UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZF)
--------------------------------------------------------------------------------
(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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------------------
333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
JULY 31, 2007
JUNE 28, 2007
NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC. (NPI)
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC. (NPP)
NUVEEN MUNICIPAL ADVANTAGE FUND, INC. (NMA)
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NMO)
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQM)
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC. (NQI)
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC. (NQS)
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC. (NQU)
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. (NIO)
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC. (NPF)
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC. (NIF)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC. (NPM)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC. (NPT)
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2 (NPX)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND (NAD)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXZ)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZF)
NUVEEN INSURED DIVIDEND ADVANTAGE MUNICIPAL FUND (NVG)
NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND (NEA)
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND (NMZ)
NUVEEN SELECT MATURITIES MUNICIPAL FUND (NIM)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2 (NXQ)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3 (NXR)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN NEW YORK SELECT TAX-FREE INCOME PORTFOLIO (NXN)
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of Nuveen Municipal Value Fund, Inc. ("Municipal Value"), Nuveen
Municipal Income Fund, Inc. ("Municipal Income"), Nuveen Premium Income
Municipal Fund, Inc., Nuveen Performance Plus Municipal Fund, Inc., Nuveen
Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund, Inc.,
Nuveen Investment Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal
Fund, Inc., Nuveen Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Premier Municipal Income Fund, Inc., Nuveen Premier Insured Municipal Income
Fund, Inc., Nuveen
Premium Income Municipal Fund 2, Inc., Nuveen Premium Income Municipal Fund 4,
Inc., EACH A MINNESOTA CORPORATION, and Nuveen Insured Premium Income Municipal
Fund 2, Nuveen Dividend Advantage Municipal Fund, Nuveen Dividend Advantage
Municipal Fund 2, Nuveen Dividend Advantage Municipal Fund 3, Nuveen Insured
Dividend Advantage Municipal Fund, Nuveen Insured Tax-Free Advantage Municipal
Fund, Nuveen Municipal High Income Opportunity Fund, Nuveen Select Maturities
Municipal Fund ("Select Maturities"), Nuveen Select Tax-Free Income Portfolio
("Select Portfolio"), Nuveen Select Tax-Free Income Portfolio 2 ("Select
Portfolio 2"), Nuveen Select Tax-Free Income Portfolio 3 ("Select Portfolio 3"),
Nuveen California Select Tax-Free Income Portfolio ("California Portfolio") and
Nuveen New York Select Tax-Free Income Portfolio ("New York Portfolio"), EACH A
MASSACHUSETTS BUSINESS TRUST, (individually, a "Fund" and collectively, the
"Funds") will be held in the Assembly Room of The Northern Trust Company, 50
South LaSalle Street, Chicago, Illinois 60675 on Tuesday, July 31, 2007, at
10:30 A.M., Chicago time, for the following purposes and to transact such other
business, if any, as may properly come before the Annual Meeting:
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To elect Members to the Board of Directors/Trustees (each a "Board" and each
Director or Trustee a "Board Member") of each Fund as outlined below:
a. For each Minnesota corporation, except Municipal Value and Municipal
Income, to elect nine (9) Board Members:
i) seven (7) Board Members to be elected by the holders of Common Shares
and Municipal Auction Rate Cumulative Preferred Shares ("Preferred
Shares"), voting together as a single class; and
ii) two (2) Board Members to be elected by the holders of Preferred
Shares only, voting separately as a single class.
b. For Municipal Value and Municipal Income, to elect three (3) Board
Members.
c. For each Massachusetts business trust, except Select Maturities, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio
and New York Portfolio, to elect four (4) Board Members:
i) two (2) Board Members to be elected by the holders of Common Shares
and Preferred Shares, voting together as a single class; and
ii) two (2) Board Members to be elected by the holders of Preferred
Shares only, voting separately as a single class.
d. For Select Maturities, Select Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio and New York Portfolio, to elect three
(3) Board Members.
2. To transact such other business as may properly come before the Annual
Meeting.
Shareholders of record at the close of business on June 4, 2007 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
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
JUNE 28, 2007
NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC. (NPI)
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC. (NPP)
NUVEEN MUNICIPAL ADVANTAGE FUND, INC. (NMA)
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NMO)
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQM)
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC. (NQI)
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC. (NQS)
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC. (NQU)
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. (NIO)
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC. (NPF)
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC. (NIF)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC. (NPM)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC. (NPT)
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2 (NPX)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND (NAD)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXZ)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZF)
NUVEEN INSURED DIVIDEND ADVANTAGE MUNICIPAL FUND (NVG)
NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND (NEA)
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND (NMZ)
NUVEEN SELECT MATURITIES MUNICIPAL FUND (NIM)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2 (NXQ)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3 (NXR)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN NEW YORK SELECT TAX-FREE INCOME PORTFOLIO (NXN)
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Trustees (each a "Board" and collectively, the
"Boards," and each Director or Trustee, a "Board Member" and collectively, the
"Board Members") of Nuveen Municipal Value
1
Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund, Inc. ("Municipal
Income"), Nuveen Premium Income Municipal Fund, Inc. ("Premium Income"), Nuveen
Performance Plus Municipal Fund, Inc. ("Performance Plus"), Nuveen Municipal
Advantage Fund, Inc. ("Municipal Advantage"), Nuveen Municipal Market
Opportunity Fund, Inc. ("Municipal Market Opportunity"), Nuveen Investment
Quality Municipal Fund, Inc. ("Investment Quality"), Nuveen Insured Quality
Municipal Fund, Inc. ("Insured Quality"), Nuveen Select Quality Municipal Fund,
Inc. ("Select Quality"), Nuveen Quality Income Municipal Fund, Inc. ("Quality
Income"), Nuveen Insured Municipal Opportunity Fund, Inc. ("Insured Municipal
Opportunity"), Nuveen Premier Municipal Income Fund, Inc. ("Premier Municipal"),
Nuveen Premier Insured Municipal Income Fund, Inc. ("Premier Insured"), Nuveen
Premium Income Municipal Fund 2, Inc. ("Premium Income 2") Nuveen Premium Income
Municipal Fund 4, Inc. ("Premium Income 4"), EACH A MINNESOTA CORPORATION
(COLLECTIVELY, THE "MINNESOTA CORPORATIONS"), and Nuveen Insured Premium Income
Municipal Fund 2 ("Insured Premium Income 2"), Nuveen Dividend Advantage
Municipal Fund ("Dividend Advantage"), Nuveen Dividend Advantage Municipal Fund
2 ("Dividend Advantage 2"), Nuveen Dividend Advantage Municipal Fund 3
("Dividend Advantage 3"), Nuveen Insured Dividend Advantage Municipal Fund
("Insured Dividend Advantage"), Nuveen Insured Tax-Free Advantage Municipal Fund
("Insured Tax-Free Advantage"), Nuveen Municipal High Income Opportunity Fund
("Municipal High Income"), Nuveen Select Maturities Municipal Fund ("Select
Maturities"), Nuveen Select Tax-Free Income Portfolio ("Select Portfolio"),
Nuveen Select Tax-Free Income Portfolio 2 ("Select Portfolio 2"), Nuveen Select
Tax-Free Income Portfolio 3 ("Select Portfolio 3"), Nuveen California Select
Tax-Free Income Portfolio ("California Portfolio") and Nuveen New York Select
Tax-Free Income Portfolio ("New York Portfolio"), EACH A MASSACHUSETTS BUSINESS
TRUST (COLLECTIVELY, THE "MASSACHUSETTS BUSINESS TRUSTS") (the Massachusetts
Business Trusts and Minnesota Corporations are each, a "Fund" and collectively,
the "Funds"), of proxies to be voted at the Annual Meeting of Shareholders to be
held in the Assembly Room of The Northern Trust Company, 50 South LaSalle
Street, Chicago, Illinois 60675, on Tuesday, July 31, 2007, at 10:30 A.M.,
Chicago time, (for each Fund, an "Annual Meeting" and collectively, the "Annual
Meetings"), and at any and all adjournments thereof.
On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is specified, the shares will be voted FOR the
election of the nominees as listed in this Joint Proxy Statement. Shareholders
who execute proxies may revoke them at any time before they are voted by filing
with that Fund a written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
This Joint Proxy Statement is first being mailed to shareholders on or about
June 28, 2007.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders.
2
The following table indicates which shareholders are solicited with respect to
each matter:
---------------------------------------------------------------------
COMMON PREFERRED
MATTER SHARES SHARES(1)
---------------------------------------------------------------------
1a(i). For each Minnesota Corporation X X
(except Municipal Value and Municipal
Income), election of seven (7) Board
Members by all shareholders.
---------------------------------------------------------------------
a(ii). For each Minnesota Corporation X
(except Municipal Value and Municipal
Income), election of two (2) Board
Members by Preferred Shares only.
---------------------------------------------------------------------
b. Election of three (3) Board Members X N/A
for Municipal Value and Municipal
Income by all shareholders.
---------------------------------------------------------------------
c(i). For each Massachusetts Business Trust X X
(except Select Maturities, Select
Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio and
New York Portfolio), election of two
(2) Board Members by all
shareholders.
---------------------------------------------------------------------
c(ii). For each Massachusetts Business Trust X
(except Select Maturities, Select
Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio and
New York Portfolio), election of two
(2) Board Members by Preferred Shares
only.
---------------------------------------------------------------------
d. Election of three (3) Board Members X N/A
for Select Maturities, Select
Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio and
New York Portfolio by all
shareholders.
---------------------------------------------------------------------
(1) Municipal Auction Rate Cumulative Preferred Shares ("MuniPreferred") are
referred to as "Preferred Shares."
A quorum of shareholders is required to take action at each Annual Meeting. A
majority of the shares entitled to vote at each Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at that Annual
Meeting, except that for the election of the two Board Member nominees to be
elected by holders of Preferred Shares of each Fund (which is not applicable to
Municipal Value, Municipal Income, Select Maturities, Select Portfolio, Select
Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio),
33 1/3% of the Preferred Shares entitled to vote and represented in person or by
proxy will constitute a quorum. Votes cast by proxy or in person at each Annual
Meeting will be tabulated by the inspectors of election appointed for that
Annual Meeting. The inspectors of election will determine whether or not a
quorum is present at the Annual Meeting. The inspectors of election will treat
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees,
typically in "street name," as to which (i) instructions have not been received
from the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) as
present for purposes of determining a quorum.
For each Fund, the affirmative vote of a plurality of the shares present and
entitled to vote at the Annual Meeting will be required to elect the Board
Members of that Fund. For purposes of determining the approval of the proposal
to elect nominees for each Fund, abstentions and broker non-votes will have no
effect on the election of Board Members.
3
Preferred Shares held in "street name" as to which voting instructions have not
been received from the beneficial owners or persons entitled to vote as of one
business day before the Annual Meeting, or, if adjourned, one business day
before the day to which the Annual Meeting is adjourned, and that would
otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New
York Stock Exchange, be voted by the broker on the proposal in the same
proportion as the votes cast by all Preferred shareholders as a class who have
voted on the proposal or in the same proportion as the votes cast by all
Preferred shareholders of the Fund who have voted on that item. Rule 452 permits
proportionate voting of Preferred Shares with respect to a particular item if,
among other things, (i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the holders of such
shares with respect to such item and (ii) less than 10% of the Preferred Shares
or shares of a series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of meeting the 30%
test, abstentions will be treated as shares "voted" and, for the purpose of
meeting the 10% test, abstentions will not be treated as shares "voted" against
the item.
