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
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-
6(e)(2)
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Definitive Proxy Statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
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Nuveen California Select Tax-Free Income Portfolio (NXC)
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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Important Notice
to Fund Shareholders
June 15,
2009
Although we recommend that you read the complete Proxy
Statement, for your convenience, we have provided a brief
overview of the issues to be voted on.
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Q.
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Why am I receiving this Proxy Statement?
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A.
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You are receiving this Proxy Statement as a Fund shareholder in
connection with the annual shareholders meeting for the Nuveen
municipal closed-end funds listed at the top of the Notice to
Shareholders.
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You are being asked to vote on a number of important matters:
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(i)
Updated Investment Policies (Affected Municipal
Funds (as defined in the Proxy Statement)).
Nuveens
municipal closed-end funds are seeking to adopt a uniform,
up to date set of investment policies (the New
Investment Policies). In general, these funds currently
have a somewhat diverse set of policies, reflecting when the
funds were launched over the past 20 years as well as
developments over time in the municipal market, including new
types of securities as well as investment strategies.
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(ii)
Elimination of Fundamental Investment Policies and
Approval of New Fundamental Investment Policy (Affected Insured
Funds only (as defined in the Proxy Statement)).
Fund
shareholders are being asked to approve the elimination of
certain fundamental investment policies and to approve a new
fundamental policy or policies (also referred to as, the
New Investment Policy or New Investment
Policies). These changes are designed to give the Affected
Insured Funds important flexibility to respond to on-going
developments in the bond insurance market while maintaining
their current focus on insured bonds backed by insurers with
solid credit ratings.
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(iii)
Approval of Fund Board Nominees (All
Funds).
Each year, you and other Fund shareholders must
approve the election of Board members to serve on your
Funds Board. This is a requirement for all funds that list
their common shares on a stock exchange. The Funds described in
this Proxy Statement are holding their annual shareholders
meetings at which Board members will be elected. The list of
specific nominees is contained in the enclosed Proxy Statement.
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Your Funds Board of Trustees/Directors, including your
Boards independent members, unanimously recommends that
you vote
FOR
each proposal.
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Your vote is very important. We encourage you as a
shareholder to participate in your Funds governance by
returning your vote as soon as possible. If enough shareholders
dont cast their votes, your Fund may not be able to hold
its meeting or the vote on each issue, and will be required to
incur additional solicitation costs in order to obtain
sufficient shareholder participation.
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Q.
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What are the potential benefits of the New Investment
Policies for common shareholders of the Affected Municipal
Funds?
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A.
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The potential benefits to common shareholders are:
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Enhanced ability of the Affected Municipal Funds to
generate attractive tax-free income while retaining their
orientation on investment grade quality municipal securities;
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Increased flexibility in diversifying portfolio
risks and managing duration (the sensitivity of bond prices to
interest rate changes) to pursue the preservation of and
possible growth of capital, which, if successful, will help to
sustain and build net asset value; and
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Improved secondary market competitiveness that may
lead to a higher relative market price and/or stronger
premium/discount performance.
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What are the potential benefits of the New Investment
Policies for preferred shareholders of the Affected Municipal
Funds?
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A.
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The potential benefits to preferred shareholders are increased
flexibility in diversifying portfolio risks and managing
duration (the sensitivity of bond prices to interest rate
changes) to pursue the preservation of and possible growth of
capital, which, if successful, will help to sustain and build
net asset value and therefore asset coverage levels for
preferred shares.
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What actions are required in order to implement the New
Investment Policies?
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A.
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In order to implement the New Investment Policies and obtain the
potential benefits described above, each Affected Municipal Fund
or Affected Insured Fund must make certain changes to its
existing policies, including certain fundamental policies that
require approval of shareholders. In some cases, this may
require shareholder approval of the elimination of an existing
fundamental policy as well as the implementation of a new
replacement fundamental policy. Because each Affected Municipal
Fund or Affected Insured Fund tends to be situated somewhat
differently, the specific changes required to implement the New
Investment Policies often vary from fund to fund.
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Why are shareholders of the Affected Insured Funds being
asked to approve the elimination of fundamental investment
policies and to approve a New Investment Policy?
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As a result of conditions facing the bond insurance market,
shareholders are being asked to approve the elimination of
certain fundamental investment policies that are restricting, or
may be expected in the future to restrict, each Affected Insured
Funds ability to effectively maintain its existing focus
on insured bonds backed by insurers with solid credit ratings.
In connection with eliminating the fundamental investment
policies, shareholders are being asked to approve a new
fundamental investment policy that will provide the Affected
Insured Funds with flexibility to respond to on-going
developments in the bond insurance market, while ensuring that
the Affected Insured Funds continue to invest substantially all
(at least 80%) of their investments in insured bonds backed by
insurers with solid credit ratings.
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What happens if shareholders dont approve the
elimination of the fundamental investment policies and/or
dont approve the New Investment Policy or Policies?
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An Affected Municipal Fund or Affected Insured Fund will not be
able to implement the New Investment Policies as discussed
above. The Affected Municipal Fund or Affected Insured Fund
would likely incur further expenses to solicit additional
shareholder participation, and may experience potential
disruptions to its investment operations. The Boards of the
Affected Municipal Funds and Affected Insured Funds urge you to
vote without delay in order to avoid the potential for higher
costs and/or disruptions to portfolio operations.
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Who do I call if I have questions?
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A.
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If you need any assistance, or have any questions regarding the
proposals or how to vote your shares, please call Computershare
Fund Services, your Funds proxy solicitor, at
[(866) 612-5814].
Please have your proxy material available when you call.
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How do I vote my shares?
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A.
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You can vote your shares by completing and signing the enclosed
proxy card, and mailing it in the enclosed postage-paid
envelope. Alternatively, you may vote by telephone by calling
the toll-free number on the proxy card or by computer by going
to the Internet address provided on the proxy card and following
the instructions, using your proxy card as a guide.
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Q.
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Will anyone contact me?
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A.
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You may receive a call from Computershare Fund Services,
the proxy solicitor hired by your Fund, to verify that you
received your proxy materials, to answer any questions you may
have about the proposals and to encourage you to vote your proxy.
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We recognize the inconvenience of the proxy solicitation process
and would not impose on you if we did not believe that the
matters being proposed were important and in the best interests
of the Funds shareholders. Once your vote has been
registered with the proxy solicitor, your name will be removed
from the solicitors
follow-up
contact list.
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333 West Wacker
Drive
Chicago, Illinois 60606
(800) 257-8787
Notice
of Annual Meeting
of Shareholders
July 28, 2009
June 15,
2009
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
Select Quality Municipal Fund, Inc. (NQS)
Nuveen
Quality Income Municipal Fund, Inc. (NQU)
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
Dividend Advantage Municipal Fund (NAD)
Nuveen
Dividend Advantage Municipal Fund 2 (NXZ)
Nuveen
Dividend Advantage Municipal Fund 3 (NZF)
Nuveen
Municipal High Income Opportunity Fund (NMZ)
Nuveen
Municipal High Income Opportunity Fund 2 (NMD)
Nuveen
Insured Dividend Advantage Municipal Fund (NVG)
Nuveen
Insured Municipal Opportunity Fund, Inc. (NIO)
Nuveen
Insured Premium Income Municipal Fund 2 (NPX)
Nuveen
Insured Quality Municipal Fund, Inc. (NQI)
Nuveen
Insured Tax-Free Advantage Municipal Fund (NEA)
Nuveen
Select Maturities Municipal Fund (NIM)
Nuveen
Select Tax-Free Income Portfolio (NXP)
Nuveen
Select Tax-Free Income Portfolio 2 (NXQ)
Nuveen
Select Tax-Free Income Portfolio 3 (NXR)
Nuveen
California Select Tax-Free Income Portfolio (NXC)
Nuveen
New York Select Tax-Free Income Portfolio (NXN)
To the
Shareholders of the Above Funds:
Notice is hereby given that the Annual Meeting of Shareholders
(the Annual Meeting) of Nuveen Municipal Value Fund,
Inc. (Municipal Value), Nuveen Municipal Income
Fund, Inc. (Municipal Income), Nuveen Premium Income
Municipal Fund, Inc. (Premium Income), Nuveen
Performance Plus Municipal Fund, Inc. (Performance
Plus), Nuveen Municipal Advantage Fund, Inc.
(Municipal Advantage), Nuveen Municipal Market
Opportunity Fund, Inc. (Municipal Market
Opportunity), Nuveen Investment Quality Municipal Fund,
Inc. (Investment Quality), Nuveen 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 Insured
Quality Municipal Fund, Inc. (Insured Quality),
Nuveen Premier Municipal Income Fund, Inc. (Premier
Municipal), Nuveen Premier Insured Municipal Income Fund,
Inc. (Premier Insured), Nuveen Premium Income
Municipal Fund 2, Inc. (Premium Income 2),
Nuveen Premium Income Municipal Fund 4, Inc. (Premium
Income 4), each a
Minnesota Corporation
(each a
Minnesota Fund and collectively, the Minnesota
Funds), and Nuveen Dividend Advantage Municipal Fund
(Dividend Advantage), Nuveen Insured Dividend
Advantage Municipal Fund (Insured Dividend
Advantage), Nuveen Insured Premium Income Municipal
Fund 2 (Insured Premium Income 2), Nuveen
Insured Tax-Free Advantage Municipal Fund (Insured
Tax-Free Advantage), Nuveen Dividend Advantage Municipal
Fund 2 (Dividend Advantage 2), Nuveen Dividend
Advantage Municipal Fund 3 (Dividend Advantage
3), Nuveen Municipal High Income Opportunity Fund
(Municipal High Income), Nuveen Municipal High
Income Opportunity Fund 2 (Municipal High Income
2), Nuveen Select Maturities Municipal Fund (Select
Maturities), Nuveen Select Tax-Free Income Portfolio
(Select Portfolio), Nuveen Select Tax-Free Income
Portfolio 2 (Select Portfolio 2), Nuveen Select
Tax-Free Income Portfolio 3 (Select Portfolio 3),
Nuveen California Select Tax-Free Income Portfolio
(California Portfolio) and Nuveen New York Select
Tax-Free Income Portfolio (New York Portfolio), each
a
Massachusetts Business Trust
(individually, a
Fund and collectively, the Funds), will
be held in the Lobby Conference Room of Nuveen Investments,
333 West Wacker Drive, Chicago, Illinois, on Tuesday,
July 28, 2009, at 10:30 a.m., Central time, for the
following purposes and to transact such other business, if any,
as may properly come before the Annual Meeting:
Matters
to Be Voted on by Shareholders:
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1.
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To elect Members to the Board of Directors/Trustees (each a
Board and each Director or Trustee a Board
Member) of each Fund as outlined below:
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a.
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For each Minnesota Fund, except Municipal Value and Municipal
Income, to elect nine (9) Board Members:
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(i)
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seven (7) Board Members to be elected by the holders of
Common Shares and Municipal Auction Rate Cumulative Preferred
Shares (Preferred Shares), voting together as a
single class; and
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(ii)
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two (2) Board Members to be elected by the holders of
Preferred Shares only, voting separately as a single class.
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b.
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For Municipal Value and Municipal Income, to elect three
(3) Board Members.
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c.
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For each Massachusetts Business Trust, except Select Maturities,
Select Portfolio, Select Portfolio 2, Select Portfolio 3,
California Portfolio, New York Portfolio and Municipal High
Income 2, to elect four (4) Board Members:
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(i)
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two (2) Board Members to be elected by the holders of
Common Shares and Preferred Shares, voting together as a single
class; and
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(ii)
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two (2) Board Members to be elected by the holders of
Preferred Shares only, voting separately as a single class.
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d.
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For Select Maturities, Select Portfolio, Select Portfolio 2,
Select Portfolio 3, California Portfolio, New York Portfolio and
Municipal High Income 2, to elect three (3) Board Members.
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2.
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To approve the elimination of fundamental investment policies
and/or
to
approve the new fundamental investment policies for Premium
Income, Performance Plus, Insured Quality, Insured Municipal
Opportunity, Premier Insured, Insured Premium Income 2,
Municipal Advantage, Municipal Market Opportunity, Investment
Quality, Select Quality, Quality Income, Premier Municipal,
Premium Income 2, Premium Income 4, Dividend Advantage, Dividend
Advantage 2, Dividend Advantage 3 and Municipal High Income.
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3.
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To approve the elimination of fundamental investment policies
and to approve the new fundamental investment policy for Insured
Municipal Opportunity, Insured Quality and Insured Dividend
Advantage.
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4.
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To transact such other business as may properly come before the
Annual Meeting.
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Shareholders of record at the close of business on June 8,
2009 are entitled to notice of and to vote at the Annual Meeting.
All shareholders are cordially invited to attend the Annual
Meeting. In order to avoid delay and additional expense and to
assure that your shares are represented, please vote as promptly
as possible, regardless of whether or not you plan to attend the
Annual Meeting. You may vote by mail, telephone or over the
Internet. To vote by mail, please mark, sign, date and mail the
enclosed proxy card. No postage is required if mailed in the
United States. To vote by telephone, please call the toll-free
number located on your proxy card and follow the recorded
instructions, using your proxy card as a guide. To vote over the
Internet, go to the Internet address provided on your proxy card
and follow the instructions, using your proxy card as a
guide.
Kevin J. McCarthy
Vice President and Secretary
333 West Wacker
Drive
Chicago, Illinois 60606
(800) 257-8787
Joint
Proxy Statement
June 15,
2009
This Joint Proxy Statement is first being mailed to shareholders
on or about June 15, 2009.
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
Select Quality Municipal Fund, Inc. (NQS)
Nuveen
Quality Income Municipal Fund, Inc. (NQU)
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
Dividend Advantage Municipal Fund (NAD)
Nuveen
Dividend Advantage Municipal Fund 2 (NXZ)
Nuveen
Dividend Advantage Municipal Fund 3 (NZF)
Nuveen
Municipal High Income Opportunity Fund (NMZ)
Nuveen
Municipal High Income Opportunity Fund 2 (NMD)
Nuveen
Insured Dividend Advantage Municipal Fund (NVG)
Nuveen
Insured Municipal Opportunity Fund, Inc. (NIO)
Nuveen
Insured Premium Income Municipal Fund 2 (NPX)
Nuveen
Insured Quality Municipal Fund, Inc. (NQI)
Nuveen
Insured Tax-Free Advantage Municipal Fund (NEA)
Nuveen
Select Maturities Municipal Fund (NIM)
Nuveen
Select Tax-Free Income Portfolio (NXP)
Nuveen
Select Tax-Free Income Portfolio 2 (NXQ)
Nuveen
Select Tax-Free Income Portfolio 3 (NXR)
Nuveen
California Select Tax-Free Income Portfolio (NXC)
Nuveen
New York Select Tax-Free Income Portfolio (NXN)
1
General
Information
This Joint Proxy Statement is furnished in connection with the
solicitation by the Board of Directors or Trustees (each a
Board and collectively, the Boards, and
each Director or Trustee, a Board Member and
collectively, the Board Members) of Nuveen Municipal
Value Fund, Inc. (Municipal Value), Nuveen Municipal
Income Fund, Inc. (Municipal Income), Nuveen Premium
Income Municipal Fund, Inc. (Premium Income), Nuveen
Performance Plus Municipal Fund, Inc. (Performance
Plus), Nuveen Municipal Advantage Fund, Inc.
