pre14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement. |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)). |
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Definitive Proxy Statement. |
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Definitive Additional Materials. |
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
Nuveen California Dividend Advantage Municipal Fund 2 (NVX)
(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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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Important Notice
to Fund Shareholders
OCTOBER 19,
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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Why am I receiving this Proxy Statement? |
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You are receiving this Proxy Statement as a Fund shareholder in
connection with the annual shareholders meeting for the Nuveen
closed-end funds listed at the top of the Notice of Annual
Meeting of Shareholders. |
You are being asked to vote on a number of important matters:
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(i)
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Updated Investment Policies (all Affected Municipal Funds (as
defined in the Proxy Statement)). Nuveen’s 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)
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Elimination of Fundamental Investment Policies and Approval
of New Fundamental Investment Policy (Insured Funds (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 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. In addition, the Insured
Funds are seeking to adopt a uniform, “up to date” set
of investment policies.
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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 Fund’s 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 Fund’s Board of Trustees/Directors, including your
Board’s independent members, unanimously recommends that
you vote FOR each proposal.
Your vote is very important. We encourage you as a
shareholder to participate in your Fund’s governance by
returning your vote as soon as possible. If enough shareholders
don’t cast their votes, your Fund may not be able to hold
its meeting or the vote on each issue, and will be required to
incur additional solicitation costs in order to obtain
sufficient shareholder participation.
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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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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 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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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 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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In order to implement the New Investment Policies and obtain the
potential benefits described above, each Affected Municipal Fund
or 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 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 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 Insured
Fund’s ability to effectively maintain its existing focus
on insured bonds backed by insurers with solid credit ratings.
In connection with eliminating the respective fundamental
investment policies, shareholders are being asked to approve a
new fundamental investment policy that will provide the Insured
Funds with flexibility to respond to on-going developments in
the bond insurance market, while ensuring that the 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 don’t approve the
elimination of the fundamental investment policies and/or
don’t approve the New Investment Policy or Policies? |
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An Affected Municipal Fund or Insured Fund will not be able to
implement the New Investment Policies as discussed above. The
Affected Municipal Fund or 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 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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If you need any assistance, or have any questions regarding the
proposals or how to vote your shares, please call Computershare
Fund Services, your Fund’s proxy solicitor, at [(866)
864-0471].
Please have your proxy material available when you call. |
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How do I vote my shares? |
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You can vote your shares by completing and signing the enclosed
proxy card, and mailing it in the enclosed postage-paid
envelope. Alternatively, you may vote by telephone by calling
the toll-free number on the proxy card or by computer by going
to the Internet address provided on the proxy card and following
the instructions, using your proxy card as a guide. |
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Will anyone contact me? |
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You may receive a call from Computershare Fund Services,
the proxy solicitor hired by your Fund, to verify that you
received your proxy materials, to answer any questions you may
have about the proposals and to encourage you to vote your proxy. |
We recognize the inconvenience of the proxy solicitation process
and would not impose on you if we did not believe that the
matters being proposed were important and in the best interests
of the Funds. Once your vote has been registered with the proxy
solicitor, your name will be removed from the solicitor’s
follow-up
contact list.
333 West Wacker
Drive
Chicago, Illinois 60606
(800) 257-8787
Notice
of Annual Meeting
of Shareholders
November 30, 2009
October 19,
2009
Nuveen
Floating Rate Income Fund (JFR)
Nuveen
Floating Rate Income Opportunity Fund (JRO)
Nuveen
Senior Income Fund (NSL)
Nuveen
Tax-Advantaged Floating Rate Fund (JFP)
Nuveen
Arizona Dividend Advantage Municipal Fund (NFZ)
Nuveen
Arizona Dividend Advantage Municipal Fund 2 (NKR)
Nuveen
Arizona Dividend Advantage Municipal Fund 3 (NXE)
Nuveen
Arizona Premium Income Municipal Fund, Inc. (NAZ)
Nuveen
California Dividend Advantage Municipal Fund (NAC)
Nuveen
California Dividend Advantage Municipal Fund 2
(NVX)
Nuveen
California Dividend Advantage Municipal Fund 3
(NZH)
Nuveen
California Investment Quality Municipal Fund, Inc.
(NQC)
Nuveen
California Municipal Market Opportunity Fund, Inc.
(NCO)
Nuveen
California Municipal Value Fund, Inc. (NCA)
Nuveen
California Performance Plus Municipal Fund, Inc. (NCP)
Nuveen
California Premium Income Municipal Fund (NCU)
Nuveen
California Quality Income Municipal Fund, Inc. (NUC)
Nuveen
California Select Quality Municipal Fund, Inc. (NVC)
Nuveen
Insured California Dividend Advantage Municipal Fund
(NKL)
Nuveen
Insured California Premium Income Municipal Fund, Inc.
(NPC)
Nuveen
Insured California Premium Income Municipal Fund 2, Inc.
(NCL)
Nuveen
Insured California Tax-Free Advantage Municipal Fund
(NKX)
Nuveen
Connecticut Dividend Advantage Municipal Fund (NFC)
Nuveen
Connecticut Dividend Advantage Municipal Fund 2
(NGK)
Nuveen
Connecticut Dividend Advantage Municipal Fund 3
(NGO)
Nuveen
Connecticut Premium Income Municipal Fund (NTC)
Nuveen
Georgia Dividend Advantage Municipal Fund (NZX)
Nuveen
Georgia Dividend Advantage Municipal Fund 2 (NKG)
Nuveen
Georgia Premium Income Municipal Fund (NPG)
Nuveen
Maryland Dividend Advantage Municipal Fund (NFM)
Nuveen
Maryland Dividend Advantage Municipal Fund 2
(NZR)
Nuveen
Maryland Dividend Advantage Municipal Fund 3
(NWI)
Nuveen
Maryland Premium Income Municipal Fund (NMY)
Nuveen
Massachusetts Dividend Advantage Municipal Fund (NMB)
Nuveen
Massachusetts Premium Income Municipal Fund (NMT)
Nuveen
Insured Massachusetts Tax-Free Advantage Municipal Fund
(NGX)
Nuveen
Michigan Dividend Advantage Municipal Fund (NZW)
Nuveen
Michigan Premium Income Municipal Fund, Inc. (NMP)
Nuveen
Michigan Quality Income Municipal Fund, Inc. (NUM)
Nuveen
Missouri Premium Income Municipal Fund (NOM)
Nuveen
New Jersey Dividend Advantage Municipal Fund (NXJ)
Nuveen
New Jersey Dividend Advantage Municipal Fund 2
(NUJ)
Nuveen
New Jersey Investment Quality Municipal Fund, Inc.
(NQJ)
Nuveen
New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen
North Carolina Dividend Advantage Municipal Fund (NRB)
Nuveen
North Carolina Dividend Advantage Municipal Fund 2
(NNO)
Nuveen
North Carolina Dividend Advantage Municipal Fund 3
(NII)
Nuveen
North Carolina Premium Income Municipal Fund (NNC)
Nuveen
Ohio Dividend Advantage Municipal Fund (NXI)
Nuveen
Ohio Dividend Advantage Municipal Fund 2 (NBJ)
Nuveen
Ohio Dividend Advantage Municipal Fund 3 (NVJ)
Nuveen
Ohio Quality Income Municipal Fund, Inc. (NUO)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund (NXM)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2
(NVY)
Nuveen
Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen
Pennsylvania Premium Income Municipal Fund 2
(NPY)
Nuveen
Texas Quality Income Municipal Fund (NTX)
Nuveen
Virginia Dividend Advantage Municipal Fund (NGB)
Nuveen
Virginia Dividend Advantage Municipal Fund 2
(NNB)
Nuveen
Virginia Premium Income Municipal Fund (NPV)
To the
Shareholders of the Above Funds:
Notice is hereby given that the Annual Meeting of Shareholders
(the “Annual Meeting”) of Nuveen Arizona Premium
Income Municipal Fund, Inc. (“Arizona Premium
Income”), Nuveen California Investment Quality Municipal
Fund, Inc. (“California Investment Quality”), Nuveen
California Municipal Market Opportunity Fund, Inc.
(“California Market Opportunity”), Nuveen California
Municipal Value Fund, Inc. (“California Value”),
Nuveen California Performance Plus Municipal Fund, Inc.
(“California Performance Plus”), Nuveen California
Quality Income Municipal Fund, Inc. (“California Quality
Income”), Nuveen California Select Quality Municipal Fund,
Inc. (“California Select Quality”), Nuveen Insured
California Premium Income Municipal Fund, Inc. (“Insured
California Premium Income”), Nuveen Insured California
Premium Income Municipal Fund 2, Inc. (“Insured
California Premium Income 2”), Nuveen Michigan Premium
Income Municipal Fund, Inc. (“Michigan Premium
Income”), Nuveen Michigan Quality Income Municipal Fund,
Inc. (“Michigan Quality Income”), Nuveen New Jersey
Investment Quality Municipal Fund, Inc. (“New Jersey
Investment Quality”), Nuveen New Jersey Premium Income
Municipal Fund, Inc. (“New Jersey Premium Income”) and
Nuveen Ohio Quality Income Municipal Fund, Inc. (“Ohio
Quality Income”), each a Minnesota corporation (each
a “Minnesota Fund” and collectively, the
“Minnesota Funds”), and Nuveen Floating Rate Income
Fund (“Floating Rate”), Nuveen Floating Rate Income
Opportunity Fund (“Floating Rate Income Opportunity”),
Nuveen Senior Income Fund (“Senior Income”), Nuveen
Tax-Advantaged Floating Rate Fund (“Tax-Advantaged Floating
Rate”), Nuveen Arizona Dividend Advantage Municipal Fund
(“Arizona Dividend Advantage”), Nuveen Arizona
Dividend Advantage Municipal Fund 2 (“Arizona Dividend
Advantage 2”), Nuveen Arizona Dividend Advantage Municipal
Fund 3 (“Arizona Dividend Advantage 3”), Nuveen
California Dividend Advantage Municipal Fund (“California
Dividend Advantage”), Nuveen California Dividend Advantage
Municipal Fund 2 (“California Dividend Advantage
2”), Nuveen California Dividend Advantage Municipal
Fund 3 (“California Dividend Advantage 3”),
Nuveen California Premium Income Municipal Fund
(“California Premium Income”), Nuveen Insured
California Dividend Advantage Municipal Fund (“Insured
California Dividend Advantage”), Nuveen Insured California
Tax-Free Advantage Municipal Fund (“Insured California
Tax-Free Advantage”), Nuveen Connecticut Dividend Advantage
Municipal Fund (“Connecticut Dividend Advantage”),
Nuveen Connecticut Dividend Advantage Municipal Fund 2
(“Connecticut Dividend Advantage 2”), Nuveen
Connecticut Dividend Advantage Municipal Fund 3
(“Connecticut Dividend Advantage 3”), Nuveen
Connecticut Premium Income Municipal Fund (“Connecticut
Premium Income”), Nuveen Georgia Dividend Advantage
Municipal Fund (“Georgia Dividend Advantage”), Nuveen
Georgia Dividend Advantage Municipal Fund 2 (“Georgia
Dividend Advantage 2”), Nuveen Georgia Premium Income
Municipal Fund (“Georgia Premium Income”), Nuveen
Maryland Dividend Advantage
Municipal Fund (“Maryland Dividend Advantage”), Nuveen
Maryland Dividend Advantage Municipal Fund 2
(“Maryland Dividend Advantage 2”), Nuveen Maryland
Dividend Advantage Municipal Fund 3 (“Maryland
Dividend Advantage 3”), Nuveen Maryland Premium Income
Municipal Fund (“Maryland Premium Income”), Nuveen
Massachusetts Dividend Advantage Municipal Fund
(“Massachusetts Dividend Advantage”), Nuveen
Massachusetts Premium Income Municipal Fund (“Massachusetts
Premium Income”), Nuveen Insured Massachusetts Tax-Free
Advantage Municipal Fund (“Insured Massachusetts Tax-Free
Advantage”), Nuveen Michigan Dividend Advantage Municipal
Fund (“Michigan Dividend Advantage”), Nuveen Missouri
Premium Income Municipal Fund (“Missouri Premium
Income”), Nuveen New Jersey Dividend Advantage Municipal
Fund (“New Jersey Dividend Advantage”), Nuveen New
Jersey Dividend Advantage Municipal Fund 2 (“New
Jersey Dividend Advantage 2”), Nuveen North Carolina
Dividend Advantage Municipal Fund (“North Carolina Dividend
Advantage”), Nuveen North Carolina Dividend Advantage
Municipal Fund 2 (“North Carolina Dividend Advantage
2”), Nuveen North Carolina Dividend Advantage Municipal
Fund 3 (“North Carolina Dividend Advantage 3”),
Nuveen North Carolina Premium Income Municipal Fund (“North
Carolina Premium Income”), Nuveen Ohio Dividend Advantage
Municipal Fund (“Ohio Dividend Advantage”), Nuveen
Ohio Dividend Advantage Municipal Fund 2 (“Ohio
Dividend Advantage 2”), Nuveen Ohio Dividend Advantage
Municipal Fund 3 (“Ohio Dividend Advantage 3”),
Nuveen Pennsylvania Dividend Advantage Municipal Fund
(“Pennsylvania Dividend Advantage”), Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2
(“Pennsylvania Dividend Advantage 2”), Nuveen
Pennsylvania Investment Quality Municipal Fund
(“Pennsylvania Investment Quality”), Nuveen
Pennsylvania Premium Income Municipal Fund 2
(“Pennsylvania Premium Income 2”), Nuveen Texas
Quality Income Municipal Fund (“Texas Quality
Income”), Nuveen Virginia Dividend Advantage Municipal Fund
(“Virginia Dividend Advantage”), Nuveen Virginia
Dividend Advantage Municipal Fund 2 (“Virginia
Dividend Advantage 2”) and Nuveen Virginia Premium Income
Municipal Fund (“Virginia Premium Income”), each a
Massachusetts business trust (each a “Massachusetts
Fund” and collectively, the “Massachusetts
Funds”) (the Minnesota Funds and Massachusetts Funds are
each, a “Fund” and collectively, the
“Funds”), will be held in the [31st floor
conference room] of Nuveen Investments, 333 West Wacker
Drive, Chicago, Illinois 60606, on Monday, November 30,
2009, [at 9:30 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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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 California Value, 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. For California Value, to elect three (3) Board
Members.
c. For each Massachusetts Fund, to elect four
(4) Board Members:
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i)
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For each Massachusetts Fund, except Floating Rate, Floating Rate
Income Opportunity, Senior Income, Tax-Advantaged Floating Rate
and Insured California Tax-Free Advantage, two (2) Board
Members to be elected by the holders of Common Shares and
Preferred Shares, voting together as a single class; and two
(2) Board Members to be elected by the holders of Common
Shares and Taxable Auctioned Preferred Shares for Senior Income,
FundPreferred Shares for Floating Rate, Floating Rate Income
Opportunity and Tax-Advantaged Floating Rate and Variable Rate
Demand Preferred Shares for Insured California Tax-Free
Advantage (collectively, also referred to herein as
“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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To approve the elimination of fundamental investment policies
and/or to
approve the new fundamental investment policies for Arizona
Dividend Advantage, Arizona Dividend Advantage 2, Arizona
Dividend Advantage 3, Arizona Premium Income, California
Dividend Advantage, California Dividend Advantage 2, California
Dividend Advantage 3, California Investment Quality, California
Market Opportunity, California Performance Plus, California
Premium Income, California Quality Income, California Select
Quality, Connecticut Dividend Advantage, Connecticut Dividend
Advantage 2, Connecticut Dividend Advantage 3, Connecticut
Premium Income, Georgia Dividend Advantage 2, Georgia Premium
Income, Maryland Dividend Advantage, Maryland Dividend Advantage
2, Maryland Dividend Advantage 3, Massachusetts Dividend
Advantage, Massachusetts Premium Income, Michigan Dividend
Advantage, Michigan Premium Income, Missouri Premium Income, New
Jersey Dividend Advantage, New Jersey Dividend Advantage 2, New
Jersey Investment Quality, New Jersey Premium Income, North
Carolina Dividend Advantage, North Carolina Dividend Advantage
2, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Ohio
Dividend Advantage 3, Ohio Quality Income, Pennsylvania Dividend
Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania
Investment Quality, Pennsylvania Premium Income 2, Texas Quality
Income and Virginia Premium Income.