Those persons who were shareholders of record at the close of business on June
4, 2007 will be entitled to one vote for each share held or, in the case of a
Massachusetts Business Trust, a proportionate fractional vote for each
fractional share held. As of June 4, 2007, the shares of the Funds were issued
and outstanding as follows:
--------------------------------------------------------------------------------------------
FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
--------------------------------------------------------------------------------------------
Municipal Value NUV 195,047,442 N/A
--------------------------------------------------------------------------------------------
Municipal Income NMI 8,116,665 N/A
--------------------------------------------------------------------------------------------
Premium Income NPI 63,785,430 Series M 3,800
Series M2 2,000
Series T 3,800
Series W 3,800
Series TH 3,800
Series F 3,800
--------------------------------------------------------------------------------------------
Performance Plus NPP 59,914,073 Series M 4,000
Series T 4,000
Series W 4,000
Series TH 3,160
Series F 4,000
--------------------------------------------------------------------------------------------
Municipal Advantage NMA 43,195,464 Series M 3,000
Series T 3,000
Series W 3,000
Series TH 2,320
Series F 3,000
--------------------------------------------------------------------------------------------
Municipal Market 45,557,788 Series M 4,000
Opportunity NMO
Series T 4,000
Series W 3,200
Series F 4,000
--------------------------------------------------------------------------------------------
Investment Quality NQM 35,796,372 Series M 2,500
Series T 2,500
Series W 2,500
Series TH 2,040
Series F 2,500
--------------------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------------------
FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
--------------------------------------------------------------------------------------------
Insured Quality NQI 38,295,278 Series M 2,600
Series T 2,600
Series W 2,600
Series TH 2,320
Series F 2,600
--------------------------------------------------------------------------------------------
Select Quality NQS 33,993,192 Series M 2,000
Series T 2,000
Series W 2,800
Series TH 1,560
Series F 2,800
--------------------------------------------------------------------------------------------
Quality Income NQU 54,219,374 Series M 3,000
Series T 3,000
Series W 3,000
Series W2 2,080
Series TH 4,000
Series F 3,000
--------------------------------------------------------------------------------------------
Insured Municipal 81,138,036 Series M 4,000
Opportunity NIO
Series T 4,000
Series W 4,000
Series W2 3,200
Series TH1 4,000
Series TH2 4,000
Series F 4,000
--------------------------------------------------------------------------------------------
Premier Municipal NPF 20,091,018 Series M 1,000
Series T 2,800
Series TH 2,800
--------------------------------------------------------------------------------------------
Premier Insured NIF 19,419,608 Series W 840
Series TH 2,800
Series F 2,800
--------------------------------------------------------------------------------------------
Premium Income 2 NPM 41,093,661 Series M 2,000
Series T 3,000
Series W 2,000
Series TH 3,000
Series F 2,000
Series F2 1,880
--------------------------------------------------------------------------------------------
Premium Income 4 NPT 43,236,703 Series M 2,200
Series T 2,000
Series T2 1,328
Series W 1,680
Series W2 520
Series TH 2,680
Series F 1,800
Series F2 1,328
--------------------------------------------------------------------------------------------
Insured Premium Income 2 NPX 37,353,512 Series M 2,080
Series T 2,200
Series W 2,080
Series TH 2,200
Series F 2,196
--------------------------------------------------------------------------------------------
5
--------------------------------------------------------------------------------------------
FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
--------------------------------------------------------------------------------------------
Dividend Advantage NAD 39,287,298 Series M 4,000
Series T 4,000
Series TH 3,800
--------------------------------------------------------------------------------------------
Dividend Advantage 2 NXZ 29,382,272 Series M 3,000
Series T 3,000
Series F 2,880
--------------------------------------------------------------------------------------------
Dividend Advantage 3 NZF 40,368,398 Series W 4,160
Series TH 4,160
Series F 4,160
--------------------------------------------------------------------------------------------
Insured Dividend Advantage NVG 29,813,300 Series M 3,160
Series T 3,080
Series TH 3,080
--------------------------------------------------------------------------------------------
Insured Tax-Free Advantage NEA 18,517,377 Series T 2,880
Series W 2,880
--------------------------------------------------------------------------------------------
Municipal High Income NMZ 23,324,504 Series M 3,000
Series T 1,600
Series W 1,600
--------------------------------------------------------------------------------------------
Select Maturities NIM 12,396,406 N/A
--------------------------------------------------------------------------------------------
Select Portfolio NXP 16,390,502 N/A
--------------------------------------------------------------------------------------------
Select Portfolio 2 NXQ 17,607,068 N/A
--------------------------------------------------------------------------------------------
Select Portfolio 3 NXR 12,964,124 N/A
--------------------------------------------------------------------------------------------
California Portfolio NXC 6,257,070 N/A
--------------------------------------------------------------------------------------------
New York Portfolio NXN 3,908,223 N/A
--------------------------------------------------------------------------------------------
* The Common Shares of all of the Funds are listed on the New York Stock
Exchange, except NXZ, NZF, NVG, NEA and NMZ, which are listed on the American
Stock Exchange.
ELECTION OF BOARD MEMBERS
MINNESOTA CORPORATIONS
At the Annual Meeting of each Minnesota Corporation, Board Members are to be
elected to serve until the next annual meeting or until their successors shall
have been duly elected and qualified. Under the terms of each Minnesota
Corporation's organizational documents (except Municipal Value and Municipal
Income), under normal circumstances, holders of Preferred Shares are entitled to
elect two (2) Board Members, and the remaining Board Members are to be elected
by holders of Common Shares and Preferred Shares, voting together as a single
class. Pursuant to the organizational documents of Municipal Value and Municipal
Income, each Board is divided into three classes, with each class being elected
to serve until the third succeeding annual meeting subsequent to their election
or thereafter in each case when their respective successors are duly elected and
qualified. For Municipal Income and Municipal Value, three (3) Board Members are
nominated to be elected at this meeting.
6
a. FOR EACH MINNESOTA CORPORATION, EXCEPT MUNICIPAL VALUE AND MUNICIPAL
INCOME:
(i) seven (7) Board Members are to be elected by holders of Common Shares
and Preferred Shares, voting together as a single class. Board
Members Bremner, Evans, Hunter, Kundert, Stockdale, Stone and
Sunshine are nominees for election by all shareholders.
(ii) two (2) Board Members are to be elected by holders of Preferred
Shares, each series voting together as a single class. Board Members
Schneider and Schwertfeger are nominees for election by holders of
Preferred Shares.
b. FOR MUNICIPAL VALUE AND MUNICIPAL INCOME: The Board of Municipal Value
has designated Board Members Stockdale, Schwertfeger and Stone as Class
I Board Members, and as nominees for Board Members for a term expiring
at the annual meeting of shareholders in 2010 or until their successors
have been duly elected and qualified. The remaining Board Members
Bremner, Evans, Hunter, Kundert, Schneider and Sunshine are current and
continuing Board Members. The Board of Municipal Value has designated
Board Members Hunter, Kundert and Sunshine as continuing Class II Board
Members for a term expiring at the annual meeting of shareholders in
2008 and has designated Board Members Bremner, Evans and Schneider as
Class III Board Members for a term expiring at the annual meeting of
shareholders in 2009.
The Board of Municipal Income has designated Board Members Stockdale,
Schwertfeger and Stone as Class III Board Members, and as nominees for
Board Members for a term expiring in 2010 or until their successors have
been duly elected and qualified. The remaining Board Members Bremner,
Evans, Hunter, Kundert, Schneider and Sunshine are current and
continuing Board Members. The Board of Municipal Income has designated
Board Members Hunter, Kundert and Sunshine as continuing Class I Board
Members for a term expiring at the annual meeting of shareholders in
2008 and has designated Board Members Bremner, Evans and Schneider as
Class II Board Members for a term expiring at the annual meeting of
shareholders in 2009.
MASSACHUSETTS BUSINESS TRUSTS
Pursuant to the organizational documents of each Massachusetts Business Trust,
each Board is divided into three classes, Class I, Class II and Class III, to be
elected by the holders of the outstanding Common Shares and any outstanding
Preferred Shares, voting together as a single class to serve until the third
succeeding annual meeting subsequent to their election or thereafter, in each
case until their successors have been duly elected and qualified. For each
Massachusetts Business Trust with outstanding Preferred Shares, under normal
circumstances, holders of Preferred Shares are entitled to elect two (2) Board
Members. The Board Members elected by holders of Preferred Shares will be
elected to serve until the next annual meeting or until their successors shall
have been duly elected and qualified.
c. FOR EACH MASSACHUSETTS BUSINESS TRUST, EXCEPT SELECT MATURITIES, SELECT
PORTFOLIO, SELECT PORTFOLIO 2, SELECT PORTFOLIO 3, CALIFORNIA PORTFOLIO
AND NEW YORK PORTFOLIO:
(i) two (2) Board Members are to elected by holders of Common Shares and
Preferred Shares, voting together as a single class. Board Members
Stockdale and Stone
7
have been designated as Class I Board Members and as nominees for
Board Members for a term expiring at the annual meeting of
shareholders in 2010 or until their successors have been duly elected
and qualified. Board Members Bremner, Evans, Hunter, Kundert and
Sunshine are current and continuing Board Members. Board Members
Hunter, Kundert and Sunshine have been designated as Class II Board
Members for a term expiring at the annual meeting of shareholders in
2008 or until their successors have been duly elected and qualified.
Board Members Bremner and Evans have been designated as Class III
Board Members for a term expiring at the annual meeting of
shareholders in 2009 or until their successors have been duly elected
and qualified.
(ii) two (2) Board Members are to be elected by holders of Preferred
Shares, each series voting together as a single class. Board Members
Schneider and Schwertfeger are nominees for election by holders of
Preferred Shares for a term expiring at the next annual meeting or
until their successors have been duly elected and qualified.
d. FOR SELECT MATURITIES, SELECT PORTFOLIO, SELECT PORTFOLIO 2, SELECT
PORTFOLIO 3, CALIFORNIA PORTFOLIO AND NEW YORK PORTFOLIO: The Boards of
Select Maturities, Select Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio and New York Portfolio have designated
Board Members Schwertfeger, Stockdale and Stone as Class I Board
Members, and as nominees for 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 Bremner, Evans, Hunter,
Kundert and Sunshine are current and continuing Board Members. Board
Members Hunter, Kundert and Sunshine have been designated as Class II
Board Members for a term expiring at the annual meeting of shareholders
in 2008 or until their successors have been duly elected and qualified.
Board Members Bremner, Evans and Schneider have been designated as Class
III Board Members for a term expiring at the annual meeting of
shareholders in 2009 or until their successors have been duly elected
and qualified.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed in the table
below unless the proxy is marked otherwise. Each of the nominees has agreed to
serve as a Board Member of each Fund if elected. However, should any nominee
become unable or unwilling to accept nomination for election, the proxies will
be voted for substitute nominees, if any, designated by that Fund's present
Board.
For each Fund, except Municipal Value and Municipal Income, all Board Members
were last elected to each Fund's Board at the annual meeting of shareholders
held on August 1, 2006, with the exception of Ms. Stone. In December 2006, Ms.
Stone was appointed to each Fund's Board effective January 1, 2007. Ms. Stone is
presented in this Joint Proxy Statement as a nominee for election by
shareholders and was recommended to the nominating and governance committee of
each Fund's Board by a third party search firm who received Ms. Stone's name
from an Independent Board Member (as defined below).
For Municipal Value, Board Members Stockdale and Schwertfeger were last elected
as Class I Board members at the annual meeting of shareholders held on August 1,
2006 and August 3, 2004, respectively. Board Members Hunter, Kundert and
Sunshine were last elected as Class II Board Members at the annual meeting of
shareholders held on July 26, 2005. Board Members
8
Bremner, Evans and Schneider were last elected as Class III Board Members at the
annual meeting of shareholders held on August 1, 2006.
For Municipal Income, Board Members Stockdale and Schwertfeger were last elected
as Class III Board members at the annual meeting of shareholders held on August
1, 2006 and August 3, 2004, respectively. Board Members Bremner, Evans and
Schneider were last elected as Class II Board Members at the annual meeting of
shareholders held on August 1, 2006. Board Members Hunter, Kundert and Sunshine
were last elected as Class I Board Members at the annual meeting of shareholders
held on July 26, 2005.
Other than Mr. Schwertfeger, all Board Member nominees are not "interested
persons," as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), of the Funds or Nuveen Asset Management (the "Adviser") and have
never been an employee or director of Nuveen Investments, Inc. ("Nuveen"), the
Adviser's parent company, or any affiliate. Accordingly, such Board Members are
deemed "Independent Board Members."
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
BOARD NOMINEES/BOARD MEMBERS
--------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-
POSITION(S) TERM OF OFFICE PRINCIPAL OVERSEEN SHIPS HELD
NAME, ADDRESS HELD WITH AND LENGTH OCCUPATION(S) BY BOARD BY BOARD
AND BIRTH DATE FUND OF TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
--------------------------------------------------------------------------------------------------------------
NOMINEES WHO ARE NOT INTERESTED PERSONS OF THE FUND
Robert P. Bremner Board Term: Annual or Private Investor and 175 N/A
c/o Nuveen Member; Class III Board Management Consultant.
Investments, Inc. Lead Member until
333 West Wacker Drive Independent 2009(2)
Chicago, IL 60606 Director
(8/22/40) Length of Service:
Since 1996; Lead
Independent
Director Since 2005
Jack B. Evans Board Term: Annual or President, The Hall- 175 See
c/o Nuveen Member Class III Board Perrine Foundation, a Principal
Investments, Inc. Member until private philanthropic Occupation
333 West Wacker Drive 2009(2) corporation (since Description
Chicago, IL 60606 1996); Director and
(10/22/48) Length of Service: Vice Chairman, United
Since 1999 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.