(Municipal Advantage), Nuveen Municipal Market
Opportunity Fund, Inc. (Municipal Market
Opportunity), Nuveen Investment Quality Municipal Fund,
Inc. (Investment Quality), Nuveen 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 Insured
Quality Municipal Fund, Inc. (Insured Quality),
Nuveen Premier Municipal Income Fund, Inc. (Premier
Municipal), Nuveen Premier Insured Municipal Income Fund,
Inc. (Premier Insured), Nuveen Premium Income
Municipal Fund 2, Inc. (Premium Income 2),
Nuveen Premium Income Municipal Fund 4, Inc. (Premium
Income 4), each a
Minnesota Corporation
(each
referred to herein as a Minnesota Fund and
collectively, the Minnesota Funds), and Nuveen
Dividend Advantage Municipal Fund (Dividend
Advantage), Nuveen Insured Dividend Advantage Municipal
Fund (Insured Dividend Advantage), Nuveen Insured
Premium Income Municipal Fund 2 (Insured Premium
Income 2), Nuveen Insured Tax-Free Advantage Municipal
Fund (Insured Tax-Free Advantage), Nuveen Dividend
Advantage Municipal Fund 2 (Dividend Advantage
2), Nuveen Dividend Advantage Municipal Fund 3
(Dividend Advantage 3), Nuveen Municipal High Income
Opportunity Fund (Municipal High Income), Nuveen
Municipal High Income Opportunity Fund 2 (Municipal
High Income 2), Nuveen Select Maturities Municipal Fund
(Select Maturities), Nuveen Select Tax-Free Income
Portfolio (Select Portfolio), Nuveen Select Tax-Free
Income Portfolio 2 (Select Portfolio 2), Nuveen
Select Tax-Free Income Portfolio 3 (Select Portfolio
3), Nuveen California Select Tax-Free Income Portfolio
(California Portfolio) and Nuveen New York Select
Tax-Free Income Portfolio (New York Portfolio), each
a
Massachusetts Business Trust
(each referred to herein
as a Massachusetts Fund and collectively, the
Massachusetts Funds) (the Massachusetts Funds and
Minnesota Funds are each, a Fund and collectively,
the Funds), of proxies to be voted at the Annual
Meeting of Shareholders to be held in the Lobby Conference Room
of Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois, on Tuesday, July 28, 2009, at 10:30 a.m.,
Central time (for each Fund, an Annual Meeting and
collectively, the Annual Meetings), and at any and
all adjournments thereof.
On the matters coming before each Annual Meeting as to which a
choice has been specified by shareholders on the proxy, the
shares will be voted accordingly. If a proxy is returned and no
choice is specified, the shares will be voted FOR the election
of the nominees as listed in this Joint Proxy Statement and FOR
the elimination of the fundamental investment policies and the
adoption of new fundamental investment policies for the Affected
Municipal Funds (as defined below) and the Affected Insured
Funds (as defined below). Shareholders who execute proxies may
revoke them at any time before they are voted by filing with
that Fund a written notice of revocation, by delivering a duly
executed proxy bearing a later date, or by attending the Annual
Meeting and voting in person.
The Board of each Fund has determined that the use of this Joint
Proxy Statement for each Annual Meeting is in the best interest
of each Fund and its shareholders in light of the similar
matters being considered and voted on by the shareholders.
2
The following table indicates which shareholders are solicited
with respect to each matter:
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Matter
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Common Shares
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Preferred
Shares
(1)
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1(a)(i)
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For each Minnesota Fund (except Municipal Value and Municipal
Income), election of seven (7) Board Members by all
shareholders.
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X
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X
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1(a)(ii)
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For each Minnesota Fund (except Municipal Value and Municipal
Income), election of two (2) Board Members by Preferred Shares
only.
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X
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X
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1(b)
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For Municipal Value and Municipal Income, election of three (3)
Board Members by all shareholders.
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X
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N/A
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1(c)(i)
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For each Massachusetts Fund (except Select Maturities, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California
Portfolio, New York Portfolio and Municipal High Income 2),
election of two (2) Board Members by all shareholders.
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X
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X
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1(c)(ii)
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For each Massachusetts Fund (except Select Maturities, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California
Portfolio, New York Portfolio and Municipal High Income 2),
election of two (2) Board Members by Preferred Shares only.
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X
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X
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1(d)
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For Select Maturities, Select Portfolio, Select Portfolio 2,
Select Portfolio 3, California Portfolio, New York Portfolio and
Municipal High Income 2, election of three (3) Board Members by
all shareholders.
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X
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N/A
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2.
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For Premium Income, Performance Plus, Insured Quality, Insured
Municipal Opportunity, Premier Insured, Insured Premium Income
2, Municipal Advantage, Municipal Market Opportunity, Investment
Quality, Select Quality, Quality Income, Premier Municipal,
Premium Income 2, Premium Income 4, Dividend Advantage, Dividend
Advantage 2, Dividend Advantage 3 and Municipal High Income
(the Affected Municipal Funds), to approve the
elimination of fundamental investment policies and/or to approve
the new fundamental investment policies.
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X
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X
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3
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Matter
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Common Shares
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Preferred
Shares
(1)
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2(a)
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For each Affected Municipal Fund except Insured Quality, Insured
Municipal Opportunity, Premier Insured, Insured Premium Income
2, to approve the elimination of the Funds fundamental
investment policies relating to investments in municipal
securities and below investment grade securities.
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X
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X
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|
|
2(b)
|
|
For each Affected Municipal Fund except Insured Quality, Insured
Municipal Opportunity, Premier Insured, Insured Premium Income
2, to approve the new fundamental investment policy relating to
investments in municipal securities.
|
|
X
|
|
X
|
|
|
2(c)
|
|
For each Affected Municipal Fund, except Dividend Advantage,
Dividend Advantage 2, Dividend Advantage 3 and Municipal High
Income, to approve the elimination of the fundamental investment
policy relating to investing in other investment companies.
|
|
X
|
|
X
|
|
|
2(d)
|
|
For each Affected Municipal Fund, except Dividend Advantage,
Dividend Advantage 2, Dividend Advantage 3 and Municipal High
Income, to approve the elimination of fundamental investment
policies relating to commodities.
|
|
X
|
|
X
|
|
|
2(e)
|
|
For each Affected Municipal Fund, except Dividend Advantage,
Dividend Advantage 2, Dividend Advantage 3 and Municipal High
Income, to approve the new fundamental investment policy
relating to commodities.
|
|
X
|
|
X
|
|
|
2(f)
|
|
For each Affected Municipal Fund, except Dividend Advantage,
Dividend Advantage 2, Dividend Advantage 3 and Municipal High
Income, to approve the elimination of the fundamental investment
policy relating to derivatives and shorts sales.
|
|
X
|
|
X
|
|
|
3(a)
|
|
For Insured Municipal Opportunity, Insured Quality and Insured
Dividend Advantage (the Affected Insured Funds), to
approve the elimination of fundamental investment policies
relating to tax-exempt securities.
|
|
X
|
|
X
|
|
|
3(b)
|
|
For each Affected Insured Fund, to approve a new fundamental
investment policy relating to tax-exempt securities.
|
|
X
|
|
X
|
|
|
|
|
(1)
|
Variable Rate Demand Preferred Shares for Dividend
Advantage 2 and Insured Premium Income 2 and Municipal
Auction Rate Cumulative Preferred Shares
(MuniPreferred) for each other Fund are referred to
as Preferred Shares. Municipal Value, Municipal
Income, Select Maturities, Select Portfolio, Select Portfolio 2,
Select Portfolio 3, California Portfolio and New York Portfolio
have not issued Preferred Shares.
|
4
A quorum of shareholders is required to take action at each
Annual Meeting. A majority of the shares entitled to vote at
each Annual Meeting, represented in person or by proxy, will
constitute a quorum of shareholders at that Annual Meeting,
except that for the election of the two Board Member nominees to
be elected by holders of Preferred Shares of each Fund (except
Municipal Value, Municipal Income, Select Maturities, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California
Portfolio, New York Portfolio and Municipal High Income 2),
33
1
/
3
%
of the Preferred Shares entitled to vote and represented in
person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Annual Meeting will be tabulated by the
inspectors of election appointed for that Annual Meeting. The
inspectors of election will determine whether or not a quorum is
present at the Annual Meeting. The inspectors of election will
treat abstentions and broker non-votes (i.e., shares
held by brokers or nominees, typically in street
name, as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote
and (ii) the broker or nominee does not have discretionary
voting power on a particular matter) as present for purposes of
determining a quorum.
For each Fund, the affirmative vote of a plurality of the shares
present and entitled to vote at the Annual Meeting will be
required to elect the Board Members of that Fund. For purposes
of determining the approval of the proposal to elect nominees
for each Fund, abstentions and broker non-votes will have no
effect on the election of Board Members. For purposes of
determining the approval of the elimination of the fundamental
investment policies and the approval of the new fundamental
investment policies for the Affected Municipal Funds and the
Affected Insured Funds, a change will only be consummated if
approved by the affirmative vote of the holders of a majority of
the outstanding shares of a Funds common shares and
Preferred Shares, voting together as a single class, and of the
Preferred Shares, voting as a separate class, as defined in the
Investment Company Act of 1940, as amended (the 1940
Act) as (a) 67% or more of the voting securities
present at the Annual Meeting, if the holders of more than 50%
of the outstanding voting securities are present or represented
by proxy; or (b) more than 50% of the outstanding voting
securities, whichever is less. For purposes of determining the
approval of the elimination of the fundamental investment
policies and the approval of the new fundamental investment
policies, abstentions and broker non-votes will have the same
effect as shares voted against the proposal.
Preferred Shares held in street name as to which
voting instructions have not been received from the beneficial
owners or persons entitled to vote as of one business day before
the Annual Meeting, or, if adjourned, one business day before
the day to which the Annual Meeting is adjourned, and that would
otherwise be treated as broker non-votes may,
pursuant to Rule 452 of the New York Stock Exchange, be
voted by the broker on the proposal in the same proportion as
the votes cast by all holders of Preferred Shares as a class who
have voted on the proposal or in the same proportion as the
votes cast by all holders of Preferred Shares of the Fund who
have voted on that item. Rule 452 permits proportionate
voting of Preferred Shares with respect to a particular item if,
among other things, (i) a minimum of 30% of the Preferred
Shares or shares of a series of Preferred Shares outstanding has
been voted by the holders of such shares with respect to such
item and (ii) less than 10% of the Preferred Shares or
shares of a series of Preferred Shares outstanding has been
voted by the holders of such shares against such item. For the
purpose of meeting the 30% test, abstentions will be treated as
shares voted and, for the purpose of meeting the 10%
test, abstentions will not be treated as shares
voted against the item.
5
Those persons who were shareholders of record at the close of
business on June 8, 2009 will be entitled to one vote for
each share held and a proportionate fractional vote for each
fractional share held. As of June 8, 2009, the shares of
the Funds were issued and outstanding as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker Symbol*
|
|
Common Shares
|
|
|
Preferred Shares
|
|
|
|
|
|
|
Municipal Value
|
|
NUV
|
|
|
195,312,966
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Municipal Income
|
|
NMI
|
|
|
8,125,815
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Premium Income
|
|
NPI
|
|
|
63,785,430
|
|
|
Series M
|
|
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series M2
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
3,800
|
|
|
|
|
|
|
|
Performance Plus
|
|
NPP
|
|
|
59,914,073
|
|
|
Series M
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
4,000
|
|
|
|
|
|
|
|
Municipal Advantage
|
|
NMA
|
|
|
43,214,524
|
|
|
Series M
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
3,000
|
|
|
|
|
|
|
|
Municipal Market Opportunity
|
|
NMO
|
|
|
45,557,788
|
|
|
Series M
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
4,000
|
|
|
|
|
|
|
|
Investment Quality
|
|
NQM
|
|
|
35,820,767
|
|
|
Series M
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,500
|
|
|
|
|
|
|
|
Select Quality
|
|
NQS
|
|
|
34,015,420
|
|
|
Series M
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,800
|
|
|
|
|
|
|
|
Quality Income
|
|
NQU
|
|
|
54,219,374
|
|
|
Series M
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W2
|
|
|
2,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
3,000
|
|
|
|
|
|
|
|
Premier Municipal
|
|
NPF
|
|
|
19,904,218
|
|
|
Series M
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,800
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker Symbol*
|
|
Common Shares
|
|
|
Preferred Shares
|
|
|
|
|
|
|
Premier Insured
|
|
NIF
|
|
|
19,419,608
|
|
|
Series W
|
|
|
840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,800
|
|
|
|
|
|
|
|
Premium Income 2
|
|
NPM
|
|
|
40,796,161
|
|
|
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
|
|
|
43,236,703
|
|
|
Series M
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T2
|
|
|
1,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
1,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W2
|
|
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F2
|
|
|
1,328
|
|
|
|
|
|
|
|
Dividend Advantage
|
|
NAD
|
|
|
39,287,298
|
|
|
Series M
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,800
|
|
|
|
|
|
|
|
Dividend Advantage 2
|
|
NXZ
|
|
|
29,411,412
|
|
|
Series 1
|
|
|
1,960
|
|
|
|
|
|
|
|
Dividend Advantage 3
|
|
NZF
|
|
|
40,378,174
|
|
|
Series W
|
|
|
4,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
4,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
4,160
|
|
|
|
|
|
|
|
Municipal High Income
|
|
NMZ
|
|
|
23,863,607
|
|
|
Series M
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
1,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
1,600
|
|
|
|
|
|
|
|
Municipal High Income 2
|
|
NMD
|
|
|
15,808,473
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Insured Dividend Advantage
|
|
NVG
|
|
|
29,813,300
|
|
|
Series M
|
|
|
3,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
3,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,080
|
|
|
|
|
|
|
|
Insured Municipal Opportunity
|
|
NIO
|
|
|
81,138,037
|
|
|
Series M
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W1
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W2
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH1
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
4,000
|
|
|
|
|
|
|
|
Insured Premium Income 2
|
|
NPX
|
|
|
37,353,512
|
|
|
Series 1
|
|
|
2,190
|
|
|
|
|
|
|
|
Insured Quality
|
|
NQI
|
|
|
38,296,617
|
|
|
Series M
|
|
|
2,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
2,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,600
|
|
|
|
|
|
|
|
Insured Tax-Free Advantage
|
|
NEA
|
|
|
18,525,697
|
|
|
Series T
|
|
|
2,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,880
|
|
|
|
|
|
|
|
Select Maturities
|
|
NIM
|
|
|
12,396,405
|
|
|
N/A
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker Symbol*
|
|
Common Shares
|
|
|
Preferred Shares
|
|
|
|
|
|
|
Select Portfolio
|
|
NXP
|
|
|
16,398,796
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Select Portfolio 2
|
|
NXQ
|
|
|
17,610,026
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Select Portfolio 3
|
|
NXR
|
|
|
12,966,228
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
California Portfolio
|
|
NXC
|
|
|
6,261,479
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
New York Portfolio
|
|
NXN
|
|
|
3,909,846
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
*
|
The Common Shares of all of the Funds are listed on the New York
Stock Exchange, except NEA, NVG, NXZ, NZF and NMZ, which are
listed on the NYSE Amex.
|
1. Election
of Board Members
Minnesota
Corporations
At the Annual Meeting of each Minnesota Corporation, Board
Members are to be elected to serve until the next annual meeting
or until their successors shall have been duly elected and
qualified. Under the terms of each Minnesota Corporations
organizational documents (except Municipal Value and Municipal
Income), under normal circumstances, holders of Preferred Shares
are entitled to elect two (2) Board Members, and the
remaining Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class.
Pursuant to the organizational documents of Municipal Value and
Municipal Income, each Board is divided into three classes, with
each class being elected to serve until the third succeeding
annual meeting subsequent to their election or thereafter in
each case when their respective successors are duly elected and
qualified. For Municipal Income and Municipal Value, three
(3) Board Members are nominated to be elected at this
Annual Meeting.
|
|
|
|
a.
|
For each Minnesota Corporation, except Municipal Value and
Municipal Income:
|
|
|
|
|
(i)
|
seven (7) Board Members are to be elected by holders of
Common Shares and Preferred Shares, voting together as a single
class. Board Members Amboian, Bremner, Evans, Kundert,
Stockdale, Stone and Toth are nominees for election by all
shareholders.
|
|
|
(ii)
|
two (2) Board Members are to be elected by holders of
Preferred Shares, each series voting together as a single class.
Board Members Hunter and Schneider are nominees for election by
holders of Preferred Shares.
|
|
|
|
|
b.
|
For Municipal Value and Municipal Income:
three
(3) Board Members are to be elected by all shareholders.
|
8
With respect to Municipal Value, Board Members Bremner, Evans
and Schneider have been designated as Class III Board
Members and as nominees for Board Members for a term expiring at
the annual meeting of shareholders in 2012 or until their
successors have been duly elected and qualified. Board Members
Amboian, Hunter, Kundert, Stockdale, Stone and Toth are current
and continuing Board Members. Board Members Hunter, Stockdale
and Stone have been designated as Class I Board Members for
a term expiring at the annual meeting of shareholders in 2010 or
until their successors have been duly elected and qualified.
Board Members Amboian, Kundert and Toth have been designated as
Class II Board Members for a term expiring at the annual
meeting of shareholders in 2011 or until their successors have
been duly elected and qualified.
With respect to Municipal Income, Board Members Bremner, Evans
and Schneider have been designated as Class II Board
Members and as nominees for Board Members for a term expiring at
the annual meeting of shareholders in 2012 or until their
successors have been duly elected and qualified. Board Members
Amboian, Hunter, Kundert, Stockdale, Stone and Toth are current
and continuing Board Members. Board Members Hunter, Stockdale
and Stone have been designated as Class III Board Members
for a term expiring at the annual meeting of shareholders in
2010 or until their successors have been duly elected and
qualified. Board Members Amboian, Kundert and Toth have been
designated as Class I Board Members for a term expiring at
the annual meeting of shareholders in 2011 or until their
successors have been duly elected and qualified.