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To approve the elimination of fundamental investment policies
and to approve the new fundamental investment policies for
Insured California Dividend Advantage, Insured California
Premium Income, Insured California Premium Income 2, Insured
California Tax-Free Advantage and Insured Massachusetts Tax-Free
Advantage.
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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
October 2, 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
October 19,
2009
This Joint Proxy Statement is first being mailed to shareholders
on or about October 30, 2009.
Nuveen
Floating Rate Income Fund (JFR)
Nuveen
Floating Rate Income Opportunity Fund (JRO)
Nuveen
Senior Income Fund (NSL)
Nuveen
Tax-Advantaged Floating Rate Fund (JFP)
Nuveen
Arizona Dividend Advantage Municipal Fund (NFZ)
Nuveen
Arizona Dividend Advantage Municipal Fund 2 (NKR)
Nuveen
Arizona Dividend Advantage Municipal Fund 3 (NXE)
Nuveen
Arizona Premium Income Municipal Fund, Inc. (NAZ)
Nuveen
California Dividend Advantage Municipal Fund (NAC)
Nuveen
California Dividend Advantage Municipal Fund 2
(NVX)
Nuveen
California Dividend Advantage Municipal Fund 3
(NZH)
Nuveen
California Investment Quality Municipal Fund, Inc.
(NQC)
Nuveen
California Municipal Market Opportunity Fund, Inc.
(NCO)
Nuveen
California Municipal Value Fund, Inc. (NCA)
Nuveen
California Performance Plus Municipal Fund, Inc. (NCP)
Nuveen
California Premium Income Municipal Fund (NCU)
Nuveen
California Quality Income Municipal Fund, Inc. (NUC)
Nuveen
California Select Quality Municipal Fund, Inc. (NVC)
Nuveen
Insured California Dividend Advantage Municipal Fund
(NKL)
Nuveen
Insured California Premium Income Municipal Fund, Inc.
(NPC)
Nuveen
Insured California Premium Income Municipal Fund 2, Inc.
(NCL)
Nuveen
Insured California Tax-Free Advantage Municipal Fund
(NKX)
Nuveen
Connecticut Dividend Advantage Municipal Fund (NFC)
Nuveen
Connecticut Dividend Advantage Municipal Fund 2
(NGK)
Nuveen
Connecticut Dividend Advantage Municipal Fund 3
(NGO)
Nuveen
Connecticut Premium Income Municipal Fund (NTC)
Nuveen
Georgia Dividend Advantage Municipal Fund (NZX)
Nuveen
Georgia Dividend Advantage Municipal Fund 2 (NKG)
Nuveen
Georgia Premium Income Municipal Fund (NPG)
Nuveen
Maryland Dividend Advantage Municipal Fund (NFM)
Nuveen
Maryland Dividend Advantage Municipal Fund 2
(NZR)
Nuveen
Maryland Dividend Advantage Municipal Fund 3
(NWI)
Nuveen
Maryland Premium Income Municipal Fund (NMY)
Nuveen
Massachusetts Dividend Advantage Municipal Fund (NMB)
Nuveen
Massachusetts Premium Income Municipal Fund (NMT)
Nuveen
Insured Massachusetts Tax-Free Advantage Municipal Fund
(NGX)
Nuveen
Michigan Dividend Advantage Municipal Fund (NZW)
Nuveen
Michigan Premium Income Municipal Fund, Inc. (NMP)
Nuveen
Michigan Quality Income Municipal Fund, Inc. (NUM)
Nuveen
Missouri Premium Income Municipal Fund (NOM)
Nuveen
New Jersey Dividend Advantage Municipal Fund (NXJ)
Nuveen
New Jersey Dividend Advantage Municipal Fund 2
(NUJ)
Nuveen
New Jersey Investment Quality Municipal Fund, Inc.
(NQJ)
Nuveen
New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen
North Carolina Dividend Advantage Municipal Fund (NRB)
1
Nuveen
North Carolina Dividend Advantage Municipal Fund 2
(NNO)
Nuveen
North Carolina Dividend Advantage Municipal Fund 3
(NII)
Nuveen
North Carolina Premium Income Municipal Fund (NNC)
Nuveen
Ohio Dividend Advantage Municipal Fund (NXI)
Nuveen
Ohio Dividend Advantage Municipal Fund 2 (NBJ)
Nuveen
Ohio Dividend Advantage Municipal Fund 3 (NVJ)
Nuveen
Ohio Quality Income Municipal Fund, Inc. (NUO)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund (NXM)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2
(NVY)
Nuveen
Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen
Pennsylvania Premium Income Municipal Fund 2
(NPY)
Nuveen
Texas Quality Income Municipal Fund (NTX)
Nuveen
Virginia Dividend Advantage Municipal Fund (NGB)
Nuveen
Virginia Dividend Advantage Municipal Fund 2
(NNB)
Nuveen
Virginia Premium Income Municipal Fund (NPV)
General
Information
This Joint Proxy Statement is furnished in connection with the
solicitation by the Board of Directors or Trustees (each a
“Board” and collectively, the “Boards,” and
each Director or Trustee, a “Board Member” and
collectively, the “Board Members”) of Nuveen Arizona
Premium Income Municipal Fund, Inc. (“Arizona Premium
Income”), Nuveen California Investment Quality Municipal
Fund, Inc. (“California Investment Quality”), Nuveen
California Municipal Market Opportunity Fund, Inc.
(“California Market Opportunity”), Nuveen California
Municipal Value Fund, Inc. (“California Value”),
Nuveen California Performance Plus Municipal Fund, Inc.
(“California Performance Plus”), Nuveen California
Quality Income Municipal Fund, Inc. (“California Quality
Income”), Nuveen California Select Quality Municipal Fund,
Inc. (“California Select Quality”), Nuveen Insured
California Premium Income Municipal Fund, Inc. (“Insured
California Premium Income”), Nuveen Insured California
Premium Income Municipal Fund 2, Inc. (“Insured
California Premium Income 2”), Nuveen Michigan Premium
Income Municipal Fund, Inc. (“Michigan Premium
Income”), Nuveen Michigan Quality Income Municipal Fund,
Inc. (“Michigan Quality Income”), Nuveen New Jersey
Investment Quality Municipal Fund, Inc. (“New Jersey
Investment Quality”), Nuveen New Jersey Premium Income
Municipal Fund, Inc. (“New Jersey Premium Income”) and
Nuveen Ohio Quality Income Municipal Fund, Inc. (“Ohio
Quality Income”), each a Minnesota Corporation (each
referred to herein as a “Minnesota Fund” and
collectively, the “Minnesota Funds”), and Nuveen
Floating Rate Income Fund (“Floating Rate”), Nuveen
Floating Rate Income Opportunity Fund (“Floating Rate
Income Opportunity”), Nuveen Senior Income Fund
(“Senior Income”), Nuveen Tax-Advantaged Floating Rate
Fund (“Tax-Advantaged Floating Rate”), Nuveen Arizona
Dividend Advantage Municipal Fund (“Arizona Dividend
Advantage”), Nuveen Arizona Dividend Advantage Municipal
Fund 2 (“Arizona Dividend Advantage 2”), Nuveen
Arizona Dividend Advantage Municipal Fund 3 (“Arizona
Dividend Advantage 3”), Nuveen California Dividend
Advantage Municipal Fund (“California Dividend
Advantage”), Nuveen California Dividend Advantage Municipal
Fund 2 (“California Dividend Advantage 2”),
Nuveen California Dividend Advantage Municipal Fund 3
(“California Dividend Advantage 3”), Nuveen California
Premium Income Municipal Fund (“California Premium
Income”), Nuveen Insured California Dividend Advantage
Municipal Fund (“Insured California Dividend
Advantage”), Nuveen Insured California Tax-Free Advantage
Municipal Fund (“Insured California Tax-Free
Advantage”), Nuveen Connecticut Dividend Advantage
Municipal Fund (“Connecticut Dividend Advantage”),
Nuveen Connecticut Dividend Advantage Municipal Fund 2
(“Connecticut Dividend Advantage 2”), Nuveen
2
Connecticut Dividend Advantage Municipal Fund 3
(“Connecticut Dividend Advantage 3”), Nuveen
Connecticut Premium Income Municipal Fund (“Connecticut
Premium Income”), Nuveen Georgia Dividend Advantage
Municipal Fund (“Georgia Dividend Advantage”), Nuveen
Georgia Dividend Advantage Municipal Fund 2 (“Georgia
Dividend Advantage 2”), Nuveen Georgia Premium Income
Municipal Fund (“Georgia Premium Income”), Nuveen
Maryland Dividend Advantage Municipal Fund (“Maryland
Dividend Advantage”), Nuveen Maryland Dividend Advantage
Municipal Fund 2 (“Maryland Dividend Advantage
2”), Nuveen Maryland Dividend Advantage Municipal
Fund 3 (“Maryland Dividend Advantage 3”), Nuveen
Maryland Premium Income Municipal Fund (“Maryland Premium
Income”), Nuveen Massachusetts Dividend Advantage Municipal
Fund (“Massachusetts Dividend Advantage”), Nuveen
Massachusetts Premium Income Municipal Fund (“Massachusetts
Premium Income”), Nuveen Insured Massachusetts Tax-Free
Advantage Municipal Fund (“Insured Massachusetts Tax-Free
Advantage”), Nuveen Michigan Dividend Advantage Municipal
Fund (“Michigan Dividend Advantage”), Nuveen Missouri
Premium Income Municipal Fund (“Missouri Premium
Income”), Nuveen New Jersey Dividend Advantage Municipal
Fund (“New Jersey Dividend Advantage”), Nuveen New
Jersey Dividend Advantage Municipal Fund 2 (“New
Jersey Dividend Advantage 2”), Nuveen North Carolina
Dividend Advantage Municipal Fund (“North Carolina Dividend
Advantage”), Nuveen North Carolina Dividend Advantage
Municipal Fund 2 (“North Carolina Dividend Advantage
2”), Nuveen North Carolina Dividend Advantage Municipal
Fund 3 (“North Carolina Dividend Advantage 3”),
Nuveen North Carolina Premium Income Municipal Fund (“North
Carolina Premium Income”), Nuveen Ohio Dividend Advantage
Municipal Fund (“Ohio Dividend Advantage”), Nuveen
Ohio Dividend Advantage Municipal Fund 2 (“Ohio
Dividend Advantage 2”), Nuveen Ohio Dividend Advantage
Municipal Fund 3 (“Ohio Dividend Advantage 3”),
Nuveen Pennsylvania Dividend Advantage Municipal Fund
(“Pennsylvania Dividend Advantage”), Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2
(“Pennsylvania Dividend Advantage 2”), Nuveen
Pennsylvania Investment Quality Municipal Fund
(“Pennsylvania Investment Quality”), Nuveen
Pennsylvania Premium Income Municipal Fund 2
(“Pennsylvania Premium Income 2”), Nuveen Texas
Quality Income Municipal Fund (“Texas Quality
Income”), Nuveen Virginia Dividend Advantage Municipal Fund
(“Virginia Dividend Advantage”), Nuveen Virginia
Dividend Advantage Municipal Fund 2 (“Virginia
Dividend Advantage 2”) and Nuveen Virginia Premium Income
Municipal Fund (“Virginia Premium Income”), each a
Massachusetts Business Trust (each 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 [31st floor
conference room] of Nuveen Investments, 333 West Wacker
Drive, Chicago, Illinois 60606, on Monday, November 30,
2009, at [9:30 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
Insured Funds (as defined below). Shareholders of a Fund who
execute proxies may revoke them at any time before they are
voted by filing with that Fund a written notice of revocation,
by delivering a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.
3
The Board of each Fund has determined that the use of this Joint
Proxy Statement for each Annual Meeting is in the best interest
of each Fund and its shareholders in light of the similar
matters being considered and voted on by the shareholders.