9
--------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-
POSITION(S) TERM OF OFFICE PRINCIPAL OVERSEEN SHIPS HELD
NAME, ADDRESS HELD WITH AND LENGTH OCCUPATION(S) BY BOARD BY BOARD
AND BIRTH DATE FUND OF TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
--------------------------------------------------------------------------------------------------------------
William C. Hunter Board Term: Annual or Dean, Tippie College 175 See
c/o Nuveen Member Class II Board of Business, Principal
Investments, Inc. Member until University of Iowa Occupation
333 West Wacker Drive 2008(2) (since July 2006); Description
Chicago, IL 60606 Director, Credit
(3/6/48) Length of Service: Research Center at
Since 2004 Georgetown University;
Director (since 2004)
of Xerox Corporation,
a publicly held
company; formerly,
(2003-2006), Dean and
Distinguished
Professor of Finance,
School of Business at
the University of
Connecticut; formerly,
Senior Vice President
and Director of
Research at the
Federal Reserve Bank
of Chicago (1995-
2003); formerly,
Director, SS&C
Technologies, Inc.
(May 2005-October
2005).
David J. Kundert Board Term: Annual or Director, Northwestern 173 See
c/o Nuveen Member Class II Board Mutual Wealth Principal
Investments, Inc. Member until Management Company; Occupation
333 West Wacker Drive 2008(2) retired (2004) as Description
Chicago, IL 60606 Chairman, JPMorgan
(10/28/42) Length of Service: Fleming Asset
Since 2005 Management, President
and CEO, Banc One
Investment Advisors
Corporation, and
President, One Group
Mutual Funds; prior
thereto, Executive
Vice President, Bank
One Corporation and
Chairman and CEO, Banc
One Investment
Management Group;
Board of Regents,
Luther College; member
of the Wisconsin Bar
Association; member of
Board of Directors,
Friends of Boerner
Botanical Gardens;
member of Board of
Directors, Milwaukee
Repertory Theater.
William J. Schneider Board Term: Annual or Chairman, Miller- 175 See
c/o Nuveen Member Class III Board Valentine Partners Principal
Investments, Inc. Member until Ltd., a real estate Occupation
333 West Wacker Drive 2009(2) investment company; Description
Chicago, IL 60606 formerly, Senior
(9/24/44) Length of Service: Partner and Chief
Since 1996 Operating Officer
(retired 2004) of
Miller-Valentine
Group; formerly, Vice
President, Miller-
Valentine Realty;
Director, Chair of the
Finance Committee and
Member of the Audit
Committee of Premier
Health Partners, the
not-for-profit parent
company of Miami
Valley Hospital; Vice
President of the
Dayton Philharmonic
Orchestra Association;
Board Member, Regional
Leaders Forum which
promotes cooperation
on economic
development issues;
formerly, Director,
Dayton Development
Coalition; formerly,
Member, Community
Advisory Board,
National City Bank,
Dayton, Ohio and
Business Advisory
Council, Cleveland
Federal Reserve Bank.
Judith M. Stockdale Board Term: Annual or Executive Director, 175 N/A
c/o Nuveen Member Class I Board Gaylord and Dorothy
Investments, Inc. Member until Donnelley Foundation
333 West Wacker Drive 2010(2) (since 1994); prior
Chicago, IL 60606 thereto, Executive
(12/29/47) Length of Service: Director, Great Lakes
Since 1997 Protection Fund (from
1990 to 1994).
10
--------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-
POSITION(S) TERM OF OFFICE PRINCIPAL OVERSEEN SHIPS HELD
NAME, ADDRESS HELD WITH AND LENGTH OCCUPATION(S) BY BOARD BY BOARD
AND BIRTH DATE FUND OF TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
--------------------------------------------------------------------------------------------------------------
Carole E. Stone Board Term: Annual or Director, Chicago 175 See
c/o Nuveen Member Class I Board Board Options Exchange Principal
Investments, Inc. Member until (since 2006); Chair, Occupation
333 West Wacker Drive 2010(2) New York Racing Description
Chicago, IL 60606 Association Oversight
(6/28/47) Length of Service: Board (since 2005);
Since 2007 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).
Eugene S. Sunshine Board Term: Annual or Senior Vice President 175 See
c/o Nuveen Member Class II Board for Business and Principal
Investments, Inc. Member until Finance (since 1997), Occupation
333 West Wacker Drive 2008(2) Northwestern Description
Chicago, IL 60606 University; Director
(1/22/50) Length of Service: (since 2003), Chicago
Since 2005 Board Options
Exchange; Chairman
(since 1997), Board of
Directors, Rubicon, an
insurance company
owned by Northwestern
University; Director
(since 1997), Evanston
Chamber of Commerce
and Evanston
Inventure, a business
development
organization; Director
(since 2006),
Pathways, a provider
of therapy and related
information for
physically disabled
infants and young
children; formerly,
Director (2003-2006),
National Mentor
Holdings, a privately-
held, national
provider of home and
community-based
services.
Timothy R. Chairman of Term: Annual or Chairman and Director 175 See
Schwertfeger(3) the Board Class I Board (since 1996) of Nuveen Principal
333 West Wacker Drive and Board Member until Investments, Inc. and Occupation
Chicago, IL 60606 Member 2010(2) Nuveen Investments, Description
(3/28/49) LLC; Chairman and
Length of Service: Director (since 1997)
Since 1996 of Nuveen Asset
Management; Chairman
and Director (since
1999) of Rittenhouse
Asset Management,
Inc.; Chairman of
Nuveen Investments
Advisers, Inc. (since
2002); Chief Executive
Officer, NWQ Holdings,
LLC; formerly,
Director (1996-2006)
of Institutional
Capital Corporation;
formerly, Director
(1992-2004) and
Chairman (1996-2004)
of Nuveen Advisory
Corp. and Nuveen
Institutional Advisory
Corp.(4)
--------------------------------------------------------------------------------------------------------------
(1) Length of Service indicates the year in which the individual became a
Board Member of a fund in the Nuveen fund complex.
(2) For Municipal Income, Board Members Stockdale, Schuertfeger and Stone, if
elected, will serve as Class III Board Members with a term until 2010.
Board Members Hunter, Kundert and Sunshine are continuing Class I Board
Members with terms until 2008 and Board Members Bemner, Evans and
Schneider are continuing Class II Board Members with terms until 2009.
(3) "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of each Fund's adviser.
(4) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005
11
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, 2006.
DOLLAR RANGE OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL
BOARD MEMBER MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET INVESTMENT INSURED SELECT QUALITY
NOMINEES VALUE INCOME INCOME PLUS ADVANTAGE OPPORTUNITY QUALITY QUALITY QUALITY INCOME
----------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Jack B. Evans $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
William J. Schneider $0 $0 $50,001- $0 $0 $0 $0 $0 $0 $0
$100,000
Timothy R. Over $0 Over Over Over Over $0 $0 Over Over
Schwertfeger $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000
Judith M. Stockdale $0 $0 $0 $0 $0 $10,001- $0 $0 $0 $0
$50,000
Carole E. Stone(1) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Eugene S. Sunshine $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
----------------------------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
---------------------------------------------------------------
INSURED
BOARD MEMBER MUNICIPAL PREMIER PREMIER PREMIUM
NOMINEES OPPORTUNITY MUNICIPAL INSURED INCOME 2
---------------------------------------------------------------
Robert P. Bremner $0 $0 $0 $0
Jack B. Evans $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0
Timothy R. Over Over $0 Over
Schwertfeger $100,000 $100,000 $100,000
Judith M. Stockdale $0 $1- $0 $10,001-
$10,000 $50,000
Carole E. Stone(1) $0 $0 $0 $0
Eugene S. Sunshine $0 $0 $0 $0
---------------------------------------------------------------
(1) In December 2006, Ms.Stone was appointed to each Fund's Board effective
January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to her
being appointed as a Board Member.
12
DOLLAR RANGE OF EQUITY SECURITIES
-------------------------------------------------------------------------------------------------------------------------
INSURED INSURED INSURED
BOARD MEMBER PREMIUM PREMIUM DIVIDEND DIVIDEND DIVIDEND DIVIDEND TAX-FREE MUNICIPAL SELECT
NOMINEES INCOME 4 INCOME 2 ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 ADVANTAGE ADVANTAGE HIGH INCOME MATURITIES
-------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner $0 $0 $0 $0 $0 $0 $0 $0 $0
Jack B. Evans $0 $0 $0 $0 $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0 $0 $0 $0 $0
David J. Kundert $0 $0 $0 $0 $0 $0 $0 $0 $0
William J. $0 $0 $0 $0 $0 $0 $0 $10,001- $0
Schneider $50,000
Timothy R. $0 $0 Over Over Over $0 $0 $0 $0
Schwertfeger $100,000 $100,000 $100,000
Judith M. $0 $0 $10,001- $0 $0 $0 $0 $0 $0
Stockdale $50,000
Carole E. $0 $0 $0 $0 $0 $0 $0 $0 $0
Stone(1)
Eugene S. $0 $0 $0 $0 $0 $0 $0 $0 $0
Sunshine
-------------------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES
---------------------------------------------------------------------------------------------
AGGREGATE
DOLLAR RANGE
OF EQUITY
SECURITIES IN
ALL REGISTERED
INVESTMENT
COMPANIES
OVERSEEN BY
BOARD MEMBER
NOMINEES IN
FAMILY OF
BOARD MEMBER SELECT SELECT SELECT CALIFORNIA NEW YORK INVESTMENT
NOMINEES PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO PORTFOLIO COMPANIES(2)
---------------------------------------------------------------------------------------------
Robert P. Bremner $0 $0 $0 $0 $0 Over
$100,000
Jack B. Evans $0 $0 $0 $0 $0 Over
$100,000
William C. Hunter $0 $0 $0 $0 $0 Over
$100,000
David J. Kundert $0 $0 $0 $0 $0 Over
$100,000
William J. $0 $0 $0 $0 $0 Over
Schneider $100,000
Timothy R. $0 $0 $0 $0 $0 Over
Schwertfeger $100,000
Judith M. $0 $0 $0 $0 $0 Over
Stockdale $100,000
Carole E. $0 $0 $0 $0 $0 $0
Stone(1)
Eugene S. $0 $0 $0 $0 $0 Over
Sunshine $100,000
---------------------------------------------------------------------------------------------
(1) In December 2006, Ms. Stone was appointed to each Fund's Board effective
January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to her
being appointed as a Board Member.
(2) The amounts reflect the aggregate dollar range of equity securities and the
number of shares beneficially owned by the Board Member in the Funds and in
all Nuveen funds overseen by each Board Member.
13
The following table sets forth, for each Board Member and for the Board Members
and officers as a group, the amount of shares beneficially owned in each Fund as
of December 31, 2006. The information as to beneficial ownership is based on
statements furnished by each Board Member and officer.
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
----------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET INVESTMENT INSURED SELECT
BOARD MEMBER NOMINEES VALUE INCOME INCOME PLUS ADVANTAGE OPPORTUNITY QUALITY QUALITY QUALITY
----------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0 0 0 0
David J. Kundert 0 0 0 0 0 0 0 0 0
William J. Schneider 0 0 0 5,000 0 0 0 0 0
Timothy R. Schwertfeger 25,085 0 69,243 14,040(3) 6,594 21,000 0 0 35,000
Judith M. Stockdale 0 0 0 0 821 0 0 0 0
Carol E. Stone(2) 0 0 0 0 0 0 0 0 0
Eugene S. Sunshine 0 0 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A GROUP 31,297 0 70,281 21,040 8,594 21,821 1,000 0 37,630
----------------------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
--------------------------------------------------------------------------------
INSURED
QUALITY MUNICIPAL PREMIER PREMIER PREMIUM
BOARD MEMBER NOMINEES INCOME OPPORTUNITY MUNICIPAL INSURED INCOME 2
--------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0
Jack B. Evans 0 0 0 0 0
William C. Hunter 0 0 0 0 0
David J. Kundert 0 0 0 0 0
William J. Schneider 0 0 0 0 0
Timothy R. Schwertfeger 22,340(3) 35,000 25,000 0 30,024(3)
Judith M. Stockdale 0 0 3 0 808
Carol E. Stone(2) 0 0 0 0 0
Eugene S. Sunshine 0 0 0 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A GROUP 22,340 38,000 25,003 0 33,270
--------------------------------------------------------------------------------
(1) The numbers include share equivalents of certain Nuveen funds in which
the Board Member is deemed to be invested pursuant to the Deferred
Compensation Plan for Independent Board Members as more fully described
below.
(2) In December 2006, Ms. Stone was appointed to each Fund's Board effective
January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to
her being appointed as a Board Member.
(3) Fund shares owned by Mr. Schwertfeger include 40 preferred shares of
Quality Income, 30 preferred shares shares of Dividend Advantage, 40
preferred shares of Performance Plus and 24 preferred shares of Premium
Income 2.