Massachusetts
Business Trusts
Pursuant to the organizational documents of each Massachusetts
Business Trust, each Board is divided into three classes,
Class I, Class II and Class III, to be elected by
the holders of the outstanding Common Shares and any outstanding
Preferred Shares, voting together as a single class to serve
until the third succeeding annual meeting subsequent to their
election or thereafter, in each case until their successors have
been duly elected and qualified. For each Massachusetts Business
Trust, except Select Maturities, Select Portfolio, Select
Portfolio 2, Select Portfolio 3, California Portfolio, New York
Portfolio and Municipal High Income 2, under normal
circumstances, holders of Preferred Shares are entitled to elect
two (2) Board Members. The Board Members elected by holders
of Preferred Shares will be elected to serve until the next
annual meeting or until their successors shall have been duly
elected and qualified.
|
|
|
|
c.
|
For each Massachusetts Business Trust, except Select
Maturities, Select Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio, New York Portfolio and
Municipal High Income 2:
|
|
|
|
|
(i)
|
two (2) Board Members are to be elected by holders of
Common Shares and Preferred Shares, voting together as a single
class. Board Members Bremner and Evans have been designated as
Class III Board Members and as nominees for Board Members
for a term expiring at the annual meeting of shareholders in
2012 or until their successors have been duly elected and
qualified. Board Members Amboian, Kundert, Stockdale, Stone and
Toth are current and continuing Board Members. Board Members
Stockdale and Stone have been designated as Class I Board
Members for a term expiring at the annual meeting of
shareholders in 2010 or until their successors have been duly
elected and qualified. Board Members Amboian, Kundert and Toth
have been designated as Class II Board Members for a
|
9
|
|
|
|
|
term expiring at the annual meeting of shareholders in 2011 or
until their successors have been duly elected and qualified.
|
|
|
|
|
(ii)
|
two (2) Board Members are to be elected by holders of
Preferred Shares, voting separately as a single class. Board
Members Hunter and Schneider are nominees for election by
holders of Preferred Shares for a term expiring at the next
annual meeting or until their successors have been duly elected
and qualified.
|
|
|
|
|
d.
|
For Select Maturities, Select Portfolio, Select Portfolio 2,
Select Portfolio 3, California Portfolio, New York Portfolio and
Municipal High Income 2:
|
|
|
|
|
(ii)
|
three (3) Board Members are to be elected by all
shareholders. Board Members Bremner, Evans and Schneider have
been designated as Class III Board Members and as nominees
for Board Members for a term expiring at the annual meeting of
shareholders in 2012 or until their successors have been duly
elected and qualified. Board Members Amboian, Hunter, Kundert,
Stockdale, Stone and Toth are current and continuing Board
Members. Board Members Hunter, Stockdale and Stone have been
designated as Class I Board Members for a term expiring at
the annual meeting of shareholders in 2010 or until their
successors have been duly elected and qualified. Board Members
Amboian, Kundert and Toth have been designated as Class II
Board Members for a term expiring at the annual meeting of
shareholders in 2011 or until their successors have been duly
elected and qualified.
|
It is the intention of the persons named in the enclosed proxy
to vote the shares represented thereby for the election of the
nominees listed in the table below unless the proxy is marked
otherwise. Each of the nominees has agreed to serve as a Board
Member of each Fund if elected. However, should any nominee
become unable or unwilling to accept nomination for election,
the proxies will be voted for substitute nominees, if any,
designated by that Funds present Board.
For each Minnesota Corporation, except for Municipal Value and
Municipal Income, all Board Member nominees were last elected to
each Funds Board at the annual meeting of shareholders
held on July 29, 2008 and adjourned to August 29,
2008, September 30, 2008 and October 28, 2008.
For Municipal Value, Board Members Amboian, Kundert and Toth
were last elected as Class II Board Members at the annual
meeting of shareholders held on July 29, 2008. Board Member
Hunter was last elected as a Class I Board Member of the
Board of Municipal Value at the annual meeting of shareholders
held on July 29, 2008 and adjourned to August 29,
2008. Board Members Stockdale and Stone were last elected as
Class I Board Members of the Board of Municipal Value at
the annual meeting of shareholders held on July 31, 2007.
For Municipal Income, Board Members Amboian, Kundert and Toth
were last elected as Class I Board Members at the annual
meeting of shareholders held on July 29, 2008. Board Member
Hunter was last elected as a Class III Board Member of the
Board of Municipal Income at the annual meeting of shareholders
held on July 29, 2008 and adjourned to August 29,
2008. Board Members Stockdale and Stone were last elected as
Class III Board Members of the Board of Municipal Income at
the annual meeting of shareholders held on July 31, 2007.
For each Massachusetts Business Trust, except Select Maturities,
Select Portfolio, Select Portfolio 2, Select Portfolio 3,
California Portfolio, New York Portfolio and Municipal High
10
Income 2, Board Members Amboian, Kundert and Toth were last
elected to each Funds Board as Class II Board Members
and Board Members Schneider and Hunter were last elected to each
Funds Board at the annual meeting of shareholders held on
July 29, 2008 and adjourned to August 29, 2008,
September 30, 2008 and October 28, 2008. Board Members
Stockdale and Stone were last elected to each Funds Board
as Class I Board Members at the annual meeting of
shareholders held on July 31, 2007.
For Select Maturities, Select Portfolio, Select Portfolio 2,
Select Portfolio 3, California Portfolio and New York Portfolio,
Board Members Amboian, Kundert and Toth were last elected to
each Funds Board as Class II Board Members at the
annual meeting of shareholders held on July 29, 2008 and
adjourned to August 29, 2008. Board Member Hunter was last
elected to each Funds Board as a Class I Board Member
at the annual meeting of shareholders held on July 29, 2008
and adjourned to August 29, 2008. Board Members Stockdale
and Stone were last elected as Class I Board Members to
each Funds Board at the annual meeting of shareholders
held on July 31, 2007.
For Municipal High Income 2, Board Members Amboian, Kundert and
Toth were last elected to as a Class II Board Members at
the annual meeting of shareholders held on July 29, 2008.
Board Member Hunter was last elected as a Class I Board
Member of the Board of Municipal High Income 2 at the annual
meeting of shareholders held on July 29, 2008. Board
Members Bremner, Evans, Schneider, Stockdale and Stone were
elected by the initial shareholder of the Fund, Nuveen Asset
Management (the Adviser or NAM), on
November 13, 2007.
Other than Mr. Amboian (for all Funds), all Board Member
nominees are not interested persons as defined in
the 1940 Act, of the Funds or of the Adviser and have never been
an employee or director of Nuveen Investments, Inc.
(Nuveen), the 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
|
|
|
|
|
|
|
|
|
|
|
|
Complex
|
|
|
Other
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Overseen
|
|
|
Directorships 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/Board Members who are not interested persons of the
Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert P. Bremner
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)
|
|
Chairman of the Board, Board Member
|
|
Term: Annual or Class III Board Member until
2009
(2)
|
|
Private Investor and Management Consultant; Treasurer and
Director, Humanities Council of Washington D.C.
|
|
|
200
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Length of Service: Since 1996; Chairman of the Board since 2008;
Lead Independent Director
(2005-2008)
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
|
|
|
|
|
|
|
|
|
|
Complex
|
|
|
Other
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Overseen
|
|
|
Directorships 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 or Class III Board Member until
2009
(2)
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.
|
|
|
200
|
|
|
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 or Class II Board Member until
2010
(2)
Length of Service: Since 2004
|
|
Dean, Tippie College of Business, University of Iowa (since July
2006); 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); formerly, Director, Credit Research Center
at Georgetown University
(1997-2007).
|
|
|
200
|
|
|
See Principal Occupation Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David J. Kundert
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/28/42)
|
|
Board Member
|
|
Term: Annual or Class II Board Member until
2011
(2)
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
Investment Committee, Greater Milwaukee Foundation.
|
|
|
200
|
|
|
See Principal Occupation Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Schneider
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)
|
|
Board Member
|
|
Term: Annual or Class III Board Member until
2009
(2)
Length of Service: Since 1996
|
|
Chairman, of Miller-Valentine Partners Ltd., a real estate
investment company; formerly, Senior Partner and Chief Operating
Officer (retired, 2004) of Miller-Valentine Group; Member,
University of Dayton Business School Advisory Council; Member,
Dayton Philharmonic Orchestra Board; formerly, Member, Business
Advisory Council, Cleveland Federal Reserve Bank; formerly,
Director, Dayton Development Coalition.
|
|
|
200
|
|
|
See Principal Occupation Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Judith M. Stockdale
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(12/29/47)
|
|
Board Member
|
|
Term: Annual or Class I Board Member until
2010
(2)
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).
|
|
|
200
|
|
|
N/A
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
|
|
|
|
|
|
|
|
|
|
Complex
|
|
|
Other
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Overseen
|
|
|
Directorships 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carole E. Stone
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(6/28/47)
|
|
Board Member
|
|
Term: Annual or Class I Board Member until
2010
(2)
Length of Service: Since 2007
|
|
Director, Chicago Board Options Exchange (since 2006);
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); Chair, New York Racing Association Oversight Board
(2005-2007).
|
|
|
200
|
|
|
See Principal Occupation Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terence J. Toth
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/29/59)
|
|
Board Member Nominee
|
|
Term: Annual or Class II Board Member until
2011
(2)
Length of Service: Since 2008
|
|
Director, Legal & General Investment Management America,
Inc. (since 2008); Managing Partner, Musso Capital Management
(since 2008); Private Investor (since 2007); CEO and President,
Northern Trust Investments (2004-2007); Executive Vice
President, Quantitative Management & Securities Lending
(2000-2004); prior thereto, various positions with Northern
Trust Company (since 1994); Member: Goodman Theatre Board (since
2004); Chicago Fellowship Board (since 2005), University of
Illinois Leadership Council Board (since 2007) and Catalyst
Schools of Chicago Board (since 2008); formerly Member: Northern
Trust Mutual Funds Board (2005-2007), Northern Trust Investments
Board
(2004-2007),
Northern Trust Japan Board
(2004-2007),
Northern Trust Securities Inc. Board (2003-2007) and Northern
Trust Hong Kong Board (1997-2004).
|
|
|
200
|
|
|
See Principal Occupation Description
|
Nominee/Board Member who is an interested person of the
Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John P.
Amboian
(3)
333 West Wacker Drive
Chicago, IL 60606
(6/14/61)
|
|
Board Member Nominee
|
|
Term: Annual or Class II Board Member until
2011
(2)
Length of Service: Since 2008
|
|
Chief Executive Officer (since July 2007) and Director (since
1999) of Nuveen Investments, Inc.; Chief Executive Officer
(since 2007) of Nuveen Asset Management, Nuveen Investments
Advisers, Inc. formerly, President (1999-2004) of Nuveen
Advisory Corp. and Nuveen Institutional Advisory
Corp.
(4)
|
|
|
200
|
|
|
See Principal Occupation Description
|
|
|
|
|
|
(1)
|
|
Length of Time Served indicates the
year in which the individual became a Board Member of a fund in
the Nuveen fund complex.
|
|
(2)
|
|
For Municipal Value, Select
Maturities, Select Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio, New York Portfolio and
Municipal High Income 2, Board Member Hunter serves as a
Class I Board Member and Board Member Schneider serves as a
Class III Board Member. For Municipal Income, Board Members
Amboian, Kundert and Toth serve as Class I Board Members.
Board Members Hunter, Stockdale and Stone are Class III
Board Members, and Board Members Bremner, Evans and Schneider
are Class II Board Members, of the Board of Municipal
Income.
|
|
(3)
|
|
Interested person as
defined in the 1940 Act, by reason of being an officer and
director of each Funds adviser.
|
|
(4)
|
|
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. were reorganized into Nuveen Asset
Management, effective January 1, 2005.
|
The dollar range of equity securities beneficially owned by each
Board Member in each Fund and all Nuveen funds overseen by the
Board Member as of December 31, 2008 is set forth in
Appendix A. The number of shares of each Fund beneficially
owned by each Board Member and by the Board Members and officers
of the Funds as a group as of December 31, 2008 is set
forth in Appendix A. On December 31, 2008, Board
Members and executive officers as a group beneficially owned
approximately [1,700,000] shares of all funds managed by
NAM (including shares held by the Board Members
13
through the Deferred Compensation Plan for Independent Board
Members and by executive officers in Nuveens 401(k)/profit
sharing plan). [As of June 8, 2009, each Board
Members individual beneficial shareholdings of each Fund
constituted less than 1% of the outstanding shares of each Fund.
As of the June 8, 2009, the Board Members and executive
officers as a group beneficially owned less than 1% of the
outstanding shares of each Fund. As of June 8, 2009, no
shareholder beneficially owned more than 5% of any class of
shares of any Fund, except as provided in Appendix B.]
Compensation
Effective January 1, 2008, for all funds in the Nuveen
complex, Independent Board Members receive a $100,000 annual
retainer plus (a) a fee of $3,250 per day for attendance in
person or by telephone at a regularly scheduled meeting of the
Board; (b) a fee of $2,500 per meeting for attendance in
person where such 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 $2,000 per meeting
for attendance in person or $1,500 per meeting for by telephone
at an audit committee meeting; (d) a fee of $2,000 per
meeting for attendance at a regularly scheduled compliance, risk
management and regulatory oversight committee meeting for
regular quarterly meetings and $1,000 per meeting for attendance
of other, non-quarterly meetings; (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, $1,000 for attendance at 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 Independent Chairman receives $50,000
annually and the Lead Independent Director, if any, receives
$35,000, 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 $2,500 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 are allocated
among the funds managed by the Adviser, on the basis of relative
net asset sizes although fund management may, in its discretion,
establish a minimum amount to be allocated to each fund. The
Board Member affiliated with Nuveen and the Adviser serves
without any compensation from the Funds.
The boards of certain Nuveen funds (the Participating
Funds) established a Deferred Compensation Plan for
Independent Board Members (Deferred Compensation
Plan). Under the Deferred Compensation Plan, Independent
Board Members of the Participating Funds may defer receipt of
all, or a portion, of the compensation they earn for their
services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount had been invested
in shares of one or more eligible Nuveen funds.
14
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 last fiscal
year.
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Aggregate Compensation from the
Funds
(1)
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Robert P.
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Jack B.
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William C.
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David J.
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William J.
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Judith M.
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Carole E.
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Terence J.
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Fund
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Bremner
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Evans
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Hunter
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Kundert
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Schneider
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Stockdale
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Stone
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Toth
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Municipal Value
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Municipal Income
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Premium Income
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Performance Plus
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Municipal Advantage
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Municipal Market Opportunity
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Investment Quality
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Select Quality
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Quality Income
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Premier Municipal
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Premier Insured
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Premium Income 2
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Premium Income 4
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Dividend Advantage
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Dividend Advantage 2
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Dividend Advantage 3
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Municipal High Income
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Municipal High Income 2
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Insured Dividend Advantage
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Insured Municipal Opportunity
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Insured Premium Income 2
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Insured Quality
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Insured Tax-Free Advantage
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Select Maturities
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Select Portfolio
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Select Portfolio 2
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15
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|
Aggregate Compensation from the
Funds
(1)
|
|
|
|
|
|
Robert P.
|
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|
Jack B.
|
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William C.
