Committee of the Board; and (iv) that NAM
shall not cause the Funds and other municipal funds that NAM
manages, as a whole, to enter into portfolio transactions with
or through the other minority owners of Nuveen, on either a
principal or agency basis, to a significantly greater extent
than both what one would expect an investment team to use such
firm in the normal course of business, and what NAM has
historically done, without prior Board or Compliance Committee
approval (excluding the impact of proportionally increasing the
use of such other minority owners to fill the void
necessitated by not being able to use Merrill Lynch).
|
|
|
The Funds would not incur any costs in seeking the necessary
shareholder approvals for the New Investment Management
Agreements (except for costs attributed to seeking shareholder
approvals of Fund specific matters unrelated to the Transaction,
such as approval of Board Members or changes to investment
policies in which case a portion of such costs will be borne by
the applicable Funds).
|
|
|
The reputation, financial strength and resources of MDP.
|
|
|
The long-term investment philosophy of MDP and anticipated plans
to grow Nuveens business to the benefit of these Funds.
|
|
|
The benefits to the Funds as a result of the Transaction
including: (i) as a private company, Nuveen may have more
flexibility in making additional investments in its business;
(ii) as a private company, Nuveen may be better able to
structure compensation packages to attract and retain talented
personnel; (iii) as certain of Nuveens distribution
partners are expected to be equity or debt investors in Nuveen,
Nuveen may be able to take advantage of new or enhanced
distribution arrangements with such partners; and
(iv) MDPs experience, capabilities and resources that
may help Nuveen identify and acquire investment teams or firms
and finance such acquisitions.
|
|
|
The historic premium and discount levels at which the shares of
the Funds have traded at specified dates with particular focus
on the premiums and discounts after the announcement of the
Transaction, taking into consideration recent volatile market
conditions and steps or initiatives considered or undertaken by
NAM to address discount levels.
|
The Board Members did not identify any single factor discussed
previously as all-important or controlling. The Board Members,
including the Independent Board Members, unanimously concluded
that the terms of the New Investment Management Agreements are
fair and
23
reasonable, that the fees therein are reasonable in light of the
services to be provided to each Fund and that the New Investment
Management Agreements should be approved and recommended to
shareholders.
III. Approval
of Interim Contracts
As noted above, at the July Meeting, the Board Members,
including the Independent Board Members, unanimously approved
Interim Investment Management Agreements. If necessary to ensure
continuity of advisory services, the Interim Investment
Management Agreements will take effect upon the closing of the
Transaction if shareholders have not yet approved the New
Investment Management Agreements. The terms of each Interim
Investment Management Agreement are substantially identical to
those of the corresponding Original Investment Management
Agreement and New Investment Management Agreement, respectively,
except for the term and escrow provisions described above. In
light of the foregoing, the Board Members, including the
Independent Board Members, unanimously determined that the scope
and quality of services to be provided to the Funds under the
respective Interim Investment Management Agreement are at least
equivalent to the scope and quality of services provided under
the applicable Original Investment Management Agreement.
Information about
the Adviser
NAM, a registered investment adviser, is a wholly-owned
subsidiary of Nuveen. Founded in 1898, Nuveen and its affiliates
had approximately $172 billion in assets under management
as of June 30, 2007. Nuveen is currently a publicly traded
company. Nuveen is currently listed on the New York Stock
Exchange and trades under the symbol JNC.
The principal occupation of the officers and directors of NAM is
shown in Appendix E. The business address of NAM, Nuveen
and each principal executive officer and director of NAM is
333 West Wacker Drive, Chicago, Illinois 60606.
Tim Schwertfeger, Chairman of the Board,
sold shares
of
Class
stock of Nuveen and
purchased shares
of
Class stock
of Nuveen on
the Exchange
since November 1, 2005.
Mr.
received $ in exchange for his
shares of Nuveen sold.
Mr. Schwertfeger is currently a Director and Non-Executive
Chairman of Nuveen. Prior to July 1, 2007, he was Chairman
and CEO of Nuveen. In addition to his interests as a stockholder
of Nuveen, Mr. Schwertfeger has interests in the
Transaction. As a result of the Transaction,
Mr. Schwertfegers outstanding options to acquire
shares of Nuveen common stock under various Nuveen stock option
plans will be cashed out and his outstanding shares of
restricted stock (and deferred restricted stock) granted under
Nuveens equity incentive plans will become fully vested
and will be converted into the right to receive a cash payment.
Based on the number of options and shares of restricted stock
held by Mr. Schwertfeger as of July 19, 2007, without
regard to any deductions for withholding taxes, his options and
restricted stock are valued at $118,621,561.61 and
$29,405,661.18, respectively.
Mr. Schwertfeger has an employment agreement with Nuveen
which provides for certain payments to Mr. Schwertfeger if
his employment is terminated under the circumstances described
in such agreement. The appointment of another individual to
serve as Chief Executive Officer of Nuveen effective
July 1, 2007 gives Mr. Schwertfeger a basis to
terminate his employment agreement and the right to receive the
payments described therein. Windy City
24
and Mr. Schwertfeger have informed Nuveen that they have
reached an agreement in principle under which
Mr. Schwertfeger would waive his rights to terminate his
employment agreement and Windy City would permit
Mr. Schwertfeger to purchase equity of Windy City after the
Transaction.
If Mr. Schwertfegers employment were to be terminated
immediately following the completion of the Transaction and
assuming that the Transaction were to be completed on
October 1, 2007, he would be entitled to severance payments
totaling $54,908,238.
If Mr. Schwertfeger were to retire on October 1, 2007,
under Nuveens Retirement Plan and Excess Benefit
Retirement Plan, the present value of his early retirement
benefits would be $4,691,653.
Shareholder
Approval
To become effective with respect to a particular Fund, the New
Investment Management Agreement must be approved by a vote of a
majority of the outstanding voting securities of the Fund, with
the Common and Preferred shareholders voting together as a
single class for those Funds that have issued Preferred Shares.
The vote of a majority of the outstanding voting
securities is defined in the 1940 Act as the lesser of the
vote of (i) 67% or more of the shares of the Fund entitled
to vote thereon present at the meeting if the holders of more
than 50% of such outstanding shares are present in person or
represented by proxy; or (ii) more than 50% of such
outstanding shares of the Fund entitled to vote thereon. Each
New Investment Management Agreement was approved by the Board of
the respective Fund after consideration of all factors which it
determined to be relevant to its deliberations, including those
discussed above. The Board of each Fund also determined to
submit the Funds New Investment Management Agreement for
consideration by the shareholders of the Fund.
The Board of each Fund unanimously recommends that
shareholders of the Fund vote FOR approval of the New Investment
Management Agreement.
|
|
2.
|
Election of Board
Members by Arizona Premium Income, Michigan Premium Income,
Michigan Quality Income, New Jersey Investment Quality, New
Jersey Premium Income and Ohio Quality Income
|
At the Meeting of Arizona Premium Income, Michigan Premium
Income, Michigan Quality Income, New Jersey Investment Quality,
New Jersey Premium Income and Ohio Quality Income, Board Members
are to be elected to serve until the next annual meeting or
until their successors shall have been duly elected and
qualified. Under the terms of each Funds organization
documents, 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.
For Arizona Premium Income, Michigan Premium Income, Michigan
Quality Income, New Jersey Investment Quality, New Jersey
Premium Income and Ohio Quality Income, which are holding their
Annual Meeting of shareholders:
|
|
(a) |
six (6) Board Members are to be elected by holders of
Common Shares and Preferred Shares, voting together as a single
class. Board Members Bremner, Evans, Hunter, Kundert, Stockdale
and Stone are nominees for election as Board Members by all
shareholders.
|
25
|
|
(b) |
two (2) Board Members are to be elected by holders of
Preferred Shares, each series voting together as a single class.
Board Members Schneider and Schwertfeger are nominees for
election by holders of Preferred Shares.
|
The other Funds described in this proxy statement are not
holding their annual meeting of shareholders and are not
electing Board Members at this Meeting.
For each Fund, the affirmative vote of a plurality of the shares
present and entitled to vote at the Meeting will be required to
elect the Board Members of that Fund.
It is the intention of the persons named in the enclosed proxy
to vote the shares represented thereby for the election of the
nominees listed in the table below unless the proxy is marked
otherwise. Each of the nominees has agreed to serve as a Board
Member of each Fund if elected. However, should any nominee
become unable or unwilling to accept nomination for election,
the proxies will be voted for substitute nominees, if any,
designated by that Funds present Board.
For the Funds electing directors, all of the Board Member
nominees were last elected to each Funds Board at the
annual meeting of shareholders held on November 14, 2006,
with the exception of Ms. Stone. In December 2006,
Ms. Stone was appointed to each Funds Board effective
January 1, 2007. Ms. Stone is presented in this Joint
Proxy Statement as a nominee for election by shareholders and
was recommended to the nominating and governance committee of
each Funds Board by a third party search firm who received
Ms. Stones name from an Independent Board Member (as
defined below).
Other than Mr. Schwertfeger, all Board Member nominees are
not interested persons, as defined in the 1940 Act,
of the Funds or the Adviser and have never been an employee or
director of Nuveen, the Advisers parent company, or any
affiliate. Accordingly, such Board Members are deemed
Independent Board Members.
The Board unanimously recommends that shareholders vote FOR
the election of the nominees named below.