The following table indicates which shareholders are solicited
with respect to each matter:
| |
|
|
|
|
|
|
|
|
|
|
|
Matter
|
|
|
Common Shares
|
|
|
Preferred
Shares(1)
|
|
|
|
1(a)(i)
|
|
For each Minnesota Fund, except California Value, election of
seven (7) Board Members by all shareholders.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
1(a)(ii)
|
|
For each Minnesota Fund, except California Value, election of
two (2) Board Members by Preferred Shares only.
|
|
|
|
|
|
X
|
|
|
|
|
|
1(b)
|
|
For California Value, election of three (3) Board Members by all
shareholders.
|
|
|
X
|
|
|
N/A
|
|
|
|
|
|
1(c)(i)
|
|
For each Massachusetts Fund, election of two (2) Board Members
by all shareholders.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
1(c)(ii)
|
|
For each Massachusetts Business Trust, election of two (2) Board
Members by Preferred Shares only.
|
|
|
|
|
|
X
|
|
|
|
|
4
| |
|
|
|
|
|
|
|
|
|
|
|
Matter
|
|
|
Common Shares
|
|
|
Preferred
Shares(1)
|
|
|
|
2.
|
|
For Arizona Dividend Advantage, Arizona Dividend Advantage 2,
Arizona Dividend Advantage 3, Arizona Premium Income, California
Dividend Advantage, California Dividend Advantage 2, California
Dividend Advantage 3, California Investment Quality, California
Market Opportunity, California Performance Plus, California
Premium Income, California Quality Income, California Select
Quality, Connecticut Dividend Advantage, Connecticut Dividend
Advantage 2, Connecticut Dividend Advantage 3, Connecticut
Premium Income, Georgia Dividend Advantage 2, Georgia Premium
Income, Maryland Dividend Advantage, Maryland Dividend Advantage
2, Maryland Dividend Advantage 3, Massachusetts Dividend
Advantage, Massachusetts Premium Income, Michigan Dividend
Advantage, Michigan Premium Income, Missouri Premium Income, New
Jersey Dividend Advantage, New Jersey Dividend Advantage 2, New
Jersey Investment Quality, New Jersey Premium Income, North
Carolina Dividend Advantage, North Carolina Dividend Advantage
2, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Ohio
Dividend Advantage 3, Ohio Quality Income, Pennsylvania Dividend
Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania
Investment Quality, Pennsylvania Premium Income 2, Texas Quality
Income and Virginia Premium Income (each an “Affected
Municipal Fund”), to approve the elimination of fundamental
investment policies and/or to approve the new fundamental
investment policies.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
2(a)
|
|
For each Affected Municipal Fund, except Michigan Premium
Income, to approve the elimination of the Fund’s
fundamental investment policies relating to investments in
municipal securities and below investment grade securities.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
2(b)
|
|
For each Affected Municipal Fund, except Michigan Premium
Income, to approve the new fundamental policy relating to
investments in municipal securities.
|
|
|
X
|
|
|
X
|
|
|
|
|
5
| |
|
|
|
|
|
|
|
|
|
|
|
Matter
|
|
|
Common Shares
|
|
|
Preferred
Shares(1)
|
|
|
|
2(c)
|
|
For Arizona Premium Income, California Investment Quality,
California Market Opportunity, California Performance Plus,
California Premium Income, California Quality Income, California
Select Quality, Connecticut Premium Income, Georgia Premium
Income, Massachusetts Premium Income, Michigan Premium Income,
Missouri Premium Income, New Jersey Investment Quality, New
Jersey Premium Income, Ohio Quality Income, Pennsylvania
Investment Quality, Pennsylvania Premium Income 2, Texas Quality
Income and Virginia Premium Income (each a “Premium/Quality
Fund”), to approve the elimination of the Fund’s
fundamental policy relating to commodities.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
2(d)
|
|
For each Premium/Quality Fund, to approve the new fundamental
policy relating to commodities.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
2(e)
|
|
For each Premium/Quality Fund, to approve the elimination of the
Fund’s fundamental policies relating to derivatives and
short sales.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
2(f)
|
|
For each Premium/Quality Fund, to approve the elimination of the
Fund’s fundamental policy prohibiting investment in other
investment companies.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
3(a)
|
|
For Insured California Dividend Advantage, Insured California
Premium Income, Insured California Premium Income 2, Insured
California Tax-Free Advantage and Insured Massachusetts Tax-Free
Advantage (each an “Insured Fund”), to approve the
elimination of the Fund’s fundamental investment policies
relating to investments in insured municipal securities.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
3(b)
|
|
For each Insured Fund, to approve the new fundamental investment
policy relating to investments in insured municipal securities.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
3(c)
|
|
For Insured California Premium Income and Insured California
Premium Income 2, to approve the elimination of the Fund’s
fundamental policy relating to commodities.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
3(d)
|
|
For Insured California Premium Income and Insured California
Premium Income 2, to approve the new fundamental policy relating
to commodities.
|
|
|
X
|
|
|
X
|
|
|
|
|
6
| |
|
|
|
|
|
|
|
|
|
|
|
Matter
|
|
|
Common Shares
|
|
|
Preferred
Shares(1)
|
|
|
|
3(e)
|
|
For Insured California Premium Income and Insured California
Premium Income 2, to approve the elimination of the Fund’s
fundamental policies relating to derivatives and short sales.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
3(f)
|
|
For Insured California Premium Income and Insured California
Premium Income 2, to approve the elimination of the Fund’s
fundamental policy prohibiting investment in other investment
companies.
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
| (1) |
Taxable Auctioned Preferred Shares for Senior Income;
FundPreferred Shares for Floating Rate, Floating Rate Income
Opportunity and Tax-Advantaged Floating Rate; Variable Rate
Demand Preferred Shares for Insured California Tax-Free
Advantage; and Municipal Auction Rate Cumulative Preferred
Shares for each Municipal Fund, except California Value, are
referred to as “Preferred Shares.” California Value
has not issued Preferred Shares.
|
A quorum of shareholders is required to take action at each
Annual Meeting. A majority of the shares entitled to vote at
each Annual Meeting, represented in person or by proxy, will
constitute a quorum of shareholders at that Annual Meeting,
except that for the election of the two Board Member nominees to
be elected by holders of Preferred Shares of each Fund (except
California Value),
331/3%
of the Preferred Shares entitled to vote and represented in
person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Annual Meeting will be tabulated by the
inspectors of election appointed for that Annual Meeting. The
inspectors of election will determine whether or not a quorum is
present at the Annual Meeting. The inspectors of election will
treat abstentions and “broker non-votes” (i.e., shares
held by brokers or nominees, typically in “street
name,” as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote
and (ii) the broker or nominee does not have discretionary
voting power on a particular matter) as present for purposes of
determining a quorum.
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 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 Fund’s Common Shares and Preferred Shares,
voting together as a single class, and by the affirmative vote
of a majority of the Fund’s outstanding Preferred Shares,
voting as a separate class. For this purpose, a majority of the
outstanding shares means, as defined in the Investment Company
Act of 1940, as amended (the “1940 Act”), (a) 67%
or more of the voting securities present at the Annual Meeting,
if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy; or (b) more
than 50% of the outstanding voting securities, whichever is
less. For purposes of determining the approval of the
elimination of the fundamental investment policies and the
approval of the new fundamental investment policies, abstentions
and broker non-votes will have the same effect as shares voted
against the proposal.
Preferred Shares held in “street name” as to which
voting instructions have not been received from the beneficial
owners or persons entitled to vote as of one business day before
the Annual
7
Meeting, or, if adjourned, one business day before the day to
which the Annual Meeting is adjourned, and that would otherwise
be treated as “broker non-votes” may, pursuant to
Rule 452 of the New York Stock Exchange, be voted by the
broker on the proposal in the same proportion as the votes cast
by all holders of Preferred Shares as a class who have voted on
the proposal or in the same proportion as the votes cast by all
holders of Preferred Shares of the Fund who have voted on that
item. Rule 452 permits proportionate voting of Preferred
Shares with respect to a particular item if, among other things,
(i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the
holders of such shares with respect to such item and
(ii) less than 10% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of
meeting the 30% test, abstentions will be treated as shares
“voted” and, for the purpose of meeting the 10% test,
abstentions will not be treated as shares “voted”
against the item.
Those persons who were shareholders of record at the close of
business on October 2, 2009 will be entitled to one vote
for each share held and a proportionate fractional vote for each
fractional share held. As of October 2, 2009, the shares of
the Funds were issued and outstanding as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker Symbol*
|
|
Common Shares
|
|
|
Preferred Shares
|
|
|
|
|
|
|
|
|
Floating Rate Income
|
|
JFR
|
|
|
47,395,206
|
|
|
Series M
|
|
|
1,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T
|
|
|
1,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
1,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,650
|
|
|
|
|
|
|
|
|
|
|
Floating Rate Income Opportunity
|
|
JRO
|
|
|
28,419,322
|
|
|
Series M
|
|
|
1,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,332
|
|
|
|
|
|
|
|
|
|
|
Senior Income
|
|
NSL
|
|
|
29,834,353
|
|
|
Series TH
|
|
|
1,840
|
|
|
|
|
|
|
|
|
|
|
Tax-Advantaged Floating Rate
|
|
JFP
|
|
|
13,868,283
|
|
|
Series TH
|
|
|
920
|
|
|
|
|
|
|
|
|
|
|
Arizona Dividend Advantage
|
|
NFZ
|
|
|
1,550,199
|
|
|
Series T
|
|
|
480
|
|
|
|
|
|
|
|
|
|
|
Arizona Dividend Advantage 2
|
|
NKR
|
|
|
2,440,349
|
|
|
Series W
|
|
|
740
|
|
|
|
|
|
|
|
|
|
|
Arizona Dividend Advantage 3
|
|
NXE
|
|
|
3,067,630
|
|
|
Series M
|
|
|
880
|
|
|
|
|
|
|
|
|
|
|
Arizona Premium Income
|
|
NAZ
|
|
|
4,469,154
|
|
|
Series TH
|
|
|
1,200
|
|
|
|
|
|
|
|
|
|
|
California Dividend Advantage
|
|
NAC
|
|
|
23,480,254
|
|
|
Series TH
|
|
|
2,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,711
|
|
|
|
|
|
|
|
|
|
|
California Dividend Advantage 2
|
|
NVX
|
|
|
14,797,422
|
|
|
Series M
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
California Dividend Advantage 3
|
|
NZH
|
|
|
24,132,334
|
|
|
Series M
|
|
|
3,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,199
|
|
|
|
|
|
|
|
|
|
|
California Investment Quality
|
|
NQC
|
|
|
13,580,232
|
|
|
Series M
|
|
|
3,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
746
|
|
|
|
|
|
|
|
|
|
|
California Market Opportunity
|
|
NCO
|
|
|
8,168,248
|
|
|
Series W
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
520
|
|
|
|
|
|
|
|
|
|
|
California Value
|
|
NCA
|
|
|
25,253,681
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Performance Plus
|
|
NCP
|
|
|
12,965,742
|
|
|
Series T
|
|
|
1,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,697
|
|
|
|
|
|
|
|
8
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker Symbol*
|
|
Common Shares
|
|
|
Preferred Shares
|
|
|
|
|
|
|
|
|
California Premium Income
|
|
NCU
|
|
|
5,775,188
|
|
|
Series M
|
|
|
1,720
|
|
|
|
|
|
|
|
|
|
|
California Quality Income
|
|
NUC
|
|
|
22,020,090
|
|
|
Series M
|
|
|
1,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,676
|
|
|
|
|
|
|
|
|
|
|
California Select Quality
|
|
NVC
|
|
|
23,129,870
|
|
|
Series T
|
|
|
2,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
1,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
3,174
|
|
|
|
|
|
|
|
|
|
|
Insured California Dividend Advantage
|
|
NKL
|
|
|
15,286,005
|
|
|
Series T
|
|
|
2,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
2,165
|
|
|
|
|
|
|
|
|
|
|
Insured California Premium Income
|
|
NPC
|
|
|
6,459,832
|
|
|
Series T
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
Insured California Premium Income 2
|
|
NCL
|
|
|
12,716,370
|
|
|
Series T
|
|
|
1,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,596
|
|
|
|
|
|
|
|
|
|
|
Insured California Tax-Free Advantage
|
|
NKX
|
|
|
5,886,667
|
|
|
Series 1
|
|
|
355
|
|
|
|
|
|
|
|
|
|
|
Connecticut Dividend Advantage
|
|
NFC
|
|
|
2,580,246
|
|
|
Series T
|
|
|
780
|
|
|
|
|
|
|
|
|
|
|
Connecticut Dividend Advantage 2
|
|
NGK
|
|
|
2,316,806
|
|
|
Series W
|
|
|
700
|
|
|
|
|
|
|
|
|
|
|
Connecticut Dividend Advantage 3
|
|
NGO
|
|
|
4,365,873
|
|
|
Series F
|
|
|
1,280
|
|
|
|
|
|
|
|
|
|
|
Connecticut Premium Income
|
|
NTC
|
|
|
5,363,976
|
|
|
Series TH
|
|
|
1,532
|
|
|
|
|
|
|
|
|
|
|
Georgia Dividend Advantage
|
|
NZX
|
|
|
1,969,350
|
|
|
Series M
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
Georgia Dividend Advantage 2
|
|
NKG
|
|
|
4,554,375
|
|
|
Series F
|
|
|
1,320
|
|
|
|
|
|
|
|
|
|
|
Georgia Premium Income
|
|
NPG
|
|
|
3,805,652
|
|
|
Series TH
|
|
|
1,112
|
|
|
|
|
|
|
|
|
|
|
Maryland Dividend Advantage
|
|
NFM
|
|
|
4,187,933
|
|
|
Series M
|
|
|
1,280
|
|
|
|
|
|
|
|
|
|
|
Maryland Dividend Advantage 2
|
|
NZR
|
|
|
4,194,422
|
|
|
Series F
|
|
|
1,280
|
|
|
|
|
|
|
|
|
|
|
Maryland Dividend Advantage 3
|
|
NWI
|
|
|
5,363,909
|
|
|
Series T
|
|
|
1,560
|
|
|
|
|
|
|
|
|
|
|
Maryland Premium Income
|
|
NMY
|
|
|
10,640,076
|
|
|
Series W
|
|
|
1,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,760
|
|
|
|
|
|
|
|
|
|
|
Massachusetts Dividend Advantage
|
|
NMB
|
|
|
1,960,437
|
|
|
Series T
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
Massachusetts Premium Income
|
|
NMT
|
|
|
4,763,486
|
|
|
Series TH
|
|
|
1,360
|
|
|
|
|
|
|
|
|
|
|
Insured Massachusetts Tax-Free Advantage
|
|
NGX
|
|
|
2,723,242
|
|
|
Series W
|
|
|
820
|
|
|
|
|
|
|
|
|
|
|
Michigan Dividend Advantage
|
|
NZW
|
|
|
2,066,986
|
|
|
Series W
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
Michigan Premium Income
|
|
NMP
|
|
|
7,751,048
|
|
|
Series M
|
|
|
840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,400
|
|
|
|
|
|
|
|
|
|
|
Michigan Quality Income
|
|
NUM
|
|
|
11,714,953
|
|
|
Series TH
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
560
|
|
|
|
|
|
|
|
|
|
|
Missouri Premium Income
|
|
NOM
|
|
|
2,307,415
|
|
|
Series TH
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
New Jersey Dividend Advantage
|
|
NXJ
|
|
|
6,577,112
|
|
|
Series T
|
|
|
1,920
|
|
|
|
|
|
|
|
|
|
|
New Jersey Dividend Advantage 2
|
|
NUJ
|
|
|
4,523,121
|
|
|
Series W
|
|
|
1,380
|
|
|
|
|
|
|
|
|
|
|
New Jersey Investment Quality
|
|
NQJ
|
|
|
20,484,322
|
|
|
Series M
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,280
|
|
|
|
|
|
|
|
9
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Ticker Symbol*
|
|
Common Shares
|
|
|
Preferred Shares
|
|
|
|
|
|
|
|
|
New Jersey Premium Income
|
|
NNJ
|
|
|
12,049,496
|
|
|
Series T
|
|
|
624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
1,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,600
|
|
|
|
|
|
|
|
|
|
|
North Carolina Dividend Advantage
|
|
NRB
|
|
|
2,264,699
|
|
|
Series T
|
|
|
680
|
|
|
|
|
|
|
|
|
|
|
North Carolina Dividend Advantage 2
|
|
NNO
|
|
|
3,749,642
|
|
|
Series F
|
|
|
1,120
|
|
|
|
|
|
|
|
|
|
|
North Carolina Dividend Advantage 3
|
|
NII
|
|
|
3,932,730
|
|
|
Series W
|
|
|
1,120
|
|
|
|
|
|
|
|
|
|
|
North Carolina Premium Income
|
|
NNC
|
|
|
6,351,838
|
|
|
Series TH
|
|
|
1,872
|
|
|
|
|
|
|
|
|
|
|
Ohio Dividend Advantage
|
|
NXI
|
|
|
4,244,093
|
|
|
Series W
|
|
|
1,240
|
|
|
|
|
|
|
|
|
|
|
Ohio Dividend Advantage 2
|
|
NBJ
|
|
|
3,121,477
|
|
|
Series F
|
|
|
960
|
|
|
|
|
|
|
|
|
|
|
Ohio Dividend Advantage 3
|
|
NVJ
|
|
|
2,158,458
|
|
|
Series T
|
|
|
660
|
|
|
|
|
|
|
|
|
|
|
Ohio Quality Income
|
|
NUO
|
|
|
9,746,032
|
|
|
Series M
|
|
|
680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH1
|
|
|
1,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH2
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Dividend Advantage
|
|
NXM
|
|
|
3,332,584
|
|
|
Series T
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Dividend Advantage 2
|
|
NVY
|
|
|
3,725,809
|
|
|
Series M
|
|
|
1,140
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Investment Quality
|
|
NQP
|
|
|
16,161,598
|
|
|
Series T
|
|
|
880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Premium Income 2
|
|
NPY
|
|
|
15,670,651
|
|
|
Series M
|
|
|
844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
Texas Quality Income
|
|
NTX
|
|
|
9,495,144
|
|
|
Series M
|
|
|
760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
Virginia Dividend Advantage
|
|
NGB
|
|
|
3,133,733
|
|
|
Series W
|
|
|
960
|
|
|
|
|
|
|
|
|
|
|
Virginia Dividend Advantage 2
|
|
NNB
|
|
|
5,734,157
|
|
|
Series M
|
|
|
1,680
|
|
|
|
|
|
|
|
|
|
|
Virginia Premium Income
|
|
NPV
|
|
|
8,933,535
|
|
|
Series T
|
|
|
832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH
|
|
|
1,720
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The Common Shares of all of the
Funds are listed on the NYSE Amex, except JFR, JRO, NSL, JFP,
NAZ, NAC, NQC, NCO, NCA, NCP, NUC, NVC, NPC, NCL, NTC, NMY, NMT,
NMP, NUM, NQJ, NNJ, NNC, NUO, NQP, NPY, NTX and NPV, which are
listed on the New York Stock Exchange.
