UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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. )
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement. | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). | |
| þ | Definitive Proxy Statement. | |
| o | Definitive Additional Materials. | |
| o | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
Nuveen Arizona Dividend Advantage Municipal Fund 3 (NXE)
Payment of Filing Fee (check the appropriate box):
| þ | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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| 2) | Aggregate number of securities to which transaction applies: | ||
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| o | Fee paid previously with preliminary materials. | |
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Important Notice
to Fund Shareholders
OCTOBER 17,
2011
Although we recommend that you read the complete Joint Proxy
Statement, for your convenience, we have provided a brief
overview of the issues to be voted on.
| Q. | Why am I receiving this Joint Proxy Statement? | |
| A. | You are receiving this Joint Proxy Statement in connection with the annual shareholders meeting of the Nuveen closed-end funds listed at the top of the Notice of Annual Meeting of Shareholders (each a “Fund and collectively, the “Funds”). The following proposals will be considered: |
| (i) | the election of board members for each Fund (the list of specific nominees is contained in the enclosed Joint Proxy Statement); | |
| (ii) | the elimination of the current fundamental investment policy and adoption of a new fundamental investment policy regarding the ability to make loans by each Affected Municipal Fund (as defined in the Joint Proxy Statement) in order to update and conform such Funds’ policies with other Nuveen closed-end municipal funds. | |
| (iii) | the elimination of certain fundamental investment policies and adoption of new fundamental investment policies for Nuveen California Investment Quality Municipal Fund, Inc. and Nuveen California Performance Plus Municipal Fund, Inc. in order to update and conform such Funds’ policies with other Nuveen closed-end municipal funds relating to municipal securities and below investment grade securities, derivatives and short sales and other investment companies. |
Your Fund’s Board of Trustees/Directors
(“Board”), including your Board’s independent
members, unanimously recommends that you vote FOR each
proposal.
Your vote is very important. We encourage you as a
shareholder to participate in your Fund’s governance by
returning your vote as soon as possible. If enough shareholders
don’t cast their votes, your Fund may not be able to hold
its meeting or the vote on each issue, and will be required to
incur additional solicitation costs in order to obtain
sufficient shareholder participation.
Proposals Regarding
New Fundamental Investment Policies
| Q. | Why are the funds proposing a change to their fundamental investment policies? | |
| A. | The proposals are part of a multi-year effort to ensure that all of Nuveen’s municipal bond closed-end funds have a uniform and up-to-date set of investment policies that reflect the evolution and changes in the municipal bond market that have emerged over the past 20 years. The proposed changes are part of a more comprehensive “best practices” initiative on behalf of the funds that began more than three years ago. | |
| Nuveen’s municipal bond closed-end funds have been brought to market at different intervals over the course of more than 20 years, and reflect various policies and investment capabilities prevalent at the time of their creation. The investment policies of older fund’s generally do not reflect subsequent developments in the municipal market, including new types of securities and investment strategies. Consequently, many of Nuveen’s more recently offered municipal bond closed-end funds feature investment capabilities not uniformly enjoyed by older municipal bond closed-end funds. The |
| proposals set forth in the Proxy Statement are designed to provide those funds with the same portfolio management tools currently available to Nuveen’s more recently offered funds. |
Proposal
Regarding Fundamental Policy Relating to Loans.