Board
Nominees/Board Members
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
Other
|
|
|
|
|
|
|
|
|
Complex
|
|
Director-
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Overseen
|
|
ships Held
|
Name, Address
|
|
Held with
|
|
and Length
|
|
Principal
Occupation(s)
|
|
by Board
|
|
by Board
|
and Birth
Date
|
|
Fund
|
|
of Time
Served(1)
|
|
During Past
5 Years
|
|
Member
|
|
Member
|
|
|
Nominees who are not interested
persons of the
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert P. Bremner
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)
|
|
Board Member; Lead Independent
Director
|
|
Term: Annual
Length of Service:
Since 1996; Lead Independent Director Since 2005
|
|
Private Investor and Management
Consultant.
|
|
|
176
|
|
|
N/A
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
Other
|
|
|
|
|
|
|
|
|
Complex
|
|
Director-
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Overseen
|
|
ships Held
|
Name, Address
|
|
Held with
|
|
and Length
|
|
Principal
Occupation(s)
|
|
by Board
|
|
by Board
|
and Birth
Date
|
|
Fund
|
|
of Time
Served(1)
|
|
During Past
5 Years
|
|
Member
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack B. Evans
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/22/48)
|
|
Board Member
|
|
Term: Annual
Length of Service: Since 1999
|
|
President, The Hall-Perrine
Foundation, a private philanthropic corporation (since 1996);
Director and Vice Chairman, United Fire Group, a publicly held
company; Member of the Board of Regents for the State of Iowa
University System; Director, Gazette Companies; Life Trustee of
Coe College and Iowa College Foundation; Member of the Advisory
Council of the Department of Finance in the Tippie College of
Business, University of Iowa; formerly, Director, Alliant
Energy; formerly, Director, Federal Reserve Bank of Chicago;
formerly, President and Chief Operating Officer, SCI Financial
Group, Inc., a regional financial services firm.
|
|
|
176
|
|
|
See Principal Occupation Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William C. Hunter
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(3/6/48)
|
|
Board Member
|
|
Term: Annual
Length of Service: Since 2004
|
|
Dean, Tippie College of Business,
University of Iowa (since July 2006); Director, Credit Research
Center at Georgetown University; Director (since 2004) of Xerox
Corporation, a publicly held company; formerly, (2003-2006),
Dean and Distinguished Professor of Finance, School of Business
at the University of Connecticut; formerly, Senior Vice
President and Director of Research at the Federal Reserve Bank
of Chicago (1995 -- 2003); formerly, Director, SS&C
Technologies, Inc. (May 2005-October 2005).
|
|
|
176
|
|
|
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
Length of Service: Since 2005
|
|
Director, Northwestern Mutual
Wealth Management Company; retired (2004) as Chairman, JPMorgan
Fleming Asset Management, President and CEO, Banc One Investment
Advisors Corporation, and President, One Group Mutual Funds;
prior thereto, Executive Vice President, Bank One Corporation
and Chairman and CEO, Banc One Investment Management Group;
Board of Regents, Luther College; member of the Wisconsin Bar
Association; member of Board of Directors, Friends of Boerner
Botanical Gardens; member of Board of Directors, Milwaukee
Repertory Theater.
|
|
|
174
|
|
|
See Principal
Occupation
Description
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
Other
|
|
|
|
|
|
|
|
|
Complex
|
|
Director-
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Overseen
|
|
ships Held
|
Name, Address
|
|
Held with
|
|
and Length
|
|
Principal
Occupation(s)
|
|
by Board
|
|
by Board
|
and Birth
Date
|
|
Fund
|
|
of Time
Served(1)
|
|
During Past
5 Years
|
|
Member
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Schneider
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)
|
|
Board Member
|
|
Term: Annual
Length of Service: Since 1996
|
|
Chairman, Miller-Valentine Partners
Ltd., a real estate investment company; formerly, Senior Partner
and Chief Operating Officer (retired 2004) of Miller-Valentine
Group; formerly, Vice President, Miller-Valentine Realty;
Director, Chair of the Finance Committee and Member of the Audit
Committee of Premier Health Partners, the not-for-profit parent
company of Miami Valley Hospital; Vice President of the Dayton
Philharmonic Orchestra Association; Board Member, Regional
Leaders Forum which promotes cooperation on economic development
issues; formerly, Director, Dayton Development Coalition;
formerly, Member, Community Advisory Board, National City Bank,
Dayton, Ohio and Business Advisory Council, Cleveland Federal
Reserve Bank.
|
|
|
176
|
|
|
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
Length of Service: Since 1997
|
|
Executive Director, Gaylord and
Dorothy Donnelley Foundation (since 1994); prior thereto,
Executive Director, Great Lakes Protection Fund (from 1990 to
1994).
|
|
|
176
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carole E. Stone
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(6/28/47)
|
|
Board Member
|
|
Term: Annual
Length of Service: Since 2007
|
|
Director, Chicago Board Options
Exchange (since 2006); Chair, New York Racing Association
Oversight Board (since 2005); Commissioner, NYSE Commission on
Public Authority Reform (since 2005); formerly Director, New
York State Division of the Budget (2000-2004), Chair, Public
Authorities Control Board (2000-2004) and Director, Local
Government Assistance Corporation (2000-2004).
|
|
|
176
|
|
|
See Principal Occupation Description
|
|
Nominee who is an interested
person of the Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy R.
Schwertfeger(2)
333 West Wacker Drive
Chicago, IL 60606
(3/28/49)
|
|
Chairman of the Board and Board
Member
|
|
Term: Annual
Length of Service: Since 1996
|
|
Director (since 1996) and
Non-Executive Chairman (since July 1, 2007), formerly, Chairman
(1996 - June 30, 2007) of Nuveen Investments, Inc. and Nuveen
Investments, LLC; Chairman and Director (since 1997) of Nuveen
Asset Management; Chairman and Director (since 1999) of
Rittenhouse Asset Management, Inc.; Chairman of Nuveen
Investments Advisers, Inc. (since 2002); Chief Executive
Officer, NWQ Holdings, LLC; formerly, Director (1996-2006) of
Institutional Capital Corporation; formerly, Director
(1992-2004) and Chairman (1996-2004) of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.(3)
|
|
|
176
|
|
|
See Principal Occupation Description
|
|
|
|
|
|
(1)
|
|
Length of Service indicates the
year in which the individual became a Board Member of a fund in
the Nuveen fund complex.
|
|
(2)
|
|
Interested person as
defined in the 1940 Act, by reason of being an officer (until
July 2, 2007) and director of each Funds adviser.
|
|
(3)
|
|
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. were merged into Nuveen Asset
Management, effective January 1, 2005
|
For each Fund electing Board Members, 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
28
December 31, 2006 is set forth in Appendix A. For each
Fund, the number of shares of each Fund beneficially owned by
each Board Member and by the Board Members and officers of the
Funds as a group as of December 31, 2006 is set forth in
Appendix A. On December 31, 2006, Board Members and
executive officers as a group beneficially owned approximately
1,400,000 shares of all funds managed by NAM (including
shares held by Board Members through the Deferred Compensation
Plan for Independent Board Members and by executive officers in
Nuveens 401(k)/profit sharing plan). Each Board
Members individual beneficial shareholdings of each Fund
constituted less than 1% of the outstanding shares of each Fund.
As of the Record Date, the Board Members and executive
officers as a group beneficially owned less than 1% of the
outstanding shares of each Fund. As of the Record Date, no
shareholder beneficially owned more than 5% of any class of
shares of any Fund.
Compensation
Prior to January 1, 2007, for all Nuveen funds, Independent
Board Members received a $90,000 annual retainer plus (a) a
fee of $2,500 per day for attendance in person or by telephone
at a regularly scheduled meeting of the Board; (b) a fee of
$2,000 per meeting for attendance in person where such in-person
attendance is required and $1,000 per meeting for attendance by
telephone or in person where in-person attendance is not
required at a special, non-regularly scheduled board meeting;
(c) a fee of $1,500 per meeting for attendance in person or
by telephone at an audit committee meeting; (d) a fee of
$1,500 per meeting for attendance in person at a compliance,
risk management and regulatory oversight committee meeting where
in-person attendance is required and $1,000 per meeting for
attendance by telephone or in person where in-person attendance
is not required; (e) a fee of $1,000 per meeting for
attendance in person or by telephone for a meeting of the
dividend committee; and (f) a fee of $500 per meeting for
attendance in person at all other committee meetings (including
shareholder meetings) on a day on which no regularly scheduled
board meeting is held in which in-person attendance is required
and $250 per meeting for attendance by telephone or in person at
such committee meetings (excluding shareholder meetings) where
in-person attendance is not required and $100 per meeting when
the executive committee acts as pricing committee for IPOs,
plus, in each case, expenses incurred in attending such
meetings. In addition to the payments described above, the Lead
Independent Director received $20,000, the chairpersons of the
audit committee and the compliance, risk management and
regulatory oversight committee received $7,500 and the
chairperson of the nominating and governance committee received
$5,000 as additional retainers to the annual retainer paid to
such individuals. Independent Board Members also received a fee
of $2,000 per day for site visits on days on which no regularly
scheduled board meeting is held to entities that provide
services to the Nuveen funds. When ad hoc committees are
organized, the nominating and governance committee will at the
time of formation determine compensation to be paid to the
members of such committee, however, in general such fees were
$1,000 per meeting for attendance in person at any ad hoc
committee meeting where in-person attendance is required and
$500 per meeting for attendance by telephone or in person at
such meetings where in-person attendance is not required. The
annual retainer, fees and expenses was allocated among the funds
managed by the Adviser, on the basis of relative net asset
sizes. The Board Member affiliated with Nuveen and the Adviser
served without any compensation from the Funds.
29
Effective January 1, 2007, for all Nuveen funds,
Independent Board Members receive a $95,000 annual retainer plus
(a) a fee of $3,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board;
(b) a fee of $2,000 per meeting for attendance in person or
by telephone where in-person attendance is required and $1,500
per meeting for attendance by telephone or in person where
in-person attendance is not required at a special, non-regularly
scheduled board meeting; (c) a fee of $1,500 per meeting
for attendance in person or by telephone at an audit committee
meeting; (d) a fee of $1,500 per meeting for attendance in
person or by telephone at a regularly scheduled compliance, risk
management and regulatory oversight committee meeting;
(e) a fee of $1,500 per meeting for attendance in person at
a non-regularly scheduled compliance, risk management and
regulatory oversight committee meeting where in-person
attendance is required and $1,000 per meeting for attendance by
telephone or in person where in-person attendance is not
required, except that the chairperson of the compliance, risk
management and regulatory oversight committee may at any time
designate a non-regularly scheduled meeting of the committee as
an in-person meeting for the purposes of fees to be paid;
(f) a fee of $1,000 per meeting for attendance in person or
by telephone for a meeting of the dividend committee; and
(g) a fee of $500 per meeting for attendance in person at
all other committee meetings (including shareholder meetings) on
a day on which no regularly scheduled board meeting is held in
which in-person attendance is required and $250 per meeting for
attendance by telephone or in person at such committee meetings
(excluding shareholder meetings) where in-person attendance is
not required and $100 per meeting when the executive committee
acts as pricing committee for IPOs, plus, in each case, expenses
incurred in attending such meetings. In addition to the payments
described above, the Lead Independent Director receives $25,000,
the chairpersons of the audit committee and the compliance, risk
management and regulatory oversight committee receive $7,500 and
the chairperson of the nominating and governance committee
receives $5,000 as additional retainers to the annual retainer
paid to such individuals. Independent Board Members also receive
a fee of $2,000 per day for site visits to entities that provide
services to the Nuveen funds on days on which no regularly
scheduled board meeting is held. When ad hoc committees are
organized, the nominating and governance committee will at the
time of formation determine compensation to be paid to the
members of such committee, however, in general such fees will be
$1,000 per meeting for attendance in person at any ad hoc
committee meeting where in-person attendance is required and
$500 per meeting for attendance by telephone or in person at
such meetings where in-person attendance is not required. The
annual retainer, fees and expenses were allocated among the
funds managed by the Adviser, on the basis of relative net asset
sizes although fund management may, in its discretion, establish
a minimum amount to be allocated to each fund. The Board Member
affiliated with Nuveen and the Adviser serves without any
compensation from the Funds.