14
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
----------------------------------------------------------------------------------------------------------------------------------
INSURED INSURED INSURED MUNICIPAL
BOARD MEMBER PREMIUM PREMIUM DIVIDEND DIVIDEND DIVIDEND DIVIDEND TAX-FREE HIGH SELECT
NOMINEES INCOME 4 INCOME 2 ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 ADVANTAGE ADVANTAGE INCOME MATURITIES
----------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0 0 0 0
David J. Kundert 0 0 0 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0 0 660 0
Timothy R.
Schwertfeger 0 0 40(3) 25,000 30,000 0 0 0 0
Judith M. Stockdale 0 0 857 0 0 0 0 0 0
Carole E. Stone(2) 0 0 0 0 0 0 0 0 0
Eugene S. Sunshine 0 0 0 0 0 0 0 0 0
ALL BOARD MEMBERS
AND
OFFICERS AS A
GROUP 4,900 0 2,887 32,593 32,100 0 0 600 0
----------------------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
------------------------------------------------------------------------------------
BOARD MEMBER SELECT SELECT SELECT CALIFORNIA NEW YORK
NOMINEES PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO PORTFOLIO
------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0
Jack B. Evans 0 0 0 0 0
William C. Hunter 0 0 0 0 0
David J. Kundert 0 0 0 0 0
William J. Schneider 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0
Carole E. Stone(2) 0 0 0 0 0
Eugene S. Sunshine 0 0 0 0 0
ALL BOARD MEMBERS
AND
OFFICERS AS A
GROUP 0 0 0 0 0
------------------------------------------------------------------------------------
(1) The numbers include share equivalents of certain Nuveen funds in which
the Board Member is deemed to be invested pursuant to the Deferred
Compensation Plan for Independent Board Members as more fully described
below.
(2) In December 2006, Ms. Stone was appointed to each Fund's Board effective
January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to
her being appointed as a Board Member.
(3) Fund Shares owned by Mr. Schwertfeger include 40 preferred shares of
Quality Income, 30 preferred shares of Dividend Advantage, 40 preferred
shares of Performance Plus and 24 preferred shares of Premium Income 2.
15
On December 31, 2006, Board Members and executive officers as a group
beneficially owned 1,500,000 shares of all funds managed by the Adviser
(includes deferred units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each Board Member's individual beneficial
shareholdings of each Fund constitute less than 1% of the outstanding shares of
each Fund. As of June 4, 2007, the Board Members and executive officers as a
group beneficially owned less than 1% of the outstanding shares of each Fund. As
of June 4, 2007 no shareholder beneficially owned more than 5% of any class of
shares of any Fund.
COMPENSATION
Prior to January 1, 2007, for all Nuveen funds, Independent Board Members
received a $90,000 annual retainer plus (a) a fee of $2,500 per day for
attendance in person or by telephone at a regularly scheduled meeting of the
Board; (b) a fee of $2,000 per meeting for attendance in person where such in-
person attendance is required and $1,000 per meeting for attendance by telephone
or in person where in-person attendance is not required at a special, non-
regularly scheduled board meeting; (c) a fee of $1,500 per meeting for
attendance in person or by telephone at an audit committee meeting; (d) a fee of
$1,500 per meeting for attendance in person at a compliance, risk management and
regulatory oversight committee meeting where in-person attendance is required
and $1,000 per meeting for attendance by telephone or in person where in-person
attendance is not required; (e) a fee of $1,000 per meeting for attendance in
person or by telephone for a meeting of the dividend committee; and (f) a fee of
$500 per meeting for attendance in person at all other committee meetings
(including shareholder meetings) on a day on which no regularly scheduled board
meeting is held in which in-person attendance is required and $250 per meeting
for attendance by telephone or in person at such committee meetings (excluding
shareholder meetings) where in-person attendance is not required and $100 per
meeting when the executive committee acts as pricing committee for IPOs, plus,
in each case, expenses incurred in attending such meetings. In addition to the
payments described above, the Lead Independent Director received $20,000, the
chairpersons of the audit committee and the compliance, risk management and
regulatory oversight committee received $7,500 and the chairperson of the
nominating and governance committee received $5,000 as additional retainers to
the annual retainer paid to such individuals. Independent Board Members also
received a fee of $2,000 per day for site visits on days on which no regularly
scheduled board meeting is held to entities that provide services to the Nuveen
funds. When ad hoc committees are organized, the nominating and governance
committee will at the time of formation determine compensation to be paid to the
members of such committee, however, in general such fees were $1,000 per meeting
for attendance in person at any ad hoc committee meeting where in-person
attendance is required and $500 per meeting for attendance by telephone or in
person at such meetings where in-person attendance is not required. The annual
retainer, fees and expenses was allocated among the funds managed by the
Adviser, on the basis of relative net asset sizes. The Board Member affiliated
with Nuveen and the Adviser served without any compensation from the Funds.
Effective January 1, 2007, for all Nuveen funds, Independent Board Members
receive a $95,000 annual retainer plus (a) a fee of $3,000 per day for
attendance in person or by telephone at a regularly scheduled meeting of the
Board; (b) a fee of $2,000 per meeting for attendance in person or by telephone
where in-person attendance is required and $1,500 per meeting for attendance by
telephone or in person where in-person attendance is not required at a special,
non-regularly scheduled board meeting; (c) a fee of $1,500 per meeting for
16
attendance in person or by telephone at an audit committee meeting; (d) a fee of
$1,500 per meeting for attendance in person or by telephone at a regularly
scheduled compliance, risk management and regulatory oversight committee meeting
(d) a fee of $1,500 per meeting for attendance in person at a non-regularly
scheduled compliance, risk management and regulatory oversight committee meeting
where in-person attendance is required and $1,000 per meeting for attendance by
telephone or in person where in-person attendance is not required, except that
the chairperson of the compliance, risk management and regulatory oversight
committee may at any time designate a non-regularly scheduled meeting of the
committee as an in-person meeting for the purposes of fees to be paid; (e) a fee
of $1,000 per meeting for attendance in person or by telephone for a meeting of
the dividend committee; and (f) a fee of $500 per meeting for attendance in
person at all other committee meetings (including shareholder meetings) on a day
on which no regularly scheduled board meeting is held in which in-person
attendance is required and $250 per meeting for attendance by telephone or in
person at such committee meetings (excluding shareholder meetings) where in-
person attendance is not required and $100 per meeting when the executive
committee acts as pricing committee for IPOs, plus, in each case, expenses
incurred in attending such meetings. In addition to the payments described
above, the Lead Independent Director receives $25,000, the chairpersons of the
audit committee and the compliance, risk management and regulatory oversight
committee receive $7,500 and the chairperson of the nominating and governance
committee receives $5,000 as additional retainers to the annual retainer paid to
such individuals. Independent Board Members also receive a fee of $2,000 per day
for site visits to entities that provide services to the Nuveen funds on days on
which no regularly scheduled board meeting is held. When ad hoc committees are
organized, the nominating and governance committee will at the time of formation
determine compensation to be paid to the members of such committee, however, in
general such fees will be $1,000 per meeting for attendance in person at any ad
hoc committee meeting where in-person attendance is required and $500 per
meeting for attendance by telephone or in person at such meetings where in-
person attendance is not required. The annual retainer, fees and expenses 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.
17
The table below shows, for each Independent Board Member, the aggregate
compensation (i) paid by each Fund to each Board Member for its last fiscal year
and (ii) paid (including deferred fees) for service on the boards of the Nuveen
open-end and closed-end funds managed by the Adviser for the calendar year ended
2006. Mr. Schwertfeger, a Board Member who is an interested person of the Funds,
does not receive any compensation from the Funds or any Nuveen funds.
AGGREGATE COMPENSATION FROM THE FUNDS(1)(3)
------------------------------------------------------------------------------------------------------------------------------
ROBERT P. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. CAROL E.
FUND BREMNER EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE STONE(2)
------------------------------------------------------------------------------------------------------------------------------
Municipal Value............................. $ 4,780 $ 4,617 $ 4,106 $ 4,154 $ 4,655 $ 4,186 --
Municipal Income............................ 210 202 173 172 195 179 --
Premium Income.............................. 3,552 3,431 3,052 3,087 3,459 3,111 --
Performance Plus............................ 3,376 3,260 2,900 2,934 3,287 2,956 --
Municipal Advantage......................... 2,476 2,391 2,127 2,151 2,410 2,167 --
Municipal Market Opportunity................ 2,568 2,479 2,206 2,231 2,500 2,248 --
Investment Quality.......................... 2,044 1,974 1,757 1,777 1,991 1,790 --
Insured Quality............................. 2,159 2,085 1,855 1,876 2,102 1,890 --
Select Quality.............................. 1,924 1,858 1,653 1,672 1,874 1,685 --
Quality Income.............................. 3,068 2,963 2,635 2,666 2,987 2,686 --
Insured Municipal Opportunity............... 4,621 4,463 3,970 4,016 4,500 4,046 --
Premier Municipal........................... 1,119 1,081 962 973 1,090 980 --
Premier Insured............................. 1,094 1,057 940 951 1,066 958 --
Premium Income 2............................ 2,323 2,243 1,995 2,019 2,262 2,034 --
Premium Income 4............................ 2,204 2,218 1,893 1,915 2,146 1,929 --
Insured Premium Income 2.................... 1,895 1,830 1,628 1,647 1,845 1,659 --
Dividend Advantage.......................... 2,148 2,074 1,845 1,867 2,092 1,881 --
Dividend Advantage 2........................ 1,646 1,590 1,414 1,430 1,603 1,441 --
Dividend Advantage 3........................ 2,233 2,156 1,918 1,940 2,174 1,955 --
Insured Dividend Advantage.................. 1,652 1,595 1,419 1,436 1,609 1,446 --
Insured Tax-Free Advantage.................. 997 963 857 867 971 873 --
Municipal High Income....................... 1,242 1,200 1,067 1,079 1,209 1,088 --
Select Maturities........................... 319 314 252 249 308 258 --
Select Portfolio............................ 613 605 507 491 608 513 --
Select Portfolio 2.......................... 652 643 540 522 646 545 --
Select Portfolio 3.......................... 475 469 393 380 471 397 --
California Portfolio........................ 234 231 194 188 232 196 --
New York Portfolio.......................... 142 140 118 114 141 119 --
TOTAL COMPENSATION FROM NUVEEN FUNDS PAID TO
BOARD MEMBERS............................. $177,329 $180,334 $145,755 $147,965 $175,131 $148,208 --
------------------------------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1)(3)
---------------------------------------------------------
EUGENE S.
FUND SUNSHINE(1)
---------------------------------------------------------
Municipal Value............................. $ 4,220
Municipal Income............................ 177
Premium Income.............................. 3,136
Performance Plus............................ 2,980
Municipal Advantage......................... 2,185
Municipal Market Opportunity................ 2,267
Investment Quality.......................... 1,805
Insured Quality............................. 1,906
Select Quality.............................. 1,699
Quality Income.............................. 2,708
Insured Municipal Opportunity............... 4,080
Premier Municipal........................... 988
Premier Insured............................. 966
Premium Income 2............................ 2,050
Premium Income 4............................ 1,945
Insured Premium Income 2.................... 1,673
Dividend Advantage.......................... 1,896
Dividend Advantage 2........................ 1,453
Dividend Advantage 3........................ 1,971
Insured Dividend Advantage.................. 1,459
Insured Tax-Free Advantage.................. 880
Municipal High Income....................... 1,097
Select Maturities........................... 271
Select Portfolio............................ 556
Select Portfolio 2.......................... 592
Select Portfolio 3.......................... 431
California Portfolio........................ 213
New York Portfolio.......................... 129
TOTAL COMPENSATION FROM NUVEEN FUNDS PAID TO
BOARD MEMBERS............................. $157,598
---------------------------------------------------------
(1) For all Funds, except Select Maturities, Select Portfolio, Select Portfolio
2, Select Portfolio 3, California Portfolio and New York Portfolio,
aggregate compensation numbers are based on the compensation schedule in
effect prior to January 1, 2007. For Select Maturities, Select Portfolio,
Select Portfolio 2, Select Portfolio 3, California Portfolio and New York
Portfolio, aggregate compensation numbers are based on a combination of the
compensation schedules in effect prior to and after January 1, 2007.
18
(2) In December 2006, Ms. Stone was appointed to each Fund's Board effective
January 1, 2007.
(3) Includes deferred fees. Pursuant to a deferred compensation agreement
with certain of the Funds, deferred amounts are treated as though an
equivalent dollar amount has been invested in shares of one or more
eligible Nuveen funds. Total deferred fees for the Funds (including the
return from the assumed investment in the eligible Nuveen funds) payable
are:
ROBERT P. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. CAROL E.