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David J.
|
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William J.
|
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Judith M.
|
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Carole E.
|
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Terence J.
|
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Fund
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Bremner
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Evans
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Hunter
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Kundert
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Schneider
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Stockdale
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Stone
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Toth
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Select Portfolio 3
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California Portfolio
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New York Portfolio
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Total Compensation from Nuveen Funds Paid to Board
Members/Nominees
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(1)
|
Includes deferred fees. Pursuant to a deferred compensation
agreement with certain of the Funds, deferred amounts are
treated as though an equivalent dollar amount has been invested
in shares of one or more eligible Nuveen funds. Total deferred
fees for the Funds (including the return from the assumed
investment in the eligible Nuveen funds) payable are:
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|
Robert P.
|
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Jack B.
|
|
William C.
|
|
David J.
|
|
William J.
|
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Judith M.
|
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Carole E.
|
|
Terence J.
|
Fund
|
|
Bremner
|
|
Evans
|
|
Hunter
|
|
Kundert
|
|
Schneider
|
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Stockdale
|
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Stone
|
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Toth
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|
Municipal Value
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Municipal Income
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Premium Income
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Performance Plus
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Municipal Advantage
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Municipal Market Opportunity
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Investment Quality
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Select Quality
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Quality Income
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Premier Municipal
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Premier Insured
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Premium Income 2
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Premium Income 4
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Dividend Advantage
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Dividend Advantage 2
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Dividend Advantage 3
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Municipal High Income
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Municipal High Income 2
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16
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|
Robert P.
|
|
Jack B.
|
|
William C.
|
|
David J.
|
|
William J.
|
|
Judith M.
|
|
Carole E.
|
|
Terence J.
|
Fund
|
|
Bremner
|
|
Evans
|
|
Hunter
|
|
Kundert
|
|
Schneider
|
|
Stockdale
|
|
Stone
|
|
Toth
|
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|
Insured Dividend Advantage
|
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Insured Municipal Opportunity
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Insured Premium Income 2
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Insured Quality
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Insured Tax-Free Advantage
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Select Maturities
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Select Portfolio
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Select Portfolio 2
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Select Portfolio 3
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California Portfolio
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New York Portfolio
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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.
John P. Amboian, Robert P. Bremner, Chair, and Judith M.
Stockdale serve as current members of the executive committee of
each Fund. The executive committee, which meets between regular
meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of
the executive committee, unless otherwise specifically
authorized by the full Board, is limited to: (i) emergency
matters where assembly of the full Board is impracticable (in
which case management will take all reasonable steps to quickly
notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative
or ministerial nature. The number of executive committee
meetings of each Fund held during its last fiscal year is shown
in Appendix C.
Jack B. Evans, Chair, Judith M. Stockdale and Terence J. Toth
are current members of the dividend committee of each Fund. The
dividend committee is authorized to declare distributions on the
Funds shares including, but not limited to, regular and
special dividends, capital gains and ordinary income
distributions. The number of dividend committee meetings of each
Fund held during its last fiscal year is shown in
Appendix C.
William C. Hunter, William J. Schneider, Chair, Judith M.
Stockdale and Carole E. Stone are current members of the
compliance, risk management and regulatory oversight committee
of each Fund. The compliance, risk management and regulatory
oversight committee is responsible for the oversight of
compliance issues, risk management, and other regulatory matters
affecting the Funds which are not otherwise the jurisdiction of
the other Board committees. The number of compliance, risk
management and regulatory oversight committee meetings of each
Fund held during its last fiscal year is shown in
Appendix C.
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 or the NYSE Amex, as applicable. Robert P. Bremner,
Jack B. Evans, David J. Kundert, Chair, William J. Schneider and
Terence J. Toth are current members of the audit committee of
each Fund. The audit committee is responsible for the oversight
and monitoring of (1) the accounting and reporting
policies, procedures and practices and the audit of the
financial statements of the Funds, (2) the quality and
integrity of the financial statements of the Funds and
(3) the independent registered public accounting
firms qualifications, performance and independence. The
audit committee reviews the work and any recommendations of the
Funds independent registered public accounting firm. Based
on such review, it is authorized to make recommendations to the
Board. 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 or the NYSE Amex, as applicable. A copy
of the Audit Committee Charter is attached as Appendix D.
The number of audit committee meetings of each Fund held during
its last fiscal year is shown in Appendix C.
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
18
Exchange or NYSE Amex US listing standards, as applicable.
Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter,
David J. Kundert, William J. Schneider, Judith M. Stockdale,
Carole E. Stone and Terence J. Toth 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/CEF/Info/Shareholder/. The number of
nominating and governance committee meetings of each Fund held
during its last fiscal year is shown in Appendix C.
The nominating and governance committee looks to many sources
for recommendations of qualified candidates, including current
Board Members, employees of the Adviser, current shareholders of
the Funds, third party sources and any other persons or entities
that may be deemed necessary or desirable by the committee.
Shareholders of the Funds who wish to nominate a candidate to
their Funds Board should mail information to the attention
of Lorna Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606. This information must include evidence of Fund ownership
of the person or entity recommending the candidate, a full
listing of the proposed candidates education, experience,
current employment, date of birth, names and addresses of at
least three professional references, information as to whether
the candidate is an interested person (as such term
is defined in the 1940 Act) in relation to the Fund and such
other information that would be helpful to the nominating and
governance committee in evaluating the candidate. All
satisfactorily completed information regarding candidates will
be forwarded to the chairman of the nominating and governance
committee and the outside counsel to the Independent Board
Members. Recommendations for candidates to the Board will be
evaluated in light of whether the number of Board members is
expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged,
although there may be times when the committee is not actively
recruiting new Board members. In those circumstances nominations
will be kept on file until active recruitment is under way.
The nominating and governance committee sets appropriate
standards and requirements for nominations to the Board. In
considering a candidates qualifications, each candidate
must meet certain basic requirements, including relevant skills
and experience, time availability and, if qualifying as an
Independent Board Member candidate, independence from the
Adviser or other service providers. These experience
requirements may vary depending on the current composition of
the Board, since the goal is to ensure an appropriate range of
skills and 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
19
reserves the right to make the final selection regarding the
nomination of any prospective Board member.
The number of regular quarterly meetings and special meetings
held by the Board of each Fund during the Funds last
fiscal year is shown in Appendix C. 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/CEF/Info/Shareholder/.
20
The
Officers
The following table sets forth information with respect to each
officer of the Funds. Officers receive no compensation from the
Funds. The officers are elected by the Board on an annual basis
to serve until successors are elected and qualified.
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Number of
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Portfolios
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Term of
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in Fund
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Position(s)
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Office and
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Complex
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Name, Address
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Held
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Length of
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Principal Occupation(s)
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Served by
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and Birth date
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with Fund
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Time
Served
(1)
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During Past 5 Years
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Officer
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Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL
60606 (9/9/56)
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Chief Administrative Officer
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Term: Annual Length of Service: Since 1988
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Managing Director (since 2002), Assistant Secretary and
Associate General Counsel of Nuveen Investments, LLC; Managing
Director (since 2002), Assistant Secretary and Associate General
Counsel of Nuveen Asset Management; Managing Director (since
2004) and Assistant Secretary (since 1994) of Nuveen
Investments, Inc.; Vice President and Assistant Secretary of NWQ
Investment Management Company, LLC (since 2002) and Nuveen
Investments Advisers Inc. (since 2002); Managing Director,
Associate General Counsel and Assistant Secretary of Symphony
Asset Management LLC (since 2003); Vice President and Assistant
Secretary of Tradewinds Global Investors, LLC and
Santa Barbara Asset Management LLC (since 2006), Nuveen
HydePark Group, LLC and Nuveen Investment Solutions, Inc. (since
2007); previously, Managing Director (from 2002-2004), General
Counsel and Assistant Secretary of Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.
(2)
;
Chartered Financial Analyst.
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200
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Williams Adams IV 333 West Wacker Drive Chicago, IL
60606 (6/9/55)
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Vice President
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Term: Annual Length of Service: Since 2007
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Executive Vice President, U.S. Structured Products of Nuveen
Investments, LLC (since 1999), prior thereto, Managing Director
of Structured Investments.
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200
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21
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Number of
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Portfolios
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Term of
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in Fund
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Position(s)
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Office and
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Complex
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Name, Address
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Held
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Length of
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Principal Occupation(s)
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Served by
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and Birth date
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with Fund
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Time
Served
(1)
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During Past 5 Years
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Officer
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Mark J.P. Anson 333 West Wacker Drive Chicago, IL 60606
(6/10/59)
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Vice President
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Term: Annual Length of Service: Since 2009
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President and Executive Director of Nuveen Investments, Inc.
(since 2007); President of Nuveen Investments Institutional
Services Group LLC (since 2007); previously, Chief Executive
Officer of British Telecom Pension Scheme (2006-2007); Chief
Investment Officer of Calpers (1999-2006); PhD, Chartered
Financial Analyst, Chartered Alternative Investment Analyst,
Certified Public Accountant, Certified Management Accountant and
Certified Internal Auditor.
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200
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Cedric H. Antosiewicz 333 West Wacker Drive Chicago, IL
60606 (1/11/62)
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Vice President
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Term: Annual Length of Service: Since 2007
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Managing Director (since 2004), previously, Vice President
(1993-2004) of Nuveen Investments LLC.
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200
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Nizida Arriaga 333 West Wacker Drive Chicago, IL 60606
(6/1/68)
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Vice President
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Term: Annual Length of Service: Since 2009
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Vice President of Nuveen Investments, LLC (since 2007);
previously, portfolio Manager, Allstate Investments, LLC
(1996-2006); Chartered Financial Analyst.
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200
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Michael T. Atkinson 333 West Wacker Drive Chicago, IL 60606
(2/3/66)
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Vice President and Assistant Secretary
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Term: Annual Length of Service: Since 2002
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Vice President (since 2002) of Nuveen Investments, LLC; Vice
President of Nuveen Asset Management (since 2005).
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|
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200
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Margo L. Cook 333 West Wacker Drive Chicago, IL 60606
(4/11/64)
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Vice President
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Term: Annual Length of Service: Since 2009
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Executive Vice President (since 2008) of Nuveen Investments,
Inc.; previously, Head of Institutional Asset Management
(2007-2008) of Bear Stearns Asset Management; Head of
Institutional Asset Mgt. (1986-2007) of Bank of NY Mellon;
Chartered Financial Analyst.
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200
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Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606
(5/31/54)
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Vice President and Controller
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Term: Annual Length of Service: Since 1993
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Vice President (since 1993) and Funds Controller (since 1998) of
Nuveen Investments, LLC; Vice President (since 2005) of Nuveen
Asset Management; Certified Public Accountant.
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200
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22
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Number of
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Portfolios
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Term of
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in Fund
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Position(s)
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Office and
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Complex
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Name, Address
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Held
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Length of
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Principal Occupation(s)
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Served by
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|
and Birth date
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with Fund
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Time
Served
(1)
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During Past 5 Years
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Officer
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William T. Huffman 333 West Wacker Drive Chicago, IL 60606
(5/7/69)
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Vice President
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Term: Annual Length of Service: Since 2009
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Chief Operating Officer, Municipal Fixed Income (since 2008) of
Nuveen Asset Management; previously, Chairman, President and
Chief Executive Officer (2002-2007) of Northern Trust Global
Advisors, Inc. and Chief Executive Officer (2007) of Northern
Trust Global Investments Limited; Certified Public Accountant.
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200
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Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606
(2/24/70)
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Chief Compliance Officer and Vice President
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Term: Annual Length of Service: Since 2003
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Senior Vice President (since 2008) formerly, Vice President
(2006-2008), formerly, Assistant Vice President and Assistant
General Counsel of Nuveen Investments, LLC; Senior Vice
President (since 2008), formerly, Vice President (2006-2008),
and Assistant Secretary (since 2003) of Nuveen Asset Management;
formerly, Assistant Vice President and Assistant Secretary of
the Nuveen Funds (2003-2006).
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200
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David J. Lamb 333 West Wacker Drive Chicago, IL 60606
(3/22/63)
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Vice President
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Term: Annual Length of Service: Since 2000
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Senior Vice President (since 2009), formerly, Vice President
(2000-2009) of Nuveen Investments, LLC; Vice President of Nuveen
Asset Management (since 2005); Certified Public Accountant.
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200
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Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606
(8/27/61)
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Vice President
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Term: Annual Length of Service: Since 2002
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Senior Vice President (since 2009), formerly, Vice President
(1999-2009) of Nuveen Investments, LLC; Vice President of Nuveen
Asset Management (since 2005).
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200
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23
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Number of
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Portfolios
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Term of
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in Fund
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Position(s)
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Office and
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Complex
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Name, Address
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Held
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Length of
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Principal Occupation(s)
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Served by
|
|
and Birth date
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with Fund
|
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Time
Served
(1)
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During Past 5 Years
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Officer
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Larry W. Martin 333 West Wacker Drive Chicago, IL 60606
(7/27/51)
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Vice President and Assistant Secretary
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Term: Annual Length of Service: Since 1988
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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 and Assistant
Secretary of Nuveen Investments Advisers Inc. (since 2002); NWQ
Investment Management Company, LLC (since 2002), Symphony Asset
Management LLC (since 2003), Tradewinds Global Investors, LLC
and Santa Barbara Asset Management LLC (since 2006), Nuveen
Hyde Park Group, LLC and Nuveen Investment Solutions, Inc.
(since 2007); formerly, Vice President and Assistant Secretary
of Nuveen Advisory Corp. and Nuveen Institutional Advisory
Corp.
(2)
|
|
|
200
|
|
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606
(3/26/66)
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Vice President and Secretary
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Term: Annual Length of Service: Since 2007
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Managing Director (since 2008), formerly Vice President
(2007-2008), Nuveen Investments, LLC; Managing Director (since
2008), formerly Vice President (2007-2008) and Assistant
Secretary (since 2007), Nuveen Asset Management, Nuveen
Investments Advisers Inc., Nuveen Investment Institutional
Services Group LLC, NWQ Investment Management Company, LLC,
Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony
Asset Management LLC, Santa Barbara Asset Management, LLC,
Nuveen HydePark Group, LLC and Nuveen Investment Solutions,
Inc.; prior thereto, Partner, Bell, Boyd & Lloyd LLP
(1997-2007).
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|
|
200
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24
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|
Number of
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|
|
|
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|
Portfolios
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|
|
|
Term of
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|
|
|
in Fund
|
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|
|
Position(s)
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Office and
|
|
|
|
Complex
|
|
Name, Address
|
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Held
|
|
Length of
|
|
Principal Occupation(s)
|
|
Served by
|
|
and Birth date
|
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with Fund
|
|
Time
Served
(1)
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|
During Past 5 Years
|
|
Officer
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John V. Miller 333 West Wacker Drive Chicago, IL 60606
(4/10/67)
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Vice President
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Term: Annual Length of Service: Since 2007
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Managing Director (since 2007), formerly, Vice President
(2002-2007) of Nuveen Asset Management and Nuveen Investments,
LLC; Chartered Financial Analyst.
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|
|
200
|
|
Gregory Mino 333 West Wacker Drive Chicago, IL 60606
(1/4/71)
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Vice President
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Term: Annual Length of Service: Since 2009
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Vice President of Nuveen Investments, LLC (since 2008);
previously, Director (2004-2007) and Executive Director
(2007-2008) of UBS Global Asset Management; previously, Vice
President (2000-2003) and Director (2003-2004) of Merrill Lynch
Investment Managers; Chartered Financial Analyst.
|
|
|
200
|
|
Christopher M. Rohrbacher
333 West Wacker Drive
Chicago, IL 60606
(8/1/71)
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|
Vice President and Assistant Secretary
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Term: Annual Length of Service: Since 2008
|
|
Vice President and Assistant Secretary of Nuveen Investments,
LLC (since 2008); Vice President and Assistant Secretary of
Nuveen Asset Management (since 2008); prior thereto, Associate,
Skadden, Arps, Slate Meagher & Flom LLP (2002-2008).
|
|
|
200
|
|
James F. Ruane 333 West Wacker Drive Chicago, IL 60606
(7/3/62)
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Vice President and Assistant Secretary
|
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Term: Annual Length of Service: Since 2007
|
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Vice President, Nuveen Investments (since 2007); prior thereto,
Partner, Deloitte & Touche USA LLP (2005-2007), formerly,
senior tax manager (2002-2005); Certified Public Accountant.
|
|
|
200
|
|
Mark L. Winget 333 West Wacker Drive Chicago, IL 60606
(12/21/68)
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Vice President and Assistant Secretary
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Term: Annual Length of Service: Since 2008
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Vice President, Nuveen Investments, LLC (since 2008); Vice
President and Assistant Secretary, Nuveen Asset Management
(since 2008); prior thereto, Counsel, Vedder Price P.C.
(1997-2007).
|
|
|
200
|
|
|
|
|
|
|
(1)
|
|
Length of Time Served 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.
|
25
2. Approval
of the Elimination of Fundamental Investment Policies and
Approval of New Fundamental Policies for Premium Income,
Performance Plus, Insured Quality, Insured Municipal
Opportunity, Premier Insured, Insured Premium Income 2,
Municipal Advantage, Municipal Market Opportunity, Investment
Quality, Select Quality, Quality Income, Premier Municipal,
Premium Income 2, Premium Income 4, Dividend Advantage, Dividend
Advantage 2, Dividend Advantage 3 and Municipal High Income
(Affected Municipal Funds)
The Affected Municipal Funds have adopted certain fundamental
investment policies relating to (i) investments in
municipal securities and below investment grade securities,
(ii) investments in other investment companies
and/or
(iii) investments in derivatives, short sales and
commodities as described below (together, the Current
Fundamental Policies, and each, a Current
Fundamental Policy), that can only be changed by
shareholder vote. The Current Fundamental Policies adopted by
the Affected Municipal Funds reflected industry and other market
conditions present at the time of the inception of each Fund.