| Q. | What are the potential benefits of the new fundamental investment policy relating to loans for common shareholders of the Affected Municipal Funds? | |
| A. | The proposed new fundamental investment policy would permit each Fund to make loans to the extent permitted by the securities laws. Among other things, this change is intended to provide each Affected Municipal Fund the flexibility to make loans in circumstances where a municipal issuer is in distress, if Nuveen Fund Advisors, Inc. believes that doing so would both: |
| (i) | facilitate a timely workout of the issuer’s situation in a manner which benefits that Fund; and | |
| (ii) | be the best choice for reducing the likelihood or severity of loss on the Fund’s investment. |
| Q. | Was there a particular catalyst or portfolio concern prompting the loan policy proposal? | |
| A. | This proposal is part of a broader policy initiative undertaken by Nuveen for the past several years. There are currently no identified credit situations within the complex where the use of this greater loan flexibility is intended or targeted. As stated in the Joint Proxy Statement, this policy change proposal reflects the broader intent to provide Nuveen’s municipal closed-end funds, including the Affected Municipal Funds, the same portfolio management flexibility already available to other funds with similar investment objectives within the Nuveen complex. | |
| Q. | Does the loan policy proposal reflect a growing concern on Nuveen’s part over the state of municipal issuers? | |
| A. | Nuveen’s portfolio management and research team is actively engaged in monitoring both macro issues impacting the municipal bond market as well as individual credit holdings held by the various Nuveen funds. The team regularly comments on the strength of the municipal bond market as well as provides in-depth research articles. Providing an Affected Municipal Fund with the option of making loans to help facilitate a timely workout of a distressed issuer’s situation merely provides the Fund with an additional tool to help preserve shareholder value, and, importantly, should not be viewed as a commentary on the state of the municipal bond market. | |
| Q. | Have the Nuveen municipal closed-end funds participated in loans to municipal issuers in the past? | |
| A. | Though such a loan situation in the municipal market is rare, it represents a more common workout practice in the corporate bond market. The most recent situation where a Nuveen fund with the flexibility to do so made a loan to an issuer facing a credit workout situation occurred approximately eight years ago. Since that time, a limited number of funds having a policy permitting the making of loans have considered doing so in particular workout situations, but ultimately determined to take other actions in pursuit of maximizing shareholder value. | |
| Q. | Is this proposal in response to any past or current municipal credit litigation? | |
| A. | This proposal is not related to any past or pending litigation. |
| Q. | If approved, do you know when/if you plan to employ this option? | |
| A. | As stated in the Proxy Statement, this policy is designed to provide each fund the flexibility to make loans in circumstances where a municipal issuer is in distress if the adviser believes that doing so would both: | |
|
• facilitate a timely workout of the issuer’s
situation in a manner that benefits the fund; and,
|
||
|
• is the best choice for reducing the likelihood or
severity of loss on the fund’s investment.
|
||
| Again, there are currently no identified credit situations within the complex where this option is intended or targeted. | ||
| Q. | Will this option impact how the underlying bonds should be valued? | |
| A. | The funds will value a loan based on several factors that draw upon policies and procedures adopted and approved by the funds’ Board of Trustees/Directors that are able to value instruments issued in these types of situations. As with any investment, risks exist, and if the adviser is wrong, the valuation of a particular loan could be impacted and effect the value of the underlying bond held in the fund. However, we would not expect that any loans would constitute a meaningful portion of a fund’s total assets. |
Proposal
Regarding Other Changes to Fundamental Policies.
| Q. | What are the potential benefits of the new investment policies to common shareholders of the Nuveen California Investment Quality Fund, Inc. and Nuveen California Performance Plus Fund, Inc.? |
The potential benefits to common shareholders of Nuveen
California Investment Quality Municipal Fund, Inc. and Nuveen
California Performance Plus Municipal Fund, Inc. from changes to
investment policies relating to investments in municipal
securities, below investment grade securities, other investment
companies and derivatives, short sales and commodities include:
| (i) | enhanced ability of the Funds to generate attractive tax-free income while retaining their orientation on investment grade quality municipal securities; | |
| (ii) | increased flexibility in diversifying portfolio risks and managing duration (the sensitivity of bond prices to interest rate changes) to pursue the preservation of and possible growth of capital, which, if successful, will help to sustain and build net asset value; and | |
| (iii) | improved secondary market competitiveness that may lead to a higher relative market price and/or stronger premium/discount performance. |
In addition, all funds registered under the Investment Company
Act of 1940 are required to have a policy regarding investments
in commodities. This category includes several types of
investments, including certain types of derivative investments
that have developed over time, and which a fund may potentially
use as a means to enhance return, to hedge some of the risks of
its investments in fixed income securities or as a substitute
for a position in the underlying asset. The commodity and
derivative policy changes stated in this Joint Proxy Statement
seek to increase Nuveen Fund Advisors, Inc.’s
flexibility to use derivatives in these ways in pursuit of fund
investment objectives, which have not changed.