FUND BREMNER EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE STONE
----------------------------------------------------------------------------------------------------------------------------
Municipal Value......................... $755 $1,202 $4,106 $4,154 $4,655 $2,685 --
Premium Income.......................... 561 893 3,052 3,087 3,459 1,995 --
Performance Plus........................ 533 849 2,900 2,934 3,287 1,896 --
Municipal Advantage..................... 391 622 2,127 2,151 2,410 1,390 --
Municipal Market Opportunity............ 406 645 2,206 2,231 2,500 1,442 --
Investment Quality...................... 323 514 1,757 1,777 1,991 1,148 --
Insured Quality......................... 341 543 1,855 1,876 2,102 1,212 --
Select Quality.......................... 304 484 1,653 1,672 1,874 1,080 --
Quality Income.......................... 485 771 2,635 2,666 2,987 1,723 --
Insured Municipal Opportunity........... 730 1,162 3,970 4,016 4,500 2,595 --
Premier Municipal....................... 177 281 962 973 1,090 629 --
Premier Insured......................... 173 275 940 951 1,066 614 --
Premium Income 2........................ 367 584 1,995 2,019 2,262 1,304 --
Premium Income 4........................ 348 554 1,893 1,915 2,146 1,237 --
Insured Premium Income 2................ 299 476 1,628 1,647 1,845 1,064 --
Dividend Advantage...................... 339 540 1,845 1,867 2,092 1,206 --
Dividend Advantage 2.................... 260 414 1,414 1,430 1,603 924 --
Dividend Advantage 3.................... 353 561 1,918 1,940 2,174 1,253 --
Insured Dividend Advantage.............. 261 415 1,419 1,436 1,609 928 --
Insured Tax-Free Advantage.............. 158 251 857 867 971 560 --
Municipal High Income................... 196 312 1,067 1,079 1,209 698 --
Select Portfolio........................ 95 156 507 491 608 340 --
Select Portfolio 2...................... 102 166 540 522 646 362 --
Select Portfolio 3...................... 74 121 393 380 471 264 --
California Portfolio.................... 36 60 194 188 232 130 --
New York Portfolio...................... 22 36 118 114 141 79 --
----------------------------------------------------------------------------------------------------------------------------
EUGENE S.
FUND SUNSHINE
------------------------------------------------------
Municipal Value......................... $4,060
Premium Income.......................... 3,017
Performance Plus........................ 2,867
Municipal Advantage..................... 2,102
Municipal Market Opportunity............ 2,180
Investment Quality...................... 1,736
Insured Quality......................... 1,833
Select Quality.......................... 1,634
Quality Income.......................... 2,605
Insured Municipal Opportunity........... 3,924
Premier Municipal....................... 951
Premier Insured......................... 929
Premium Income 2........................ 1,972
Premium Income 4........................ 1,871
Insured Premium Income 2................ 1,609
Dividend Advantage...................... 1,824
Dividend Advantage 2.................... 1,398
Dividend Advantage 3.................... 1,896
Insured Dividend Advantage.............. 1,403
Insured Tax-Free Advantage.............. 847
Municipal High Income................... 1,055
Select Portfolio........................ 556
Select Portfolio 2...................... 592
Select Portfolio 3...................... 431
California Portfolio.................... 213
New York Portfolio...................... 129
------------------------------------------------------
19
Nuveen maintains a charitable matching contributions program to encourage the
active support and involvement of individuals in the civic activities of their
community. Until December 31, 2006, the Independent Board Members of the funds
managed by the Adviser were eligible to participate in the charitable
contributions program of Nuveen. Under the matching contributions program,
Nuveen would match the personal contributions of a Board Member to Section
501(c)(3) organizations up to an aggregate maximum amount of $10,000 during any
calendar year.
COMMITTEES
The Board of each Fund has five standing committees: the executive committee,
the audit committee, the nominating and governance committee, the dividend
committee and the compliance, risk management and regulatory oversight
committee.
Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve
as members of the executive committee of each Fund. The executive committee,
which meets between regular meetings of the Board, is authorized to exercise all
of the powers of the Board; provided that the scope of the powers of the
executive committee, unless otherwise specifically authorized by the full Board,
is limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative or ministerial
nature. The executive committee of each Fund held no meetings during its last
fiscal year.
Jack B. Evans, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, are
current members of the dividend committee of each Fund. The dividend committee
is authorized to declare distributions on the Fund's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The dividend committee of each Fund held three meetings during
its last fiscal year.
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 compliance, risk
management and regulatory oversight committee of each Fund held four meetings
during its last fiscal year, except the compliance risk management and
regulatory oversight committee of Select Maturities, Select Portfolio, Select
Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio
held three meetings during its last fiscal year.
Each Fund's Board has an audit committee, in accordance with Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), that is
composed of Independent Board Members who are also "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner,
Jack B. Evans, Chair, David J. Kundert, William J. Schneider and Eugene S.
Sunshine are current members of the audit committee of each Fund. The audit
committee is responsible for the oversight and monitoring of (1) the accounting
and reporting policies, procedures and practices and the audit of the financial
statements of the Funds (2) the quality and integrity of the financial
statements of the Funds and (3) the independent registered public accounting
firm's qualifications, performance and
20
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
and American Stock Exchange. A copy of the Audit Committee Charter is attached
to the proxy statement as Appendix A. The audit committee of each Fund held four
meetings during its last fiscal year.
Each Fund has a nominating and governance committee that is composed entirely of
Independent Board Members who are also "independent" as defined by New York
Stock Exchange or American Stock Exchange listing standards, as applicable.
Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert,
William J. Schneider, Judith M. Stockdale, Carole E. Stone and Eugene S.
Sunshine are current members of the nominating and governance committee of each
Fund. The purpose of the nominating and governance committee is to seek,
identify and recommend to the Board qualified candidates for election or
appointment to each Fund's Board. In addition, the committee oversees matters of
corporate governance, including the evaluation of Board performance and
processes, and assignment and rotation of committee members, and the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable. The committee operates under a written charter adopted
and approved by the Boards of each Fund, a copy of which is available on the
Funds' website at www.nuveen.com/etf/products/fundGovernance.aspx. The
nominating and governance committee of each Fund held four meetings during its
last fiscal year.
The nominating and governance committee looks to many sources for
recommendations of qualified 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
21
other service providers. These experience requirements may vary depending on the
current composition of the Board, since the goal is to ensure an appropriate
range of skills and experience, in the aggregate. All candidates must meet high
expectations of personal integrity, governance experience and professional
competence that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by committee members. The committee may use
any process it deems appropriate for the purpose of evaluating candidates, which
process may include, without limitation, personal interviews, background checks,
written submissions by the candidates and third party references. There is no
difference in the manner in which the nominating and governance committee
evaluates candidates when the candidate is submitted by a shareholder. The
nominating and governance committee reserves the right to make the final
selection regarding the nomination of any prospective Board member.
The Independent Board Members of each Fund have appointed Robert P. Bremner as
their Lead Independent Director. The role of the Lead Independent Director is
one of coordination and assuring the appropriate, effective and efficient
functioning of the Board and the Board processes. Specific responsibilities may
include organizing and leading Independent Board Member sessions, facilitating
and ensuring an appropriate level of communication among the Independent Board
Members, leading the assessment of the Board's effectiveness, and working with
the Adviser's staff and outside counsel on board meeting agendas, board material
and workshops for Independent Board Members to ensure that the priorities of the
Independent Board Members are addressed.
The Board of each Fund held four regular quarterly meetings and six special
meetings during the last fiscal year, except the Board of Select Maturities,
Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio
and New York Portfolio held five special meetings during its last fiscal year.
During the last fiscal year, each Board Member attended 75% or more of each
Fund's Board meetings and the committee meetings (if a member thereof) held
during the period for which such Board Member was a Board Member. The policy of
the Board relating to attendance by Board Members at annual meetings of the
Funds and the number of Board Members who attended the last annual meeting of
shareholders of each Fund is posted on the Funds' website at
www.nuveen.com/etf/products/fundgovernance.aspx.
22
THE OFFICERS
The following table sets forth information as of June 1, 2007 with respect to
each officer of the Funds other than Mr. Schwertfeger (who is a Board Member and
is included in the table relating to nominees for the Board). Officers receive
no compensation from the Funds. The officers are elected by the Board on an
annual basis to serve until successors are elected and qualified.
-------------------------------------------------------------------------------------------
NUMBER OF
PORTFO-
TERM OF LIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
-------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director (since 175
333 West Wacker Drive Administrative Length of 2002), Assistant
Chicago, IL 60606 Officer Service: Secretary and Associate
(9/9/56) Since 1988 General Counsel,
formerly, Vice President
of Nuveen Investments,
LLC; Managing Director
(since 2002), Assistant
Secretary and Associate
General Counsel,
formerly, Vice President
of Nuveen Asset
Management; Managing
Director (since 2004)
and Assistant Secretary
(since 1994) of Nuveen
Investments, Inc.;
Assistant Secretary of
NWQ Investment
Management Company, LLC
(since 2002); Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director,
Associate General
Counsel and Assistant
Secretary of Rittenhouse
Asset Management, Inc.
and Symphony Asset
Management LLC (since
2003); Assistant
Secretary, Santa Barbara
Asset Management LLC
(since 2006);
previously, Managing
Director (from 2002-
2004), General Counsel
and Assistant Secretary
of Nuveen Advisory Corp.
and Nuveen Institutional
Advisory Corp.(2);
Chartered Financial
Analyst.
23
-------------------------------------------------------------------------------------------
NUMBER OF
PORTFO-
TERM OF LIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
-------------------------------------------------------------------------------------------
Williams Adams IV 333 Vice President Term: Annual Executive Vice 118
West Wacker Drive Length of President, U.S.
Chicago, IL 60606 Service: Structured Products of
(6/9/55) Since 2007 Nuveen Investments, LLC,
(since 1999), prior
thereto, Managing
Director of Structured
Investments.
Julia L. Antonatos Vice President Term: Annual Managing Director (since 175
333 West Wacker Drive Length of 2005), formerly, Vice
Chicago, IL 60606 Service: President, formerly,
(9/22/63) Since 2004 Assistant Vice President
of Nuveen Investments,
LLC; Chartered Financial
Analyst.
Cedric H. Antosiewicz Vice President Term: Annual Managing Director, 118
333 West Wacker Drive Length of (since 2004),
Chicago, IL 60606 Service: previously, Vice
(1/11/62) Since 2007 President (1993-2004) of
Nuveen Investments LLC.
Michael T. Atkinson Vice President Term: Annual Vice President (since 175
333 West Wacker Drive and Assistant Length of 2002), formerly
Chicago, IL 60606 Secretary Service: Assistant Vice
(2/3/66) Since 2002 President, formerly,
Associate of Nuveen
Investments, LLC.
Peter H. D'Arrigo 333 Vice President Term: Annual Vice President and 175
West Wacker Drive and Treasurer Length of Treasurer (since 1999)
Chicago, IL 60606 Service: of Nuveen Investments,
(11/28/67) Since 1999 LLC and of Nuveen
Investments, Inc.; Vice
President and Treasurer
of Nuveen Asset
Management (since 2002)
and of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Treasurer of
NWQ Investments
Management Company, LLC.
(since 2002); Vice
President and Treasurer
(since 2003) of Nuveen
Rittenhouse Asset
Management, Inc.; and
Symphony Asset
Management LLC;
Treasurer (since 2006),
Santa Barbara Asset
Management LLC;
formerly, Vice President
and Treasurer (from 1999
to 2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2);
Chartered Financial
Analyst.
24
-------------------------------------------------------------------------------------------
NUMBER OF
PORTFO-
TERM OF LIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
-------------------------------------------------------------------------------------------
Lorna C. Ferguson 333 Vice President Term: Annual Managing Director (since 175
West Wacker Drive Length of 2004), formerly, Vice
Chicago, IL 60606 Service: President of Nuveen
(10/24/45) Since 1998 Investments, LLC;
Managing Director of
Nuveen Asset Management;
formerly, Managing
Director (2004),
formerly, Vice President
of Nuveen Advisory Corp.
and Nuveen Institutional
Advisory Corp.(2)
William M. Fitzgerald Vice President Term: Annual Managing Director of 175
333 West Wacker Drive Length of Nuveen Asset Management
Chicago, IL 60606 Service: (since 2001); Vice
(3/2/64) Since 1995 President of Nuveen
Investments Advisers
Inc. (since 2002);
formerly, Managing
Director (from 2001 to
2004), formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2);
Chartered Financial
Analyst.
Stephen D. Foy 333 Vice President Term: Annual Vice President (since 175
West Wacker Drive and Controller Length of 1993) and Funds
Chicago, IL 60606 Service: Controller (since 1998)
(5/31/54) Since 1993 of Nuveen Investments,
LLC; Vice President
(since 1998), formerly,
Funds Controller of
Nuveen Investments,
Inc.; Certified Public
Accountant.