Nuveens municipal closed-end funds are seeking to adopt a
uniform, up to date set of investment policies (the
New Investment Policies). In general, the funds
currently have a somewhat diverse set of policies, reflecting
when the funds were launched over the past 20 years as well
as developments over time in the municipal market, including new
types of securities as well as investment strategies. The
potential benefits of the New Investment Policies to you as a
Fund shareholder are:
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|
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enhanced ability of the Affected Municipal Funds to generate
attractive levels of tax-exempt income, while retaining the
Affected Municipal Funds orientation on investment grade
quality municipal securities;
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increased flexibility in diversifying portfolio risks and
managing duration (the sensitivity of bond prices to interest
rate changes) to pursue the preservation and possible growth of
capital, which, if successful, will help to sustain and build
common shareholder net asset value and asset coverage levels for
preferred shares; and
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improved secondary market competitiveness which may benefit
common shareholders through higher relative market price
and/or
stronger premium/discount performance.
|
In order to implement the New Investment Policies, each Affected
Municipal Fund must make certain changes to its existing
policies, including certain fundamental policies that require
your vote of approval. In some cases, this may require your
separate votes to approve the elimination of a Current
Fundamental Policy as well as the implementation of a new,
replacement fundamental policy (together, the New
Fundamental Policies and each, a New Fundamental
Policy). Because each Affected Municipal Fund tends to be
situated somewhat differently, the specific changes required to
implement the New Investment Policies often vary from fund to
fund.
The primary purposes of these changes are to provide the
Affected Municipal Funds with increased investment flexibility
and to create consistent investment policies for all Nuveen
municipal bond funds to promote operational efficiencies.
Implementation of the New
26
Fundamental Policies is contingent on shareholder approval of
the elimination of the Current Fundamental Policies.
The Board has unanimously approved, and unanimously recommends
the approval by shareholders of each Affected Municipal Fund,
the elimination of the Current Fundamental Policies of the
Affected Municipal Funds. In connection with eliminating the
Current Fundamental Policies, the Board unanimously approved,
and unanimously recommends the approval by shareholders of each
Affected Municipal Fund of, the New Fundamental Policies,
described below. In addition, the Board has approved certain new
non-fundamental policies, described below (the New
Non-Fundamental Policies).
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(a)
|
Elimination
of Fundamental Policies Relating to Investments in Municipal
Securities and Below Investment Grade Securities (All Affected
Municipal Funds except Insured Quality, Insured Municipal
Opportunity, Premier Insured, Insured Premium Income
2)
|
The Current Fundamental Policies with respect to each Affected
Municipal Funds investments in municipal securities and
the ability to invest in below investment grade securities that
are proposed to be eliminated are as follows:
Premium Income,
Performance Plus, Municipal Advantage, Municipal Market
Opportunity, Investment Quality, Select Quality, Quality Income,
Premier Municipal, Premium Income 2 and Premium Income
4
(i) Except to the extent that the Fund buys temporary
investments, the Fund will, as a fundamental policy, invest
substantially all of its assets (more than 80%) in tax-exempt
municipal bonds that are rated at the time of purchase within
the four highest grades (Baa or BBB or better) by Moodys
or Standard & Poors, except that the Fund may
invest up to 20% of its assets in unrated municipal bonds which,
in Nuveen Advisorys opinion, have credit characteristics
equivalent to, and are of comparable quality to, municipal bonds
so rated. The Fund will not invest in any rated municipal bonds
that are rated lower than Baa by Moodys or BBB by
Standard & Poors at the time of purchase.
Dividend
Advantage
(i) The Fund will invest its net assets in a diversified
portfolio of municipal bonds that are exempt from regular
Federal income tax. Under normal market conditions, and except
for the temporary investments described below, the Fund expects
to be fully invested (at least 95% of its assets) in such
tax-exempt municipal bonds.
(ii) The Fund will invest at least 80% of its net assets in
investment grade quality municipal bonds rated as such at the
time of investment. Investment grade quality means that such
bonds are rated within the four highest grades (Baa or BBB or
better) by Moodys, S&P or Fitch or are unrated but
judged to be of comparable quality by Nuveen Advisory.
(iii) The Fund may invest up to 20% of its net assets in
municipal bonds that are, at the time of investment, rated Ba/BB
or B by Moodys, S&P or Fitch or that are unrated but
judged to be of comparable quality by Nuveen Advisory.
27
Dividend
Advantage 2 and Dividend Advantage 3
(i) Under normal market conditions, the Fund will invest
its net assets in a portfolio of municipal bonds that are exempt
from regular federal income taxes. Under normal market
conditions, the Fund expects to be fully invested (at least 95%
of its assets) in such tax-exempt municipal bonds.
Municipal High
Income
(i) Under normal circumstances, the Fund may not invest
less than 80% of the Funds net assets (plus any borrowings
for investment purposes) in investments the income from which is
exempt from regular federal income tax.
|
|
(b)
|
Approval of New
Fundamental Policy Relating to Investments in Municipal
Securities (All Affected Municipal Funds except Insured Quality,
Insured Municipal Opportunity, Premier Insured, Insured Premium
Income 2)
|
The following New Fundamental Policy will replace each Affected
Municipal Funds Current Fundamental Policy or Policies
referenced in 2(a) above. Implementation of the following New
Fundamental Policy by each Affected Municipal Fund is contingent
on shareholder approval of the elimination of each Affected
Municipal Funds Current Fundamental Policy or Policies.
The proposed New Fundamental Policy with respect to each
Funds investments in municipal securities is as follows:
(i) Under normal circumstances, the Fund will invest at
least 80% of its net assets, including assets attributable to
any principal amount of any borrowings (including the issuance
of commercial paper or notes) or any preferred shares
outstanding (Managed Assets) in municipal securities
and other related investments, the income from which is exempt
from regular federal income tax.
In addition, the Board has adopted New Non-Fundamental Policies
with respect to investing in investment grade securities for
each Affected Municipal Fund except Municipal High Income, which
will be implemented upon the elimination of the Current
Fundamental Policies described in 2(a) above. The New
Non-Fundamental Policies relating to investing in investment
grade securities are as follows:
(i) Under normal circumstances, the Fund will invest at
least 80% of its Managed Assets in investment grade securities
that, at the time of investment, are rated within the four
highest grades (Baa or BBB or better) by at least one nationally
recognized statistical rating organization or are unrated but
judged to be of comparable quality by the Funds investment
adviser (NAM).
(ii) The Fund may invest up to 20% of its Managed Assets in
municipal securities that at the time of investment are rated
below investment grade or are unrated but judged to be of
comparable quality by NAM.
(iii) No more than 10% of the Funds Managed Assets
may be invested in municipal securities rated below B3/B- or
that are unrated but judged to be of comparable quality by NAM.
Related to these changes, the Board of each Affected Municipal
Fund has also amended and standardized the description of
municipal securities or municipal
obligations in which an
28
Affected Municipal Fund may invest to include various types of
municipal securities. The new description, tailored as
appropriate to each Affected Municipal Fund, generally provides:
The Fund may invest in various municipal securities, including
municipal bonds and notes, other securities issued to finance
and refinance public projects, and other related securities and
derivative instruments creating exposure to municipal bonds,
notes and securities that provide for the payment of interest
income that is exempt from federal income tax (Municipal
Obligations). Municipal Obligations are generally debt
obligations issued by state and local governmental entities and
may be issued by U.S. territories to finance or refinance
public projects such as roads, schools, and water supply
systems. Municipal Obligations may also be issued for private
activities, such as housing, medical and educational facility
construction, or for privately owned transportation, electric
utility and pollution control projects. Municipal Obligations
may be issued on a long term basis to provide permanent
financing. The repayment of such debt may be secured generally
by a pledge of the full faith and credit taxing power of the
issuer, a limited or special tax, or any other revenue source
including project revenues, which may include tolls, fees and
other user charges, lease payments, and mortgage payments.
Municipal Obligations may also be issued to finance projects on
a short term interim basis, anticipating repayment with the
proceeds on long term debt. Municipal Obligations may be issued
and purchased in the form of bonds, notes, leases or
certificates of participation; structured as callable or
non-callable; with payment forms including fixed coupon,
variable rate, zero coupon, capital appreciation bonds, tender
option bonds, and residual interest bonds or inverse floating
rate securities; or acquired through investments in pooled
vehicles, partnerships or other investment companies. Inverse
floating rate securities are securities that pay interest at
rates that vary inversely with changes in prevailing short-term
tax-exempt interest rates and represent a leveraged investment
in an underlying municipal security, which may increase the
effective leverage of the Fund.
|
|
(c)
|
Elimination of
the Fundamental Policy Relating to Investing in Other Investment
Companies (Premium Income, Performance Plus, Insured Quality,
Insured Municipal Opportunity, Premier Insured, Insured Premium
Income 2, Municipal Advantage, Municipal Market Opportunity,
Investment Quality, Select Quality, Quality Income, Premier
Municipal, Premium Income 2 and Premium Income 4)
|
The Current Fundamental Policy relating to investment in other
investment companies for each Affected Municipal Fund named
above that is proposed to be eliminated is noted below. The
Affected Municipal Funds listed above do not have specific
restrictions as to investments in other investment companies.
However, each such Affected Municipal Fund has an investment
policy which only permits investment in municipal obligations
and temporary investments and thereby prohibits investment in
other investment companies. The general restriction that only
permits investment in municipal obligations and temporary
investments is as follows:
(i) The Fund may not invest in securities other than
Municipal Obligations and temporary investments as described
under Investment Objectives and Policies
Portfolio Investments.*
In addition, with respect to each Funds ability to invest
in other investment companies, the Board has adopted a New
Non-Fundamental Policy to be implemented upon the elimination of
* References are to a
Funds registration statement.
29
that Affected Municipal Funds Current Fundamental Policy
relating to investments in other investment companies. The
proposed New Non-Fundamental Policy relating to investments in
other investment companies is as follows:
(i) The Fund may invest up to 10% of its Managed Assets in
securities of other open- or closed-end investment companies
(including exchange-traded funds (often referred to as
ETFs)) that invest primarily in municipal securities
of the types in which the Fund may invest directly.
|
|
(d)
|
Elimination of
Fundamental Policy Relating to Commodities (Premium Income,
Performance Plus, Insured Quality, Insured Municipal
Opportunity, Premier Insured, Insured Premium Income 2,
Municipal Advantage, Municipal Market Opportunity, Investment
Quality, Select Quality, Quality Income, Premier Municipal,
Premium Income 2 and Premium Income 4)
|
The Current Fundamental Policy with respect to investment in
commodities for each Affected Municipal Fund named above that is
proposed to be eliminated is as follows:
(i) The Fund, as a fundamental policy, may not purchase or
sell commodities or commodities contracts, except for
transactions involving futures contracts within the limits
described under Certain Trading Strategies of the
Fund Financial Futures and Options
Transactions.*
|
|
(e)
|
Approval of New
Fundamental Policy Relating to Commodities (Premium Income,
Performance Plus, Insured Quality, Insured Municipal
Opportunity, Premier Insured, Insured Premium Income 2,
Municipal Advantage, Municipal Market Opportunity, Investment
Quality, Select Quality, Quality Income, Premier Municipal,
Premium Income 2 and Premium Income 4)
|
It is proposed that each named Affected Municipal Fund adopt a
New Fundamental Policy with respect to commodities. The adoption
of the following New Fundamental Policy for each Affected
Municipal Funds is contingent on shareholder approval of the
elimination of that Affected Municipal Funds Current
Fundamental Policy with respect to commodities, as reflected in
2(d) above. The proposed New Fundamental Policy is as follows:
(i) The Fund may not purchase or sell physical commodities
unless acquired as a result of ownership of securities or other
instruments (but this shall not prevent the Fund from purchasing
or selling options, futures contracts or derivative instruments
or from investing in securities or other instruments backed by
physical commodities).
|
|
(f)
|
Elimination of
Fundamental Policies Relating to Derivatives and Short
Sales
|
The Current Fundamental Policies relating to derivatives and
short sales that are proposed to be eliminated are as follows:
Premium
Income
(i) The Fund may not make short sales of securities or
purchase any securities on margin (except for such short-term
credits as are necessary for the clearance of transactions), or
write or purchase put or call options, except for transactions
involving
* References are to a
Funds registration statement.
30
options within the limits described under Certain Trading
Strategies of the Fund Financial Futures and Options
Transactions.*
(ii) The Fund may not purchase financial futures and
options except within the limits described in Certain
Trading Strategies of the Fund Financial Futures and
Options Transactions.*
Performance Plus,
Insured Quality, Insured Municipal Opportunity, Premier Insured,
Insured Premium Income 2, Municipal Advantage, Municipal Market
Opportunity, Investment Quality, Select Quality, Quality Income,
Premier Municipal, Premium Income 2 and Premium Income
4
(i) The Fund may not make short sales of securities or
purchase any securities on margin (except for such short-term
credits as are necessary for the clearance of transactions), or
write or purchase put or call options, except to the extent that
the purchase of a standby commitment may be considered the
purchase of a put, and except for transactions involving options
within the limits described under Certain Trading
Strategies of the Fund Financial Futures and Options
Transactions.*
(ii) The Fund may not purchase financial futures and
options except within the limits described in Certain
Trading Strategies of the Fund Financial Futures and
Options Transactions.*
In connection with the elimination of the Current Fundamental
Policies relating to derivatives and short sales, as reflected
in 2(f) above, the Board has adopted the following New
Non-Fundamental Policies for each named Affected Municipal Fund.
The New Non-Fundamental Policies are contingent on shareholder
approval of the elimination of that Affected Municipal
Funds Current Fundamental Policies with respect to
derivatives and short sales. The New Non-Fundamental Polices are
as follows:
(i) The Fund may invest in derivative instruments in
pursuit of its investment objectives. Such instruments include
financial futures contracts, swap contracts (including interest
rate and credit default swaps), options on financial futures,
options on swap contracts, or other derivative instruments. NAM
uses derivatives to seek to enhance return, to hedge some of the
risks of its investments in fixed income securities or as a
substitute for a position in the underlying asset.
(ii) The Fund may not sell securities short, unless the
Fund owns or has the right to obtain securities equivalent in
kind and amount to the securities sold at no added cost, and
provided that transactions in options, futures contracts,
options on futures contracts, or other derivative instruments
are not deemed to constitute selling securities short.
(iii) The Fund may not enter into futures contracts or
related options or forward contracts, if more than 30% of the
Funds net assets would be represented by futures contracts
or more than 5% of the Funds net assets would be committed
to initial margin deposits and premiums on futures contracts and
related options.
* References are to a
Funds registration statement.
31
Board
Recommendation
The Board believes that eliminating the Current Fundamental
Policies and adopting the New Investment Policies gives the
Adviser flexibility to rapidly respond to continuing
developments in the municipal market and would enhance the
portfolio managers ability to meet each Affected Municipal
Funds investment objective. In addition, the Board
believes that the proposed changes will create consistent
investment policies for all Nuveen municipal bond funds and will
help to promote operational efficiencies.
The Board recommends that shareholders of each Affected
Municipal Fund vote to approve the elimination of each Current
Fundamental Policy and vote to approve each New Fundamental
Policy.
|
|
3.
|
Approval
of the Elimination of Fundamental Investment Policies and
Approval of the New Fundamental Policy for Insured Municipal
Opportunity, Insured Quality and Insured Dividend Advantage
(Affected Insured Funds)
|
The Affected Insured Funds have adopted certain fundamental
investment policies, as described below (together,
Fundamental Policies, each a Fundamental
Policy), that can only be changed by shareholder vote. The
Fundamental Policies adopted by the Affected Insured Funds
reflected industry conditions present in the municipal bond
market at the time of the inception of these Funds.
Since that time, however, deterioration in the credit quality of
securities backed by sub-prime residential mortgages has
disrupted many markets and companies, including bond insurers,
who in addition to insuring municipal bonds, have also provided
guarantees on these mortgage-related securities. As a result,
the financial strength ratings of certain municipal bond
insurers have come under greater scrutiny. The ratings assigned
to some municipal bond insurers either have been downgraded or
are being reviewed for possible downgrades by certain of the
primary ratings agencies.