The boards of certain Nuveen funds (the Participating
Funds) established a Deferred Compensation Plan for
Independent Board Members (Deferred Compensation
Plan). Under the Deferred Compensation Plan, Independent
Board Members of the Participating Funds may defer receipt of
all, or a portion, of the compensation they earn for their
services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount had been invested
in shares of one or more eligible Nuveen funds.
30
For each Fund electing Board Members, the table below shows, for
each Independent Board Member, the aggregate compensation
(i) paid by each Fund to each Board Member for its last
fiscal year and (ii) paid (including deferred fees) for
service on the boards of the Nuveen open-end and closed-end
funds managed by the Adviser for the calendar year ended 2006.
Mr. Schwertfeger, a Board Member who is an interested
person of the Funds, does not receive any compensation from the
Funds or any Nuveen funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Compensation from the
Funds(1)(3)
|
|
|
|
Robert P.
|
|
|
Jack B.
|
|
|
William C.
|
|
|
David J.
|
|
|
William J.
|
|
|
Judith M.
|
|
|
Carole E.
|
|
Fund
|
|
Bremner
|
|
|
Evans
|
|
|
Hunter
|
|
|
Kundert
|
|
|
Schneider
|
|
|
Stockdale
|
|
|
Stone(2)
|
|
|
|
|
Arizona Premium Income
|
|
$
|
286
|
|
|
$
|
275
|
|
|
$
|
195
|
|
|
$
|
215
|
|
|
$
|
271
|
|
|
$
|
206
|
|
|
$
|
95
|
|
Michigan Premium Income
|
|
|
525
|
|
|
|
504
|
|
|
|
358
|
|
|
|
394
|
|
|
|
498
|
|
|
|
378
|
|
|
|
174
|
|
Michigan Quality Income
|
|
|
808
|
|
|
|
759
|
|
|
|
434
|
|
|
|
448
|
|
|
|
633
|
|
|
|
540
|
|
|
|
277
|
|
New Jersey Investment Quality
|
|
|
1,284
|
|
|
|
1,250
|
|
|
|
990
|
|
|
|
1,052
|
|
|
|
1,279
|
|
|
|
1,016
|
|
|
|
215
|
|
New Jersey Premium Income
|
|
|
755
|
|
|
|
735
|
|
|
|
582
|
|
|
|
618
|
|
|
|
752
|
|
|
|
597
|
|
|
|
126
|
|
Ohio Quality Income
|
|
|
714
|
|
|
|
686
|
|
|
|
487
|
|
|
|
536
|
|
|
|
678
|
|
|
|
514
|
|
|
|
238
|
|
Total Compensation from Nuveen
Funds Paid to Board Members
|
|
|
177,099
|
|
|
|
180,111
|
|
|
|
146,018
|
|
|
|
144,759
|
|
|
|
171,879
|
|
|
|
148,510
|
|
|
|
|
|
|
|
|
|
(1)
|
For all Funds, except , aggregate
compensation numbers are based on the compensation schedule in
effect prior to January 1, 2007.
For , aggregate compensation
numbers are based on a combination of the compensation schedules
in effect prior to and after January 1, 2007.
|
|
|
(2)
|
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007.
|
|
|
(3)
|
Includes deferred fees. Pursuant to a deferred compensation
agreement with certain of the Funds, deferred amounts are
treated as though an equivalent dollar amount has been invested
in shares of one or more eligible Nuveen funds. Total deferred
fees for the Funds (including the return from the assumed
investment in the eligible Nuveen funds) payable are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
Fees
|
|
|
|
Robert P.
|
|
|
Jack B.
|
|
|
William C.
|
|
|
David J.
|
|
|
William J.
|
|
|
Judith M.
|
|
|
Carole E.
|
|
Fund
|
|
Bremner
|
|
|
Evans
|
|
|
Hunter
|
|
|
Kundert
|
|
|
Schneider
|
|
|
Stockdale
|
|
|
Stone
|
|
|
|
|
Michigan Quality Income
|
|
$
|
99
|
|
|
$
|
158
|
|
|
$
|
434
|
|
|
$
|
448
|
|
|
$
|
633
|
|
|
$
|
271
|
|
|
$
|
|
|
New Jersey Investment Quality
|
|
|
202
|
|
|
|
325
|
|
|
|
990
|
|
|
|
1,052
|
|
|
|
1,279
|
|
|
|
629
|
|
|
|
|
|
New Jersey Premium Income
|
|
|
119
|
|
|
|
191
|
|
|
|
582
|
|
|
|
618
|
|
|
|
752
|
|
|
|
370
|
|
|
|
|
|
|
|
31
Nuveen maintains a charitable matching contributions program to
encourage the active support and involvement of individuals in
the civic activities of their community. The Independent Board
Members of the funds managed by the Adviser were eligible to
participate in the charitable contributions program of Nuveen
until December 31, 2006. Under the matching contributions
program, Nuveen would match the personal contributions of a
Board Member to Section 501(c)(3) organizations up to an
aggregate maximum amount of $10,000 during any calendar year.
Committees
The Board of each Fund has five standing committees: the
executive committee, the audit committee, the nominating and
governance committee, the dividend committee and the compliance,
risk management and regulatory oversight committee.
Robert P. Bremner, Judith M. Stockdale and Timothy R.
Schwertfeger, Chair, serve as members of the executive committee
of each Fund. The executive committee, which meets between
regular meetings of the Board, is authorized to exercise all of
the powers of the Board; provided that the scope of the powers
of the executive committee, unless otherwise specifically
authorized by the full Board, is limited to: (i) emergency
matters where assembly of the full Board is impracticable (in
which case management will take all reasonable steps to quickly
notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative
or ministerial nature. The number of executive committee
meetings of each Fund electing Board Members held during its
last fiscal year is shown in Appendix F.
Jack B. Evans, Judith M. Stockdale and Timothy R. Schwertfeger,
Chair, are current members of the dividend committee of each
Fund. The dividend committee is authorized to declare
distributions on the Funds shares including, but not
limited to, regular and special dividends, capital gains and
ordinary income distributions. The number of dividend committee
meetings of each Fund electing Board Members held during its
last fiscal year is shown in Appendix F.
William C. Hunter, William J. Schneider, Chair, Judith M.
Stockdale and Carole E. Stone are current members of the
compliance, risk management and regulatory oversight committee
of each Fund. The compliance, risk management and regulatory
oversight committee is responsible for the oversight of
compliance issues, risk management, and other regulatory matters
affecting the Funds which are not otherwise the jurisdiction of
the other Board committees. The number of compliance, risk
management and regulatory oversight committee meetings of each
Fund electing Board Members held during its last fiscal year is
shown in Appendix F.
Each Funds Board has an audit committee, in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the 1934 Act), that is
composed of Independent Board Members who are also
independent as that term is defined in the listing
standards pertaining to closed-end funds of the New York Stock
Exchange and American Stock Exchange, as applicable. Robert P.
Bremner, Jack B. Evans, David J. Kundert, Chair and William J.
Schneider are current members of the audit committee of each
Fund. The audit committee is responsible for the oversight and
monitoring of (1) the accounting and reporting policies,
procedures and practices and the audit of the financial
statements of the Funds, (2) the quality and integrity of
the financial statements of the Funds and (3) the
independent registered public accounting firms
qualifications, performance and independence. The audit
committee reviews the work and any recommendations of the
Funds independent registered public
32
accounting firm. Based on such review, it is authorized to make
recommendations to the Board. The audit committee is also
responsible for the oversight of the Pricing Procedures of the
Funds and the internal Valuation Group. The Boards have adopted
a written Audit Committee Charter that conforms to the listing
standards of the New York Stock Exchange and American Stock
Exchange. A copy of the Audit Committee Charter is attached to
the proxy statement as Appendix G. The number of audit
committee meetings of each Fund held electing Board Members
during its last fiscal year is shown in Appendix F.
Each Fund has a nominating and governance committee that is
composed entirely of Independent Board Members who are also
independent as defined by New York Stock Exchange or
American Stock Exchange listing standards, as applicable. Robert
P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J.
Kundert, William J. Schneider, Judith M. Stockdale and Carole E.
Stone are current members of the nominating and governance
committee of each Fund. The purpose of the nominating and
governance committee is to seek, identify and recommend to the
Board qualified candidates for election or appointment to each
Funds Board. In addition, the committee oversees matters
of corporate governance, including the evaluation of Board
performance and processes, and assignment and rotation of
committee members, and the establishment of corporate governance
guidelines and procedures, to the extent necessary or desirable.
The committee operates under a written charter adopted and
approved by the Boards of each Fund, a copy of which is
available on the Funds website at
www.nuveen.com/etf/products/fundGovernance.aspx. The number of
nominating and governance committee meetings of each Fund
electing Board Members held during its last fiscal year is shown
in Appendix F.
The nominating and governance committee looks to many sources
for recommendations of qualified candidates, including current
Board Members, employees of the Adviser, current shareholders of
the Funds, third party sources and any other persons or entities
that may be deemed necessary or desirable by the committee.
Shareholders of the Funds who wish to nominate a candidate to
their Funds Board should mail information to the attention
of Lorna Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606. This information must include evidence of Fund ownership
of the person or entity recommending the candidate, a full
listing of the proposed candidates education, experience,
current employment, date of birth, names and addresses of at
least three professional references, information as to whether
the candidate is an interested person (as such term
is defined in the 1940 Act) in relation to the Fund and such
other information that would be helpful to the nominating and
governance committee in evaluating the candidate. All
satisfactorily completed information regarding candidates will
be forwarded to the chairman of the nominating and governance
committee and the outside counsel to the Independent Board
Members. Recommendations for candidates to the Board will be
evaluated in light of whether the number of Board members is
expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged,
although there may be times when the committee is not actively
recruiting new Board members. In those circumstances nominations
will be kept on file until active recruitment is under way.
The nominating and governance committee sets appropriate
standards and requirements for nominations to the Board. In
considering a candidates qualifications, each candidate
must meet certain basic requirements, including relevant skills
and experience, time availability and, if qualifying as an
Independent Board Member candidate, independence from the
Adviser or
33
other service providers. These experience requirements may vary
depending on the current composition of the Board, since the
goal is to ensure an appropriate range of skills and experience,
in the aggregate. All candidates must meet high expectations of
personal integrity, governance experience and professional
competence that are assessed on the basis of personal
interviews, recommendations, or direct knowledge by committee
members. The committee may use any process it deems appropriate
for the purpose of evaluating candidates, which process may
include, without limitation, personal interviews, background
checks, written submissions by the candidates and third party
references. There is no difference in the manner in which the
nominating and governance committee evaluates candidates when
the candidate is submitted by a shareholder. The nominating and
governance committee reserves the right to make the final
selection regarding the nomination of any prospective Board
member.