Walter M. Kelly 333 Chief Term: Assistant Vice President 175
West Wacker Drive Compliance Annual and Assistant General
Chicago, IL 60606 Officer and Length of Counsel (since 2003) of
(2/24/70) Vice President Service: Nuveen Investments, LLC;
Since 2003 formerly, Assistant Vice
President and Assistant
Secretary of the Nuveen
Funds (2003-2006);
previously, Associate
(2001-2003) at the law
firm of Vedder, Price,
Kaufman & Kammholz, P.C.
David J. Lamb 333 Vice President Term: Annual Vice President of Nuveen 175
West Wacker Drive Length of Investments, LLC (since
Chicago, IL 60606 Service: 2000); Certified Public
(3/22/63) Since 2000 Accountant.
25
-------------------------------------------------------------------------------------------
NUMBER OF
PORTFO-
TERM OF LIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
-------------------------------------------------------------------------------------------
Tina M. Lazar Vice President Term: Annual Vice President of Nuveen 175
333 West Wacker Drive Length of Investments, LLC (since
Chicago, IL 60606 Service: 1999).
(8/27/61) Since 2002
Larry W. Martin 333 Vice President Term: Annual Vice President, 175
West Wacker Drive and Assistant Length of Assistant Secretary and
Chicago, IL 60606 Secretary Service: Assistant General
(7/27/51) Since 1988 Counsel of Nuveen
Investments, LLC; Vice
President, Assistant
General Counsel and
Assistant Secretary of
Nuveen Investments,
Inc.; Vice President
(since 2005) and
Assistant Secretary
(since 1997) of Nuveen
Asset Management; Vice
President (since 2000),
Assistant Secretary and
Assistant General
Counsel (since 1998) of
Rittenhouse Asset
Management, Inc.; Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Secretary of
NWQ Investment
Management Company, LLC.
(since 2002); and
Symphony Asset
Management LLC (since
2003); formerly, Vice
President and Assistant
Secretary of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
Kevin J. McCarthy 333 Vice President Term: Annual Vice President and 175
West Wacker Drive and Secretary Length of Assistant General
Chicago, IL 60606 Service: Counsel, Nuveen
(3/26/66) Since 2007 Investments since 2007;
prior thereto, Partner,
Bell, Boyd & Lloyd LLP
since 1997
John V. Miller Vice President Term: Managing Director (since 175
333 West Wacker Drive Annual 2007), formerly, Vice
Chicago, IL 60606 Length of President (2002-2007) of
(4/10/67) Service: Nuveen Investments, LLC;
Since 2007 Chartered Financial
Analyst
-------------------------------------------------------------------------------------------
(1) Length of Service indicates the year the individual became an officer of
a fund in the Nuveen fund complex.
(2) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were
reorganized into Nuveen Asset Management, effective January 1, 2005.
26
AUDIT COMMITTEE REPORT
The audit committee of each Board is responsible for the oversight and
monitoring of (1) the accounting and reporting policies, processes and
practices, and the audit of the financial statements, of each Fund, and (2) the
quality and integrity of the Funds' financial statements, and (3) the
independent registered public accounting firm's qualifications, performance and
independence. In its oversight capacity, the committee reviews each Fund's
annual financial statements with both management and the independent registered
public accounting firm and the committee meets periodically with the independent
registered public accounting firm and internal auditors to consider their
evaluation of each Fund's financial and internal controls. The committee also
selects, retains, evaluates and may replace each Fund's independent registered
public accounting firm. The committee is currently composed of five Board
Members and operates under a written charter adopted and approved by each Board,
a copy of which is attached as Appendix A. Each committee member meets the
independence and experience requirements, as applicable, of the New York Stock
Exchange, American Stock Exchange, Section 10A of the Securities Exchange Act of
1934 and the rules and regulations of the Securities and Exchange Commission.
The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent registered public accounting firm. The
committee has also reviewed and discussed the audited financial statements with
management. Management has represented to the independent registered public
accounting firm that each Fund's financial statements were prepared in
accordance with generally accepted accounting principles. The committee has also
discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards ("SAS") No. 61
(Communication with Audit Committees), as amended by SAS No. 90 (Audit Committee
Communications). Each Fund's independent registered public accounting firm
provided to the committee the written disclosure required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the committee discussed with representatives of the independent registered
public accounting firm their firm's independence. As provided in the Audit
Committee Charter, it is not the committee's responsibility to determine, and
the considerations and discussions referenced above do not ensure, that each
Fund's financial statements are complete and accurate and presented in
accordance with generally accepted accounting principles.
Based on the committee's review and discussions with management and the
independent registered public accounting firm, the representations of management
and the report of the independent registered public accounting firm to the
committee, the committee has recommended that the Boards include the audited
financial statements in each Fund's Annual Report.
The members of the committee are:
Robert P. Bremner
Jack B. Evans
David J. Kundert
William J. Schneider
Eugene S. Sunshine
27
AUDIT AND RELATED FEES. The following tables provide the aggregate fees billed
during each Fund's last two fiscal years by each Fund's independent registered
accounting firm for engagements directly related to the operations and financial
reporting of each Fund, including those relating (i) to each Fund for services
provided to the Fund and (ii) to the Adviser and certain entities controlling,
controlled by, or under common control with the Adviser that provide ongoing
services to each Fund ("Adviser Entities").
-----------------------------------------------------------------------------------------------------------------------------------
AUDIT RELATED FEES(2) TAX FEES(3)
AUDIT FEES(1) ------------------------------------ ------------------------------------
------------------ ADVISER AND ADVISER AND
FUND FUND ADVISER ENTITIES FUND ADVISER ENTITIES
------------------ ---------------- ---------------- ---------------- ----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2005 2006 2005 2006 2005 2006 2005 2006 2005 2006
-----------------------------------------------------------------------------------------------------------------------------------
Municipal Value $51,752 $55,927 $0 $0 $0 $0 $ 619 $400 $2,200 $0
Municipal Income 7,729 8,250 0 0 0 0 410 400 2,200 0
Premium Income 40,369 43,097 0 0 0 0 566 400 2,200 0
Performance Plus 38,788 41,290 0 0 0 0 559 400 2,200 0
Municipal Advantage 30,029 31,881 0 0 0 0 516 400 2,200 0
Municipal Market Opportunity 30,822 32,827 0 0 0 0 520 400 2,200 0
Investment Quality 25,808 27,370 0 0 0 0 497 400 2,200 0
Insured Quality 26,968 28,568 0 0 0 0 502 400 2,200 0
Select Quality 24,564 26,123 0 0 0 0 490 400 2,200 0
Quality Income 35,729 38,044 0 0 0 0 544 400 2,200 0
Insured Municipal Opportunity 51,443 54,258 0 0 0 0 619 400 2,200 0
Premier Municipal 16,612 17,717 0 0 0 0 453 400 2,200 0
Premier Insured 16,517 17,475 0 0 0 0 452 400 2,200 0
Premium Income 2 28,383 30,277 0 0 0 0 509 400 2,200 0
Premium Income 4 27,106 29,007 0 0 0 0 503 400 2,200 0
Insured Premium Income 2 24,344 25,811 0 0 0 0 490 400 2,200 0
Dividend Advantage 26,714 28,471 0 0 0 0 1,416 400 2,200 0
Dividend Advantage 2 21,675 23,216 0 0 0 0 1,340 400 2,200 0
Dividend Advantage 3 27,440 29,311 0 0 0 0 1,445 400 2,200 0
Insured Dividend Advantage 21,890 23,278 0 0 0 0 1,356 400 2,200 0
Insured Tax-Free Advantage 15,435 16,438 0 0 0 0 947 400 2,200 0
Municipal High Income 17,462 18,929 0 0 0 0 456 400 2,200 0
-----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------
ALL OTHER FEES(4)
------------------------------------
ADVISER AND
FUND ADVISER ENTITIES
---------------- ----------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2005 2006 2005 2006
----------------------------------------------------------------------------
Municipal Value $ 0 $ 0 $0 $0
Municipal Income 0 0 0 0
Premium Income 2,750 2,950 0 0
Performance Plus 2,750 2,950 0 0
Municipal Advantage 2,750 2,950 0 0
Municipal Market Opportunity 2,750 2,950 0 0
Investment Quality 2,750 2,950 0 0
Insured Quality 2,750 2,950 0 0
Select Quality 2,750 2,950 0 0
Quality Income 2,750 2,950 0 0
Insured Municipal Opportunity 2,750 2,950 0 0
Premier Municipal 2,750 2,950 0 0
Premier Insured 2,750 2,950 0 0
Premium Income 2 2,750 2,950 0 0
Premium Income 4 2,750 2,950 0 0
Insured Premium Income 2 2,750 2,950 0 0
Dividend Advantage 2,750 2,950 0 0
Dividend Advantage 2 2,750 2,950 0 0
Dividend Advantage 3 2,750 2,950 0 0
Insured Dividend Advantage 2,750 2,950 0 0
Insured Tax-Free Advantage 2,750 2,950 0 0
Municipal High Income 650 700 0 0
----------------------------------------------------------------------------
(1) "Audit Fees" are the aggregate fees billed for professional services for
the audit of the Fund's annual financial statements and services provided
in connection with statutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for assurance and
related services reasonably related to the performance of the audit or
review of financial statements and are not reported under "Audit Fees."
(3) "Tax Fees" are the aggregate fees billed for professional services for
tax advice, tax compliance and tax planning. Amounts reported for each
respective Fund under the column heading "Advisor and Advisor Entities"
represents amounts billed to the Adviser, by each Fund's independent
registered public accounting firm, exclusively for the preparation of the
Fund's tax return, the cost of which is borne by the Adviser. In the
aggregate, for all Nuveen funds, these fees amounted to $161,400.
(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
28
-------------------------------------------------------------------------------------------------------------------------
AUDIT RELATED FEES(2) TAX FEES(3)
------------------------------ ------------------------------ ALL OTHER
AUDIT FEES(1) ADVISER AND ADVISER AND FEES(4)
---------------- ADVISER ADVISER --------------
FUND FUND ENTITIES FUND ENTITIES FUND
---------------- -------------- -------------- -------------- -------------- --------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007
-------------------------------------------------------------------------------------------------------------------------
Select Maturities $ 9,192 $ 9,674 $0 $0 $0 $0 $405 $0 $0 $0 $0 $0
Select Portfolio 12,030 12,684 0 0 0 0 410 0 0 0 0 0
Select Portfolio 2 12,400 13,103 0 0 0 0 410 0 0 0 0 0
Select Portfolio 3 10,680 11,265 0 0 0 0 407 0 0 0 0 0
California Portfolio 8,327 8,778 0 0 0 0 404 0 0 0 0 0
New York Portfolio 7,432 7,825 0 0 0 0 402 0 0 0 0 0
-------------------------------------------------------------------------------------------------------------------------
---------------------------------------
ALL OTHER
FEES(4)
--------------
ADVISER AND
ADVISER
ENTITIES
--------------
FISCAL FISCAL
YEAR YEAR
ENDED ENDED
2006 2007
---------------------------------------
Select Maturities $0 $0
Select Portfolio 0 0
Select Portfolio 2 0 0
Select Portfolio 3 0 0
California Portfolio 0 0
New York Portfolio 0 0
---------------------------------------
(1) "Audit Fees" are the aggregate fees billed for professional services for
the audit of the Fund's annual financial statements and services provided
in connection with statutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for assurance and
related services reasonably related to the performance of the audit or
review of financial statements and are not reported under "Audit Fees."
(3) "Tax Fees" are the aggregate fees billed for professional services for
tax advice, tax compliance and tax planning. Amounts reported for each
respective Fund under the column heading "Advisor and Advisor Entities"
represents amounts billed to the Adviser, by each Fund's independent
registered accounting firm, exclusively for the preparation of the Fund's
tax return, the cost of which is borne by the Adviser. In the aggregate,
for all Nuveen funds, these fees amounted to $161,400.