|
|
|
|
1.
|
Election
of Board Members
|
Minnesota
Funds
At the Annual Meeting of each Minnesota Fund, except California
Value, Board Members are to be elected to serve until the next
annual meeting or until their successors have been duly elected
and qualified. Under the terms of each Minnesota Fund’s
organizational documents (except California Value), under normal
circumstances, holders of Preferred Shares are entitled to elect
two (2) Board Members, and the remaining Board Members are
to be elected by holders of Common Shares and Preferred Shares,
voting together as a single class. Pursuant to the
organizational documents of California Value, its Board is
divided into three classes, with each class being elected to
serve until the third succeeding annual meeting subsequent to
their election or thereafter in each case when their respective
successors are duly elected and
10
qualified. For California Value, three (3) Board Members
are nominated to be elected at this Annual Meeting.
(a) For each Minnesota Fund, except California Value:
|
|
|
| |
(i)
|
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 California Value: three (3) Board Members are to
be elected by all shareholders.
|
With respect to California 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.
Massachusetts
Funds
Pursuant to the organizational documents of each Massachusetts
Fund, each Board is divided into three classes, Class I,
Class II and Class III, to be elected by the holders
of the outstanding Common Shares and any outstanding Preferred
Shares, voting together as a single class to serve until the
third succeeding annual meeting subsequent to their election or
thereafter, in each case until their successors have been duly
elected and qualified. For each Massachusetts Fund, under normal
circumstances, holders of Preferred Shares are entitled to elect
two (2) Board Members. The Board Members elected by holders
of Preferred Shares will be elected to serve until the next
annual meeting or until their successors have been duly elected
and qualified.
(c) For each Massachusetts Fund:
|
|
|
| |
(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
|
11
|
|
|
| |
|
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.
|
|
|
|
| |
(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.
|
It is the intention of the persons named in the enclosed proxy
to vote the shares represented thereby for the election of the
nominees listed in the table below unless the proxy is marked
otherwise. Each of the nominees has agreed to serve as a Board
Member of each Fund if elected. However, should any nominee
become unable or unwilling to accept nomination for election,
the proxies will be voted for substitute nominees, if any,
designated by that Fund’s present Board.
For each Minnesota Fund, except for California Value, all Board
Member nominees, were last elected to each Fund’s Board at
the annual meeting of shareholders held on November 18,
2008 and adjourned to January 13, 2009 and March 17,
2009.
For California Value, Board Members Amboian, Kundert and Toth
were last elected as Class II Board Members at the annual
meeting of shareholders held on November 18, 2008 and
adjourned to January 13, 2009 and March 17, 2009.
Board Member Hunter was last elected as a Class I Board
Member of the Board of California Value at the annual meeting of
shareholders held on November 18, 2008 and adjourned to
January 13, 2009 and March 17, 2009. Board Members
Stockdale and Stone were last elected as Class I Board
Members of the Board of California Value at the annual meeting
of shareholders held on December 18, 2007. Board Members
Bremner, Evans and Schneider were last elected as Class III
Board Members at the annual meeting of shareholders held on
November 14, 2006.
For each Massachusetts Fund, Board Members Amboian, Kundert and
Toth were last elected to each Fund’s Board as
Class II Board Members and Board Members Hunter and
Schneider were last elected to each Fund’s Board at the
annual meeting of shareholders held on November 18, 2008
and adjourned to January 13, 2009 and March 17, 2009.
For each Massachusetts Fund, except Floating Rate, Floating Rate
Income Opportunity, Tax-Advantage Floating Rate, California
Dividend Advantage, California Dividend Advantage 2, California
Dividend Advantage 3, California Premium Income, Insured
California Dividend Advantage, Insured California Tax-Free
Advantage, Maryland Dividend Advantage 3 and New Jersey Dividend
Advantage, Board Members Stockdale and Stone were last elected
to each Fund’s Board as Class I Board Members at the
annual meeting of shareholders held on October 12, 2007.
For Floating Rate Income, Floating Rate Income Opportunity and
Maryland Dividend Advantage 3, Board Members Stockdale and Stone
were last elected to each Fund’s Board as Class I
Board Members at the annual meeting of shareholders held on
October 12, 2007, which was adjourned to October 22,
2007. For New Jersey Dividend Advantage, Board Members Stockdale
and Stone were last elected to each Fund’s Board as
Class I Board Members at the annual meeting of shareholders
held on October 12, 2007 and adjourned to October 22,
2007 and November 8, 2007. For Tax-Advantaged Floating
Rate, Board Members Stockdale and Stone were last elected to the
Fund’s Board as Class I Board Members at the
12
annual meeting of shareholders held on October 12, 2007 and
adjourned to October 22, 2007, November 12, 2007 and
November 30, 2007.
For each Massachusetts Fund, except California Dividend
Advantage, California Dividend Advantage 2, California Dividend
Advantage 3, California Premium Income, Insured California
Dividend Advantage and Insured California Tax-Free Advantage,
Board Members Bremner and Evans were last elected to each
Fund’s Board at the annual meeting of shareholders held on
November 14, 2006.
For California Dividend Advantage, California Dividend Advantage
2, California Dividend Advantage 3, California Premium Income,
Insured California Dividend Advantage and Insured California
Tax-Free Advantage, Board Members Stockdale and Stone were last
elected to each Fund’s Board as Class I Board Members
at the annual meeting of shareholders held on December 18,
2007. Board Members Bremner and Evans were last elected to each
Fund’s Board at the annual meeting of shareholders held on
November 14, 2006.
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 Nuveen Asset Management (the
“Adviser” or “NAM”) and have never been an
employee or director of Nuveen Investments, Inc.
(“Nuveen”), the Adviser’s parent company, or any
affiliate. Accordingly, such Board Members are deemed
“Independent Board Members.”
The Board unanimously recommends that shareholders vote FOR
the election of the nominees named below.
13
Board
Nominees/Board Members
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Number of
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Portfolios
|
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in Fund
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Other
|
|
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|
|
|
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|
|
Complex
|
|
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Director-
|
|
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|
Term of Office
|
|
|
|
Overseen
|
|
|
ships Held
|
Name, Address
|
|
Position(s)
|
|
and Length
|
|
Principal Occupation(s)
|
|
by Board
|
|
|
by Board
|
|
and Birth Date
|
|
Held with Fund
|
|
of Time
Served(1)
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During Past 5 Years
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|
Member
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Member
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Nominees/Board Members who are not interested persons of the
Funds
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Robert P. Bremner
c/o Nuveen
Investments, Inc. 333 West Wacker Drive Chicago, IL
60606
(8/22/40)
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|
Chairman of the Board, Board Member
|
|
Term: Annual or Class III Board Member until 2009
Length of Service: Since 1996; Chairman of the Board Since 2008; Lead Independent Director (2005-2008)
|
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Private Investor and Management Consultant; Treasurer and
Director, Humanities Council of Washington D.C.
|
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200
|
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N/A
|
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Jack B. Evans
c/o Nuveen
Investments, Inc. 333 West Wacker Drive Chicago, IL
60606
(10/22/48)
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|
Board Member
|
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Term: Annual or Class III Board Member until 2009
Length of Service: Since 1999
|
|
President, The Hall-Perrine Foundation, a private philanthropic
corporation (since 1996); Director and Vice Chairman, United
Fire Group, a publicly held company; Member of the Board of
Regents for the State of Iowa University System; Director,
Gazette Companies; Life Trustee of Coe College and Iowa College
Foundation; Member of the Advisory Council of the Department of
Finance in the Tippie College of Business, University of Iowa;
formerly, Director, Alliant Energy; formerly, Director, Federal
Reserve Bank of Chicago; formerly, President and Chief Operating
Officer, SCI Financial Group, Inc., a regional financial
services firm.
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200
|
|
|
See Principal Occupation Description
|
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14
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Number of
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Portfolios
|
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|
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in Fund
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Other
|
|
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|
|
Complex
|
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|
Director-
|
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Term of Office
|
|
|
|
Overseen
|
|
|
ships Held
|
Name, Address
|
|
Position(s)
|
|
and Length
|
|
Principal Occupation(s)
|
|
by Board
|
|
|
by Board
|
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and Birth Date
|
|
Held with Fund
|
|
of Time
Served(1)
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During Past 5 Years
|
|
Member
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|
Member
|
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William C. Hunter
c/o Nuveen
Investments, Inc. 333 West Wacker Drive Chicago, IL
60606
(3/6/48)
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Board Member
|
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Term: Annual or Class II Board Member until 2010
Length of Service: Since 2004
|
|
Dean, Tippie College of Business, University of Iowa (since
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
|
|
|
|
|
|
|
|
|
|
|
|
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David J. Kundert
c/o Nuveen
Investments, Inc. 333 West Wacker Drive Chicago, IL
60606
(10/28/42)
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Board Member
|
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Term: Annual or Class II Board Member until 2011
Length of Service: Since 2005
|
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Director, Northwestern Mutual Wealth Management Company; retired
(2004) as Chairman, JPMorgan Fleming Asset Management, President
and CEO, Banc One Investment Advisors Corporation, and
President, One Group Mutual Funds; prior thereto, Executive Vice
President, Bank One Corporation and Chairman and CEO, Banc One
Investment Management Group; Board of Regents, Luther College;
member of the Wisconsin Bar Association; member of Board of
Directors, Friends of Boerner Botanical Gardens; member of
Investment Committee, Greater Milwaukee Foundation.
|
|
|
200
|
|
|
See Principal Occupation Description
|
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15
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Number of
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|
Portfolios
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|
|
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in Fund
|
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|
Other
|
|
|
|
|
|
|
|
|
|
Complex
|
|
|
Director-
|
|
|
|
|
|
Term of Office
|
|
|
|
Overseen
|
|
|
ships Held
|
Name, Address
|
|
Position(s)
|
|
and Length
|
|
Principal Occupation(s)
|
|
by Board
|
|
|
by Board
|
|
and Birth Date
|
|
Held with Fund
|
|
of Time
Served(1)
|
|
During Past 5 Years
|
|
Member
|
|
|
Member
|
|
|
|
|
William J. Schneider
c/o Nuveen
Investments, Inc. 333 West Wacker Drive Chicago, IL
60606
(9/24/44)
|
|
Board Member
|
|
Term: Annual or Class III Board Member until 2009
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
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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
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).
|
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200
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Complex
|
|
|
Director-
|
|
|
|
|
|
Term of Office
|
|
|
|
Overseen
|
|
|
ships Held
|
Name, Address
|
|
Position(s)
|
|
and Length
|
|
Principal Occupation(s)
|
|
by Board
|
|
|
by Board
|
|
and Birth Date
|
|
Held with Fund
|
|
of Time
Served(1)
|
|
During Past 5 Years
|
|
Member
|
|
|
Member
|
|
|
|
|
Terence J. Toth
c/o Nuveen
Investments, Inc. 333 West Wacker Drive Chicago, IL
60606
(9/29/59)
|
|
Board Member
|
|
Term: Annual or Class II Board Member until 2011
Length of Service: Since 2008
|
|
Director, Legal & General Investment Management America,
Inc. (since 2008); Managing Partner, 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
|
17
| |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Complex
|
|
|
Director-
|
|
|
|
|
|
Term of Office
|
|
|
|
Overseen
|
|
|
ships Held
|
Name, Address
|
|
Position(s)
|
|
and Length
|
|
Principal Occupation(s)
|
|
by Board
|
|
|
by Board
|
|
and Birth Date
|
|
Held with Fund
|
|
of Time
Served(1)
|
|
During Past 5 Years
|
|
Member
|
|
|
Member
|
|
|
|
|
|
Nominee/Board Member who is an interested person of the
Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John P.