The Independent Board Members of each Fund have appointed Robert
P. Bremner as their Lead Independent Director. The role of the
Lead Independent Director is one of coordination and assuring
the appropriate, effective and efficient functioning of the
Board and the Board processes. Specific responsibilities may
include organizing and leading Independent Board Member
sessions, facilitating and ensuring an appropriate level of
communication among the Independent Board Members, leading the
assessment of the Boards effectiveness, and working with
the Advisers staff and outside counsel on board meeting
agendas, board material and workshops for Independent Board
Members to ensure that the priorities of the Independent Board
Members are addressed.
The number of regular quarterly meetings and special meetings
held by the Board of each Fund electing Board Members during the
Funds last fiscal year is shown in Appendix F. During
the last fiscal year, each Board Member attended 75% or more of
each Funds Board meetings and the committee meetings (if a
member thereof) held during the period for which such Board
Member was a Board Member. The policy of the Board relating to
attendance by Board Members at annual meetings of the Funds and
the number of Board Members who attended the last annual meeting
of shareholders of each Fund is posted on the Funds
website at www.nuveen.com/etf/products/fundgovernance.aspx.
34
The
Officers
The following table sets forth information as of July 31,
2007 with respect to each officer of the Funds other than
Mr. Schwertfeger (who is a Board Member and is included in
the table relating to nominees for the Board). Officers receive
no compensation from the Funds. The officers are elected by the
Board on an annual basis to serve until successors are elected
and qualified.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Gifford R. Zimmerman 333 West
Wacker Drive Chicago, IL 60606
(9/9/56)
|
|
Chief Administrative Officer
|
|
Term: Annual Length of Service:
Since 1988
|
|
Managing Director (since 2002),
Assistant Secretary and Associate General Counsel, formerly,
Vice President of Nuveen Investments, LLC; Managing Director
(since 2002), Assistant Secretary and Associate General Counsel,
formerly, Vice President of Nuveen Asset Management; Managing
Director (since 2004) and Assistant Secretary (since 1994) of
Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment
Management Company, LLC (since 2002); Vice President and
Assistant Secretary of Nuveen Investments Advisers Inc. (since
2002); Managing Director, Associate General Counsel and
Assistant Secretary of Rittenhouse Asset Management, Inc. and
Symphony Asset Management LLC (since 2003); Assistant Secretary,
Santa Barbara Asset Management LLC and Tradewinds Global
Investors, LLC (since 2006); previously, Managing Director (from
2002-2004), General Counsel and Assistant Secretary of Nuveen
Advisory Corp. and Nuveen Institutional Advisory
Corp.(2);
Chartered Financial Analyst.
|
|
|
176
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Williams Adams IV
333 West Wacker Drive
Chicago, IL 60606
(6/9/55)
|
|
Vice President
(since 2007)
|
|
|
|
Executive Vice President, U.S.
Structured Products of Nuveen Investment, LLC, (since 1999),
prior thereto, Managing Director of Structured Investments.
|
|
|
119
|
|
Julia L. Antonatos
333 West Wacker Drive Chicago, IL 60606
(9/22/63)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2004
|
|
Managing Director (since 2005),
formerly, Vice President, formerly, Assistant Vice President of
Nuveen Investments, LLC; Chartered Financial Analyst.
|
|
|
176
|
|
Cedric H. Antosiewicz
333 West Wacker Drive
Chicago, IL 60606
(1/11/62)
|
|
Vice President
(since 2007)
|
|
|
|
Managing Director, (since 2004),
previously, Vice President (1993-2004) of Nuveen Investments LLC
|
|
|
119
|
|
Michael T. Atkinson
333 West Wacker Drive
Chicago, IL 60606
(2/3/66)
|
|
Vice President and Assistant
Secretary
|
|
Term: Annual Length of Service:
Since 2002
|
|
Vice President (since 2002),
formerly Assistant Vice President, formerly, Associate of Nuveen
Investments, LLC.
|
|
|
176
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Peter H. DArrigo
333 West Wacker Drive Chicago, IL 60606
(11/28/67)
|
|
Vice President and Treasurer
|
|
Term: Annual Length of Service:
Since 1999
|
|
Vice President and Treasurer (since
1999) of Nuveen Investments, LLC and of Nuveen Investments,
Inc.; Vice President and Treasurer of Nuveen Asset Management
(since 2002) and of Nuveen Investments Advisers Inc. (since
2002); Assistant Treasurer of NWQ Investments Management
Company, LLC. (since 2002); Vice President and Treasurer (since
2003) of Nuveen Rittenhouse Asset Management, Inc.; and Symphony
Asset Management LLC; Treasurer (since 2006), Santa Barbara
Asset Management LLC and Tradewinds Global Investors, LLC;
formerly, Vice President and Treasurer (from 1999 to 2004) of
Nuveen Advisory Corp. and Nuveen Institutional Advisory
Corp.(2);
Chartered Financial Analyst.
|
|
|
176
|
|
Lorna C. Ferguson
333 West Wacker Drive Chicago, IL 60606
(10/24/45)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 1998
|
|
Managing Director (since 2004),
formerly, Vice President of Nuveen Investments, LLC; Managing
Director of Nuveen Asset Management; formerly, Managing Director
(2004), formerly, Vice President of Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.(2)
|
|
|
176
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
William M. Fitzgerald 333 West
Wacker Drive Chicago, IL 60606
(3/2/64)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 1995
|
|
Managing Director of Nuveen Asset
Management (since 2001); Vice President of Nuveen Investments
Advisers Inc. (since 2002); formerly, Managing Director (from
2001 to 2004), formerly, Vice President of Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.
(2);
Chartered Financial Analyst.
|
|
|
176
|
|
Stephen D. Foy
333 West Wacker Drive Chicago, IL 60606
(5/31/54)
|
|
Vice President and Controller
|
|
Term: Annual Length of Service:
Since 1993
|
|
Vice President (since 1993) and
Funds Controller (since 1998) of Nuveen Investments, LLC; Vice
President (since 1998), formerly, Funds Controller of Nuveen
Investments, Inc.; Certified Public Accountant.
|
|
|
176
|
|
Walter M. Kelly
333 West Wacker Drive Chicago, IL 60606
(2/24/70)
|
|
Chief Compliance Officer and Vice
President
|
|
Term: Annual Length of Service:
Since 2003
|
|
Assistant Vice President and
Assistant General Counsel (since 2003) of Nuveen Investments,
LLC; formerly, Assistant Vice President and Assistant Secretary
of the Nuveen Funds (2003-2006); previously, Associate
(2001-2003) at the law firm of Vedder, Price, Kaufman &
Kammholz, P.C.
|
|
|
176
|
|
David J. Lamb
333 West Wacker Drive Chicago, IL 60606
(3/22/63)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2000
|
|
Vice President of Nuveen
Investments, LLC (since 2000); Certified Public Accountant.
|
|
|
176
|
|
Tina M. Lazar
333 West Wacker Drive Chicago, IL 60606
(8/27/61)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2002
|
|
Vice President of Nuveen
Investments, LLC (since 1999).
|
|
|
176
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Larry W. Martin
333 West Wacker Drive Chicago, IL 60606
(7/27/51)
|
|
Vice President and Assistant
Secretary
|
|
Term: Annual Length of Service:
Since 1988
|
|
Vice President, Assistant Secretary
and Assistant General Counsel of Nuveen Investments, LLC; Vice
President, Assistant General Counsel and Assistant Secretary of
Nuveen Investments, Inc.; Vice President (since 2005) and
Assistant Secretary (since 1997) of Nuveen Asset Management;
Vice President (since 2000), Assistant Secretary and Assistant
General Counsel (since 1998) of Rittenhouse Asset Management,
Inc.; Vice President and Assistant Secretary of Nuveen
Investments Advisers Inc. (since 2002); Assistant Secretary of
NWQ Investment Management Company, LLC (since 2002), Symphony
Asset Management LLC (since 2003), Santa Barbara Asset
Management, LLC and Tradewinds Global Investors, LLC (since
2006); formerly, Vice President and Assistant Secretary of
Nuveen Advisory Corp. and Nuveen Institutional Advisory
Corp.(2)
|
|
|
176
|
|
Kevin J. McCarthy
333 West Wacker Drive Chicago, IL 60606
(3/26/66)
|
|
Vice President and Secretary
|
|
Term: Annual Length of Service:
Since 2007
|
|
Vice President, Nuveen Investments,
LLC (since 2007), Vice President and Assistant Secretary, Nuveen
Asset Management (since 2007); Vice President and Assistant
General Counsel, Nuveen Investments (since 2007); prior thereto,
Partner, Bell, Boyd & Lloyd LLP since 1997
|
|
|
176
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
John V. Miller
333 West Wacker Drive Chicago, IL 60606
(4/10/67)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2007
|
|
Managing Director (since 2007),
formerly, Vice President (2002-2007), prior thereto, Credit
Analyst of Nuveen Asset Management and Nuveen Investments, LLC;
Chartered Financial Analyst
|
|
|
176
|
|
|
|
|
(1)
|
|
Length of Service indicates the
year the individual became an officer of a fund in the Nuveen
fund complex.
|
|
(2)
|
|
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. were reorganized into Nuveen Asset
Management, effective January 1, 2005.
|
The Board of each Fund unanimously recommends that
shareholders of the Fund vote FOR the election of each
nominee.
|
|
3.
|
Ratification of
Independent Registered Public Accounting Firm
|
The Independent Board Members of each Funds Board have
unanimously selected Ernst &Young LLP
(E&Y) as the independent registered public
accounting firm to audit the books and records of each Fund for
each Funds current fiscal year. The selection of E&Y
as independent registered public accounting firm of each Fund is
being submitted to the shareholders for ratification, which
requires the affirmative vote of a majority of the shares of the
Fund present and entitled to vote on the matter. A
representative of E&Y is expected to be present at the
Meeting and will be available to respond to any appropriate
questions and to make a statement if he or she wishes. E&Y
has informed each Fund that it has no direct or indirect
material financial interest in the Funds, Nuveen, the Adviser or
any other investment company sponsored by Nuveen.
40
Audit
Committee Report
The audit committee of each Board is responsible for the
oversight and monitoring of (1) the accounting and
reporting policies, processes and practices, and the audit of
the financial statements, of each Fund, (2) the quality and
integrity of the Funds financial statements, and
(3) the independent registered public accounting
firms qualifications, performance and independence. In its
oversight capacity, the committee reviews each Funds
annual financial statements with both management and the
independent registered public accounting firm and the committee
meets periodically with the independent registered public
accounting firm and internal auditors to consider their
evaluation of each Funds financial and internal controls.
The committee also selects, retains, evaluates and may replace
each Funds independent registered public accounting firm.