(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
29
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 BILLED
DIRECTLY TO
TOTAL NON-AUDIT TO THE OPERATIONS AND ADVISER AND ADVISER ENTITIES
FEES BILLED TO FUND FINANCIAL REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ---------------------------- ----------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006
------------------------------------------------------------------------------------------------------------------------
Municipal Value $ 619 $ 400 $2,200 $0 $0 $0
Municipal Income 410 400 2,200 0 0 0
Premium Income 3,316 3,350 2,200 0 0 0
Performance Plus 3,309 3,350 2,200 0 0 0
Municipal Advantage 3,266 3,350 2,200 0 0 0
Municipal Market Opportunity 3,270 3,350 2,200 0 0 0
Investment Quality 3,247 3,350 2,200 0 0 0
Insured Quality 3,252 3,350 2,200 0 0 0
Select Quality 3,240 3,350 2,200 0 0 0
Quality Income 3,294 3,350 2,200 0 0 0
Insured Municipal Opportunity 3,369 3,350 2,200 0 0 0
Premier Municipal 3,203 3,350 2,200 0 0 0
Premier Insured 3,202 3,350 2,200 0 0 0
Premium Income 2 3,259 3,350 2,200 0 0 0
Premium Income 4 3,253 3,350 2,200 0 0 0
Insured Premium Income 2 3,240 3,350 2,200 0 0 0
Dividend Advantage 4,166 3,350 2,200 0 0 0
Dividend Advantage 2 4,090 3,350 2,200 0 0 0
Dividend Advantage 3 4,195 3,350 2,200 0 0 0
Insured Dividend Advantage 4,106 3,350 2,200 0 0 0
Insured Tax-Free Advantage 3,697 3,350 2,200 0 0 0
Municipal High Income 1,106 1,100 2,200 0 0 0
------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2005 ENDED 2006
----------------------------------------------------------
Municipal Value $2,819 $ 400
Municipal Income 2,610 400
Premium Income 5,516 3,350
Performance Plus 5,509 3,350
Municipal Advantage 5,466 3,350
Municipal Market Opportunity 5,470 3,350
Investment Quality 5,447 3,350
Insured Quality 5,452 3,350
Select Quality 5,440 3,350
Quality Income 5,494 3,350
Insured Municipal Opportunity 5,569 3,350
Premier Municipal 5,403 3,350
Premier Insured 5,402 3,350
Premium Income 2 5,459 3,350
Premium Income 4 5,453 3,350
Insured Premium Income 2 5,440 3,350
Dividend Advantage 6,366 3,350
Dividend Advantage 2 6,290 3,350
Dividend Advantage 3 6,395 3,350
Insured Dividend Advantage 6,306 3,350
Insured Tax-Free Advantage 5,897 3,350
Municipal High Income 3,306 1,100
----------------------------------------------------------
30
------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES BILLED
TO
ADVISER AND ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES BILLED
DIRECTLY TO
TOTAL NON-AUDIT TO THE OPERATIONS AND ADVISER AND ADVISER ENTITIES
FEES BILLED TO FUND FINANCIAL REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ---------------------------- ----------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2006 ENDED 2007 ENDED 2006 ENDED 2007 ENDED 2006 ENDED 2007
------------------------------------------------------------------------------------------------------------------------
Select Maturities $405 $0 $0 $0 $0 $0
Select Portfolio 410 0 0 0 0 0
Select Portfolio 2 410 0 0 0 0 0
Select Portfolio 3 407 0 0 0 0 0
California Portfolio 404 0 0 0 0 0
New York Portfolio 402 0 0 0 0 0
------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2006 ENDED 2007
----------------------------------------------------------
Select Maturities $405 $0
Select Portfolio 410 0
Select Portfolio 2 410 0
Select Portfolio 3 407 0
California Portfolio 404 0
New York Portfolio 402 0
----------------------------------------------------------
31
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent registered public accounting
firm's engagements (i) with the Fund for audit or non-audit services and (ii)
with the Adviser and Adviser Entities for non-audit services if the engagement
relates directly to the operations and financial reporting of the Fund.
Regarding tax and research projects conducted by the independent registered
public accounting firm for each Fund and the Adviser and Adviser Entities (with
respect to the operations and financial reporting of each Fund), such
engagements will be (i) pre-approved by the audit committee if they are expected
to be for amounts greater than $10,000; (ii) reported to the audit committee
chairman for his verbal approval prior to engagement if they are expected to be
for amounts under $10,000 but greater than $5,000; and (iii) reported to the
audit committee at the next audit committee meeting if they are expected to be
for an amount under $5,000.
For engagements with each Fund's independent registered public accounting firm
entered into on or after May 6, 2003, the audit committee approved in advance
all audit services and non-audit services that the independent registered public
accounting firm provided to each Fund and to the Adviser and Adviser Entities
(with respect to the operations and financial reporting of each Fund). None of
the services rendered by the independent registered accounting firm to each Fund
or the Adviser or Adviser Entities were pre-approved by the audit committee
pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule
2.01(c)(7)(ii) of Regulation S-X.
ADDITIONAL INFORMATION
APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Board has appointed Ernst & Young LLP as independent registered public
accounting firm to audit the books and records of each Fund for its fiscal year.
A representative of Ernst & Young LLP will be present at the Annual Meetings to
make a statement, if such representative so desires, and to respond to
shareholders' questions. Ernst & Young LLP has informed each Fund that it has no
direct or indirect material financial interest in the Funds, Nuveen, the Adviser
or any other investment company sponsored by Nuveen.
SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board
Members and officers, the Adviser, affiliated persons of the Adviser and persons
who own more than 10% of a registered class of a Fund's equity securities to
file forms reporting their affiliation with that Fund and reports of ownership
and changes in ownership of that Fund's shares with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange or American Stock
Exchange, as applicable. These persons and entities are required by SEC
regulation to furnish the Funds with copies of all Section 16(a) forms they
file. Based on a review of these forms furnished to each Fund, each Fund
believes that its Board Members and officers, investment adviser and affiliated
persons of the investment adviser have complied with all applicable Section
16(a) filing requirements during its last fiscal year. To the knowledge of
management of the Funds, no shareholder of a Fund owns more than 10% of a
registered class of a Fund's equity securities.
32
INFORMATION ABOUT THE ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves
as investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Founded in
1898, Nuveen and its affiliates had $166 billion of assets under management as
of March 31, 2007. Nuveen is a publicly-traded company and is listed on the New
York Stock Exchange and trades under the symbol "JNC".
On June 20, 2007, Nuveen announced that it had entered into a definitive
Agreement and Plan of Merger ("Merger Agreement") to be acquired by an investor
group majority-led by Madison Dearborn Partners, LLC. Madison Dearborn Partners,
LLC is a private equity investment firm based in Chicago, Illinois. The investor
group's financial advisors and investors include Merrill Lynch and Merrill Lynch
Global Private Equity, Wachovia and Wachovia Capital Partners, LLC, Citi,
Deutsche Bank and Deutsche Bank Investment Partners and Morgan Stanley. The
merger is expected to be completed by the end of the year, subject to customary
conditions, including obtaining the approval of Nuveen's stockholders, obtaining
necessary fund and client consents sufficient to satisfy the terms of the Merger
Agreement and expiration of certain regulatory waiting periods. The obligation
of the investor group to consummate the merger is not conditioned on its
obtaining financing. The Merger Agreement includes a "go shop" provision through
July 19, 2007 during which Nuveen may actively solicit and negotiate competing
takeover proposals. There can be no assurance that the merger described above
will be consummated as contemplated or that necessary shareholder approvals will
be obtained.
The consummation of the merger will be deemed to be an "assignment" (as defined
in the 1940 Act) of the investment management agreement between each Fund and
the Adviser, and will result in the automatic termination of each agreement. It
is anticipated that the Board of each Fund will consider a new investment
management agreement with the Adviser prior to the consummation of the merger.
If approved by the Board, the new agreements would be presented to each Fund's
shareholders for approval, and, if so approved by shareholders, would take
effect upon consummation of the merger.
SHAREHOLDER PROPOSALS
To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2008, a shareholder proposal submitted pursuant to Rule 14a-
8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker
Drive, Chicago, Illinois 60606, not later than February 29, 2008. A shareholder
wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a
proposal submitted outside of the process of Rule 14a-8 must, pursuant to each
Fund's By-Laws, submit such written notice to the Fund not later than May 14,
2008 or prior to April 29, 2008. Timely submission of a proposal does not mean
that such proposal will be included in a proxy statement.
SHAREHOLDER COMMUNICATIONS
Fund shareholders who want to communicate with the Board or any individual Board
Member should write to the attention of Lorna Ferguson, Manager of Fund Board
Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606.
The letter should indicate that you are a Fund shareholder and note the fund or
funds that you own. If the communication is intended for a specific Board Member
and so indicates it will be sent only to that Board Member. If a communication
does not indicate a specific Board Member and so indicates it will
33
be sent to the Lead Independent Director and the outside counsel to the
Independent Board Members for further distribution as deemed appropriate by such
persons.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Funds pro rata based on the
number of shareholder accounts. Additional solicitation may be made by letter or
telephone by officers or employees of Nuveen or the Adviser, or by dealers and
their representatives.
FISCAL YEAR
The last fiscal year end for each Fund (except Select Maturities, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New
York Portfolio) was October 31, 2006. The last fiscal year end for Select
Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California
Portfolio and New York Portfolio was March 31, 2007.
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.
Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.
GENERAL
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at the Annual Meetings. However,
if other matters are properly presented to the Annual Meetings for a vote, the
proxies will be voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at each Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to the proposal if they
determine that adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Fund's By-Laws, an
34
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Kevin J. McCarthy
Vice President and Secretary
June 28, 2007
35
APPENDIX A
NUVEEN FUND BOARD
AUDIT COMMITTEE CHARTER
I. ORGANIZATION AND MEMBERSHIP
There shall be a committee of each Board of Directors/Trustees (the "Board") of
the Nuveen Management Investment Companies (the "Funds" or, individually, a
"Fund") to be known as the Audit Committee. The Audit Committee shall be
comprised of at least three Directors/Trustees. Audit Committee members shall be
independent of the Funds and free of any relationship that, in the opinion of
the Directors/Trustees, would interfere with their exercise of independent
judgment as an Audit Committee member. In particular, each member must meet the
independence and experience requirements applicable to the Funds of the
exchanges on which shares of the Funds are listed, Section 10a of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Each such member of the
Audit Committee shall have a basic understanding of finance and accounting, be
able to read and understand fundamental financial statements, and be financially
literate, and at least one such member shall have accounting or related
financial management expertise, in each case as determined by the
Directors/Trustees, exercising their business judgment (this person may also
serve as the Audit Committee's "financial expert" as defined by the Commission).
The Board shall appoint the members and the Chairman of the Audit Committee, on
the recommendation of the Nominating and Governance Committee. The Audit
Committee shall meet periodically but in any event no less frequently than on a
semi-annual basis. Except for the Funds, Audit Committee members shall not serve
simultaneously on the audit committees of more than two other public companies.
II. STATEMENT OF POLICY, PURPOSE AND PROCESSES
The Audit Committee shall assist the Board in oversight and monitoring of (1)
the accounting and reporting policies, processes and practices, and the audits
of the financial statements, of the Funds; (2) the quality and integrity of the
financial statements of the Funds; (3) the Funds' compliance with legal and
regulatory requirements, (4) the independent auditors' qualifications,
performance and independence; and (5) oversight of the Pricing Procedures of the
Funds and the Valuation Group. In exercising this oversight, the Audit Committee
can request other committees of the Board to assume responsibility for some of
the monitoring as long as the other committees are composed exclusively of
independent directors.
In doing so, the Audit Committee shall seek to maintain free and open means of
communication among the Directors/Trustees, the independent auditors, the
internal auditors and the management of the Funds. The Audit Committee shall
meet periodically with Fund management, the Funds' internal auditor, and the
Funds' independent auditors, in separate executive sessions. The Audit Committee
shall prepare reports of the Audit Committee as required by the Commission to be
included in the Fund's annual proxy statements or otherwise.
The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit Committee for compensation to independent
auditors engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for a Fund,
A-1
compensation to advisers employed by the Audit Committee, and ordinary
administrative expenses of the Audit Committee that are necessary or appropriate
in carrying out its duties, as determined in its discretion. The Audit Committee
may request any officer or employee of Nuveen Investments, Inc. (or its
affiliates) (collectively, "Nuveen") or the Funds' independent auditors or
outside counsel to attend a meeting of the Audit Committee or to meet with any
members of, or consultants to, the Audit Committee. The Funds' independent
auditors and internal auditors shall have unrestricted accessibility at any time
to Committee members.
RESPONSIBILITIES
Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. Each independent auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest services
for the Funds shall report directly to the Audit Committee. The independent
auditors are ultimately accountable to the Board and the Audit Committee. It is
the ultimate responsibility of the Audit Committee to select, appoint, retain,
evaluate, oversee and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required. These Audit
Committee responsibilities may not be delegated to any other Committee or the
Board.
The Audit Committee is responsible for the following:
WITH RESPECT TO FUND FINANCIAL STATEMENTS:
1. Reviewing and discussing the annual audited financial statements and
semi-annual financial statements with Fund management and the
independent auditors including major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures in its
periodic reports under "Management's Discussion and Analysis."
2. Requiring the independent auditors to deliver to the Chairman of the
Audit Committee a timely report on any issues relating to the
significant accounting policies, management judgments and accounting
estimates or other matters that would need to be communicated under
Statement on Auditing Standards (sas) No. 90, Audit Committee
Communications (which amended sas No. 61, Communication with Audit
Committees), that arise during the auditors' review of the Funds'
financial statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as deemed
necessary or appropriate in the Chairman's judgment.