As a result of these conditions facing the bond insurance
market, the Board unanimously approved, and unanimously
recommends the approval by each Insured Funds shareholders
of the elimination of certain Fundamental Policies of the
Insured Funds that are restricting, or may be expected in the
future to restrict, each Funds ability to effectively make
investments. In connection with eliminating the Fundamental
Policies, the Board unanimously approved, and unanimously
recommends the approval by shareholders of a new fundamental
policy, described below (the New Fundamental
Policy). The elimination of each Fundamental Policy
described below is contingent on shareholder approval of the New
Fundamental Policy. In addition, the Board has approved new
non-fundamental policies, described below (the New
Non-Fundamental Policies and together with the New
Fundamental Policy, the New Policies). The New
Policies are designed to provide portfolio managers with
important flexibility to respond to on-going developments in the
bond insurance market, while ensuring the Insured Funds continue
to invest substantially all (at least 80%) of their investments
in insured bonds backed by insurers with solid credit ratings.
32
|
|
(a)
|
Elimination of
Fundamental Policies Relating to Tax-Exempt Securities
|
The Fundamental Policy or Policies of each Affected Insured Fund
that are proposed to be eliminated are as follows:
Insured Municipal
Opportunity
(i) Except to the extent that the Fund buys temporary
investments, the Fund will invest substantially all of its
assets in tax-exempt municipal bonds that either are covered by
insurance guaranteeing the timely payment of principal and
interest on the bonds, or are backed by an escrow or trust
account containing sufficient U.S. Government or
U.S. Government agency securities to ensure timely payment
of principal and interest. Uninsured municipal bonds backed by
an escrow or trust account will not constitute more than 20% of
the Funds assets.
Insured
Quality
(i) Except to the extent that the Fund buys temporary
investments as described below, the Fund will invest all of its
assets in tax-exempt municipal bonds that are either covered by
insurance guaranteeing the timely payment of principal and
interest on the bonds or are backed by an escrow or trust
account containing sufficient U.S. Government or
U.S. Government agency securities to ensure timely payment
of principal and interest.
(ii) Uninsured municipal bonds backed by an escrow or trust
account will not constitute more than 20% of the Funds
assets.
Insured Dividend
Advantage
(i) Under normal market conditions, the Fund will invest at
least 80% of its net assets in a portfolio of municipal bonds
that are exempt from regular federal income taxes and that are
covered by insurance guaranteeing the timely payment of
principal and interest thereon.
|
|
(b)
|
Approval of the
New Fundamental Policy Relating to Tax-Exempt Securities (All
Affected Insured Funds)
|
In connection with eliminating the Fundamental Policies, the
Board of each Insured Fund has unanimously approved, and
recommends that shareholders of each Insured Fund approve, a New
Fundamental Policy relating to each Affected Insured Funds
policy of investing 80% (or greater) of its assets in a
portfolio of tax-exempt securities. The New Fundamental Policy
will replace each Insured Funds Fundamental Policy (i), as
described above. Implementation of the New Fundamental Policy is
contingent on shareholder approval of the elimination of
Fundamental Policy (i) for each Insured Fund. The New
Fundamental Policy is as follows:
(i) Under normal circumstances, the Fund will invest at
least 80% of its net assets, including assets attributable to
any principal amount of any borrowings (including the issuance
of commercial paper or notes) or preferred shares outstanding
(Managed Assets), in a portfolio of securities that
pay interest exempt from federal income tax (municipal
securities) [and from the federal alternative minimum tax
applicable to individuals] (for the insured tax-free funds only).
33
New
Non-Fundamental Policies
In connection with eliminating the Fundamental Policies, the
Board of each Affected Insured Fund has also adopted New
Non-Fundamental Policies, as described below. To the extent that
the New Non-Fundamental Policies conflict with the existing
Fundamental Policies, implementation of the New Non-Fundamental
Policies is contingent on shareholder approval of the
elimination of the Fundamental Policies. To the extent such
Non-Fundamental Policies do not conflict with the existing
Fundamental Policies, the New Non-Fundamental Policies have
already been implemented. By eliminating the Fundamental
Policies and adopting the New Non-Fundamental Policies, each
Affected Insured Fund would be able to change these policies in
the future with the approval of the Board, without the need to
obtain prior shareholder approval.
The New Non-Fundamental Policies that the Board of each Affected
Insured Fund has adopted are as follows:
(i) Under normal circumstances, the Fund will invest at
least 80% of its net assets, including assets attributable to
any principal amount of any borrowings (including the issuance
of commercial paper or notes) or preferred shares outstanding
(Managed Assets), in a portfolio of securities that
are covered by insurance guaranteeing the timely payment of
principal and interest thereon. Inverse floaters whose
underlying bonds are covered by insurance guaranteeing the
timely payment of principal and interest thereon are included in
the above-referenced 80% test. In addition, for the 80% test
above, insurers must have a claims-paying ability rated at least
A by a nationally recognized statistical rating organization
(NRSRO) at the time of purchase or at the time the bond is
insured while in the portfolio.
(ii) Under normal circumstances, the Fund will invest at
least 80% of its Managed Assets in municipal securities covered
by insurance from insurers with a claims-paying ability rated AA
or better by an NRSRO at the time of purchase; municipal
securities rated AA or better by an NRSRO, or that are unrated
but judged to be of comparable quality by the Funds
investment adviser, at the time of purchase; or municipal bonds
backed by an escrow or trust account containing sufficient
U.S. Government or U.S. Government agency securities
to ensure timely payment of principal and interest.
(iii) Under normal circumstances, the Fund may invest up to
20% of its Managed Assets in municipal securities covered by
insurance from insurers with a claims-paying ability rated BBB
or better by an NRSRO; or municipal securities rated at least
BBB or better by an NRSRO, or that are unrated but judged to be
of comparable quality by the Funds investment adviser, at
the time of purchase.
Board
Recommendation
The Board believes that eliminating the Fundamental Policies and
adopting the New Policies gives the Adviser flexibility to
rapidly respond to continuing developments in the bond insurance
market and would enhance the portfolio managers ability to
meet each Affected Insured Funds investment objective and
keep each Fund fully invested. While the Board believes that the
New Policies give the Adviser adequate flexibility under current
market conditions, if the market changes in the future, the
Affected Insured Funds may desire to refine these parameters
further and the Board may change the New Non-Fundamental
Policies without shareholder approval.
34
The Board of Trustees recommends that shareholders of each
Affected Insured Fund vote to approve the elimination of each
Fundamental Policy and vote to approve the New Fundamental
Policy.
Audit
Committee Report
The audit committee of each Board is responsible for the
oversight and monitoring of (1) the accounting and
reporting policies, processes and practices, and the audit of
the financial statements, of each Fund, (2) the quality and
integrity of the Funds financial statements and
(3) the independent registered public accounting
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 five Independent Board
Members and operates under a written charter adopted and
approved by each Board. Each committee member meets the
independence and experience requirements, as applicable, of the
New York Stock Exchange, NYSE Amex, Section 10A of the
1934 Act and the rules and regulations of the SEC.
The committee, in discharging its duties, has met with and held
discussions with management and each 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 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 current members of the committee are:
Robert P. Bremner
Jack B. Evans
David J. Kundert
William J. Schneider
Terence J. Toth
35
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 Fees
|
|
Audit Related Fees
|
|
Tax Fees
|
|
All Other Fees
|
|
|
|
|
Fund
(1)
|
|
Fund
|
|
Adviser and Adviser Entitles
|
|
Fund
(2)
|
|
Adviser and Adviser Entities
|
|
Fund
(3)
|
|
Adviser and 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
|
|
|
|
|
2007
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
2008
|
|
|
|
|
Municipal Value
|
|
$
|
55,196
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
500
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
Municipal Income
|
|
|
8,701
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Premium Income
|
|
|
45,546
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Performance Plus
|
|
|
43,427
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Municipal Advantage
|
|
|
33,523
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Municipal Market Opportunity
|
|
|
34,515
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Investment Quality
|
|
|
28,799
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Select Quality
|
|
|
27,449
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Quality Income
|
|
|
39,998
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Premier Municipal
|
|
|
18,733
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Premier Insured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium Income 2
|
|
|
31,970
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Premium Income 4
|
|
|
30,631
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Dividend Advantage
|
|
|
29,926
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,550
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Dividend Advantage 2
|
|
|
24,449
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Dividend Advantage 3
|
|
|
30,797
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,150
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Municipal High Income
|
|
|
20,241
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
750
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Insured Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Municipal Opportunity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Premium Income 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Quality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Tax-Free Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Select Maturities
|
|
|
11,018
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Select Portfolio
|
|
|
14,420
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Select Portfolio 2
|
|
|
14,860
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Select Portfolio 3
|
|
|
12,810
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
California Portfolio
|
|
$
|
9,948
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
500
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
New York Portfolio
|
|
|
8,881
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Municipal High Income 2
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
36
|
|
(1)
|
Audit Fees are the aggregate fees billed for
professional services for the audit of the Funds annual
financial statements and services provided in connection with
statutory and regulatory filings or engagements.
|
|
(2)
|
Tax Fees are the aggregate fees billed for
professional services for tax advice, tax compliance and tax
planning.
|
|
(3)
|
All Other Fees are the aggregate fees billed for
products and services for
agreed-upon
procedures engagements for the leveraged Funds.
|
37
Non-Audit
Fees.
The following
tables provide the aggregate non-audit fees billed by each
Funds independent registered 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 Entitles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Engagements Related
|
|
Total Non-Audit Fees Billed
|
|
|
|
|
|
|
|
|
Directly to the Operations
|
|
to
|
|
|
|
|
Total Non-Audit
|
|
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
|
|
|
Ended 2007
|
|
Ended 2008
|
|
Ended 2007
|
|
Ended 2008
|
|
Ended 2007
|
|
Ended 2008
|
|
Ended 2007
|
|
Ended 2008
|
|
|
Municipal Value
|
|
$
|
500
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
500
|
|
|
|
|
|
Municipal Income
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
Premium Income
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Performance Plus
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Municipal Advantage
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Municipal Market Opportunity
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Investment Quality
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Select Quality
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Select Quality
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Quality Income
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Premier Municipal
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Premier Insured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium Income 2
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Premium Income 4
|
|
|
3,650
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,650
|
|
|
|
|
|
Dividend Advantage
|
|
|
2,050
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,050
|
|
|
|
|
|
Dividend Advantage 2
|
|
|
2,050
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,050
|
|
|
|
|
|
Dividend Advantage 3
|
|
|
2,050
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,050
|
|
|
|
|
|
Municipal High Income
|
|
|
1,250
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,250
|
|
|
|
|
|
Insured Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Municipal Opportunity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Premium Income 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Quality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Tax-Free Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Select Maturities
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
Select Portfolio
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
Select Portfolio 2
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
California Select Portfolio
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
New York Select Portfolio
|
|
|
500
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
500
|
|
|
|
|
|
Municipal High Income 2
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
38
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.
The audit committee has approved in advance all audit services
and non-audit services that the independent registered public
accounting firm provided to each Fund and to the Adviser and
Adviser Entities (with respect to the operations and financial
reporting of each Fund). None of the services rendered by the
independent registered public accounting firm to each Fund or
the Adviser or Adviser Entities were pre-approved by the audit
committee pursuant to the pre-approval exception under
Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X.
Additional
Information
Appointment of
the Independent Registered Public Accounting Firm
Each Board has appointed Ernst & Young LLP as
independent registered public accounting firm to audit the books
and records of each Fund for its current fiscal year. A
representative of Ernst & Young LLP will be present at
the Annual Meetings to make a statement, if such representative
so desires, and to respond to shareholders questions.
Ernst & Young LLP has informed each Fund that it has
no direct or indirect material financial interest in the Funds,
Nuveen, the Adviser or any other investment company sponsored by
Nuveen.
Section 16(a)
Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the
1934 Act require Board Members and officers, the Adviser,
affiliated persons of the Adviser and persons who own more than
10% of a registered class of a Funds equity securities to
file forms reporting their affiliation with that Fund and
reports of ownership and changes in ownership of that
Funds shares with the SEC and the New York Stock Exchange
or NYSE Amex, as applicable. These persons and entities are
required by SEC regulation to furnish the Funds with copies of
all Section 16(a) forms they file. Based on a review of
these forms furnished to each Fund, each Fund believes that its
Board Members and officers, investment adviser and affiliated
persons of the investment adviser have complied with all
applicable Section 16(a) filing requirements during its
last fiscal year, except as follows: Mr. Thomas Spalding, a
portfolio manager and officer of NAM, made a late filing on
Form 4 with respect to Municipal Advantage, Municipal
Market Opportunity and Performance Plus. 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,
except as provided in Appendix B.
39
Information About
the Adviser
The Adviser, located at 333 West Wacker Drive, Chicago,
Illinois 60606, serves as investment adviser and manager for
each Fund. The Adviser is a wholly-owned subsidiary of Nuveen.
Nuveen is a wholly-owned subsidiary of Windy City, a corporation
formed by investors led by Madison Dearborn Partners, LLC
(MDP), a private equity investment firm based in
Chicago, Illinois. Windy City is controlled by MDP on behalf of
the Madison Dearborn Capital Partner V funds. 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.
Shareholder
Proposals
To be considered for presentation at the annual meeting of
shareholders of the Funds to be held in 2010, a shareholder
proposal submitted pursuant to
Rule 14a-8
of the 1934 Act must be received at the offices of that
Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than March 3, 2010. 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 17, 2010 or prior to
April 27, 2010. Timely submission of a proposal does not
mean that such proposal will be included in a proxy statement.
Shareholder
Communications
Fund shareholders who want to communicate with the Board or any
individual Board Member should write to the attention of Lorna
Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606. The letter should indicate that you are a Fund
shareholder and note the fund or funds that you own. If the
communication is intended for a specific Board Member and so
indicates it will be sent only to that Board Member. If a
communication does not indicate a specific Board Member and it
will be sent to the Independent Chairman and the outside counsel
to the Independent Board Members for further distribution as
deemed appropriate by such persons.
Expenses of Proxy
Solicitation
[With respect to routine items, the cost of preparing, printing
and mailing the enclosed proxy, accompanying notice and proxy
statement and all other costs in connection with the
solicitation of proxies will be paid by the Funds pro rata based
on the number of shareholder accounts. For non-routine items,
the costs in connection with the solicitation of proxies will be
paid by the Funds subject to such non-routine items based on the
number of shareholder accounts.] Additional solicitation may be
made by letter or telephone by officers or employees of Nuveen
or the Adviser, or by dealers and their representatives. Any
additional costs of solicitation will be paid by the Fund that
requires additional solicitation.
Fiscal
Year
The fiscal year end for each Fund (except Select Maturities,
Select Portfolio, Select Portfolio 2, Select Portfolio 3,
California Portfolio and New York Portfolio) is October 31.
The fiscal year end for Select Maturities, Select Portfolio,
Select Portfolio 2, Select Portfolio 3, California Portfolio and
New York Portfolio is March 31.
40
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.
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting To Be Held on
July 28, 2009:
Each Funds proxy statement is available at
www.nuveen.com/CEF/Info/Shareholder/ProxyStatements.aspx. For
more information, shareholders may also contact the applicable
Fund at the address and phone number set forth above.
Please note that only one annual report or proxy statement may
be delivered to two or more shareholders of a Fund who share an
address, unless the Fund has received instructions to the
contrary. To request a separate copy of an annual report or
proxy statement, or for instructions as to how to request a
separate copy of such documents or as to how to request a single
copy if multiple copies of such documents are received,
shareholders should contact the applicable Fund at the address
and phone number set forth above.
General
Management does not intend to present and does not have reason
to believe that any other items of business will be presented at
the Annual Meetings. However, if other matters are properly
presented to the Annual Meetings for a vote, the proxies will be
voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the
Fund.