Conforming and updating these investment policies is intended to
benefit common shareholders by increasing portfolio manager
efficiency and flexibility to take advantage of a wide range of
appropriate opportunities in the municipal bond markets in
pursuit of the Fund’s investment objectives.
| Q. | What are the potential benefits of the new investment policies for preferred shareholders of the Nuveen California Investment Quality Municipal Fund, Inc. and Nuveen California Performance Plus Municipal Fund, Inc.? | |
| A. | The potential benefits to preferred shareholders are increased flexibility in diversifying portfolio risks and optimizing returns on current investments in order to pursue the preservation and possible growth of capital which, if successful, will help to sustain and build net asset value and therefore, asset coverage levels for preferred shares. |
General
| Q. | What actions are required in order to implement the new investment policies? |
| A. | In order to implement the new investment policies and obtain the potential benefits described above, shareholders are being asked to approve the elimination of existing fundamental policies and the implementation of new replacement fundamental policies. | |
| Q. | What happens if shareholders do not approve the elimination of the fundamental investment policies and/or do not approve a new investment policy or policies? | |
| A. | The Fund will not be able to implement a new investment policy or policies as discussed above. The Fund would likely incur further expenses to solicit additional shareholder participation, and may experience potential disruptions to its investment operations. Each Fund’s Board urges you to vote without delay in order to avoid the potential for higher costs and/or disruptions to portfolio operations. |
| Q. | Who do I call if I have questions? |
| A. | If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Computershare Fund Services, your Fund’s proxy solicitor, at (866) 963-5818 weekdays during its business hours of 9:00 a.m. to 11:00 p.m. and Saturdays from 12:00 p.m. to 6:00 p.m. Eastern time. Please have your proxy materials available when you call. | |
| Q. | How do I vote my shares? | |
| A. | You can vote your shares by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. Alternatively, you may vote by telephone by calling the toll-free number on the proxy card or by computer by going to the Internet address provided on the proxy card and following the instructions, using your proxy card as a guide. | |
| Q. | Will anyone contact me? | |
| A. | You may receive a call from Computershare Fund Services, the proxy solicitor hired by your Fund, to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote your proxy. | |
| We recognize the inconvenience of the proxy solicitation process and would not impose on you if we did not believe that the matters being proposed were important and in the best interests of the Funds. Once your vote has been registered with the proxy solicitor, your name will be removed from the solicitor’s follow-up contact list. |
333 West Wacker
Drive Chicago, Illinois 60606
(800) 257-8787
Notice
of Annual Meeting
of Shareholders
November 15, 2011
of Shareholders
November 15, 2011
October 17,
2011
Nuveen
Floating Rate Income Fund (JFR)
Nuveen
Floating Rate Income Opportunity Fund (JRO)
Nuveen
Senior Income Fund (NSL)
Nuveen
Tax-Advantaged Floating Rate Fund (JFP)
Nuveen
Arizona Dividend Advantage Municipal Fund (NFZ, NFZ
PrC)
Nuveen
Arizona Dividend Advantage Municipal Fund 2 (NKR, NKR
PrC)
Nuveen
Arizona Dividend Advantage Municipal Fund 3 (NXE, NXE
PrC)
Nuveen
Arizona Premium Income Municipal Fund, Inc. (NAZ)
Nuveen
California Dividend Advantage Municipal Fund (NAC)
Nuveen
California Dividend Advantage Municipal Fund 2 (NVX, NVX
PrA, NVX PrC)
Nuveen
California Dividend Advantage Municipal Fund 3 (NZH, NZH
PrC, NZH PrA, NZA PrB)
Nuveen
California Investment Quality Municipal Fund, Inc.
(NQC)
Nuveen
California Municipal Market Opportunity Fund, Inc.