Amboian(2)
333 West Wacker Drive Chicago, IL 60606
(6/14/61)
|
|
Board Member
|
|
Term: Annual or Class II Board Member until 2011
Length of Service: Since 2008
|
|
Chief Executive Officer (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.(3)
|
|
|
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)
|
|
“Interested person” as
defined in the 1940 Act, by reason of being an officer and
director of each Fund’s Adviser.
|
| |
|
(3)
|
|
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. were merged 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 640,000 shares of all funds managed by NAM
(including shares held by the Board Members through the Deferred
Compensation Plan for Independent Board Members and by executive
officers in Nuveen’s 401 (k)/profit sharing plan).] [As of
October 2, 2009, each Board Member’s individual
beneficial shareholdings of each Fund constituted less than 1%
of the outstanding shares of each Fund. As of October 2,
2009, the Board Members and executive officers as a group
beneficially owned less than 1% of the outstanding shares of
each Fund. As of October 2, 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
18
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, dividend
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.
19
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|
Aggregate Compensation from the
Funds(2)
|
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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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Carol 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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|
Floating Rate Income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Floating Rate Income Opportunity
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
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|
—
|
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|
—
|
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|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Senior Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Tax-Advantaged Floating Rate
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Arizona Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Arizona Dividend Advantage 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
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|
—
|
|
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|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
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|
|
Arizona Dividend Advantage 3
|
|
|
—
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|
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|
—
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|
|
—
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|
—
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—
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|
—
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|
—
|
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|
—
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|
Arizona Premium Income
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|
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—
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—
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—
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—
|
|
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|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Dividend Advantage
|
|
|
—
|
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|
|
—
|
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|
—
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|
—
|
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|
—
|
|
|
|
—
|
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|
|
—
|
|
|
|
—
|
|
|
California Dividend Advantage 2
|
|
|
—
|
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|
—
|
|
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|
—
|
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|
|
—
|
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—
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—
|
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|
—
|
|
|
|
—
|
|
|
California Dividend Advantage 3
|
|
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—
|
|
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|
—
|
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|
—
|
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—
|
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—
|
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|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Investment Quality
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Market Opportunity
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Value
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Performance Plus
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Quality Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Select Quality
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Insured California Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Insured California Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Insured California Premium Income 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Insured California Tax-Free Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Connecticut Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Connecticut Dividend Advantage 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Connecticut Dividend Advantage 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Connecticut Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
20
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Compensation from the
Funds(2)
|
|
|
|
|
|
|
|
Robert P.
|
|
|
Jack B.
|
|
|
William C.
|
|
|
David J.
|
|
|
William J.
|
|
|
Judith M.
|
|
|
Carol E.
|
|
|
Terence J.
|
|
|
Fund
|
|
Bremner
|
|
|
Evans
|
|
|
Hunter
|
|
|
Kundert
|
|
|
Schneider
|
|
|
Stockdale
|
|
|
Stone
|
|
|
Toth
|
|
|
|
|
|
|
|
Georgia Dividend Advantage
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Georgia Dividend Advantage 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Georgia Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Maryland Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Maryland Dividend Advantage 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Maryland Dividend Advantage 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Maryland Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Massachusetts Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Massachusetts Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Insured Massachusetts Tax-Free Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Michigan Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Michigan Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Michigan Quality Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Missouri Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
New Jersey Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
New Jersey Dividend Advantage 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
New Jersey Investment Quality
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
New Jersey Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
North Carolina Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
North Carolina Dividend Advantage 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
North Carolina Dividend Advantage 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
North Carolina Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Ohio Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Ohio Dividend Advantage 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Ohio Dividend Advantage 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Ohio Quality Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Pennsylvania Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Pennsylvania Dividend Advantage 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Pennsylvania Investment Quality
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Pennsylvania Premium Income 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Texas Quality Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Virginia Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Virginia Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Total Compensation from Nuveen Funds Paid to Board Members/
Nominees(1)
|
|
[$
|
216,138
|
|
|
$
|
189,578
|
|
|
$
|
120,659
|
|
|
$
|
128,240
|
|
|
$
|
140,917
|
|
|
$
|
160,362
|
|
|
$
|
171,750
|
|
|
$
|
28,695]
|
|
|
|
|
|
|
|
| (1) |
Based on the total compensation paid, including deferred fees
(including the return from the assumed investment in the
eligible Nuveen funds), to the Board Members for the calendar
year ended December 31, 2008 for services to the Nuveen
open-end and closed-end funds advised by NAM.
|
21
|
|
| (2) |
Includes deferred fees. Pursuant to a deferred compensation
agreement with certain of the Funds, deferred amounts are
treated as though an equivalent dollar amount has been invested
in shares of one or more Participating Funds. Total deferred
fees for the Funds (including the return from the assumed
investment in the Participating Funds) payable are:
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert P.
|
|
|
Jack B.
|
|
|
William C.
|
|
|
David J.
|
|
|
William J.
|
|
|
Judith M.
|
|
|
Carol E.
|
|
|
Terence J.
|
|
|
Fund
|
|
Bremner
|
|
|
Evans
|
|
|
Hunter
|
|
|
Kundert
|
|
|
Schneider
|
|
|
Stockdale
|
|
|
Stone
|
|
|
Toth
|
|
|
|
|
|
|
|
Floating Rate Income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Floating Rate Income Opportunity
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Senior Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Tax-Advantaged Floating Rate
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Dividend Advantage 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Dividend Advantage 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Investment Quality
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Value
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Performance Plus
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Quality Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
California Select Quality
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Insured California Dividend Advantage
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Insured California Premium Income 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Michigan Quality Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
New Jersey Investment Quality
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
New Jersey Premium Income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Pennsylvania Investment Quality
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Pennsylvania Premium Income 2
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
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|
|
—
|
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|
|
—
|
|
|
|
—
|
|
|
|
|
|
22
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
Fund’s 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 Fund’s Board has an audit committee, in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the “1934 Act”), that is
composed of Independent Board Members who are also
“independent” as that term is defined in the listing
standards pertaining to closed-end funds of the New York Stock
Exchange 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 firm’s
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
23
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 Fund’s Board. In addition, the
committee oversees matters of corporate governance, including
the evaluation of Board performance and processes, and
assignment and rotation of committee members, and the
establishment of corporate governance guidelines and procedures,
to the extent necessary or desirable. The committee operates
under a written charter adopted and approved by the Boards of
each Fund, a copy of which is available on the Funds’
website at www.nuveen.com/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 Fund’s Board should mail information to the attention
of Lorna Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606. This information must include evidence of Fund ownership
of the person or entity recommending the candidate, a full
listing of the proposed candidate’s education, experience,
current employment, date of birth, names and addresses of at
least three professional references, information as to whether
the candidate is an “interested person” (as such term
is defined in the 1940 Act) in relation to the Fund and such
other information that would be helpful to the nominating and
governance committee in evaluating the candidate. All
satisfactorily completed information regarding candidates will
be forwarded to the chairman of the nominating and governance
committee and the outside counsel to the Independent Board
Members. Recommendations for candidates to the Board will be
evaluated in light of whether the number of Board members is
expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged,
although there may be times when the committee is not actively
recruiting new Board members. In those circumstances nominations
will be kept on file until active recruitment is under way.
The nominating and governance committee sets appropriate
standards and requirements for nominations to the Board. In
considering a candidate’s qualifications, each candidate
must meet certain basic requirements, including relevant skills
and experience, time availability and, if qualifying as an
Independent Board Member candidate, independence from the
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
reserves the right to make the final selection regarding the
nomination of any prospective Board member.
24
The number of regular quarterly meetings and special meetings
held by the Board of each Fund during the Fund’s last
fiscal year is shown in Appendix C. During the last fiscal
year, each Board Member attended 75% or more of each Fund’s
Board meetings and the committee meetings (if a member thereof)
held during the period for which such Board Member was a Board
Member. The policy of the Board relating to attendance by Board
Members at annual meetings of the Funds and the number of Board
Members who attended the last annual meeting of shareholders of
each Fund is posted on the Funds’ website at
www.nuveen.com/CEF/Info/Shareholder/.
25
The
Officers
The following table sets forth information with respect to each
officer of the Funds. Officers receive no compensation from the
Funds. The officers are elected by the Board on an annual basis
to serve until successors are elected and qualified.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
Term of Office
|
|
|
|
in Fund
|
|
|
|
|
Position(s)
|
|
and
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Length of Time
|
|
Principal Occupation(s)
|
|
Served by
|
|
|
and Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past 5 Years
|
|
Officer
|
|
|
|
|
|
|
Gifford R. Zimmerman
333 West Wacker Drive
Chicago, IL 60606
(9/9/56)
|
|
Chief Administrative Officer
|
|
Term: Annual
Length of Service: Since 1988
|
|
Managing Director (since 2002), Assistant Secretary and
Associate General Counsel 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.
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Williams Adams IV
333 West Wacker Drive
Chicago, IL 60606
(6/9/55)
|
|
Vice President
|
|
Term: Annual
Length of Service: Since 2007
|
|
Executive Vice President, U.S. Structured Products of Nuveen
Investments, LLC (since 1999), prior thereto, Managing Director
of Structured Investments.
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
Term of Office
|
|
|
|
in Fund
|
|
|
|
|
Position(s)
|
|
and
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Length of Time
|
|
Principal Occupation(s)
|
|
Served by
|
|
|
and Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past 5 Years
|
|
Officer
|
|
|
|
|
|
|
Mark J.P. Anson
333 West Wacker Drive
Chicago, IL 60606
(6/10/59)
|
|
Vice President
|
|
Term: Annual
Length of Service: Since 2009
|
|
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.
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cedric H. Antosiewicz
333 West Wacker Drive
Chicago, IL 60606
(1/11/62)
|
|
Vice President
|
|
Term: Annual
Length of Service: Since 2007
|
|
Managing Director (since 2004), previously, Vice President
(1993-2004) of Nuveen Investments LLC.
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nizida Arriaga
333 West Wacker Drive
Chicago, IL 60606
(6/1/68)
|
|
Vice President
|
|
Term: Annual
Length of Service: Since 2009
|
|
Vice President of Nuveen Investments, LLC (since 2007);
previously, Portfolio Manager, Allstate Investments, LLC
(1996-2006); Chartered Financial Analyst.
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Atkinson
333 West Wacker Drive
Chicago, IL 60606
(2/3/66)
|
|
Vice President and Assistant Secretary
|
|
Term: Annual
Length of Service: Since 2002
|
|
Vice President (since 2002) of Nuveen Investments, LLC; Vice
President of Nuveen Asset Management (since 2005).
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Margo L. Cook
333 West Wacker Drive
Chicago, IL 60606
(4/11/64)
|
|
Vice President
|
|
Term: Annual
Length of Service: Since 2009
|
|
Executive Vice President (since 2008) of Nuveen 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.
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen D. Foy
333 West Wacker Drive
Chicago, IL 60606
(5/31/54)
|
|
Vice President and Controller
|
|
Term: Annual
Length of Service: Since 1993
|
|
Vice President (since 1993) and Funds Controller (since 1998) of
Nuveen Investments, LLC; Vice President (since 2005) of Nuveen
Asset Management; Certified Public Accountant.
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
Term of Office
|
|
|
|
in Fund
|
|
|
|
|
Position(s)
|
|
and
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Length of Time
|
|
Principal Occupation(s)
|
|
Served by
|
|
|
and Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past 5 Years
|
|
Officer
|
|
|
|
|
|
|
William T. Huffman
333 West Wacker Drive
Chicago, IL 60606
(5/7/69)
|
|
Vice President
|
|
Term: Annual
Length of Service: Since 2009
|
|
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.
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter M. Kelly
333 West Wacker Drive
Chicago, IL 60606
(2/24/70)
|
|
Chief Compliance Officer and Vice President
|
|
Term: Annual
Length of Service: Since 2003
|
|
Senior Vice President (since 2008) formerly, Vice President
(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).
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David J. Lamb
333 West Wacker Drive
Chicago, IL 60606
(3/22/63)
|
|
Vice President
|
|
Term: Annual
Length of Service: Since 2000
|
|
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.
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tina M. Lazar
333 West Wacker Drive
Chicago, IL 60606
(8/27/61)
|
|
Vice President
|
|
Term: Annual
Length of Service: Since 2002
|
|
Senior Vice President (since 2009), formerly, Vice President
(1999-2009) of Nuveen Investments, LLC; Vice President of Nuveen
Asset Management (since 2005).
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
Term of Office
|
|
|
|
in Fund
|
|
|
|
|
Position(s)
|
|
and
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Length of Time
|
|
Principal Occupation(s)
|
|
Served by
|
|
|
and Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past 5 Years
|
|
Officer
|
|
|
|
|
|
|
Larry W. Martin
333 West Wacker Drive
Chicago, IL 60606
(7/27/51)
|
|
Vice President and Assistant Secretary
|
|
Term: Annual
Length of Service: Since 1988
|
|
Vice President, Assistant Secretary and Assistant General
Counsel of Nuveen Investments, LLC; Vice President, Assistant
General Counsel and Assistant Secretary of Nuveen Investments,
Inc.; Vice President (since 2005) and Assistant Secretary (since
1997) of Nuveen Asset Management; Vice President 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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29
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Number of
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Portfolios
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Term of Office
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in Fund
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Position(s)
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and
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Complex
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Name, Address
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Held with
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Length of Time
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Principal Occupation(s)
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Served by
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and Birthdate
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Fund
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Served(1)
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During Past 5 Years
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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
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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.