The committee is currently composed of four Board Members and
operates under a written charter adopted and approved by each
Board, a copy of which is attached as Appendix G. Each
committee member meets the independence and experience
requirements, as applicable, of the New York Stock Exchange,
American Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 and the rules and regulations of the
Securities and Exchange Commission.
The committee, in discharging its duties, has met with and held
discussions with management and each Funds independent
registered public accounting firm. The committee has also
reviewed and discussed the audited financial statements with
management. Management has represented to the independent
registered public accounting firm that each Funds
financial statements were prepared in accordance with generally
accepted accounting principles. The committee has also discussed
with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing
Standards (SAS) No. 61 (Communication with
Audit Committees), as amended by SAS No. 90 (Audit
Committee Communications). Each Funds independent
registered public accounting firm provided to the committee the
written disclosure and letter required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees), and the committee discussed with representatives of
the independent registered public accounting firm their
firms independence. As provided in the Audit Committee
Charter, it is not the committees responsibility to
determine, and the considerations and discussions referenced
above do not ensure, that each Funds financial statements
are complete and accurate and presented in accordance with
generally accepted accounting principles.
Based on the committees review and discussions with
management and the independent registered public accounting
firm, the representations of management and the report of the
independent registered public accounting firm to the committee,
the committee has recommended that the Boards include the
audited financial statements in each Funds Annual Report.
The members of the committee are:
Robert P. Bremner
Jack B. Evans (financial expert)
David J. Kundert
William J. Schneider
41
Audit and Related Fees. The following tables provide
the aggregate fees billed during each Funds last two
fiscal years by each Funds independent registered public
accounting firm for engagements directly related to the
operations and financial reporting of each Fund, including those
relating (i) to each Fund for services provided to the Fund
and (ii) to the Adviser and certain entities controlling,
controlled by, or under common control with the Adviser that
provide ongoing services to each Fund (Adviser
Entities).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Related
Fees(2)
|
|
|
Tax
Fees(3)
|
|
|
All Other
Fees(4)
|
|
|
|
Audit
Fees(1)
|
|
|
|
|
|
Adviser and
|
|
|
|
|
|
Adviser and
|
|
|
|
|
|
Adviser and
|
|
|
|
Fund
|
|
|
Fund
|
|
|
Adviser
Entities
|
|
|
Fund
|
|
|
Adviser
Entities
|
|
|
Fund
|
|
|
Adviser
Entities
|
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
|
Arizona Premium Income
|
|
$
|
83,282
|
|
|
$
|
8,834
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
400
|
|
|
$
|
116
|
|
|
$
|
2,400
|
|
|
$
|
0
|
|
|
$
|
2,900
|
|
|
$
|
3,100
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Michigan Premium Income
|
|
|
10,362
|
|
|
|
10,881
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
213
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
3,100
|
|
|
|
0
|
|
|
|
0
|
|
Michigan Quality Income
|
|
|
12,895
|
|
|
|
13,548
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
338
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
3,100
|
|
|
|
0
|
|
|
|
0
|
|
New Jersey Investment Quality
|
|
|
17,682
|
|
|
|
18,649
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
2,300
|
|
|
|
0
|
|
|
|
0
|
|
New Jersey Premium Income
|
|
|
12,893
|
|
|
|
13,582
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
0
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
2,300
|
|
|
|
0
|
|
|
|
0
|
|
Ohio Quality Income
|
|
|
11,902
|
|
|
|
12,520
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
400
|
|
|
|
290
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
2,900
|
|
|
|
3,100
|
|
|
|
0
|
|
|
|
0
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees(1)
|
|
|
Audit Related
Fees(2)
|
|
|
Tax
Fees(3)
|
|
|
All Other
Fees(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
Adviser and
|
|
|
|
|
|
Adviser and
|
|
|
|
|
|
Adviser and
|
|
|
|
|
|
|
Fund
|
|
|
Fund
|
|
|
Adviser Entities
|
|
|
Fund
|
|
|
Adviser Entities
|
|
|
Fund
|
|
|
Adviser Entities
|
|
|
|
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
Fiscal
|
|
|
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
|
|
|
|
|
Municipal Value
|
|
$
|
51,752
|
|
|
$
|
55,927
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
619
|
|
|
$
|
400
|
|
|
$
|
2,200
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
Municipal Income
|
|
|
7,729
|
|
|
|
8,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
410
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Premium Income
|
|
|
40,369
|
|
|
|
43,097
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
566
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Performance Plus
|
|
|
38,788
|
|
|
|
41,290
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
559
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Municipal Advantage
|
|
|
30,029
|
|
|
|
31,881
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
516
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Municipal Market Opportunity
|
|
|
30,822
|
|
|
|
32,827
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
520
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Investment Quality
|
|
|
25,808
|
|
|
|
27,370
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
497
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Insured Quality
|
|
|
26,968
|
|
|
|
28,568
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
502
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Select Quality
|
|
|
24,564
|
|
|
|
26,123
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
490
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Quality Income
|
|
|
35,729
|
|
|
|
38,044
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
544
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Insured Municipal Opportunity
|
|
|
51,443
|
|
|
|
54,258
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
619
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Premier Municipal
|
|
|
16,612
|
|
|
|
17,717
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
453
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Premier Insured
|
|
|
16,517
|
|
|
|
17,475
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
452
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Premium Income 2
|
|
|
28,383
|
|
|
|
30,277
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
509
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Premium Income 4
|
|
|
27,106
|
|
|
|
29,007
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
503
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
California Investment Quality
|
|
|
13,228
|
|
|
|
14,056
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
436
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
2,700
|
|
|
|
2,900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
California Market Opportunity
|
|
|
10,269
|
|
|
|
10,927
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
422
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
2,700
|
|
|
|
2,900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
California Value
|
|
|
11,682
|
|
|
|
12,412
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
429
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
California Performance Plus
|
|
|
12,820
|
|
|
|
13,656
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
434
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
2,700
|
|
|
|
2,900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
California Quality Income
|
|
|
18,014
|
|
|
|
19,204
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
459
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
2,700
|
|
|
|
2,900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
California Select Quality
|
|
|
18,575
|
|
|
|
19,741
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
462
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
2,700
|
|
|
|
2,900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Insured California Premium Income
|
|
|
9,124
|
|
|
|
9,668
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
417
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
2,700
|
|
|
|
2,900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Insured California Premium Income 2
|
|
|
12,370
|
|
|
|
13,145
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
432
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
2,700
|
|
|
|
2,900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
New York Investment Quality
|
|
|
15,619
|
|
|
|
16,300
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
448
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
New York Municipal Value
|
|
|
9,213
|
|
|
|
9,819
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
417
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
New York Performance Plus
|
|
|
14,311
|
|
|
|
15,083
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
441
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
New York Quality Income
|
|
|
19,079
|
|
|
|
20,048
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
464
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
New York Select Quality
|
|
|
18,867
|
|
|
|
19,838
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
463
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Insured New York Premium Income
|
|
|
10,268
|
|
|
|
10,823
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
422
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
2,750
|
|
|
|
2,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
43
|
|
(1)
|
Audit Fees are the aggregate fees billed for
professional services for the audit of the Funds annual
financial statements and services provided in connection with
statutory and regulatory filings or engagements.
|
|
(2)
|
Audit Related Fees are the aggregate fees billed for
assurance and related services reasonably related to the
performance of the audit or review of financial statements and
are not reported under Audit Fees.
|
|
(3)
|
Tax Fees are the aggregate fees billed for
professional services for tax advice, tax compliance and tax
planning. Amounts reported for each respective Fund under the
column heading Adviser and Adviser Entities
represents amounts billed to the Adviser, by each Funds
independent registered public accounting firm, exclusively for
the preparation of the Funds tax return, the cost of which
is borne by the Adviser. In the aggregate, for all Nuveen funds,
these fees amounted to $161,400 in 2006. Beginning with the fund
fiscal years ended August 31, 2006, Ernst &
Young, LLP no longer prepares the fund tax returns.
|
|
(4)
|
All Other Fees are the aggregate fees billed for
products and services other than Audit Fees,
Audit Related Fees and Tax Fees.