(NCO)
Nuveen
California Municipal Value Fund, Inc. (NCA)
Nuveen
California Municipal Value 2 (NCB)
Nuveen
California Performance Plus Municipal Fund, Inc. (NCP)
Nuveen
California Premium Income Municipal Fund (NCU, NCU
PrC)
Nuveen
California Quality Income Municipal Fund, Inc. (NUC)
Nuveen
California Select Quality Municipal Fund, Inc. (NVC)
Nuveen
Maryland Dividend Advantage Municipal Fund (NFM, NFM
PrC)
Nuveen
Maryland Dividend Advantage Municipal Fund 2 (NZR, NZR
PrC)
Nuveen
Maryland Dividend Advantage Municipal Fund 3 (NWI, NWI PrC,
NWI PrD)
Nuveen
Maryland Premium Income Municipal Fund (NMY, NMY PrC, NMY
PrD)
Nuveen
Massachusetts Dividend Advantage Municipal Fund (NMB, NMB
PrC)
Nuveen
Massachusetts Premium Income Municipal Fund (NMT, NMT PrC, NMT
PrD)
Nuveen
Michigan Dividend Advantage Municipal Fund (NZW, NZW
PrC)
Nuveen
Michigan Premium Income Municipal Fund, Inc. (NMP)
Nuveen
Michigan Quality Income Municipal Fund, Inc. (NUM)
Nuveen
Missouri Premium Income Municipal Fund (NOM, NOM PrC)
Nuveen
New Jersey Dividend Advantage Municipal Fund (NXJ, NXJ
PrA)
Nuveen
New Jersey Dividend Advantage Municipal Fund 2 (NUJ, NUJ
PrC)
Nuveen
New Jersey Investment Quality Municipal Fund, Inc.
(NQJ)
Nuveen
New Jersey Municipal Value Fund (NJV)
Nuveen
New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen
Ohio Dividend Advantage Municipal Fund (NXI, NXI PrC, NXI
PrD)
Nuveen
Ohio Dividend Advantage Municipal Fund 2 (NBJ, NBJ
PrA)
Nuveen
Ohio Dividend Advantage Municipal Fund 3 (NVJ, NVJ
PrA)
Nuveen
Ohio Quality Income Municipal Fund, Inc. (NUO)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund (NXM, NXM
PrC)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2 (NVY, NVY
PrC)
Nuveen
Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen
Pennsylvania Premium Income Municipal Fund 2
(NPY)
Nuveen
Pennsylvania Municipal Value Fund (NPN)
Nuveen
Texas Quality Income Municipal Fund (NTX, NTX PrC)
Nuveen
Virginia Dividend Advantage Municipal Fund (NGB, NGB
PrC)
Nuveen
Virginia Dividend Advantage Municipal Fund 2 (NNB, NNB
PrC)
Nuveen
Virginia Premium Income Municipal Fund (NPV, NPV PrC, NPV
PrA)
To the
Shareholders of the Above Funds:
Notice is hereby given that the Annual Meeting of Shareholders
(the “Annual Meeting”) of Nuveen Arizona Premium
Income Municipal Fund, Inc. (“Arizona Premium
Income”), Nuveen California Investment Quality Municipal
Fund, Inc. (“California Investment Quality”), Nuveen
California Municipal Market Opportunity Fund, Inc.
(“California Market Opportunity”), Nuveen California
Municipal Value Fund, Inc. (“California Value”),
Nuveen California Performance Plus Municipal Fund, Inc.
(“California Performance Plus”), Nuveen California
Quality Income Municipal Fund, Inc. (“California Quality
Income”), Nuveen California Select Quality Municipal Fund,
Inc. (“California Select Quality”), Nuveen Michigan
Premium Income Municipal Fund, Inc. (“Michigan Premium
Income”), Nuveen Michigan Quality Income Municipal Fund,
Inc. (“Michigan Quality Income”), Nuveen New Jersey
Investment Quality Municipal Fund, Inc. (“New Jersey
Investment Quality”), Nuveen New Jersey Premium Income
Municipal Fund, Inc. (“New Jersey Premium Income”) and
Nuveen Ohio Quality Income Municipal Fund, Inc. (“Ohio
Quality Income”), each a Minnesota corporation (each
a “Minnesota Fund” and collectively, the
“Minnesota Funds”), and Nuveen Floating Rate Income
Fund (“Floating Rate Income”), Nuveen Floating Rate
Income Opportunity Fund (“Floating Rate Income
Opportunity”), Nuveen Senior Income Fund (“Senior
Income”), Nuveen Tax-Advantaged Floating Rate Fund
(“Tax-Advantaged Floating Rate”), Nuveen Arizona
Dividend Advantage Municipal Fund (“Arizona Dividend
Advantage”), Nuveen Arizona Dividend Advantage Municipal
Fund 2 (“Arizona Dividend Advantage 2”), Nuveen
Arizona Dividend Advantage Municipal Fund 3 (“Arizona
Dividend Advantage 3”), Nuveen California Dividend
Advantage Municipal Fund (“California Dividend
Advantage”), Nuveen California Dividend Advantage Municipal
Fund 2 (“California Dividend Advantage 2”),
Nuveen California Dividend Advantage Municipal Fund 3