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200
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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
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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).
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200
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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.
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200
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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).
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200
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(1)
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Length of Time Served indicates the
year the individual became an officer of a fund in the Nuveen
fund complex.
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(2)
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Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. were reorganized into Nuveen Asset
Management, effective January 1, 2005.
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2.
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Approval
of the Elimination of Fundamental Investment Policies and
Approval of New Fundamental Policies for each Affected Municipal
Fund
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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
30
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.
Nuveen’s 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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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.
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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 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”).
31
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(a)
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Elimination of Fundamental Policies Relating to Investments
in Municipal Securities and Below Investment Grade Securities
(All Affected Municipal Funds except Michigan Premium Income)
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The Current Fundamental Policies with respect to each Affected
Municipal Fund’s investments in municipal securities and
the ability to invest in below investment grade securities that
are proposed to be eliminated are as follows:
Arizona Dividend Advantage, Arizona Dividend Advantage 2,
Connecticut Dividend Advantage, Maryland Dividend Advantage,
Maryland Dividend Advantage 2, Massachusetts Dividend Advantage,
Michigan Dividend Advantage, New Jersey Dividend Advantage,
North Carolina Dividend Advantage, North Carolina Dividend
Advantage 2, Ohio Dividend Advantage, Ohio Dividend Advantage 2
and Pennsylvania Dividend Advantage
(i) Under normal [circumstances/market conditions], the
Fund will invest its net assets in a portfolio of municipal
bonds that are exempt from regular federal and [State] 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.
Arizona Dividend Advantage 3, Connecticut Dividend Advantage
2, Connecticut Dividend Advantage 3, Georgia Dividend Advantage
2, Maryland Dividend Advantage 3, New Jersey Dividend Advantage
2, Ohio Dividend Advantage 3 and Pennsylvania Dividend Advantage
2
(i) The Fund [as a fundamental policy] may not, under
normal circumstances, invest less than 80% of the Fund’s
net assets (plus any borrowings for investment purposes) in
investments the income from which is exempt from both regular
federal and [State] income tax.
Arizona Premium Income, California Premium Income,
Connecticut Premium Income, Georgia Premium Income,
Massachusetts Premium Income, Missouri Premium Income, New
Jersey Premium Income, Ohio Quality Income, Pennsylvania Premium
Income, Texas Quality Income and Virginia Premium Income
(i) [Except to the extent the Fund invests in temporary
investments as described below and more fully in the Statement
of Additional Information], the Fund [will, as a fundamental
policy,] invest substantially all (in excess of 80%) of its
assets in tax-exempt [State] Municipal Obligations rated at the
time of purchase within the four highest grades (Baa or BBB or
better) by Moody’s Investors Services, Inc.
(“Moody’s”) or Standard & Poor’s
Corporation (“S&P”), or in unrated [State]
Municipal Obligations which, in the opinion of the Adviser, have
credit characteristics equivalent to, and will be of comparable
quality to, [State] Municipal Obligations rated within the four
highest grades by Moody’s or S&P, provided that the
Fund may not invest more than 20% of its assets in such unrated
[State] Municipal Obligations.
(ii) The Fund will not invest in any rated [State]
Municipal Obligations that are rated lower than Baa by
Moody’s or BBB by S&P at the time of purchase.
32
California Dividend Advantage
(i) The Fund will invest its net assets in a diversified
portfolio of municipal bonds that are exempt from regular
Federal and California income tax. Under normal market
conditions, 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.
(iii) The Fund may invest up to 20% of its net assets in
municipal bonds that are rated, at the time of investment, Ba/BB
or B by Moody’s, S&P or Fitch or that are unrated but
judged to be of comparable quality by Nuveen Advisory.
California Dividend Advantage 2 and California Dividend
Advantage 3
(i) The Fund will invest its net assets in a diversified
portfolio of municipal bonds that are exempt from regular
Federal and California income tax. Under normal market
conditions, the Fund expects to be fully invested (at least 95%
of its assets) in such tax-exempt municipal bonds.
California Investment Quality, California Market Opportunity,
California Performance Plus, New Jersey Investment Quality and
Pennsylvania Investment Quality
(i) Except to the extent that the Fund buys temporary
investments as described in [the Fund’s Statement of
Additional Information], the Fund will, as a fundamental policy,
invest substantially all of its assets (more than 80%) in
tax-exempt [State] municipal bonds that are rated at the time of
purchase within the four highest grades (Baa or BBB or better)
by Moody’s or Standard and Poor’s, except that the
Fund may invest up to 20% of its assets in unrated [State]
municipal bonds which, in Nuveen Advisory’s opinion, have
credit characteristics equivalent to, and are of comparable
quality to, municipal bonds so rated.
California Quality Income and California Select Quality
(i) Except to the extent that the Fund buys temporary
investments as described in [the Fund’s Statement of
Additional Information], the Fund will, as a fundamental policy,
invest substantially all of its assets (more than 80%) in
tax-exempt California municipal bonds that are rated at the time
of purchase within the four highest grades (Baa or BBB or
better) by Moody’s or Standard and Poor’s, except that
the Fund may invest up to 20% of its assets in unrated
California municipal bonds which, in Nuveen Advisory’s
opinion, have credit characteristics equivalent to, and are of
comparable quality to, California municipal bonds so rated.
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(b)
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Approval of New Fundamental Policy Relating to Investments in
Municipal Securities (All Affected Municipal Funds except
Michigan Premium Income)
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The following New Fundamental Policy will replace each Affected
Municipal Fund’s 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
33
shareholder approval of the elimination of each Affected
Municipal Fund’s Current Fundamental Policy or Policies.
The proposed New Fundamental Policy with respect to each
Fund’s 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 [and state] income taxes.
In addition, the Board has adopted New Non-Fundamental Policies
with respect to investing in investment grade securities for
each Affected Municipal Fund, 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 Fund’s 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 Fund’s Managed Assets
may be invested in municipal securities rated below B3/B- or
that are unrated but judged to be of comparable quality by 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 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
34
also be issued to finance projects on a short term interim
basis, anticipating repayment with the proceeds on long term
debt. Municipal Obligations may be issued and purchased in the
form of bonds, notes, leases or certificates of participation;
structured as callable or noncallable; with payment forms
including fixed coupon, variable rate, zero coupon, capital
appreciation bonds, tender option bonds, and residual interest
bonds or inverse floating rate securities; or acquired through
investments in pooled vehicles, partnerships or other investment
companies. Inverse floating rate securities are securities that
pay interest at rates that vary inversely with changes in
prevailing short-term tax-exempt interest rates and represent a
leveraged investment in an underlying municipal security, which
may increase the effective leverage of the Fund.
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(c)
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Elimination of Fundamental Policies Relating to Commodities
(All Premium/Quality Funds)
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The Current Fundamental Policies relating to commodities that
are proposed to be eliminated are as follow:
Arizona Premium Income, California Investment Quality,
California Market Opportunity, California Performance Plus,
California Quality Income, California Select Quality, Michigan
Premium Income, New Jersey Investment Quality, New Jersey
Premium Income, Pennsylvania Investment Quality and Texas
Quality Income
(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.”*
California Premium Income, Connecticut Premium Income,
Georgia Premium Income, Massachusetts Premium Income, Missouri
Premium Income, Ohio Quality Income, Pennsylvania Premium Income
2 and Virginia Premium Income
(i) The Fund, as a fundamental policy, may not purchase or
sell commodities or commodities contracts, except for
transactions involving futures contracts that represent no more
than 10% of the Fund’s total assets and are otherwise
within the limits described in “Certain Trading Strategies
of The Fund — Financial Futures and Options
Transactions.”*
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(d)
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Approval of New Fundamental Policy Relating to Commodities
(All Premium/Quality Funds)
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It is proposed that each Premium/Quality Fund adopt a New
Fundamental Policy with respect to commodities. The adoption of
the following New Fundamental Policy for each Premium/Quality
Fund is contingent on shareholder approval of the elimination of
that
* References are to a Fund’s registration statement.
35
Premium/Quality Fund’s Current Fundamental Policy with
respect to commodities, as reflected in 2(c) 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).
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(e)
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Elimination of Fundamental Policies Relating to Derivatives
and Short Sales (All Premium/Quality Funds)
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The Current Fundamental Policies relating to derivatives and
short sales that are proposed to be eliminated are as follows:
Arizona Premium Income, California Investment Quality,
California Market Opportunity, California Performance Plus,
California Quality Income, California Select Quality, Michigan
Premium Income, New Jersey Investment Quality, New Jersey
Premium Income, Pennsylvania Investment Quality and Texas
Quality 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 to the extent that
the purchase of a stand-by commitment may be considered the
purchase of a put, and except for transactions involving options
within the limits described [in/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.”*
California Premium Income, Connecticut Premium Income,
Georgia Premium Income, Massachusetts Premium Income, Missouri
Premium Income, Ohio Quality Income, Pennsylvania Premium Income
2 and Virginia 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 to the extent that
the purchase of a stand-by commitment may be considered the
purchase of a put, and except for transactions involving options
that represent no more than 10% of the Fund’s total assets
and are otherwise within the limits described in “Certain
Trading Strategies of The Fund — Financial Futures and
Options Transactions.”*
(ii) The Fund may not purchase financial futures and
options except for futures and options that represent no more
than 10% of the Fund’s total assets and are
* References are to a Fund’s registration statement.
36
otherwise 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(e) above, the Board has adopted the following New
Non-Fundamental Policies for each of the above Premium/Quality
Funds. The New Non-Fundamental Policies are contingent on
shareholder approval of the elimination of that Premium/Quality
Fund’s 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
Fund’s net assets would be represented by futures contracts
or more than 5% of the Fund’s net assets would be committed
to initial margin deposits and premiums on futures contracts and
related options.
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(f)
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Elimination of the Fundamental Policy Prohibiting Investment
in Other Investment Companies (All Premium/Quality Funds)
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The Premium/Quality Funds do not have specific restrictions as
to investments in other investment companies. However, each such
Premium/Quality 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
[state] Municipal Obligations and temporary investments[,] as
described [in/under] “Investment Objective and Policies [of
the Funds] — Portfolio Investments.”*
In addition, with respect to each Fund’s ability to invest
in other investment companies, the Board has adopted a New
Non-Fundamental Policy to be implemented upon the elimination of
that Premium/Quality Fund’s Current Fundamental Policy
prohibiting
* References are to a Fund’s registration statement.
37
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.
Board
Recommendation
The Board believes that eliminating the Current Fundamental
Policies and adopting the New Investment Policies gives the
Adviser flexibility to rapidly respond to continuing
developments in the municipal market and would enhance the
portfolio managers’ ability to meet each Affected Municipal
Fund’s investment objective. In addition, the Board
believes that the proposed changes will create consistent
investment policies for all Nuveen municipal bond funds and will
help to promote operational efficiencies.
The Board recommends that shareholders of each Affected
Municipal Fund vote to approve the elimination of each Current
Fundamental Policy and vote to approve each New Fundamental
Policy.
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3.
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Approval
of the Elimination of Fundamental Investment Policies and
Approval of New Fundamental Policy for Each Insured
Fund
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The Insured Funds have adopted certain fundamental investment
policies, as described below (together, “Insured
Fundamental Policies,” each an “Insured Fundamental
Policy”), that can only be changed by shareholder vote. The
Insured Fundamental Policies adopted by the 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 Fund’s shareholders
of the elimination of certain Insured Fundamental Policies of
the Insured Funds that are restricting, or may be expected in
the future to restrict, each Insured Fund’s ability to
effectively make investments. In connection with eliminating the
Insured Fundamental Policies, the Board unanimously approved,
and unanimously recommends the approval by shareholders of a new
fundamental policy, described below (each a “New Insured
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
Insured Non-Fundamental Policies” and together with the New
Insured Fundamental Policy, the “New Insured
Policies”). The New Insured Policies are
38
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 municipal
investments in insured bonds backed by insurers with solid
credit ratings.
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(a)
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Elimination of Insured Fundamental Policies Relating to
Investments in Insured Municipal Securities (All Insured
Funds)
|
The Insured Fundamental Policies of each Insured Fund that are
proposed to be eliminated are as follows:
Insured California Dividend Advantage
(i) Under normal circumstances, the Fund will invest at
least 80% of its net assets in a portfolio of municipal bonds
that are exempt from regular federal and California income taxes
and that are covered by insurance guaranteeing the timely
payment of principal and interest thereon.
Insured California Premium Income and Insured California
Premium Income 2
(i) Except to the extent the Fund invests in temporary
investments, the Fund will invest all of its assets in
tax-exempt [State] Municipal Obligations which are either
covered by insurance guaranteeing the timely payment of
principal and interest thereon or 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) Each insured [State] Municipal Obligation held by the
Fund will either be (1) covered by an insurance policy
applicable to a specific security, whether obtained by the
issuer of the security or a third party at the time of original
issuance (“Original Issue Insurance”) by the Fund or a
third party subsequent to the time of original issuance
(“Secondary Market Insurance”), or (2) covered by
a master municipal insurance policy purchased by the Fund
(“Portfolio Insurance”).
(iii) The Fund will only obtain policies of portfolio
insurance issued by insurers whose claims-paying ability is
rated “Aaa” by Moody’s Investors Services, Inc.
(“Moody’s”) or “AAA” by
Standard & Poor’s Corporation
(“Standard & Poor’s”).
(iv) Municipal obligations backed by an escrow account or
trust account will not constitute more than 20% of the
Fund’s assets.
Insured California Tax-Free Advantage and Insured
Massachusetts Tax-Free Advantage
(i) Under normal circumstances, the Fund will invest at
least 80% of its average daily net assets, including assets
attributable to MuniPreferred shares outstanding (“Managed
Assets”) in a portfolio of municipal bonds that pay
interest that is exempt from regular federal and [State] income
tax and from the federal alternative minimum tax applicable to
individuals.