|
44
Non-Audit Fees. The following tables provide the
aggregate non-audit fees billed by each Funds independent
registered public accounting firm for services rendered to each
Fund, the Adviser and the Adviser Entities during each
Funds last two fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adviser and
Adviser Entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Engagements
Related Directly
|
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
|
|
Total
Non-Audit
|
|
|
to the Operations
and
|
|
|
Adviser and
Adviser Entities
|
|
|
|
|
|
|
Fees Billed to
Fund
|
|
|
Financial
Reporting of Fund)
|
|
|
(All Other
Engagements)
|
|
|
Total
|
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
Fund
|
|
Ended
2006
|
|
|
Ended
2007
|
|
|
Ended
2006
|
|
|
Ended
2007
|
|
|
Ended
2006
|
|
|
Ended
2007
|
|
|
Ended
2006
|
|
|
Ended
2007
|
|
|
|
|
Arizona Premium Income
|
|
$
|
3,300
|
|
|
$
|
3,216
|
|
|
$
|
2,400
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,700
|
|
|
$
|
3,216
|
|
Michigan Premium Income
|
|
|
3,300
|
|
|
|
3,313
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
3,313
|
|
Michigan Quality Income
|
|
|
3,300
|
|
|
|
3,438
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
3,438
|
|
New Jersey Investment Quality
|
|
|
3,300
|
|
|
|
2,300
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
2,300
|
|
New Jersey Premium Income
|
|
|
3,300
|
|
|
|
2,300
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
2,300
|
|
Ohio Quality Income
|
|
|
3,000
|
|
|
|
3,390
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,700
|
|
|
|
3,390
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
|
|
|
|
|
|
|
|
Adviser and
Adviser Entities
|
|
|
|
|
|
|
|
|
|
|
|
|
(Engagements
Related Directly
|
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
|
|
Total
Non-Audit
|
|
|
to the Operations
and
|
|
|
Adviser and
Adviser Entities
|
|
|
|
|
|
|
Fees Billed to
Fund
|
|
|
Financial
Reporting of Fund)
|
|
|
(All Other
Engagements)
|
|
|
Total
|
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
Fund
|
|
Ended
2005
|
|
|
Ended
2006
|
|
|
Ended
2005
|
|
|
Ended
2006
|
|
|
Ended
2005
|
|
|
Ended
2006
|
|
|
Ended
2005
|
|
|
Ended
2006
|
|
|
|
|
Municipal Value
|
|
$
|
619
|
|
|
$
|
400
|
|
|
$
|
2,200
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,819
|
|
|
$
|
400
|
|
Municipal Income
|
|
|
410
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,610
|
|
|
|
400
|
|
Premium Income
|
|
|
3,316
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,516
|
|
|
|
3,350
|
|
Performance Plus
|
|
|
3,309
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,509
|
|
|
|
3,350
|
|
Municipal Advantage
|
|
|
3,266
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,466
|
|
|
|
3,350
|
|
Municipal Market Opportunity
|
|
|
3,270
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,470
|
|
|
|
3,350
|
|
Investment Quality
|
|
|
3,247
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,447
|
|
|
|
3,350
|
|
Insured Quality
|
|
|
3,252
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,452
|
|
|
|
3,350
|
|
Select Quality
|
|
|
3,240
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,440
|
|
|
|
3,350
|
|
Quality Income
|
|
|
3,294
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,494
|
|
|
|
3,350
|
|
Insured Municipal Opportunity
|
|
|
3,369
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,569
|
|
|
|
3,350
|
|
Premier Municipal
|
|
|
3,203
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,403
|
|
|
|
3,350
|
|
Premier Insured
|
|
|
3,202
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,402
|
|
|
|
3,350
|
|
Premium Income 2
|
|
|
3,259
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,459
|
|
|
|
3,350
|
|
Premium Income 4
|
|
|
3,253
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,453
|
|
|
|
3,350
|
|
California Investment Quality
|
|
|
3,136
|
|
|
|
3,300
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,336
|
|
|
|
5,500
|
|
California Market Opportunity
|
|
|
3,122
|
|
|
|
3,300
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,322
|
|
|
|
5,500
|
|
California Value
|
|
|
429
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,629
|
|
|
|
2,600
|
|
California Performance Plus
|
|
|
3,134
|
|
|
|
3,300
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,334
|
|
|
|
5,500
|
|
California Quality Income
|
|
|
3,159
|
|
|
|
3,300
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,359
|
|
|
|
5,500
|
|
California Select Quality
|
|
|
3,162
|
|
|
|
3,300
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,362
|
|
|
|
5,500
|
|
Insured California Premium Income
|
|
|
3,117
|
|
|
|
3,300
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,317
|
|
|
|
5,500
|
|
Insured California Premium Income 2
|
|
|
3,132
|
|
|
|
3,300
|
|
|
|
2,200
|
|
|
|
2,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,332
|
|
|
|
5,500
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit Fees
Billed to
|
|
|
|
|
|
|
|
|
|
|
|
|
Adviser and Adviser
Entities
|
|
|
|
|
|
|
|
|
|
|
|
|
(Engagements Related
Directly
|
|
|
Total Non-Audit Fees
Billed to
|
|
|
|
|
|
|
Total Non-Audit
|
|
|
to the Operations
and
|
|
|
Adviser and Adviser
Entities
|
|
|
|
|
|
|
Fees Billed to Fund
|
|
|
Financial Reporting
of Fund)
|
|
|
(All Other
Engagements)
|
|
|
Total
|
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
Fund
|
|
Ended 2005
|
|
|
Ended 2006
|
|
|
Ended 2005
|
|
|
Ended 2006
|
|
|
Ended 2005
|
|
|
Ended 2006
|
|
|
Ended 2005
|
|
|
Ended 2006
|
|
|
|
|
New York Investment Quality
|
|
|
3,198
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,398
|
|
|
|
5,750
|
|
New York Municipal Value
|
|
|
417
|
|
|
|
400
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,617
|
|
|
|
2,800
|
|
New York Performance Plus
|
|
|
3,191
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,391
|
|
|
|
5,750
|
|
New York Quality Income
|
|
|
3,214
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,414
|
|
|
|
5,750
|
|
New York Select Quality
|
|
|
3,213
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,413
|
|
|
|
5,750
|
|
Insured New York Premium Income
|
|
|
3,172
|
|
|
|
3,350
|
|
|
|
2,200
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,372
|
|
|
|
5,750
|
|
|
47
Audit Committee Pre-Approval Policies and
Procedures. Generally, the audit committee must approve
each Funds independent registered public accounting
firms engagements (i) with the Fund for audit or
non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates
directly to the operations and financial reporting of the Fund.
Regarding tax and research projects conducted by the independent
registered public accounting firm for each Fund and the Adviser
and Adviser Entities (with respect to the operations and
financial reporting of each Fund), such engagements will be
(i) pre-approved by the audit committee if they are
expected to be for amounts greater than $10,000;
(ii) reported to the audit committee chairman for his
verbal approval prior to engagement if they are expected to be
for amounts under $10,000 but greater than $5,000; and
(iii) reported to the audit committee at the next audit
committee meeting if they are expected to be for an amount under
$5,000.
For engagements with each Funds independent registered
public accounting firm entered into on or after May 6,
2003, the audit committee approved in advance all audit services
and non-audit services that the independent registered public
accounting firm provided to each Fund and to the Adviser and
Adviser Entities (with respect to the operations and financial
reporting of each Fund). None of the services rendered by the
independent registered accounting firm to each Fund or the
Adviser or Adviser Entities were pre-approved by the audit
committee pursuant to the pre-approval exception under
Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X.
The Board of each
Fund unanimously recommends that shareholders of the Fund vote
FOR ratification of the selection of the independent
auditors.
Additional
Information
Section 16(a)
Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the
1934 Act require Board Members and officers, the Adviser,
affiliated persons of the Adviser and persons who own more than
10% of a registered class of a Funds equity securities to
file forms reporting their affiliation with that Fund and
reports of ownership and changes in ownership of that
Funds shares with the Securities and Exchange Commission
(the SEC) and the New York Stock Exchange or
American Stock Exchange, as applicable. These persons and
entities are required by SEC regulation to furnish the Funds
with copies of all Section 16(a) forms they file. Based on
a review of these forms furnished to each Fund, each Fund
believes that its Board Members and officers, investment adviser
and affiliated persons of the investment adviser have complied
with all applicable Section 16(a) filing requirements
during its last fiscal year. [To the knowledge of management of
the Funds, no shareholder of a Fund owns more than 10% of a
registered class of a Funds equity securities.]
Shareholder
Proposals
To be considered for presentation at the annual meeting of
shareholders of Arizona Premium Income, Michigan Premium Income,
Michigan Quality Income, New Jersey Investment Quality, New
Jersey Premium Income and Ohio Quality Income to be held in
2008, shareholder proposals 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,
by , 2008. A shareholder
48
wishing to provide notice in the manner prescribed by
Rule 14a-4(c)(1)
of a proposal submitted outside of the process of
Rule 14a-8
for the 2008 annual meeting must, pursuant to each Funds
By-Laws, submit such written notice to the Fund not later
than , 2008 nor prior
to , 2008.
To be considered for presentation at the annual meeting of
shareholders of California Investment Quality, California Market
Opportunity, California Value, California Performance Plus,
California Quality Income, California Select Quality, Insured
California Premium Income and Insured California Premium Income
2 to be held in 2007, a shareholder proposal submitted pursuant
to
Rule 14a-8
of the 1934 Act must have been received at the address
above, not later than June 6, 2007. A shareholder wishing
to provide notice in the manner prescribed by
Rule 14a-4(c)(1)
of a proposal submitted outside of the process of
Rule 14a-8
must, pursuant to each Funds By-Laws, submit or have
submitted such written notice to the Fund not later than
August 20, 2007 nor prior to August 5, 2007.
To be considered for presentation at the annual meeting of
shareholders of New York Investment Quality, New York Municipal
Value, New York Performance Plus, New York Quality Income, New
York Select Quality and Insured New York Premium Income to be
held in 2008, a shareholder proposal submitted pursuant to
Rule 14a-8
of the 1934 Act must be received at the address above, not
later than November 2, 2007. A shareholder wishing to
provide notice in the manner prescribed by
Rule 14a-4(c)(1)
of a proposal submitted outside of the process of
Rule 14a-8
must, pursuant to each Funds By-Laws, submit such written
notice to the Fund not later than January 16, 2008 nor
prior to January 1, 2008.
To be considered for presentation at the annual meeting of
shareholders of Municipal Value, Municipal Income, Premium
Income, Performance Plus, Municipal Advantage, Municipal Market
Opportunity, Investment Quality, Insured Quality, Select
Quality, Quality Income, Insured Municipal Opportunity, Premier
Municipal, Premier Insured, Premium Income 2 and Premium Income
4 to be held in 2008, a shareholder proposal submitted pursuant
to
Rule 14a-8
of the 1934 Act must be received at the address above, not
later than February 29, 2008. A shareholder wishing to
provide notice in the manner prescribed by
Rule 14a-4(c)(1)
of a proposal submitted outside of the process of
Rule 14a-8
must, pursuant to each Funds By-Laws, submit such written
notice to the Fund not later than May 14, 2008 nor prior to
April 29, 2008.
Timely submission of a proposal does not mean that such proposal
will be included in a proxy statement.
Shareholder
Communications
Shareholders who want to communicate with the Board or any
individual Board Member should write their Fund to the attention
of Lorna Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606. The letter should indicate that you are a Fund
shareholder, and identify the Fund (or Funds). If the
communication is intended for a specific Board Member and so
indicates it will be sent only to that Board Member. If a
communication does not indicate a specific Board Member it will
be sent to the chair of the nominating and governance committee
and the outside counsel to the Independent Board Members for
further distribution as deemed appropriate by such persons.
49
Expenses of Proxy
Solicitation
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in
connection with the solicitation of proxies will be paid by
Nuveen for the Funds having a special meeting of shareholders.
For those Funds having an annual meeting of shareholders, the
expenses will be paid 50% by Nuveen and 50% by the Funds
(allocated among the Funds based on relative net assets), except
that the costs borne by any Fund will not exceed the amount it
would have borne if it were holding an annual meeting and the
only item in the agenda was the election of directors.
Solicitation may be made by letter or telephone by officers or
employees of Nuveen or the Adviser, or by dealers and their
representatives. The Funds have engaged Computershare
Fund Services to assist in the solicitation of proxies at
an estimated cost of $14,000 per Fund plus reasonable expenses,
which costs will be borne by Nuveen.
Fiscal
Year
The last fiscal year end for each of the Funds is as follows:
August 31, 2006 for California Investment Quality,
California Market Opportunity, California Value, California
Performance Plus, California Quality Income, California Select
Quality, Insured California Premium Income and Insured
California Premium Income 2; September 30, 2006 for New
York Investment Quality, New York Municipal Value, New York
Performance Plus, New York Quality Income, New York Select
Quality and Insured New York Premium Income; October 31,
2006 for Municipal Value, Municipal Income, Premium Income,
Performance Plus, Municipal Advantage, Municipal Market
Opportunity, Investment Quality, Insured Quality, Select
Quality, Quality Income, Insured Municipal Opportunity, Premier
Municipal, Premier Insured, Premium Income 2 and Premium Income
4; April 30, 2007 for New Jersey Investment Quality and New
Jersey Premium Income; and July 31, 2007 for Arizona
Premium Income, Michigan Premium Income, Michigan Quality Income
and Ohio Quality Income.