(“California Dividend Advantage 3”), Nuveen California
Municipal Value 2 (“California Value 2”), Nuveen
California Premium Income Municipal Fund (“California
Premium Income”), Nuveen Maryland Dividend Advantage
Municipal Fund (“Maryland Dividend Advantage”), Nuveen
Maryland Dividend Advantage Municipal Fund 2
(“Maryland Dividend Advantage 2”), Nuveen Maryland
Dividend Advantage Municipal Fund 3 (“Maryland
Dividend Advantage 3”), Nuveen Maryland Premium Income
Municipal Fund (“Maryland Premium Income”), Nuveen
Massachusetts Dividend Advantage Municipal Fund
(“Massachusetts Dividend Advantage”), Nuveen
Massachusetts Premium Income Municipal Fund (“Massachusetts
Premium Income”), Nuveen Michigan Dividend Advantage
Municipal Fund (“Michigan Dividend Advantage”), Nuveen
Missouri Premium Income Municipal Fund (“Missouri Premium
Income”), Nuveen New Jersey Dividend Advantage Municipal
Fund (“New Jersey Dividend Advantage”), Nuveen New
Jersey Dividend Advantage Municipal Fund 2 (“New
Jersey Dividend Advantage 2”), Nuveen New Jersey Municipal
Value Fund (“New Jersey Value”), Nuveen Ohio Dividend
Advantage Municipal Fund (“Ohio Dividend Advantage”),
Nuveen Ohio Dividend Advantage Municipal Fund 2 (“Ohio
Dividend Advantage 2”), Nuveen Ohio Dividend Advantage
Municipal Fund 3 (“Ohio Dividend Advantage 3”),
Nuveen Pennsylvania Municipal Value Fund (“Pennsylvania
Value”), Nuveen Pennsylvania Dividend Advantage Municipal
Fund (“Pennsylvania Dividend Advantage”), Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2
(“Pennsylvania Dividend Advantage 2”), Nuveen
Pennsylvania Investment Quality Municipal Fund
(“Pennsylvania Investment Quality”), Nuveen
Pennsylvania Premium Income Municipal Fund 2
(“Pennsylvania Premium Income 2”), Nuveen Texas
Quality Income Municipal Fund (“Texas Quality
Income”), Nuveen Virginia Dividend Advantage Municipal Fund
(“Virginia Dividend Advantage”), Nuveen Virginia
Dividend Advantage Municipal Fund 2 (“Virginia
Dividend Advantage 2”) and Nuveen Virginia Premium Income
Municipal Fund (“Virginia Premium Income”), each a
Massachusetts business trust (each a “Massachusetts
Fund” and
collectively, the “Massachusetts Funds”) (the
Minnesota Funds and Massachusetts Funds are each, a
“Fund” and collectively, the “Funds”), will
be held in the principal executive offices of Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606, on Tuesday, November 15, 2011, at 10:30 a.m.,
Central time, for the following purposes and to transact such
other business, if any, as may properly come before the Annual
Meeting:
Matters
to Be Voted on by Shareholders:
| 1. | To elect Members to the Board of Directors/Trustees (each a “Board” and each Director or Trustee a “Board Member”) of each Fund as outlined below: |
| a. | For each Minnesota Fund, except California Value, to elect ten (10) Board Members: |
| (i) | eight (8) Board Members to be elected by the holders of Common Shares and Municipal Auction Rate Cumulative Preferred Shares (“Preferred Shares”), voting together as a single class; and | |
| (ii) | two (2) Board Members to be elected by the holders of Preferred Shares only, voting as a single class. |
| b. | For California Value, to elect three (3) Board Members. | |
| c. | For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, to elect five (5) Board Members: |
| (i) | three (3) Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and | |
| (ii) | two (2) Board Members to be elected by the holders of Preferred Shares only, voting as a single class. |
| d. | For Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value to elect three (3) Board Members. |
| 2. | To approve the elimination of fundamental investment policies and to approve the new fundamental investment policies for each Affected Municipal Fund (as defined in the Joint Proxy Statement). |
| (a)(i) | For shareholders of each Affected Municipal Fund, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to the Fund’s ability to make loans. | |
| (a)(ii) | For shareholders of each Affected Municipal Fund (except for California Value), the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to the Fund’s ability to make loans. | |