3. Discussing with management the Funds' press releases regarding
financial results and dividends, as well as financial information and
earnings guidance provided to analysts and rating agencies. This
discussion may be done generally, consisting of discussing the types of
information to be disclosed and the types of presentations to be made.
The Chairman of the Audit Committee shall be authorized to have these
discussions with management on behalf of the Audit Committee.
A-2
4. Discussing with management and the independent auditors (a) significant
financial reporting issues and judgments made in connection with the
preparation and presentation of the Funds' financial statements,
including any significant changes in the Funds' selection or
application of accounting principles and any major issues as to the
adequacy of the Funds' internal controls and any special audit steps
adopted in light of material control deficiencies; and (b) analyses
prepared by Fund management and/or the independent auditor setting
forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including
analyses of the effects of alternative gaap methods on the financial
statements.
5. Discussing with management and the independent auditors the effect of
regulatory and accounting initiatives on the Funds' financial
statements.
6. Reviewing and discussing reports, both written and oral, from the
independent auditors and/or Fund management regarding (a) all critical
accounting policies and practices to be used; (b) all alternative
treatments of financial information within generally accepted
accounting principles that have been discussed with management,
ramifications of the use of such alternative treatments and
disclosures, and the treatment preferred by the independent auditors;
and (c) other material written communications between the independent
auditors and management, such as any management letter or schedule of
unadjusted differences.
7. Discussing with Fund management the Funds' major financial risk
exposures and the steps management has taken to monitor and control
these exposures, including the Funds' risk assessment and risk
management policies and guidelines. In fulfilling its obligations under
this paragraph, the Audit Committee may review in a general manner the
processes other Board committees have in place with respect to risk
assessment and risk management.
8. Reviewing disclosures made to the Audit Committee by the Funds'
principal executive officer and principal financial officer during
their certification process for the Funds' periodic reports about any
significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the Funds'
internal controls. In fulfilling its obligations under this paragraph,
the Audit Committee may review in a general manner the processes other
Board committees have in place with respect to deficiencies in internal
controls, material weaknesses, or any fraud associated with internal
controls.
WITH RESPECT TO THE INDEPENDENT AUDITORS:
1. Selecting, appointing, retaining or replacing the independent auditors,
subject, if applicable, only to Board and shareholder ratification; and
compensating, evaluating and overseeing the work of the independent
auditor (including the resolution of disagreements between Fund
management and the independent auditor regarding financial reporting).
2. Meeting with the independent auditors and Fund management to review the
scope, fees, audit plans and staffing for the audit, for the current
year. At the conclusion of the audit, reviewing such audit results,
including the independent auditors'
A-3
evaluation of the Funds' financial and internal controls, any comments
or recommendations of the independent auditors, any audit problems or
difficulties and management's response, including any restrictions on
the scope of the independent auditor's activities or on access to
requested information, any significant disagreements with management,
any accounting adjustments noted or proposed by the auditor but not
made by the Fund, any communications between the audit team and the
audit firm's national office regarding auditing or accounting issues
presented by the engagement, any significant changes required from the
originally planned audit programs and any adjustments to the financial
statements recommended by the auditors.
3. Pre-approving all audit services and permitted non-audit services, and
the terms thereof, to be performed for the Funds by their independent
auditors, subject to the de minimis exceptions for non-audit services
described in Section 10a of the Exchange Act that the Audit Committee
approves prior to the completion of the audit, in accordance with any
policies or procedures relating thereto as adopted by the Board or the
Audit Committee. The Chairman of the Audit Committee shall be
authorized to give pre-approvals of such non-audit services on behalf
of the Audit Committee.
4. Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may be
amended, restated, modified or replaced) regarding (a) the independent
auditor's internal quality-control procedures; (b) any material issues
raised by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years, respecting
one or more independent audits carried out by the firm; (c) any steps
taken to deal with any such issues; and (d) all relationships between
the independent auditor and the Funds and their affiliates, in order to
assist the Audit committee in assessing the auditor's independence.
After reviewing the foregoing report[s] and the independent auditor's
work throughout the year, the Audit Committee shall be responsible for
evaluating the qualifications, performance and independence of the
independent auditor and their compliance with all applicable
requirements for independence and peer review, and a review and
evaluation of the lead partner, taking into account the opinions of
Fund management and the internal auditors, and discussing such reports
with the independent auditors. The Audit Committee shall present its
conclusions with respect to the independent auditor to the Board.
5. Reviewing any reports from the independent auditors mandated by Section
10a(b) of the Exchange Act regarding any illegal act detected by the
independent auditor (whether or not perceived to have a material effect
on the Funds' financial statements) and obtaining from the independent
auditors any information about illegal acts in accordance with Section
10a(b).
6. Ensuring the rotation of the lead (or coordinating) audit partner
having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law, and further
considering the rotation of the independent auditor firm itself.
A-4
7. Establishing and recommending to the Board for ratification policies
for the Funds', Fund management or the Fund adviser's hiring of
employees or former employees of the independent auditor who
participated in the audits of the Funds.
8. Taking, or recommending that the Board take, appropriate action to
oversee the independence of the outside auditor.
WITH RESPECT TO ANY INTERNAL AUDITOR:
1. Reviewing the proposed programs of the internal auditor for the coming
year. It is not the obligation or responsibility of the Audit Committee
to confirm the independence of any Nuveen internal auditors performing
services relating to the Funds or to approve any termination or
replacement of the Nuveen Manager of Internal Audit.
2. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed internal
audit plan for the Funds, with explanations for significant deviations
from the original plan.
WITH RESPECT TO PRICING AND VALUATION OVERSIGHT:
1. The Board has responsibilities regarding the pricing of a Fund's
securities under the 1940 Act. The Board has delegated this
responsibility to the Committee to address valuation issues that arise
between Board meetings, subject to the Board's general supervision of
such actions. The Committee is primarily responsible for the oversight
of the Pricing Procedures and actions taken by the internal Valuation
Group ("Valuation Matters"). The Valuation Group will report on
Valuation Matters to the Committee and/or the Board of
Directors/Trustees, as appropriate.
2. Performing all duties assigned to it under the Funds' Pricing
Procedures, as such may be amended from time to time.
3. Periodically reviewing and making recommendations regarding
modifications to the Pricing Procedures as well as consider
recommendations by the Valuation Group regarding the Pricing
Procedures.
4. Reviewing any issues relating to the valuation of a Fund's securities
brought to the Committee's attention, including suspensions in pricing,
pricing irregularities, price overrides, self-pricing, nav errors and
corrections thereto, and other pricing matters. In this regard, the
Committee should consider the risks to the Funds in assessing the
possible resolutions of these Valuation Matters.
5. Evaluating, as it deems necessary or appropriate, the performance of
any pricing agent and recommend changes thereto to the full Board.
6. Reviewing any reports or comments from examinations by regulatory
authorities relating to Valuation Matters of the Funds and consider
management's responses to any such comments and, to the extent the
Committee deems necessary or appropriate, propose to management and/or
the full Board the modification of the Fund's policies and procedures
relating to such matters. The Committee, if deemed necessary or
desirable, may also meet with regulators.
A-5
7. Meeting with members of management of the Funds, outside counsel, or
others in fulfilling its duties hereunder, including assessing the
continued appropriateness and adequacy of the Pricing Procedures,
eliciting any recommendations for improvements of such procedures or
other Valuation Matters, and assessing the possible resolutions of
issues regarding Valuation Matters brought to its attention.
8. Performing any special review, investigations or oversight
responsibilities relating to Valuation as requested by the Board of
Directors/Trustees.
9. Investigating or initiating an investigation of reports of
improprieties or suspected improprieties in connection with the Fund's
policies and procedures relating to Valuation Matters not otherwise
assigned to another Board committee.
OTHER RESPONSIBILITIES:
1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
adviser's counsel and independent counsel to the Board legal matters
that may have a material impact on the Fund's financial statements or
compliance policies.
2. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.
3. Reviewing with the independent auditors, with any internal auditor and
with Fund management, the adequacy and effectiveness of the accounting
and financial controls of the Funds, and eliciting any recommendations
for the improvement of internal control procedures or particular areas
where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose payments, transactions or procedures that might be
deemed illegal or otherwise improper.
4. Reviewing the reports of examinations by regulatory authorities as they
relate to financial statement matters.
5. Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that raises
material issues regarding the Funds' financial statements or accounting
policies.
6. Obtaining reports from management with respect to the Funds' policies
and procedures regarding compliance with applicable laws and
regulations.
7. Reporting regularly to the Board on the results of the activities of
the Audit Committee, including any issues that arise with respect to
the quality or integrity of the Funds' financial statements, the Funds'
compliance with legal or regulatory requirements, the performance and
independence of the Funds' independent auditors, or the performance of
the internal audit function.
8. Performing any special reviews, investigations or oversight
responsibilities requested by the Board.
9. Reviewing and reassessing annually the adequacy of this charter and
recommending to the Board approval of any proposed changes deemed
necessary or advisable by the Audit Committee.
10. Undertaking an annual review of the performance of the Audit Committee.
A-6
11. Establishing procedures for the receipt, retention and treatment of
complaints received by the Funds regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission of concerns regarding questionable accounting or
auditing matters by employees of Fund management, the investment
adviser, administrator, principal underwriter, or any other provider of
accounting related services for the Funds, as well as employees of the
Funds.
Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.
A-7
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NUV0707
(NUVEEN INVESTMENTS LOGO) 3 EASY WAYS TO VOTE YOUR PROXY
NUVEEN INVESTMENTS - 333 WEST WACKER DR. - CHICAGO IL 60606
WWW.NUVEEN.COM 1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and
follow the recorded instructions.
999 999 999 999 99 (Arrow)
2. On the Internet at www.proxyweb.com, and follow the simple
instructions.
3. Sign, Date and Return this proxy card using the enclosed
postage-paid envelope.
FUND NAME PRINTS HERE THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
COMMON SHARES FOR AN ANNUAL MEETING OF SHAREHOLDERS, JULY 31, 2007
The Annual Meeting of shareholders will be held Tuesday, July 31, 2007 at 10:30 a.m. Central Time, in the Sixth Floor auditorium of
The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois. At this meeting, you will be asked to vote on the proposal
described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R.
Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the
undersigned at the Annual Meeting of shareholders to be held on July 31, 2007, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT (888) 221-0697 OR OVER THE
INTERNET (www.proxyweb.com).
(Arrow) Date: _________________________
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[ ]
-----------------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS
ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH
HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON
BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
(Arrow) (Arrow) Jul - 07 - Com - MA - MM
(Arrow) PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] (Arrow)
PLEASE DO NOT USE FINE POINT PENS.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF
NOMINEES TO THE BOARD.
FOR WITHHOLD
NOMINEES AUTHORITY
1. Election of Board Members: listed at left to vote for
(except as all nominees
Class I: marked to listed at left
(01) Judith M. Stockdale the contrary)
(02) Carole E. Stone
[ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE PROVIDED BELOW.)
--------------------------------------------------------------------------------
PLEASE SIGN ON REVERSE SIDE
(Arrow) Jul - 07 - Common - MA - MM (Arrow)
(NUVEEN INVESTMENTS LOGO) 3 EASY WAYS TO VOTE YOUR PROXY
NUVEEN INVESTMENTS - 333 WEST WACKER DR. - CHICAGO IL 60606
WWW.NUVEEN.COM 1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and
follow the recorded instructions.
999 999 999 999 99 (Arrow)
2. On the Internet at www.proxyweb.com, and follow the simple
instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-
paid envelope.
FUND NAME PRINTS HERE THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
MUNIPREFERRED SHARES FOR AN ANNUAL MEETING OF SHAREHOLDERS, JULY 31, 2007
The Annual Meeting of shareholders will be held Tuesday, July 31, 2007 at 10:30 a.m. Central Time, in the Sixth Floor auditorium of
The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois. At this meeting, you will be asked to vote on the proposal
described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R.
Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the
undersigned at the Annual Meeting of shareholders to be held on July 31, 2007, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT (888) 221-0697 OR OVER THE
INTERNET (www.proxyweb.com).
(Arrow) Date: _________________________
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[ ]
-----------------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS
ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH
HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON
BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
(Arrow) (Arrow) JUL - 07 - MA - PREF - MM
(Arrow) PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] (Arrow)
PLEASE DO NOT USE FINE POINT PENS.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF
NOMINEES TO THE BOARD.
FOR WITHHOLD
NOMINEES AUTHORITY
1. Election of Board Members: listed at left to vote for
(except as all nominees
Class I: marked to listed at left
(01) Judith M. Stockdale the contrary)
(02) Carole E. Stone
[ ] [ ]
Preferred Shares Only
(03) William J. Schneider
(04) Timothy R. Schwertfeger
--------------------------------------------------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE PROVIDED ABOVE.)
PLEASE SIGN ON REVERSE SIDE
(Arrow) JUL - 07 - MA - PREF - MM (Arrow)