39
(ii) Under normal circumstances, the Fund will invest at
least 80% of its average daily net assets, including assets
attributable to MuniPreferred shares outstanding (“Managed
Assets”) in a portfolio of municipal bonds that are covered
by insurance guaranteeing the timely payment of principal and
interest thereon.
|
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| |
(b)
|
Approval of the New Insured Fundamental Policy Relating to
Investments in Insured Municipal Securities (All Insured
Funds)
|
In connection with eliminating the Insured Fundamental Policies,
the Board of each Insured Fund has unanimously approved, and
recommends that shareholders of each Insured Fund approve, a New
Insured Fundamental Policy relating to each Insured Fund’s
policy of investing 80% (or greater) of its assets in a
portfolio of municipal securities or related investments that
pay tax-exempt interest. The New Insured Fundamental Policy will
replace each Insured Fund’s Insured Fundamental Policy or
Insured Fundamental Policies, as described above. Implementation
of the New Insured Fundamental Policy is contingent on
shareholder approval of the elimination of the Insured
Fundamental Policy or Insured Fundamental Policies for each
Insured Fund, as applicable. The New Insured 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 municipal securities and other
related investments that pay interest exempt from federal and
[State] income taxes (“municipal securities”) and are
covered by insurance guaranteeing the timely payment of
principal and interest thereon.
New Insured Non-Fundamental Policies
In connection with eliminating the Insured Fundamental Policies,
the Board of each Insured Fund has also adopted New Insured
Non-Fundamental Policies, as described below. To the extent that
the New Insured Non-Fundamental Policies conflict with the
existing Insured Fundamental Policies, implementation of the New
Insured Non-Fundamental Policies is contingent on shareholder
approval of the elimination of the Insured Fundamental Policies.
To the extent such Insured Non-Fundamental Policies do not
conflict with the existing Insured Fundamental Policies, the New
Insured Non-Fundamental Policies have already been implemented.
By eliminating the Insured Fundamental Policies and adopting the
New Insured Non-Fundamental Policies, each 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. However, each Insured Fund’s New Insured
Non-Fundamental Policy that it will invest at least 80% of its
Managed Assets in a portfolio of securities that are covered by
insurance may only be changed by such Fund’s Board
following the provision of 60 days’ prior written
notice to shareholders.
The New Insured Non-Fundamental Policies that the Board of each
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
40
(“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 Fund’s
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 Fund’s investment adviser, at
the time of purchase.
|
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| |
(c)
|
Elimination of Fundamental Policies Relating to Commodities
(Insured California Premium Income and Insured California
Premium Income 2)
|
The Current Insured Fundamental Policies relating to commodities
that are proposed to be eliminated are as follows:
Insured California Premium Income
(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 in “Certain Trading Strategies of the
Fund — Financial Futures and Options
Transactions.”*
Insured California Premium Income 2
(i) The Fund, as a fundamental policy, may not purchase or
sell commodities or commodities contracts, except for
transactions involving futures contracts that represent no more
than 10% of the Fund’s total assets and are otherwise
within the limits described in “Certain Trading Strategies
of The Fund — Financial Futures and Options
Transactions.”*
† The above referenced 80% test refers to the New
Insured Fundamental Policy proposed in item 3(b).
* References are to a Fund’s registration statement.
41
|
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(d)
|
Approval of New Fundamental Policy Relating to Commodities
(Insured California Premium Income and Insured California
Premium Income 2)
|
It is proposed that Insured California Premium Income and
Insured California Premium Income 2 adopt a New Insured
Fundamental Policy with respect to commodities, the adoption of
which is contingent on shareholder approval of the elimination
of that Insured Fund’s Current Insured Fundamental Policy
with respect to commodities, as reflected in 3(c) above. The
proposed New Insured Fundamental Policy is as follows:
Insured California Premium Income and Insured California
Premium Income 2
(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).
(e) Elimination of Fundamental Policies Relating
to Derivatives and Short Sales (Insured California Premium
Income and Insured California Premium Income 2)
The Current Insured Fundamental Policies relating to derivatives
and short sales that are proposed to be eliminated are as
follows:
Insured California Premium Income
(i) The Fund, as a fundamental policy, may not make short
sales of securities or purchase any securities on margin (except
for such short-term credits as are necessary for the clearance
of transactions), or write or purchase put or call options,
except to the extent that the purchase of a stand-by commitment
may be considered the purchase of a put, and except for
transactions involving options within the limits described in
“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.”*
Insured California Premium Income 2
(i) The Fund may not make short sales of securities or
purchase any securities on margin (except for such short-term
credits as are necessary for the clearance of transactions), or
write or purchase put or call options, except to the extent that
the purchase of a stand-by commitment may be considered the
purchase of a put, and except for transactions involving options
within the limits described in “Certain Trading Strategies
of The Fund — Financial Futures and Options
Transactions.”*
(ii) The Fund may not purchase financial futures and
options that represent no more than 10% of the Fund’s total
assets and are otherwise within the limits described in
“Certain Trading Strategies of The Fund —
Financial Futures and Options Transactions.”*
* References are to a Fund’s registration statement.
42
In connection with the elimination of the Current Insured
Fundamental Policies relating to derivatives and short sales, as
reflected in 3(e) above, the Board has adopted the following New
Insured Non-Fundamental Policies for each of Insured California
Premium Income and Insured California Premium Income 2. The New
Insured Non-Fundamental Policies are contingent on shareholder
approval of the elimination of that Insured Fund’s Current
Fundamental Policies with respect to derivatives and short
sales. The New Insured 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
Fund’s net assets would be represented by futures contracts
or more than 5% of the Fund’s net assets would be committed
to initial margin deposits and premiums on futures contracts and
related options.
|
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| |
(f)
|
Elimination of the Fundamental Policy Prohibiting Investment
in Other Investment Companies (Insured California Premium Income
and Insured California Premium Income 2)
|
Insured California Premium Income and Insured California Premium
Income 2 do not have specific restrictions as to investments in
other investment companies. However, each such 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
[state] Municipal Obligations and temporary investments, as
described in “Investment Objective and
Policies — Portfolio Investments.”*
In addition, with respect to each Fund’s ability to invest
in other investment companies, the Board has adopted a New
Insured Non-Fundamental Policy to be implemented upon the
elimination of Insured California Premium Income’s and
Insured California Premium Income 2’s Current Insured
Fundamental Policy prohibiting investments in other
* References are to a Fund’s registration statement.
43
investment companies. The proposed New Insured 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.
Board
Recommendation
The Board believes that eliminating the Insured Fundamental
Policies and adopting the New Insured 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 Insured Fund’s
investment objective and keep each Fund fully invested. While
the Board believes that the New Insured Policies give the
Adviser adequate flexibility under current market conditions, if
the market changes in the future, the Insured Funds may desire
to refine these parameters further and the Board may change the
New Insured Non-Fundamental Policies without shareholder
approval.
The Board of Trustees recommends that shareholders of each
Insured Fund vote to approve the elimination of each Insured
Fundamental Policy and vote to approve each New Insured
Fundamental Policy.
Audit
Committee Report
The audit committee of each Board is responsible for the
oversight and monitoring of (1) the accounting and
reporting policies, processes and practices, and the audit of
the financial statements, of each Fund, (2) the quality and
integrity of the Funds’ financial statements and
(3) the independent registered public accounting
firm’s qualifications, performance and independence. In its
oversight capacity, the committee reviews each Fund’s
annual financial statements with both management and the
independent registered public accounting firm and the committee
meets periodically with the independent registered public
accounting firm and internal auditors to consider their
evaluation of each Fund’s financial and internal controls.
The committee also selects, retains, evaluates and may replace
each Fund’s independent registered public accounting firm.
The committee is currently composed of five Independent Board
Members and operates under a written charter adopted and
approved by each Board. Each committee member meets the
independence and experience requirements, as applicable, of the
New York Stock Exchange, NYSE Amex, Section 10A of the
1934 Act and the rules and regulations of the SEC.
The committee, in discharging its duties, has met with and held
discussions with management and each Fund’s independent
registered public accounting firm. The committee has also
reviewed and discussed the audited financial statements with
management. Management has represented to the independent
registered public accounting firm that each Fund’s
financial statements were prepared in accordance with generally
accepted accounting principles. The committee has also discussed
with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing
Standards (“SAS”) No. 61 (Communication with
Audit Committees), as amended by SAS No. 90 (Audit
Committee Communications). Each Fund’s independent
registered public accounting firm provided to the committee the
written disclosure required by Independence Standards Board
Standard No. 1
44
(Independence Discussions with Audit Committees), and the
committee discussed with representatives of the independent
registered public accounting firm their firm’s
independence. As provided in the Audit Committee Charter, it is
not the committee’s responsibility to determine, and the
considerations and discussions referenced above do not ensure,
that each Fund’s financial statements are complete and
accurate and presented in accordance with generally accepted
accounting principles.
Based on the committee’s review and discussions with
management and the independent registered public accounting
firm, the representations of management and the report of the
independent registered public accounting firm to the committee,
the committee has recommended that the Boards include the
audited financial statements in each Fund’s Annual Report.
The current members of the committee are:
Robert P. Bremner
Jack B. Evans
David J. Kundert
William J. Schneider
Terence J. Toth
45
Audit and Related Fees. The following tables provide the
aggregate fees billed during each Fund’s last two fiscal
years by each Fund’s independent registered accounting firm
for engagements directly related to the operations and financial
reporting of each Fund, including those relating (i) to
each Fund for services provided to the Fund and (ii) to the
Adviser and certain entities controlling, controlled by, or
under common control with the Adviser that provide ongoing
services to each Fund (“Adviser Entities”).
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Audit Fees
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Audit Related Fees
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Tax Fees
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All Other Fees
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Adviser and Adviser
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Adviser and Adviser
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Adviser and Adviser
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Fund(1)
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Fund(2)
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Entities
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Fund(3)
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Entities
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Fund(4)
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Entities
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Fiscal
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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2008
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2009
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2008
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2009
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2008
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2009
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2008
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2009
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2008
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2009
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2008
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2009
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2008
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2009
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Floating Rate Income
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Floating Rate Income Opportunity
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Senior Income
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Tax-Advantaged Floating Rate
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Arizona Dividend Advantage
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Arizona Dividend Advantage
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Arizona Dividend Advantage 2
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Arizona Premium Income 3
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California Dividend Advantage
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California Dividend Advantage 2
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California Dividend Advantage 3
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California Investment Quality
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California Market Opportunity
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California Value
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California Performance Plus
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California Premium Income
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California Quality Income
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California Select Quality
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Insured California Dividend Advantage
|
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Insured California Premium Income
|
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Insured California Premium Income 2
|
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Insured California Tax-Free Advantage
|
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Connecticut Dividend Advantage
|
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Connecticut Dividend Advantage 2
|
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46
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Audit Fees
|
|
Audit Related Fees
|
|
Tax Fees
|
|
All Other Fees
|
|
|
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|
|
|
|
Adviser and Adviser
|
|
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Adviser and Adviser
|
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Adviser and Adviser
|
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|
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Fund(1)
|
|
Fund(2)
|
|
Entities
|
|
Fund(3)
|
|
Entities
|
|
Fund(4)
|
|
Entities
|
|
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
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Fiscal
|
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Fiscal
|
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Fiscal
|
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Fiscal
|
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Fiscal
|
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Fiscal
|
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Fiscal
|
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Fiscal
|
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Fiscal
|
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Fiscal
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Year
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
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Ended
|
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Ended
|
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Ended
|
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Ended
|
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Ended
|
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Ended
|
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|
|
2008
|
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2009
|
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2008
|
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2009
|
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2008
|
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2009
|
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2008
|
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2009
|
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2008
|
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2009
|
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2008
|
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2009
|
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2008
|
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2009
|
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Connecticut Dividend Advantage 3
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Connecticut Premium Income
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Georgia Dividend Advantage
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Georgia Dividend Advantage 2
|
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Georgia Premium Income
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Maryland Dividend Advantage
|
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Maryland Dividend Advantage 2
|
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Maryland Dividend Advantage 3
|
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Maryland Premium Income
|
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|
Massachusetts Dividend Advantage
|
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Massachusetts Premium Income
|
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|
|
Insured Massachusetts Tax-Free Advantage
|
|
|
|
|
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|
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|
|
Michigan Dividend Advantage
|
|
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|
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|
|
Michigan Premium Income
|
|
|
|
|
|
|
|
|
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|
|
Michigan Quality Income
|
|
|
|
|
|
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|
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|
|
Missouri Premium Income
|
|
|
|
|
|
|
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|
|
|
New Jersey Dividend Advantage
|
|
|
|
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|
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|
|
New Jersey Dividend Advantage 2
|
|
|
|
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|
|
New Jersey Investment Quality
|
|
|
|
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|
New Jersey Premium Income
|
|
|
|
|
|
|
|
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|
|
|
|
|
North Carolina Dividend Advantage
|
|
|
|
|
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|
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|
|
|
North Carolina Dividend Advantage 2
|
|
|
|
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|
|
North Carolina Dividend Advantage 3
|
|
|
|
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|
North Carolina Premium Income
|
|
|
|
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|
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|
|
|
Ohio Dividend Advantage 2
|
|
|
|
|
|
|
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|
|
Ohio Dividend Advantage 3
|
|
|
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|
Ohio Quality Income
|
|
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|
|
Pennsylvania Dividend Advantage
|
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47
| |
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|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
Audit Related Fees
|
|
Tax Fees
|
|
All Other Fees
|
|
|
|
|
|
|
|
Adviser and Adviser
|
|
|
|
Adviser and Adviser
|
|
|
|
Adviser and Adviser
|
|
|
|
Fund(1)
|
|
Fund(2)
|
|
Entities
|
|
Fund(3)
|
|
Entities
|
|
Fund(4)
|
|
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
|
|
|
|
2008
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
2009
|
|
|
|
|
|
|
|
Pennsylvania Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Investment Quality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Premium Income 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas Quality Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1)
|
“Audit Fees” are the aggregate fees billed for
professional services for the audit of the Fund’s annual
financial statements and services provided in connection with
statutory and regulatory filings or engagements.
|
| (2)
|
“Audit Related Fees” are the aggregate fees billed for
assurance and related services reasonably related to the
performance of audit or review of financial statements and are
not reported under “Audit Fees.”
|
| (3)
|
“Tax Fees” are the aggregate fees billed for
professional services for tax advice, tax compliance and tax
planning.
|
| (4)
|
“All Other Fees” are the aggregate fees billed for
products and services for
agreed-upon
procedures engagements for the leveraged Funds.