| (b)(i) | For shareholders of each Affected Municipal Fund, all shareholders voting as a single class, to approve a new fundamental investment policy related to the Fund’s ability to make loans. | |
| (b)(ii) | For shareholders of each Affected Municipal Fund (except for California Value), the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to the Fund’s ability to make loans. |
| 3. | To approve the elimination of fundamental investment policies and to approve the new fundamental investment policies for California Investment Quality and California Performance Plus. |
| (a)(i) | For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to investments in municipal securities and below investment grade securities. | |
| (a)(ii) | For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to investments in municipal securities and below investment grade securities. | |
| (b)(i) | For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve a new fundamental investment policy related to investments in municipal securities. | |
| (b)(ii) | For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to investments in municipal securities. |
| (c)(i) | For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to commodities. | |
| (c)(ii) | For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to commodities. |
| (d)(i) | For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve a new fundamental investment policy related to commodities. | |
| (d)(ii) | For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to commodities. | |
| (e)(i) | For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to derivatives and short sales. | |
| (e)(ii) | For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to derivatives and short sales. |
| (f)(i) | For shareholders of California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy prohibiting investment in other investment companies. | |
| (f)(ii) | For shareholders of California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy prohibiting investment in other investment companies. |
| 4. | To transact such other business as may properly come before the Annual Meeting. |
Shareholders of record at the close of business on
September 19, 2011 are entitled to notice of and to vote at
the Annual Meeting.
All shareholders are cordially invited to attend the Annual
Meeting. In order to avoid delay and additional expense and to
assure that your shares are represented, please vote as promptly
as possible, regardless of whether or not you plan to attend the
Annual Meeting. You may vote by mail, telephone or over the
Internet. To vote by mail, please mark, sign, date and mail the
enclosed proxy card. No postage is required if mailed in the
United States. To vote by telephone, please call the toll-free
number located on your proxy card and follow the recorded
instructions, using your proxy card as a guide. To vote over the
Internet, go to the Internet address provided on your proxy card
and follow the instructions, using your proxy card as a
guide.
Kevin J. McCarthy
Vice President and Secretary
333 West Wacker
Drive Chicago, Illinois 60606
(800) 257-8787
Joint
Proxy Statement
October 17,
2011
This Joint Proxy Statement is first being mailed to shareholders
on or about October 17, 2011.
Nuveen
Floating Rate Income Fund (JFR)
Nuveen
Floating Rate Income Opportunity Fund (JRO)
Nuveen
Senior Income Fund (NSL)
Nuveen
Tax-Advantaged Floating Rate Fund (JFP)
Nuveen
Arizona Dividend Advantage Municipal Fund (NFZ, NFZ
PrC)
Nuveen
Arizona Dividend Advantage Municipal Fund 2 (NKR, NKR
PrC)
Nuveen
Arizona Dividend Advantage Municipal Fund 3 (NXE, NXE
PrC)
Nuveen
Arizona Premium Income Municipal Fund, Inc. (NAZ)
Nuveen
California Dividend Advantage Municipal Fund (NAC)
Nuveen
California Dividend Advantage Municipal Fund 2 (NVX, NVX
PrA, NVX PrC)
Nuveen
California Dividend Advantage Municipal Fund 3 (NZH, NZH
PrC, NZH PrA, NZA PrB)
Nuveen
California Investment Quality Municipal Fund, Inc.
(NQC)
Nuveen
California Municipal Market Opportunity Fund, Inc.