A list of shareholders entitled to be present and to vote at
each Annual Meeting will be available at the offices of the
Funds, 333 West Wacker Drive, Chicago, Illinois, for
inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will
necessitate adjournment and will subject that Fund to additional
expense. The persons named in the enclosed proxy may also move
for an adjournment of any Annual Meeting to permit further
solicitation of proxies with respect to the proposal if they
determine that adjournment and further solicitation is
reasonable and in the best interests of the shareholders. Under
each Funds By-Laws, an adjournment of a meeting with
respect to a matter requires the affirmative vote of a majority
of the shares entitled to vote on the matter present in person
or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO
FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
Kevin J. McCarthy
Vice President and Secretary
June 15, 2009
41
APPENDIX A
Beneficial
Ownership
The following table lists the dollar range of equity securities
beneficially owned by each Board Member nominee in each Fund and
in all Nuveen funds overseen by the Board Member nominee as of
December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
|
|
|
Municipal
|
|
|
Premium
|
|
|
Performance
|
|
|
Municipal
|
|
|
Market
|
|
|
Investment
|
|
|
Select
|
|
|
Quality
|
|
|
Premier
|
|
|
Premier
|
|
|
Premium
|
|
|
Premium
|
|
Board Member Nominees
|
|
Value
|
|
|
Income
|
|
|
Income
|
|
|
Plus
|
|
|
Advantage
|
|
|
Opportunity
|
|
|
Quality
|
|
|
Quality
|
|
|
Income
|
|
|
Municipal
|
|
|
Insured
|
|
|
Income 2
|
|
|
Income 4
|
|
|
|
|
Board Members/ Nominees who are not interested persons of the
Funds
|
Robert P. Bremner
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Jack B. Evans
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
10,001-$50,000
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
William C. Hunter
|
|
$
|
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
|
|
William J. Schneider
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
50,001-$100,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Judith M. Stockdale
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
10,001-$50,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
1-$10,000
|
|
|
$
|
0
|
|
Carole E. Stone
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Terence J. Toth
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Board Member/ Nominee who is an interested person of the
Funds
|
John P. Amboian
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
50,001-$100,000
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
A-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Registered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overseen by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominees in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Family of
|
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Municipal
|
|
|
High
|
|
|
Select
|
|
|
Select
|
|
|
Select
|
|
|
Select
|
|
|
California
|
|
|
New York
|
|
|
Investment
|
|
Board Member Nominees
|
|
Advantage
|
|
|
Advantage 2
|
|
|
Advantage 3
|
|
|
High Income
|
|
|
Income 2
|
|
|
Maturities
|
|
|
Portfolio
|
|
|
Portfolio 2
|
|
|
Portfolio 3
|
|
|
Portfolio
|
|
|
Portfolio
|
|
|
Companies
(1)
|
|
|
|
|
Board Members/ Nominees who are not interested persons of the
Funds
|
Robert P. Bremner
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
Jack B. Evans
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
William C. Hunter
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
David J. Kundert
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
William J. Schneider
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
50,001-$100,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
Judith M. Stockdale
|
|
$
|
10,001-$50,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
Carole E. Stone
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
10,0001-$50,000
|
|
Terence J. Toth
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Board Member/ Nominee who is an interested person of the
Funds
|
John P. Amboian
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Over $
|
100,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
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
the Board Member.
|
A-2
The following table sets forth, for each Board Member and Board
Member Nominee and for the Board Members and Board Member
Nominees and officers as a group, the amount of shares
beneficially owned in each Fund as of December 31, 2007.
The information as to beneficial ownership is based on
statements furnished by each Board Member and officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned By Board Members And
Officers
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
|
|
|
Municipal
|
|
|
Premium
|
|
|
Performance
|
|
|
Municipal
|
|
|
Market
|
|
|
Investment
|
|
|
Select
|
|
|
Quality
|
|
|
Premier
|
|
|
Premium
|
|
Board Member Nominees
|
|
Value
|
|
|
Income
|
|
|
Income
|
|
|
Plus
|
|
|
Advantage
|
|
|
Opportunity
|
|
|
Quality
|
|
|
Quality
|
|
|
Income
|
|
|
Municipal
|
|
|
Income 2
|
|
|
|
|
Board Members/Nominees who are not interested persons of the
Funds
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
7
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1
|
|
|
|
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
|
|
|
|
5,086
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
868
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4
|
|
|
|
855
|
|
Carol E. Stone
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Terence J. Toth
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Board Members/Nominee who is an interested person of the
Funds
|
John P. Amboian
|
|
|
0
|
|
|
|
0
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
8,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,000
|
|
|
|
0
|
|
All Board Members and Officers as a Group
|
|
|
180,834
|
|
|
|
0
|
|
|
|
95,500
|
|
|
|
22,836
|
|
|
|
17,698
|
|
|
|
23,139
|
|
|
|
1,000
|
|
|
|
5,000
|
|
|
|
0
|
|
|
|
5,165
|
|
|
|
855
|
|
|
|
|
(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.
|
A-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned By Board Members And
Officers
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
|
|
|
Municipal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Dividend
|
|
|
High
|
|
|
High
|
|
|
Select
|
|
|
Select
|
|
|
Select
|
|
|
Select
|
|
|
California
|
|
|
New York
|
|
Board Member Nominees
|
|
Income 4
|
|
|
Advantage
|
|
|
Advantage 2
|
|
|
Advantage 3
|
|
|
Income
|
|
|
Income 2
|
|
|
Maturities
|
|
|
Portfolio
|
|
|
Portfolio 2
|
|
|
Portfolio 3
|
|
|
Portfolio
|
|
|
Portfolio
|
|
|
|
|
Board Members/Nominees who are not interested persons of the
Funds
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
0
|
|
|
|
2
|
|
|
|
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
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,492
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
910
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carole E. Stone
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Terence J. Toth
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Board Members/Nominee who is an interested person of the
Funds
|
John P. Amboian
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and Officers as a Group
|
|
|
0
|
|
|
|
28,612
|
|
|
|
26,000
|
|
|
|
11,155
|
|
|
|
9,408
|
|
|
|
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.
|
A-4
APPENDIX B
List of Beneficial Owners Who Own More Than 5% of Any
Class of Shares in Any Fund
The following chart lists each shareholder or group of
shareholders who beneficially own more than 5% of any class of
shares of any Fund*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
Percentage
|
|
Fund and Class
|
|
Shareholder Name and Address
|
|
Shares Owned
|
|
|
Owned
|
|
|
|
|
Premium Income (NPI)
Auction Rate Preferred Shares
|
|
Bank of America Corporation
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
2,812
|
|
|
|
16.2
|
%
|
|
|
Bank of America, N.A.
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
904
|
|
|
|
5.2
|
%
|
|
|
Merrill Lynch, Pierce, Fenner & Smith, Inc.
4 World Financial Center
250 Vesey Street
New York, NY 10080
|
|
|
1,908
|
|
|
|
11.0
|
%
|
Performance Plus (NPP)
Auction Rate Preferred Shares
|
|
UBS AG
Bahnhoftstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
|
953
|
|
|
|
5.42
|
%
|
|
|
Bank of America
Corporation
(a)
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
916
|
|
|
|
5.2
|
%
|
|
|
Blue Ridge Investments,
L.L.C.
(a)
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
|
|
|
|
|
|
Municipal Advantage (NMA)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
2,390
|
|
|
|
17.5
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
Municipal Market Opportunity (NMO)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
1,016
|
|
|
|
7.0
|
%
|
B-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
Percentage
|
|
Fund and Class
|
|
Shareholder Name and Address
|
|
Shares Owned
|
|
|
Owned
|
|
|
|
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
Investment Quality (NQM)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
797
|
|
|
|
8.7
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corporation
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
990
|
|
|
|
10.8
|
%
|
|
|
Merrill Lynch, Pierce, Fenner & Smith, Inc.
4 World Financial Center
250 Vesey Street
New York, NY 10080
|
|
|
647
|
|
|
|
7.0
|
%
|
Select Quality (NQS)
Auction Rate Preferred Shares
|
|
UBS AG
Bahnhoftstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
|
659
|
|
|
|
6.2
|
%
|
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
759
|
|
|
|
7.1
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
B-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
Percentage
|
|
Fund and Class
|
|
Shareholder Name and Address
|
|
Shares Owned
|
|
|
Owned
|
|
|
|
|
Quality Income (NQU)
Auction Rate Preferred Shares
|
|
Bank of America Corporation
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
1,946
|
|
|
|
11.7
|
%
|
|
|
Bank of America, N.A.
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
838
|
|
|
|
5.0
|
%
|
|
|
Merrill Lynch, Pierce, Fenner & Smith, Inc.
4 World Financial Center
250 Vesey Street
New York, NY 10080
|
|
|
1,108
|
|
|
|
6.7
|
%
|
|
|
UBS AG
Bahnhoftstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
|
917
|
|
|
|
5.51
|
%
|
Premier Municipal (NPF)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
330
|
|
|
|
6.5
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
Premier Insured (NIF)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
859
|
|
|
|
13.9
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
UBS AG
Bahnhoftstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
|
323
|
|
|
|
5.56
|
%
|
B-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
Percentage
|
|
Fund and Class
|
|
Shareholder Name and Address
|
|
Shares Owned
|
|
|
Owned
|
|
|
|
|
Premium Income 2 (NPM)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
940
|
|
|
|
8.3
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corporation
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
1,153
|
|
|
|
10.2
|
%
|
|
|
Merrill Lynch, Pierce, Fenner & Smith, Inc.
4 World Financial Center
250 Vesey Street
New York, NY 10080
|
|
|
786
|
|
|
|
6.9
|
%
|
Premium Income 4 (NPT)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
832
|
|
|
|
6.9
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corporation
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
1,321
|
|
|
|
10.9
|
%
|
|
|
Merrill Lynch, Pierce, Fenner & Smith, Inc.
4 World Financial Center
250 Vesey Street
New York, NY 10080
|
|
|
807
|
|
|
|
6.7
|
%
|
Dividend Advantage (NAD)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
1,088
|
|
|
|
10.2
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
B-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
Percentage
|
|
Fund and Class
|
|
Shareholder Name and Address
|
|
Shares Owned
|
|
|
Owned
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corporation
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
1,252
|
|
|
|
11.7
|
%
|
|
|
Bank of America, N.A.
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
949
|
|
|
|
8.9
|
%
|
|
|
UBS AG
Bahnhoftstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
|
541
|
|
|
|
5.07
|
%
|
Dividend Advantage 3 (NZF)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
1,152
|
|
|
|
10.6
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corporation
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
816
|
|
|
|
11.4
|
%
|
|
|
Bank of America, N.A.
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
559
|
|
|
|
7.8
|
%
|
|
|
UBS AG
Bahnhoftstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
|
1012
|
|
|
|
9.34
|
%
|
Municipal High Income (NMZ)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
777
|
|
|
|
14.4
|
%
|
B-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
Percentage
|
|
Fund and Class
|
|
Shareholder Name and Address
|
|
Shares Owned
|
|
|
Owned
|
|
|
|
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
Bank of America
Corporation
(a)
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
475
|
|
|
|
7.7
|
%
|
|
|
Blue Ridge Investments,
L.L.C.
(a)
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
|
|
|
|
|
|
Insured Dividend Advantage (NVG)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
1,228
|
|
|
|
13.5
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
Royal Bank of
Canada
(c)
200 Bay Street
Toronto, Ontario M5J2J5
Canada
|
|
|
469
|
|
|
|
5.3
|
%
|
|
|
RBC Capital
Markets
(c)
One Liberty Plaza 165 Broadway
New York, NY 10006
|
|
|
|
|
|
|
|
|
|
|
UBS AG
Bahnhoftstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
|
481
|
|
|
|
5.3
|
%
|
Insured Municipal Opportunity (NIO)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
1,417
|
|
|
|
5.7
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
B-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
Percentage
|
|
Fund and Class
|
|
Shareholder Name and Address
|
|
Shares Owned
|
|
|
Owned
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corporation
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
3,265
|
|
|
|
13.1
|
%
|
|
|
Bank of America, N.A.
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255
|
|
|
1,370
|
|
|
|
5.5
|
%
|
|
|
Merrill Lynch, Pierce, Fenner & Smith, Inc.
4 World Financial Center
250 Vesey Street
New York, NY 10080
|
|
|
1,895
|
|
|
|
7.6
|
%
|
|
|
UBS AG
Bahnhoftstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
|
2,136
|
|
|
|
8.8
|
%
|
Insured Quality (NQI)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
1,535
|
|
|
|
12.9
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
Insured Tax-Free Advantage (NEA)
Auction Rate Preferred Shares
|
|
Citigroup Global Markets
Inc.
(b)
388 Greenwich Street
New York, NY 10013
|
|
|
485
|
|
|
|
9.1
|
%
|
|
|
Citigroup Financial Products
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Holdings
Inc.
(b)
88 Greenwich Street
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
Citigroup
Inc.
(b)
399 Park Avenue
New York, NY 10043
|
|
|
|
|
|
|
|
|
B-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
Percentage
|
|
Fund and Class
|
|
Shareholder Name and Address
|
|
Shares Owned
|
|
|
Owned
|
|
|
|
|
|
|
Royal Bank of
Canada
(c)
200 Bay Street
Toronto, Ontario M5J2J5
Canada
|
|
|
291
|
|
|
|
5.5
|
%
|
|
|
RBC Capital
Markets
(c)
One Liberty Plaza 165 Broadway
New York, NY 10006
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The information contained in this
table is based on Schedule 13G filings made on or after
December 1, 2008.
|
|
(a)
|
|
Bank of America Corporation and
Blue Ridge Investments, L.L.C. filed their schedule 13G
jointly and did not differentiate holdings as to each entity.
|
|
(b)
|
|
Citigroup Global Markets Inc.,
Citigroup Financial Products Inc., Citigroup Global Markets
Holdings Inc. and Citigroup Inc. filed their Schedule 13G
jointly and did not differentiate holdings as to each entity.
|
|
(c)
|
|
Royal Bank of Canada and RBC
Capital Markets filed their Schedule 13G jointly and did
not differentiate holdings as to each entity.
|
B-8
APPENDIX C
NUMBER OF
BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUNDS LAST FISCAL YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compliance, Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
|
|
|
|
|
|
Nominating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Regulatory
|
|
|
|
|
|
and
|
|
|
|
Regular
|
|
|
Special
|
|
|
Executive
|
|
|
Dividend
|
|
|
Oversight
|
|
|
Audit
|
|
|
Governance
|
|
|
|
Board
|
|
|
Board
|
|
|
Committee
|
|
|
Committee
|
|
|
Committee
|
|
|
Committee
|
|
|
Committee
|
|
Fund
|
|
Meeting
|
|
|
Meeting
|
|
|
Meeting
|
|
|
Meeting
|
|
|
Meeting
|
|
|
Meeting
|
|
|
Meeting
|
|
|
|
|
Municipal Value
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Municipal Income
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Premium Income
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Performance Plus
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Municipal Advantage
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Municipal Market Opportunity
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Investment Quality
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Select Quality
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Quality Income
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Premier Municipal
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Premium Income 2
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Premium Income 4
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Dividend Advantage
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Dividend Advantage 2
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Dividend Advantage 3
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Municipal High Income
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
5
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Municipal High Income 2
|
|
|
4
|
|
|
|
10
|
|
|
|
1
|
|
|
|
6
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Select Maturities
|
|
|
4
|
|
|
|
8
|
|
|
|
1
|
|
|
|
6
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Select Portfolio
|
|
|
4
|
|
|
|
8
|
|
|
|
1
|
|
|
|
6
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Select Portfolio 2
|
|
|
4
|
|
|
|
8
|
|
|
|
1
|
|
|
|
6
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Select Portfolio 3
|
|
|
4
|
|
|
|
8
|
|
|
|
1
|
|
|
|
6
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
California Portfolio
|
|
|
4
|
|
|
|
8
|
|
|
|
1
|
|
|
|
6
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
New York Portfolio
|
|
|
4
|
|
|
|
8
|
|
|
|
1
|
|
|
|
6
|
|
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
|
C-1
APPENDIX D
NUVEEN
FUND BOARD
AUDIT COMMITTEE CHARTER
|
|
I.
|
Organization
and Membership
|
There shall be a committee of each Board of Directors/Trustees
(the Board) of the Nuveen Management Investment
Companies (the Funds or, individually, a
Fund) to be known as the Audit Committee. The Audit
Committee shall be comprised of at least three
Directors/Trustees. Audit Committee members shall be independent
of the Funds and free of any relationship that, in the opinion
of the Directors/Trustees, would interfere with their exercise
of independent judgment as an Audit Committee member. In
particular, each member must meet the independence and
experience requirements applicable to the Funds of the exchanges
on which shares of the Funds are listed, Section 10a of the
Securities Exchange Act of 1934 (the Exchange Act),
and the rules and regulations of the Securities and Exchange
Commission (the Commission). Each such member of the
Audit Committee shall have a basic understanding of finance and
accounting, be able to read and understand fundamental financial
statements, and be financially literate, and at least one such
member shall have accounting or related financial management
expertise, in each case as determined by the Directors/Trustees,
exercising their business judgment (this person may also serve
as the Audit Committees financial expert as
defined by the Commission). The Board shall appoint the members
and the Chairman of the Audit Committee, on the recommendation
of the Nominating and Governance Committee. The Audit Committee
shall meet periodically but in any event no less frequently than
on a semi-annual basis. Except for the Funds, Audit Committee
members shall not serve simultaneously on the audit committees
of more than two other public companies.
|
|
II.
|
Statement
of Policy, Purpose and Processes
|
The Audit Committee shall assist the Board in oversight and
monitoring of (1) the accounting and reporting policies,
processes and practices, and the audits of the financial
statements, of the Funds; (2) the quality and integrity of
the financial statements of the Funds; (3) the Funds
compliance with legal and regulatory requirements, (4) the
independent auditors qualifications, performance and
independence; and (5) oversight of the Pricing Procedures
of the Funds and the Valuation Group. In exercising this
oversight, the Audit Committee can request other committees of
the Board to assume responsibility for some of the monitoring as
long as the other committees are composed exclusively of
independent directors.