|
48
Non-Audit Fees. The following tables provide the
aggregate non-audit fees billed by each Fund’s independent
registered accounting firm for services rendered to each Fund,
the Adviser and the Adviser Entities during each Fund’s
last two fiscal years.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit Fees
|
|
|
|
|
|
|
|
|
|
Billed to Adviser and
|
|
|
|
|
|
|
|
|
|
Adviser Entities
|
|
|
|
|
|
|
|
|
|
(Engagements Related
|
|
Total Non-Audit Fees
|
|
|
|
|
|
|
|
Directly to the Operations
|
|
Billed to Adviser and
|
|
|
|
|
|
Total Non-Audit Fees
|
|
and Financial Reporting
|
|
Adviser Entities (All Other
|
|
|
|
Fund
|
|
Billed to Fund
|
|
of Fund)
|
|
Engagements)
|
|
Total
|
|
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
|
|
Ended 2008
|
|
Ended 2009
|
|
Ended 2008
|
|
Ended 2009
|
|
Ended 2008
|
|
Ended 2009
|
|
Ended 2008
|
|
Ended 2009
|
|
|
|
|
|
Floating Rate Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate Income Opportunity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-Advantaged Floating Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arizona Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arizona Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arizona Dividend Advantage 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arizona Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Dividend Advantage 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Investment Quality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Market Opportunity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Performance Plus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Quality Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Select Quality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured California Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured California Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured California Premium Income 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured California Tax-Free Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Connecticut Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit Fees
|
|
|
|
|
|
|
|
|
|
Billed to Adviser and
|
|
|
|
|
|
|
|
|
|
Adviser Entities
|
|
|
|
|
|
|
|
|
|
(Engagements Related
|
|
Total Non-Audit Fees
|
|
|
|
|
|
|
|
Directly to the Operations
|
|
Billed to Adviser and
|
|
|
|
|
|
Total Non-Audit Fees
|
|
and Financial Reporting
|
|
Adviser Entities (All Other
|
|
|
|
Fund
|
|
Billed to Fund
|
|
of Fund)
|
|
Engagements)
|
|
Total
|
|
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
|
|
Ended 2008
|
|
Ended 2009
|
|
Ended 2008
|
|
Ended 2009
|
|
Ended 2008
|
|
Ended 2009
|
|
Ended 2008
|
|
Ended 2009
|
|
|
|
|
|
Connecticut Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Connecticut Dividend Advantage 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Connecticut Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Georgia Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Georgia Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Georgia Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland Dividend Advantage 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Massachusetts Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Massachusetts Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insured Massachusetts Tax-Free Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michigan Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michigan Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michigan Quality Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Missouri Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Jersey Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Jersey Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Jersey Investment Quality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Jersey Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Carolina Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Carolina Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Carolina Dividend Advantage 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Carolina Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit Fees
|
|
|
|
|
|
|
|
|
|
Billed to Adviser and
|
|
|
|
|
|
|
|
|
|
Adviser Entities
|
|
|
|
|
|
|
|
|
|
(Engagements Related
|
|
Total Non-Audit Fees
|
|
|
|
|
|
|
|
Directly to the Operations
|
|
Billed to Adviser and
|
|
|
|
|
|
Total Non-Audit Fees
|
|
and Financial Reporting
|
|
Adviser Entities (All Other
|
|
|
|
Fund
|
|
Billed to Fund
|
|
of Fund)
|
|
Engagements)
|
|
Total
|
|
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
|
|
Ended 2008
|
|
Ended 2009
|
|
Ended 2008
|
|
Ended 2009
|
|
Ended 2008
|
|
Ended 2009
|
|
Ended 2008
|
|
Ended 2009
|
|
|
|
|
|
Ohio Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ohio Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ohio Dividend Advantage 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ohio Quality Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Investment Quality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Premium Income 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas Quality Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia Dividend Advantage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia Dividend Advantage 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia Premium Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
Audit Committee Pre-Approval Policies and
Procedures. Generally, the audit committee must
approve each Fund’s independent registered public
accounting firm’s engagements (i) with the Fund for
audit or non-audit services and (ii) with the Adviser and
Adviser Entities for non-audit services if the engagement
relates directly to the operations and financial reporting of
the Fund. Regarding tax and research projects conducted by the
independent registered public accounting firm for each Fund and
the Adviser and Adviser Entities (with respect to the operations
and financial reporting of each Fund), such engagements will be
(i) pre-approved by the audit committee if they are
expected to be for amounts greater than $10,000;
(ii) reported to the audit committee chairman for his
verbal approval prior to engagement if they are expected to be
for amounts under $10,000 but greater than $5,000; and
(iii) reported to the audit committee at the next audit
committee meeting if they are expected to be for an amount under
$5,000.
The audit committee has approved in advance all audit services
and non-audit services that the independent registered public
accounting firm provided to each Fund and to the Adviser and
Adviser Entities (with respect to the operations and financial
reporting of each Fund). None of the services rendered by the
independent registered public accounting firm to each Fund or
the Adviser or Adviser Entities were pre-approved by the audit
committee pursuant to the pre-approval exception under
Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X.
Additional
Information
Appointment
of the Independent Registered Public
Accounting Firm
Each Board has appointed Ernst & Young LLP as
independent registered public accounting firm to audit the books
and records of each Fund for its current fiscal year. A
representative of Ernst & Young LLP will be present at
the Annual Meetings to make a statement, if such representative
so desires, and to respond to shareholders’ questions.
Ernst & Young LLP has informed each Fund that it has
no direct or indirect material financial interest in the Funds,
Nuveen, the Adviser or any other investment company sponsored by
Nuveen.
Section 16(a)
Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the
1934 Act require Board Members and officers, the Adviser,
affiliated persons of the Adviser and persons who own more than
10% of a registered class of a Fund’s equity securities to
file forms reporting their affiliation with that Fund and
reports of ownership and changes in ownership of that
Fund’s shares with the SEC and the New York Stock Exchange
or NYSE Amex, as applicable. These persons and entities are
required by SEC regulation to furnish the Funds with copies of
all Section 16(a) forms they file. Based on a review of
these forms furnished to each Fund, each Fund believes that its
Board Members and officers, Adviser and affiliated persons of
the Adviser have complied with all applicable Section 16(a)
filing requirements during its last fiscal year[, except as
follows: ,
a of
NAM, made a late filing on Form with respect
to ].
To the knowledge of management of the Funds, no shareholder of a
Fund owns more than 10% of a registered class of a Fund’s
equity securities, except as provided in Appendix B.
Information
About the Adviser
The Adviser, located at 333 West Wacker Drive, Chicago,
Illinois 60606, serves as investment adviser and manager for
each Fund. The Adviser is a wholly-owned subsidiary of Nuveen.
52
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.
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 June 21, 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 Fund’s By-Laws, submit such written
notice to the Fund not later than September 2, 2010 or
prior to August 18, 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, 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
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement will be paid by the
Funds pro rata based on the number of shareholder accounts.
Additional solicitation may be made by letter or telephone by
officers or employees of Nuveen or the Adviser, or by dealers
and their representatives. Any additional costs of solicitation
will be paid by the Fund that requires additional solicitation.
The Funds, with the exception of Floating Rate, Floating Rate
Income Opportunity, Senior Income and Tax-Advantaged Floating
Rate, have engaged Computershare Fund Services to assist in
the solicitation of proxies at an estimated cost of $2,000 per
Fund plus reasonable expenses.
Fiscal
Year
The fiscal year end for each of the Funds is as follows:
April 30, 2009 for New Jersey Dividend Advantage, New
Jersey Dividend Advantage 2, New Jersey Investment Quality, New
Jersey Premium Income, Pennsylvania Dividend Advantage,
Pennsylvania Dividend Advantage 2, Pennsylvania Investment
Quality and Pennsylvania Premium Income 2; May 31, 2009 for
Connecticut Dividend Advantage, Connecticut Dividend Advantage
2, Connecticut Dividend Advantage 3, Connecticut Premium Income,
Georgia Dividend Advantage, Georgia Dividend Advantage 2,
Georgia Premium Income, Maryland Dividend Advantage, Maryland
Dividend Advantage 2, Maryland Dividend Advantage 3,
Massachusetts Dividend Advantage, Massachusetts Premium Income,
Insured Massachusetts Tax-Free Advantage, Missouri Premium
Income, North Carolina Dividend Advantage, North Carolina
Dividend Advantage 2, North Carolina Dividend Advantage 3, North
Carolina Premium Income, Virginia Dividend Advantage,
53
Virginia Dividend Advantage 2 and Virginia Premium Income;
June 30, 2009 for Tax-Advantaged Floating Rate;
July 31, 2009 for Floating Rate Income, Floating Rate
Income Opportunity, Senior Income, Arizona Dividend Advantage,
Arizona Dividend Advantage 2, Arizona Dividend Advantage 3,
Arizona Premium Income, Michigan Dividend Advantage, Michigan
Premium Income, Michigan Quality Income, Ohio Dividend
Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3,
Ohio Quality Income and Texas Quality Income; and
August 31, 2009 for California Dividend Advantage,
California Dividend Advantage 2, California Dividend Advantage
3, California Investment Quality, California Market Opportunity,
California Value, California Performance Plus, California
Premium Income, California Quality Income, California Select
Quality, Insured California Dividend Advantage, Insured
California Premium Income, Insured California Premium Income 2,
Insured California Tax-Free Advantage.
Annual
Report Delivery
Annual reports will be sent to shareholders of record of each
Fund following each Fund’s fiscal year end. Each Fund will
furnish, without charge, a copy of its annual report
and/or
semi-annual report as available upon request. Such written or
oral requests should be directed to such Fund at 333 West
Wacker Drive, Chicago, Illinois 60606 or by calling
1-800-257-8787.
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting To Be Held on
November 30, 2009:
Each Fund’s 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, semi-annual report or
proxy statement may be delivered to two or more shareholders of
a Fund who share an address, unless the Fund has received
instructions to the contrary. To request a separate copy of an
annual report, semi-annual report or proxy statement, or for
instructions as to how to request a separate copy of such
documents or as to how to request a single copy if multiple
copies of such documents are received, shareholders should
contact the applicable Fund at the address and phone number set
forth above.
General
Management does not intend to present and does not have reason
to believe that any other items of business will be presented at
the Annual Meetings. However, if other matters are properly
presented to the Annual Meetings for a vote, the proxies will be
voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the
Fund.
A list of shareholders entitled to be present and to vote at
each Annual Meeting will be available at the offices of the
Funds, 333 West Wacker Drive, Chicago, Illinois, for
inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Annual Meeting.
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
54
reasonable and in the best interests of the shareholders. Under
each Fund’s 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
October 19, 2009
55
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.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating
|
|
|
|
|
|
Tax-
|
|
|
|
|
|
|
|
|
|
|
Floating
|
|
|
Rate
|
|
|
|
|
|
Advantaged
|
|
|
Arizona
|
|
|
Arizona
|
|
Board Member
|
|
Rate
|
|
|
Income
|
|
|
Senior
|
|
|
Floating
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Nominees
|
|
Income
|
|
|
Opportunity
|
|
|
Income
|
|
|
Rate
|
|
|
Advantage
|
|
|
Advantage 2
|
|
|
|
|
|
|
|
Board Members/Nominees who are not interested persons of the
Funds
|
|
Robert P. Bremner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack B. Evans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William C. Hunter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David J. Kundert
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Schneider
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Judith M. Stockdale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carole E. Stone
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terence J. Toth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Member/Nominee who is an interested person of the
Funds
|
|
John P. Amboian
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arizona
|
|
|
Arizona
|
|
|
California
|
|
|
California
|
|
|
California
|
|
|
California
|
|
Board Member
|
|
Dividend
|
|
|
Premium
|
|
|
Premium
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Investment
|
|
|
Nominees
|
|
Advantage 3
|
|
|
Income
|
|
|
Advantage
|
|
|
Advantage 2
|
|
|
Advantage 3
|
|
|
Quality
|
|
|
|
|
|
|
|
Board Members/Nominees who are not interested persons of the
Funds
|
|
Robert P. Bremner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack B. Evans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William C. Hunter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David J. Kundert
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Schneider
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Judith M. Stockdale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carole E. Stone
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terence J. Toth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Member/Nominee who is an interested person of the
Funds
|
|
John P. Amboian
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A-1
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of Equity Securities
|
|
|
|
|
California
|
|
|
|
|
|
California
|
|
|
California
|
|
|
California
|
|
|
California
|
|
Board Member
|
|
Market
|
|
|
California
|
|
|
Performance
|
|
|
Premium
|
|
|
Quality
|
|
|
Select
|
|
|
Nominees
|
|
Opportunity
|
|
|
Value
|
|
|
Plus
|
|
|
Income
|
|
|
Income
|
|
|
Quality
|
|
|
|
|
|
|
|
Board Members/Nominees who are not interested persons of the
Funds
|
|
Robert P. Bremner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack B. Evans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William C. Hunter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David J. Kundert
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Schneider
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Judith M. Stockdale
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Carole E. Stone
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Terence J. Toth
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Board Member/Nominee who is an interested person of the
Funds
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John P. Amboian
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Insured
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Insured
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Insured
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Insured
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California
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California
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California
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California
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Connecticut
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Connecticut
|
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Board Member
|
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Dividend
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Premium
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Premium
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Tax-Free
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Dividend
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Dividend
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Nominees
|
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Advantage
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Income
|
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Income 2
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Advantage
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Advantage
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Advantage 2
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Board Members/Nominees who are not interested persons of the
Funds
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|
Robert P. Bremner
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Jack B. Evans
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William C. Hunter
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David J. Kundert
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William J. Schneider
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Judith M. Stockdale
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Carole E. Stone
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Terence J. Toth
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|
|
|
|
|
|
Board Member/Nominee who is an interested person of the
Funds
|
|
John P. Amboian
|
|
|
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A-2
| |
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|
|
Dollar Range of Equity Securities
|
|
|
|
|
Connecticut
|
|
|
Connecticut
|
|
Board Member
|
|
Dividend
|
|
|
Premium
|
|
|
Nominees
|
|
Advantage 3
|
|
|
Income
|
|
|
|
|
|
|
|
Board Members/Nominees who are not interested persons of the
Funds
|
|
Robert P. Bremner
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|
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|
|
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Jack B. Evans
|
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William C. Hunter
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David J. Kundert
|
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William J. Schneider
|
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|
|
Judith M. Stockdale
|
|
|
|
|
|
|
|
|
|
Carole E. Stone
|
|
|
|
|
|
|
|
|
|
Terence J. Toth
|
|
|
|
|
|
|
|
|
|
Board Member/Nominee who is an interested person of the
Funds
|
|
John P. Amboian
|
|
|
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|
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|