(NCO)
Nuveen
California Municipal Value Fund, Inc. (NCA)
Nuveen
California Municipal Value 2 (NCB)
Nuveen
California Performance Plus Municipal Fund, Inc. (NCP)
Nuveen
California Premium Income Municipal Fund (NCU, NCU
PrC)
Nuveen
California Quality Income Municipal Fund, Inc. (NUC)
Nuveen
California Select Quality Municipal Fund, Inc. (NVC)
Nuveen
Maryland Dividend Advantage Municipal Fund (NFM, NFM
PrC)
Nuveen
Maryland Dividend Advantage Municipal Fund 2 (NZR, NZR
PrC)
Nuveen
Maryland Dividend Advantage Municipal Fund 3 (NWI, NWI PrC,
NWI PrD)
Nuveen
Maryland Premium Income Municipal Fund (NMY, NMY PrC, NMY
PrD)
Nuveen
Massachusetts Dividend Advantage Municipal Fund (NMB, NMB
PrC)
Nuveen
Massachusetts Premium Income Municipal Fund (NMT, NMT PrC, NMT
PrD)
Nuveen
Michigan Dividend Advantage Municipal Fund (NZW, NZW
PrC)
Nuveen
Michigan Premium Income Municipal Fund, Inc. (NMP)
Nuveen
Michigan Quality Income Municipal Fund, Inc. (NUM)
Nuveen
Missouri Premium Income Municipal Fund (NOM, NOM PrC)
Nuveen
New Jersey Dividend Advantage Municipal Fund (NXJ, NXJ
PrA)
Nuveen
New Jersey Dividend Advantage Municipal Fund 2 (NUJ, NUJ
PrC)
Nuveen
New Jersey Investment Quality Municipal Fund, Inc.
(NQJ)
Nuveen
New Jersey Municipal Value Fund (NJV)
Nuveen
New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen
Ohio Dividend Advantage Municipal Fund (NXI, NXI PrC, NXI
PrD)
Nuveen
Ohio Dividend Advantage Municipal Fund 2 (NBJ, NBJ
PrA)
Nuveen
Ohio Dividend Advantage Municipal Fund 3 (NVJ, NVJ
PrA)
Nuveen
Ohio Quality Income Municipal Fund, Inc. (NUO)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund (NXM, NXM
PrC)
Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2 (NVY, NVY
PrC)
Nuveen
Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen
Pennsylvania Premium Income Municipal Fund 2
(NPY)
Nuveen
Pennsylvania Municipal Value Fund (NPN)
Nuveen
Texas Quality Income Municipal Fund (NTX, NTX PrC)
Nuveen
Virginia Dividend Advantage Municipal Fund (NGB, NGB
PrC)
1
Nuveen
Virginia Dividend Advantage Municipal Fund 2 (NNB, NNB
PrC)
Nuveen
Virginia Premium Income Municipal Fund (NPV, NPV PrC, NPV
PrA)
General
Information
This Joint Proxy Statement is furnished in connection with the
solicitation by the Board of Directors or Trustees (each a
“Board” and collectively, the “Boards,” and
each Director or Trustee, a “Board Member” and
collectively, the “Board Members”) of Nuveen Arizona
Premium Income Municipal Fund, Inc. (“Arizona Premium
Income”), Nuveen California Investment Quality Municipal
Fund, Inc. (“California Investment Quality”), Nuveen
California Municipal Market Opportunity Fund, Inc.
(“California Market Opportunity”), Nuveen California
Municipal Value Fund, Inc. (“California Value”),
Nuveen California Performance Plus Municipal Fund, Inc.
(“California Performance Plus”), Nuveen California
Quality Income Municipal Fund, Inc. (“California Quality
Income”), Nuveen California Select Quality Municipal Fund,
Inc. (“California Select Quality”), Nuveen Michigan
Premium Income Municipal Fund, Inc. (“Michigan Premium
Income”), Nuveen Michigan Quality Income Municipal Fund,
Inc. (“Michigan Quality Income”), Nuveen New Jersey
Investment Quality Municipal Fund, Inc. (“New Jersey
Investment Quality”), Nuveen New Jersey Premium Income
Municipal Fund, Inc. (“New Jersey Premium Income”) and
Nuveen Ohio Quality Income Municipal Fund, Inc. (“Ohio
Quality Income”), each a Minnesota Corporation (each
a “Minnesota Fund” and collectively, the
“Minnesota Funds”), and Nuveen Floating Rate Income
Fund (“Floating Rate Income”), Nuveen Floating Rate
Income Opportunity Fund (“Floating Rate Income
Opportunity”), Nuveen Senior Income Fund (“Senior
Income”), Nuveen Tax-Advantaged Floating Rate Fund
(“Tax-Advantaged Floating Rate”), Nuveen Arizona
Dividend Advantage Municipal Fund (“Arizona Dividend
Advantage”), Nuveen Arizona Dividend Advantage Municipal