Annual Report
Delivery
Annual reports will be sent to shareholders of record of each
Fund following each Funds fiscal year end. Each Fund will
furnish, without charge, a copy of its annual report
and/or
semi-annual report as available upon request. Such written or
oral requests should be directed to such Fund at 333 West
Wacker Drive, Chicago, Illinois 60606 or by calling
1-800-257-8787.
Please note that only one annual report or proxy statement may
be delivered to two or more shareholders of a Fund who share an
address, unless the Fund has received instructions to the
contrary. To request a separate copy of an annual report or
proxy statement, or for instructions as to how to request a
separate copy of such documents or as to how to request a single
copy if multiple copies of such documents are received,
shareholders should contact the applicable Fund at the address
and phone number set forth above.
General
Management does not intend to present and does not have reason
to believe that any other items of business will be presented at
the Meetings. However, if other matters are properly presented
to the Meetings for a vote, the proxies will be voted by the
persons acting under the proxies upon such matters in accordance
with their judgment of the best interests of the Fund.
50
A list of shareholders entitled to be present and to vote at
each Meeting will be available at the offices of the Funds,
333 West Wacker Drive, Chicago, Illinois, for inspection by
any shareholder during regular business hours beginning ten days
prior to the date of the Meetings.
Failure of a quorum to be present at any Meeting will
necessitate adjournment and will subject that Fund to additional
expense. The persons named in the enclosed proxy may also move
for an adjournment of any Meeting to permit further solicitation
of proxies with respect to the proposal if they determine that
adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Funds
By-Laws, an adjournment of a meeting requires the affirmative
vote of a majority of the shares present in person or
represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO
FILL IN, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Kevin J. McCarthy
Vice President and Secretary
,
2007
51
Appendix A
Beneficial
Ownership
The following table lists the dollar range of equity securities
beneficially owned by each Board Member in each Fund electing
Board Members and in all Nuveen funds overseen by the Board
Member as of December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of
Equity
Securities(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Dollar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities in
all
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered
Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies
Overseen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
by Board
Member
|
|
|
|
Arizona
|
|
|
Michigan
|
|
|
Michigan
|
|
|
New Jersey
|
|
|
New Jersey
|
|
|
|
|
|
Nominees in
|
|
|
|
Premium
|
|
|
Premium
|
|
|
Quality
|
|
|
Investment
|
|
|
Premium
|
|
|
Ohio Quality
|
|
|
Family of
|
|
Board Member
Nominees
|
|
Income
|
|
|
Income
|
|
|
Income
|
|
|
Quality
|
|
|
Income
|
|
|
Income
|
|
|
Investment
Companies
|
|
|
|
|
Nominees who are not interested
persons of the Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert P. Bremner
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
Jack B. Evans
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
William C. Hunter
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
David J. Kundert
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
William J. Schneider
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
Judith M. Stockdale
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
Carole E.
Stone(2)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
$0
|
|
Nominee who is an interested
person of the Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy R. Schwertfeger
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
|
|
|
(1)
|
The amounts reflect the aggregate dollar range of equity
securities and the number of shares beneficially owned by the
Board Member in the Funds and in all Nuveen funds overseen by
each Board Member.
|
|
|
(2)
|
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own any shares of Nuveen Funds prior to her being
appointed as a Board Member.
|
A-1
The following table sets forth, for each Board Member and for
the Board Members and Officers as a group, the amount of shares
beneficially owned in each Fund as of December 31, 2006.
The information as to beneficial ownership is based on
statements furnished by each Board Member and Officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned
By Board Members And
Officers(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured
|
|
|
|
|
|
|
|
|
|
|
Board Member
|
|
Municipal
|
|
|
Municipal
|
|
|
Premium
|
|
|
Performance
|
|
|
Municipal
|
|
|
Market
|
|
|
Investment
|
|
|
Insured
|
|
|
Select
|
|
|
Quality
|
|
|
Municipal
|
|
|
Premier
|
|
|
Premier
|
|
|
Premium
|
|
Nominees
|
|
Value
|
|
|
Income
|
|
|
Income
|
|
|
Plus
|
|
|
Advantage
|
|
|
Opportunity
|
|
|
Quality
|
|
|
Quality
|
|
|
Quality
|
|
|
Income
|
|
|
Opportunity
|
|
|
Municipal
|
|
|
Insured
|
|
|
Income
2
|
|
|
|
|
Nominees who are not
interested
persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
821
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3
|
|
|
|
0
|
|
|
|
808
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
25,085
|
|
|
|
0
|
|
|
|
69,243
|
|
|
|
14,040
|
(3)
|
|
|
6,594
|
|
|
|
21,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
35,000
|
|
|
|
22,340
|
(3)
|
|
|
35,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
30,024
|
(3)
|
All Board Members and Officers
as a Group
|
|
|
31,297
|
|
|
|
0
|
|
|
|
70,281
|
|
|
|
21,040
|
|
|
|
8,594
|
|
|
|
21,821
|
|
|
|
1,000
|
|
|
|
0
|
|
|
|
37,630
|
|
|
|
22,340
|
|
|
|
38,000
|
|
|
|
25,003
|
|
|
|
0
|
|
|
|
33,270
|
|
|
|
|
|
(1)
|
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
(2)
|
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen Funds prior to being appointed as a
Board Member.
|
|
(3)
|
Fund Shares owned by Mr. Schwertfeger include 40 Preferred
Shares of Quality Income, 40 Preferred Shares of
Performance Plus and 24 Preferred Shares of Premium
Income 2.
|
A-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned
By Board Members And
Officers(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured
|
|
|
Insured
|
|
|
|
|
|
|
|
|
|
Arizona
|
|
|
California
|
|
|
California
|
|
|
|
|
|
California
|
|
|
|
|
|
California
|
|
|
California
|
|
|
California
|
|
|
Michigan
|
|
Board Member
|
|
Premium
|
|
|
Premium
|
|
|
Investment
|
|
|
Market
|
|
|
California
|
|
|
Performance
|
|
|
California
|
|
|
Select
|
|
|
Premium
|
|
|
Premium
|
|
|
Premium
|
|
Nominees
|
|
Income
4
|
|
|
Income
|
|
|
Quality
|
|
|
Opportunity
|
|
|
Value
|
|
|
Plus
|
|
|
Quality
Income
|
|
|
Quality
|
|
|
Income
|
|
|
Income
2
|
|
|
Income
|
|
|
|
|
Nominees who are not interested
persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and Officers
as a Group
|
|
|
4,900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1)
|
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
(2)
|
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen Funds prior to being appointed as a
Board Member.
|
A-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned
By Board Members And
Officers(1)
|
|
|
|
|
|
|
|
|
New Jersey
|
|
|
New Jersey
|
|
|
New York
|
|
|
New York
|
|
|
New York
|
|
|
|
|
|
|
|
|
Insured New
|
|
|
|
|
Board Member
|
|
Michigan
|
|
|
Investment
|
|
|
Premium
|
|
|
Investment
|
|
|
Municipal
|
|
|
Performance
|
|
|
New York
|
|
|
New York
|
|
|
York Premium
|
|
|
Ohio Quality
|
|
Nominees
|
|
Quality
Income
|
|
|
Quality
|
|
|
Income
|
|
|
Quality
|
|
|
Value
|
|
|
Plus
|
|
|
Quality
Income
|
|
|
Select
Quality
|
|
|
Income
|
|
|
Income
|
|
|
|
|
Nominees who are not interested
persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and Officers
as a Group
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1)
|
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
(2)
|
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen Funds prior to being appointed as a
Board Member.
|
A-4
Appendix B
DATES
RELATING TO ORIGINAL INVESTMENT
MANAGEMENT AGREEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Original
|
|
|
|
|
|
|
Date Original
|
|
|
Investment
|
|
|
|
|
|
|
Investment
|
|
|
Management
|
|
|
|
Date of
Original
|
|
|
Management
|
|
|
Agreement was
|
|
|
|
Investment
|
|
|
Agreement was
|
|
|
Last Approved
|
|
|
|
Management
|
|
|
Last Approved
by
|
|
|
for
Continuance
|
|
Fund
|
|
Agreement
|
|
|
Shareholders
|
|
|
by
Board
|
|
|
|
|
Municipal Value
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Municipal Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Premium Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Performance Plus
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Municipal Advantage
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Municipal Market Opportunity
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Investment Quality
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Insured Quality
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Select Quality
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Quality Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Insured Municipal Opportunity
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Premier Municipal
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Premier Insured
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Premium Income 2
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Premium Income 4
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Arizona Premium Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
California Investment Quality
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
California Market Opportunity
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
California Value
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
California Performance Plus
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
California Quality Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
California Select Quality
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Insured California Premium Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Insured California Premium Income 2
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Michigan Premium Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Michigan Quality Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
New Jersey Investment Quality
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
New Jersey Premium Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
New York Investment Quality
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
New York Municipal Value
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
New York Performance Plus
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
New York Quality Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
New York Select Quality
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Insured New York Premium Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
Ohio Quality Income
|
|
|
July 28, 2005
|
|
|
|
July 26, 2005
|
|
|
|
May 21, 2007
|
|
B-1
Appendix C
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this [ ] day of
[ ], by and between <NAME OF
FUND>, a <ENTITYS STATE OF ORGANIZATION>
(the Fund), and NUVEEN ASSET MANAGEMENT, a Delaware
corporation (the Adviser).