In doing so, the Audit Committee shall seek to maintain free and
open means of communication among the Directors/Trustees, the
independent auditors, the internal auditors and the management
of the Funds. The Audit Committee shall meet periodically with
Fund management, the Funds internal auditor, and the
Funds independent auditors, in separate executive
sessions. The Audit Committee shall prepare reports of the Audit
Committee as required by the Commission to be included in the
Funds annual proxy statements or otherwise.
The Audit Committee shall have the authority and resources in
its discretion to retain special legal, accounting or other
consultants to advise the Audit Committee and to otherwise
discharge its responsibilities, including appropriate funding as
determined by the Audit Committee for compensation to
independent auditors engaged for the purpose of preparing or
issuing an audit report or performing other audit, review or
attest services for a Fund,
D-1
compensation to advisers employed by the Audit Committee, and
ordinary administrative expenses of the Audit Committee that are
necessary or appropriate in carrying out its duties, as
determined in its discretion. The Audit Committee may request
any officer or employee of Nuveen Investments, Inc. (or its
affiliates) (collectively, Nuveen) or the
Funds independent auditors or outside counsel to attend a
meeting of the Audit Committee or to meet with any members of,
or consultants to, the Audit Committee. The Funds
independent auditors and internal auditors shall have
unrestricted accessibility at any time to Committee members.
Responsibilities
Fund management has the primary responsibility to establish and
maintain systems for accounting, reporting, disclosure and
internal control.
The independent auditors have the primary responsibility to plan
and implement an audit, with proper consideration given to the
accounting, reporting and internal controls. Each independent
auditor engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for
the Funds shall report directly to the Audit Committee. The
independent auditors are ultimately accountable to the Board and
the Audit Committee. It is the ultimate responsibility of the
Audit Committee to select, appoint, retain, evaluate, oversee
and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required.
These Audit Committee responsibilities may not be delegated to
any other Committee or the Board.
The Audit Committee is responsible for the following:
With respect to
Fund financial statements:
|
|
|
|
A.
|
Reviewing and discussing the annual audited financial statements
and semi-annual financial statements with Fund management and
the independent auditors including major issues regarding
accounting and auditing principles and practices, and the
Funds disclosures in its periodic reports under
Managements Discussion and Analysis.
|
|
|
B.
|
Requiring the independent auditors to deliver to the Chairman of
the Audit Committee a timely report on any issues relating to
the significant accounting policies, management judgments and
accounting estimates or other matters that would need to be
communicated under Statement on Auditing Standards (sas)
No. 90, Audit Committee Communications (which amended sas
No. 61, Communication with Audit Committees), that arise
during the auditors review of the Funds financial
statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as
deemed necessary or appropriate in the Chairmans judgment.
|
|
|
C.
|
Discussing with management the Funds press releases
regarding financial results and dividends, as well as financial
information and earnings guidance provided to analysts and
rating agencies. This discussion may be done generally,
consisting of discussing the types of information to be
disclosed and the types of presentations to be made. The
Chairman of the Audit Committee shall be authorized to have
these discussions with management on behalf of the Audit
Committee.
|
D-2
|
|
|
|
D.
|
Discussing with management and the independent auditors
(a) significant financial reporting issues and judgments
made in connection with the preparation and presentation of the
Funds financial statements, including any significant
changes in the Funds selection or application of
accounting principles and any major issues as to the adequacy of
the Funds internal controls and any special audit steps
adopted in light of material control deficiencies; and
(b) analyses prepared by Fund management
and/or
the
independent auditor setting forth significant financial
reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of
the effects of alternative gaap methods on the financial
statements.
|
|
|
E.
|
Discussing with management and the independent auditors the
effect of regulatory and accounting initiatives on the
Funds financial statements.
|
|
|
F.
|
Reviewing and discussing reports, both written and oral, from
the independent auditors
and/or
Fund
management regarding (a) all critical accounting policies
and practices to be used; (b) all alternative treatments of
financial information within generally accepted accounting
principles that have been discussed with management,
ramifications of the use of such alternative treatments and
disclosures, and the treatment preferred by the independent
auditors; and (c) other material written communications
between the independent auditors and management, such as any
management letter or schedule of unadjusted differences.
|
|
|
G.
|
Discussing with Fund management the Funds major financial
risk exposures and the steps management has taken to monitor and
control these exposures, including the Funds risk
assessment and risk management policies and guidelines. In
fulfilling its obligations under this paragraph, the Audit
Committee may review in a general manner the processes other
Board committees have in place with respect to risk assessment
and risk management.
|
|
|
H.
|
Reviewing disclosures made to the Audit Committee by the
Funds principal executive officer and principal financial
officer during their certification process for the Funds
periodic reports about any significant deficiencies in the
design or operation of internal controls or material weaknesses
therein and any fraud involving management or other employees
who have a significant role in the Funds internal
controls. In fulfilling its obligations under this paragraph,
the Audit Committee may review in a general manner the processes
other Board committees have in place with respect to
deficiencies in internal controls, material weaknesses, or any
fraud associated with internal controls.
|
With respect to
the independent auditors:
|
|
|
|
A.
|
Selecting, appointing, retaining or replacing the independent
auditors, subject, if applicable, only to Board and shareholder
ratification; and compensating, evaluating and overseeing the
work of the independent auditor (including the resolution of
disagreements between Fund management and the independent
auditor regarding financial reporting).
|
|
|
B.
|
Meeting with the independent auditors and Fund management to
review the scope, fees, audit plans and staffing for the audit,
for the current year. At the conclusion of the audit, reviewing
such audit results, including the independent auditors
|
D-3
|
|
|
|
|
evaluation of the Funds financial and internal controls,
any comments or recommendations of the independent auditors, any
audit problems or difficulties and managements response,
including any restrictions on the scope of the independent
auditors activities or on access to requested information,
any significant disagreements with management, any accounting
adjustments noted or proposed by the auditor but not made by the
Fund, any communications between the audit team and the audit
firms national office regarding auditing or accounting
issues presented by the engagement, any significant changes
required from the originally planned audit programs and any
adjustments to the financial statements recommended by the
auditors.
|
|
|
|
|
C.
|
Pre-approving all audit services and permitted non-audit
services, and the terms thereof, to be performed for the Funds
by their independent auditors, subject to the de minimis
exceptions for non-audit services described in Section 10a
of the Exchange Act that the Audit Committee approves prior to
the completion of the audit, in accordance with any policies or
procedures relating thereto as adopted by the Board or the Audit
Committee. The Chairman of the Audit Committee shall be
authorized to give pre-approvals of such non-audit services on
behalf of the Audit Committee.
|
|
|
D.
|
Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may
be amended, restated, modified or replaced) regarding
(a) the independent auditors internal quality-control
procedures; (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the
firm, or by any inquiry or investigation by governmental or
professional authorities within the preceding five years,
respecting one or more independent audits carried out by the
firm; (c) any steps taken to deal with any such issues; and
(d) all relationships between the independent auditor and
the Funds and their affiliates, in order to assist the Audit
committee in assessing the auditors independence. After
reviewing the foregoing report[s] and the independent
auditors work throughout the year, the Audit Committee
shall be responsible for evaluating the qualifications,
performance and independence of the independent auditor and
their compliance with all applicable requirements for
independence and peer review, and a review and evaluation of the
lead partner, taking into account the opinions of Fund
management and the internal auditors, and discussing such
reports with the independent auditors. The Audit Committee shall
present its conclusions with respect to the independent auditor
to the Board.
|
|
|
E.
|
Reviewing any reports from the independent auditors mandated by
Section 10a(b) of the Exchange Act regarding any illegal act
detected by the independent auditor (whether or not perceived to
have a material effect on the Funds financial statements)
and obtaining from the independent auditors any information
about illegal acts in accordance with Section 10a(b).
|
|
|
F.
|
Ensuring the rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the
audit partner responsible for reviewing the audit as required by
law, and further considering the rotation of the independent
auditor firm itself.
|
D-4
|
|
|
|
G.
|
Establishing and recommending to the Board for ratification
policies for the Funds, Fund management or the Fund
advisers hiring of employees or former employees of the
independent auditor who participated in the audits of the Funds.
|
|
|
H.
|
Taking, or recommending that the Board take, appropriate action
to oversee the independence of the outside auditor.
|
With respect to
any internal auditor:
|
|
|
|
A.
|
Reviewing the proposed programs of the internal auditor for the
coming year. It is not the obligation or responsibility of the
Audit Committee to confirm the independence of any Nuveen
internal auditors performing services relating to the Funds or
to approve any termination or replacement of the Nuveen Manager
of Internal Audit.
|
|
|
B.
|
Receiving a summary of findings from any completed internal
audits pertaining to the Funds and a progress report on the
proposed internal audit plan for the Funds, with explanations
for significant deviations from the original plan.
|
With respect to
pricing and valuation oversight:
|
|
|
|
A.
|
The Board has responsibilities regarding the pricing of a
Funds securities under the 1940 Act. The Board has
delegated this responsibility to the Committee to address
valuation issues that arise between Board meetings, subject to
the Boards general supervision of such actions. The
Committee is primarily responsible for the oversight of the
Pricing Procedures and actions taken by the internal Valuation
Group (Valuation Matters). The Valuation Group will
report on Valuation Matters to the Committee
and/or
the
Board of Directors/Trustees, as appropriate.
|
|
|
B.
|
Performing all duties assigned to it under the Funds
Pricing Procedures, as such may be amended from time to time.
|
|
|
C.
|
Periodically reviewing and making recommendations regarding
modifications to the Pricing Procedures as well as consider
recommendations by the Valuation Group regarding the Pricing
Procedures.
|
|
|
D.
|
Reviewing any issues relating to the valuation of a Funds
securities brought to the Committees attention, including
suspensions in pricing, pricing irregularities, price overrides,
self-pricing, nav errors and corrections thereto, and other
pricing matters. In this regard, the Committee should consider
the risks to the Funds in assessing the possible resolutions of
these Valuation Matters.
|
|
|
E.
|
Evaluating, as it deems necessary or appropriate, the
performance of any pricing agent and recommend changes thereto
to the full Board.
|
|
|
F.
|
Reviewing any reports or comments from examinations by
regulatory authorities relating to Valuation Matters of the
Funds and consider managements responses to any such
comments and, to the extent the Committee deems necessary or
appropriate, propose to management
and/or
the
full Board the modification of the Funds policies and
procedures relating to such matters. The Committee, if deemed
necessary or desirable, may also meet with regulators.
|
D-5
|
|
|
|
G.
|
Meeting with members of management of the Funds, outside
counsel, or others in fulfilling its duties hereunder, including
assessing the continued appropriateness and adequacy of the
Pricing Procedures, eliciting any recommendations for
improvements of such procedures or other Valuation Matters, and
assessing the possible resolutions of issues regarding Valuation
Matters brought to its attention.
|
|
|
H.
|
Performing any special review, investigations or oversight
responsibilities relating to Valuation as requested by the Board
of Directors/Trustees.
|
|
|
I.
|
Investigating or initiating an investigation of reports of
improprieties or suspected improprieties in connection with the
Funds policies and procedures relating to Valuation
Matters not otherwise assigned to another Board committee.
|
Other
responsibilities:
|
|
|
|
A.
|
Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
advisers counsel and independent counsel to the Board
legal matters that may have a material impact on the Funds
financial statements or compliance policies.
|
|
|
B.
|
Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related
to the Funds.
|
|
|
C.
|
Reviewing with the independent auditors, with any internal
auditor and with Fund management, the adequacy and effectiveness
of the accounting and financial controls of the Funds, and
eliciting any recommendations for the improvement of internal
control procedures or particular areas where new or more
detailed controls or procedures are desirable. Particular
emphasis should be given to the adequacy of such internal
controls to expose payments, transactions or procedures that
might be deemed illegal or otherwise improper.
|
|
|
D.
|
Reviewing the reports of examinations by regulatory authorities
as they relate to financial statement matters.
|
|
|
E.
|
Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that
raises material issues regarding the Funds financial
statements or accounting policies.
|
|
|
F.
|
Obtaining reports from management with respect to the
Funds policies and procedures regarding compliance with
applicable laws and regulations.
|
|
|
G.
|
Reporting regularly to the Board on the results of the
activities of the Audit Committee, including any issues that
arise with respect to the quality or integrity of the
Funds financial statements, the Funds compliance
with legal or regulatory requirements, the performance and
independence of the Funds independent auditors, or the
performance of the internal audit function.
|
|
|
H.
|
Performing any special reviews, investigations or oversight
responsibilities requested by the Board.
|
|
|
I.
|
Reviewing and reassessing annually the adequacy of this charter
and recommending to the Board approval of any proposed changes
deemed necessary or advisable by the Audit Committee.
|
D-6
|
|
|
|
J.
|
Undertaking an annual review of the performance of the Audit
Committee.
|
|
|
K.
|
Establishing procedures for the receipt, retention and treatment
of complaints received by the Funds regarding accounting,
internal accounting controls or auditing matters, and the
confidential, anonymous submission of concerns regarding
questionable accounting or auditing matters by employees of Fund
management, the investment adviser, administrator, principal
underwriter, or any other provider of accounting related
services for the Funds, as well as employees of the Funds.
|
Although the Audit Committee shall have the authority and
responsibilities set forth in this Charter, it is not the
responsibility of the Audit Committee to plan or conduct audits
or to determine that the Funds financial statements are
complete and accurate and are in accordance with generally
accepted accounting principles. That is the responsibility of
management and the independent auditors. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.
D-7
Nuveen
Investments
333 West
Wacker Drive
Chicago,
IL
60606-1286
(800) 257-8787
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333
West Wacker Dr.
Chicago IL 60606
www.nuveen.com
999 999 999 999 99
3 EASY WAYS TO VOTE YOUR PROXY
1.
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Automated Touch Tone Voting: Call toll-free
1-888-221-0697 and follow the recorded
instructions.
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2.
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On the Internet at
www.proxyweb.com
, and
follow the simple instructions.
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3.
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Sign, Date and Return this proxy card using
the enclosed postage-paid envelope.
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FUND NAME PRINTS HERE
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THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
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COMMON STOCK
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FOR AN ANNUAL MEETING OF SHAREHOLDERS,
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JULY 28, 2009
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The Annual Meeting of shareholders will be held Tuesday, July 28, 2009 in the Lobby Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Tuesday, July 28, 2009, at 10:30 a.m., Central time. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on July 28, 2009, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT (888) 221-0697 OR OVER THE INTERNET (
www.proxyweb
com
).
Date:
SIGN HERE
EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF
SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY.
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COMMON-NIM-NXP
NXQ-NXR-NXC-NXN
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In their discretion, the proxies are authorized to vote upon such other business as may properly
come before the Annual Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares
will be voted FOR each proposal.
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Please fill in box(es) as shown using black or blue ink or number 2 pencil.
ý
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PLEASE DO NOT USE FINE POINT PENS.
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1(d)
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Election of Board Members:
Class III:
(01) Robert P. Bremner
(02) Jack B. Evans
(03) William J. Schneider
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FOR
NOMINEES
listed
at left
(except as
marked to the
contrary)
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WITHHOLD AUTHORITY
to vote for all
nominees listed
at
left
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o
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o
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(INSTRUCTION: To withhold authority to vote for any
individual nominee(s),
write the number(s) of the nominee(s) on
the line provided below.)
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FOR
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AGAINST
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ABSTAIN
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4
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To transact such other
business as may properly
come before the Annual
Meeting.
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o
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o
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o
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PLEASE SIGN ON REVERSE SIDE
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COMMON-NIM-NXP
NXQ-NXR-NXC-NXN
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