W I T N E
S S E T H
In consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows:
|
|
1. |
The Fund hereby employs the Adviser to act as the investment
adviser for, and to manage the investment and reinvestment of
the assets of the Fund in accordance with the Funds
investment objective and policies and limitations, and to
administer the Funds affairs to the extent requested by
and subject to the supervision of the Board of Trustees of the
Fund for the period and upon the terms herein set forth. The
investment of the Funds assets shall be subject to the
Funds policies, restrictions and limitations with respect
to securities investments as set forth in the Funds then
current registration statement under the Investment Company Act
of 1940, and all applicable laws and the regulations of the
Securities and Exchange Commission relating to the management of
registered closed-end, diversified management investment
companies.
|
The Adviser accepts such employment and agrees during such
period to render such services, to furnish office facilities and
equipment and clerical, bookkeeping and administrative services
(other than such services, if any, provided by the Funds
transfer agent) for the Fund, to permit any of its officers or
employees to serve without compensation as trustees or officers
of the Fund if elected to such positions, and to assume the
obligations herein set forth for the compensation herein
provided. The Adviser shall, for all purposes herein provided,
be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act
for nor represent the Fund in any way, nor otherwise be deemed
an agent of the Fund.
|
|
2. |
For the services and facilities described in Section 1, the Fund
will pay to the Adviser, at the end of each calendar month, an
investment management fee equal to the sum of a
Fund-Level Fee and a Complex-Level Fee.
|
|
|
|
|
A.
|
The Fund Level Fee shall be computed by applying the
following annual rate to the average total daily net assets of
the Fund:
|
|
|
|
|
|
Average Total Daily Net
Assets(1)
|
|
Rate
|
|
<SCHEDULE>
|
|
|
|
|
|
|
|
B.
|
The Complex-Level Fee shall be calculated by reference to
the daily net assets of the Eligible Funds, as defined below
(with such daily net assets to include, in the case of Eligible
Funds whose advisory fees are calculated by reference to net
assets that include net assets attributable to preferred stock
issued by or borrowings by the fund, such leveraging net assets)
(Complex-Level Assets), pursuant to an annual
fee schedule
|
C-1
|
|
|
|
|
that results in the following effective Complex-Level Fee
rate at each specified Complex-Level Asset level:
|
|
|
|
|
|
Complex-Level Asset Breakpoint Level
|
|
Effective Rate at Breakpoint Level
|
|
($ million)
|
|
(%)
|
|
|
55,000
|
|
|
0.2000
|
|
56,000
|
|
|
0.1996
|
|
57,000
|
|
|
0.1989
|
|
60,000
|
|
|
0.1961
|
|
63,000
|
|
|
0.1931
|
|
66,000
|
|
|
0.1900
|
|
71,000
|
|
|
0.1851
|
|
76,000
|
|
|
0.1806
|
|
80,000
|
|
|
0.1773
|
|
91,000
|
|
|
0.1691
|
|
125,000
|
|
|
0.1599
|
|
200,000
|
|
|
0.1505
|
|
250,000
|
|
|
0.1469
|
|
300,000
|
|
|
0.1445
|
|
|
|
C. |
Eligible Funds, for purposes of this Agreement,
shall mean all Nuveen-branded closed-end and open-end registered
investment companies organized in the United States. Any
open-end or closed-end funds that subsequently become part of
the Nuveen complex because either (a) Nuveen Investments,
Inc. or its affiliates acquire the investment adviser to such
funds (or the advisers parent), or (b) Nuveen
Investments, Inc. or its affiliates acquire the funds
advisers rights under the management agreement for such
fund, will be evaluated by both Nuveen management and the Nuveen
Funds Board, on a
case-by-case
basis, as to whether or not these acquired funds would be
included in the Nuveen complex of Eligible Funds and, if so,
whether there would be a basis for any adjustments to the
complex-level breakpoints.
|
|
|
D. |
For the month and year in which this Agreement becomes
effective, or terminates, there shall be an appropriate
proration on the basis of the number of days that the Agreement
shall have been in effect during the month and year,
respectively. The services of the Adviser to the Fund under this
Agreement are not to be deemed exclusive, and the Adviser shall
be free to render similar services or other services to others
so long as its services hereunder are not impaired thereby.
|
|
|
3.
|
The Adviser shall arrange for officers or employees of the
Adviser to serve, without compensation from the Fund, as
trustees, officers or agents of the Fund, if duly elected or
appointed to such positions, and subject to their individual
consent and to any limitations imposed by law.
|
|
4.
|
Subject to applicable statutes and regulations, it is understood
that officers, trustees, or agents of the Fund are, or may be,
interested in the Adviser as officers, directors, agents,
shareholders or otherwise, and that the officers, directors,
shareholders and agents of the Adviser may be interested in the
Fund otherwise than as trustees, officers or agents.
|
C-2
|
|
5.
|
The Adviser shall not be liable for any loss sustained by reason
of the purchase, sale or retention of any security, whether or
not such purchase, sale or retention shall have been based upon
the investigation and research made by any other individual,
firm or corporation, if such recommendation shall have been
selected with due care and in good faith, except loss resulting
from willful misfeasance, bad faith, or gross negligence on the
part of the Adviser in the performance of its obligations and
duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
|
|
6.
|
The Adviser currently manages other investment accounts and
funds, including those with investment objectives similar to the
Fund, and reserves the right to manage other such accounts and
funds in the future. Securities considered as investments for
the Fund may also be appropriate for other investment accounts
and funds that may be managed by the Adviser. Subject to
applicable laws and regulations, the Adviser will attempt to
allocate equitably portfolio transactions among the portfolios
of its other investment accounts and funds purchasing securities
whenever decisions are made to purchase or sell securities by
the Fund and one or more of such other accounts or funds
simultaneously. In making such allocations, the main factors to
be considered by the Adviser will be the respective investment
objectives of the Fund and such other accounts and funds, the
relative size of portfolio holdings of the same or comparable
securities, the availability of cash for investment by the Fund
and such other accounts and funds, the size of investment
commitments generally held by the Fund and such accounts and
funds, and the opinions of the persons responsible for
recommending investments to the Fund and such other accounts and
funds.
|
|
7.
|
This Agreement shall continue in effect until [August 1, 2008],
unless and until terminated by either party as hereinafter
provided, and shall continue in force from year to year
thereafter, but only as long as such continuance is specifically
approved, at least annually, in the manner required by the
Investment Company Act of 1940.
|
This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time without the
payment of any penalty by the Fund or by the Adviser upon no
less than sixty (60) days written notice to the other
party. The Fund may effect termination by action of the Board of
Trustees or by vote of a majority of the outstanding voting
securities of the Fund, accompanied by appropriate notice.
This Agreement may be terminated, at any time, without the
payment of any penalty, by the Board of Trustees of the Fund, or
by vote of a majority of the outstanding voting securities of
the Fund, in the event that it shall have been established by a
court of competent jurisdiction that the Adviser, or any officer
or director of the Adviser, has taken any action which results
in a breach of the covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of the
Adviser to receive payments on any unpaid balance of the
compensation, described in Section 2, earned prior to such
termination.
|
|
8.
|
If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule, or otherwise, the remainder
shall not be thereby affected.
|
|
9.
|
Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at
such address as such other party may designate for receipt of
such notice.
|
C-3
|
|
10.
|
The Funds Declaration of Trust is on file with the
Secretary of the <ENTITYS STATE OF
ORGANIZATION>. This Agreement is executed on behalf of the
Fund by the Funds officers as officers and not
individually and the obligations imposed upon the Fund by this
Agreement are not binding upon any of the Funds Trustees,
officers or shareholders individually but are binding only upon
the assets and property of the Fund.
|
|
11.
|
This Agreement shall be construed in accordance with applicable
federal law and (except as to Section 10 hereof which shall
be construed in accordance with the laws of <ENTITYS
STATE OF ORGANIZATION>) the laws of the State of Illinois.
|
IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Agreement to be executed on the day and year above written.
<NAME OF FUND>
by:
[Title]
Attest:
[Title]
NUVEEN ASSET MANAGEMENT
by:
[Title]
Attest:
[Title]
C-4
Appendix D
COMPLEX-LEVEL FEE
RATES(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Complex Daily Net
Assets
|
|
Effective Rate at
Complex
|
|
|
|
|
Breakpoint
Level
|
|
Daily Net
Assets
|
|
|
|
|
|
First $55 billion
|
|
|
|
0
|
.2000%
|
|
|
|
|
|
$56 billion
|
|
|
|
0
|
.1996%
|
|
|
|
|
|
$57 billion
|
|
|
|
0
|
.1989%
|
|
|
|
|
|
$60 billion
|
|
|
|
0
|
.1961%
|
|
|
|
|
|
$63 billion
|
|
|
|
0
|
.1931%
|
|
|
|
|
|
$66 billion
|
|
|
|
0
|
.1900%
|
|
|
|
|
|
$71 billion
|
|
|
|
0
|
.1851%
|
|
|
|
|
|
$76 billion
|
|
|
|
0
|
.1806%
|
|
|
|
|
|
$80 billion
|
|
|
|
0
|
.1773%
|
|
|
|
|
|
$91 billion
|
|
|
|
0
|
.1691%
|
|
|
|
|
|
$125 billion
|
|
|
|
0
|
.1599%
|
|
|
|
|
|
$200 billion
|
|
|
|
0
|
.1505%
|
|
|
|
|
|
$250 billion
|
|
|
|
0
|
.1469%
|
|
|
|
|
|
$300 billion
|
|
|
|
0
|
.1445%
|
|
|
FUND-LEVEL FEE
RATES, AGGREGATE
MANAGEMENT FEES PAID AND NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adviser
|
|
|
|
|
|
|
|
|
|
|
Fund Average
|
|
Fee
|
|
|
During Last
|
|
|
Net Assets
|
|
|
|
|
|
Fund
|
|
Daily Net
Assets
|
|
Rate
|
|
|
Fiscal
Year
|
|
|
as of
6/30/07
|
|
|
|
|
|
Municipal
Value(2)
|
|
For the first $500 million
|
|
|
0.1500
|
%
|
|
$
|
10,282,738
|
|
|
$
|
1,975,821,811
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.1375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets over $1 billion
|
|
|
0.1250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Income
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
563,544
|
|
|
$
|
87,728,652
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium Income
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
8,935,735
|
|
|
$
|
1,463,485,498
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
D-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adviser
|
|
|
|
|
|
|
|
|
|
|
Fund Average
|
|
Fee
|
|
|
During Last
|
|
|
Net Assets
|
|
|
|
|
|
Fund
|
|
Daily Net
Assets
|
|
Rate
|
|
|
Fiscal
Year
|
|
|
as of 6/30/07
|
|
|
|
|
|
Performance Plus
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
8,507,546
|
|
|
$
|
1,386,694,004
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Advantage
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
6,300,897
|
|
|
$
|
1,016,856,552
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Market Opportunity
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
6,525,239
|
|
|
$
|
1,053,318,690
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Quality
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
5,226,782
|
|
|
$
|
837,854,004
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Quality
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
5,512,363
|
|
|
$
|
882,878,805
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Select Quality
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
4,924,931
|
|
|
$
|
791,020,225
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Quality Income
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
7,752,289
|
|
|
$
|
1,258,610,600
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
D-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adviser
|
|
|
|
|
|
|
|
|
|
|
Fund Average
|
|
Fee
|
|
|
During Last
|
|
|
Net Assets
|
|
|
|
|
|
Fund
|
|
Daily Net
Assets
|
|
Rate
|
|
|
Fiscal
Year
|
|
|
as of 6/30/07
|
|
|
|
|
|
Insured Municipal Opportunity
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
11,560,935
|
|
|
$
|
1,888,184,222
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier Municipal
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
2,905,566
|
|
|
$
|
462,245,993
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier Insured
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
2,843,056
|
|
|
$
|
446,267,566
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $1 billion
|
|
|
0.4000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
0.3875
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For net assets of $5 billion and
over
|
|
|
0.3750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium Income 2
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
|
$
|
5,920,769
|
|
|
$
|
955,613,081
|
|
|
|
|
|
|
|
For the next $125 million
|
|
|
0.4375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $250 million
|
|
|
0.4250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.4125
|
%
|
|
|
|
|
|
|
|
|
& |