Fund 2 (“Arizona Dividend Advantage 2”), Nuveen
Arizona Dividend Advantage Municipal Fund 3 (“Arizona
Dividend Advantage 3”), Nuveen California Dividend
Advantage Municipal Fund (“California Dividend
Advantage”), Nuveen California Dividend Advantage Municipal
Fund 2 (“California Dividend Advantage 2”),
Nuveen California Dividend Advantage Municipal Fund 3
(“California Dividend Advantage 3”), Nuveen California
Municipal Value 2 (“California Value 2”), Nuveen
California Premium Income Municipal Fund (“California
Premium Income”), Nuveen Maryland Dividend Advantage
Municipal Fund (“Maryland Dividend Advantage”), Nuveen
Maryland Dividend Advantage Municipal Fund 2
(“Maryland Dividend Advantage 2”), Nuveen Maryland
Dividend Advantage Municipal Fund 3 (“Maryland
Dividend Advantage 3”), Nuveen Maryland Premium Income
Municipal Fund (“Maryland Premium Income”), Nuveen
Massachusetts Dividend Advantage Municipal Fund
(“Massachusetts Dividend Advantage”), Nuveen
Massachusetts Premium Income Municipal Fund (“Massachusetts
Premium Income”), Nuveen Michigan Dividend Advantage
Municipal Fund (“Michigan Dividend Advantage”), Nuveen
Missouri Premium Income Municipal Fund (“Missouri Premium
Income”), Nuveen New Jersey Dividend Advantage Municipal
Fund (“New Jersey Dividend Advantage”), Nuveen New
Jersey Dividend Advantage Municipal Fund 2 (“New
Jersey Dividend Advantage 2”), Nuveen New Jersey Municipal
Value Fund (“New Jersey Value”), Nuveen Ohio Dividend
Advantage Municipal Fund (“Ohio Dividend Advantage”),
Nuveen Ohio Dividend Advantage Municipal Fund 2 (“Ohio
Dividend Advantage 2”), Nuveen Ohio Dividend Advantage
Municipal Fund 3 (“Ohio Dividend Advantage 3”),
Nuveen Pennsylvania Municipal Value Fund (“Pennsylvania
Value”), Nuveen Pennsylvania Dividend Advantage Municipal
Fund (“Pennsylvania Dividend Advantage”), Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2
(“Pennsylvania Dividend Advantage 2”), Nuveen
Pennsylvania Investment Quality Municipal Fund
(“Pennsylvania Investment Quality”), Nuveen
Pennsylvania Premium Income Municipal Fund 2
(“Pennsylvania Premium Income 2”), Nuveen Texas
Quality
2
Income Municipal Fund (“Texas Quality Income”),
Nuveen Virginia Dividend Advantage Municipal Fund
(“Virginia Dividend Advantage”), Nuveen Virginia
Dividend Advantage Municipal Fund 2 (“Virginia
Dividend Advantage 2”) and Nuveen Virginia Premium Income
Municipal Fund (“Virginia Premium Income”), each a
Massachusetts Business Trust (each a “Massachusetts
Fund” and collectively, the “Massachusetts
Funds”) (the Massachusetts Funds and Minnesota Funds are
each, a “Fund” and collectively, the
“Funds”), of proxies to be voted at the Annual Meeting
of Shareholders to be held in the principal executive offices of
Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois 60606, on Tuesday, November 15, 2011, at
10:30 a.m., Central time (for each Fund, an “Annual
Meeting” and collectively, the “Annual
Meetings”), and at any and all adjournments thereof.
On the matters coming before each Annual Meeting as to which a
choice has been specified by shareholders on the proxy, the
shares will be voted accordingly. If a proxy is returned and no
choice is specified, the shares will be voted FOR the
election of the nominees as listed in this Joint Proxy Statement
and FOR the elimination of the current fundamental
investment policy or policies and the adoption of a new
fundamental investment policy or policies for Arizona Dividend
Advantage, Arizona Dividend Advantage 2, Arizona Dividend
Advantage 3, Arizona Premium Income, California Dividend
Advantage, California Dividend Advantage 2, California Dividend
Advantage 3, California Investment Quality, California Market
Opportunity, California Value, California Performance Plus,
California Premium Income, California Quality Income, California
Select Quality, Maryland Dividend Advantage, Maryland Dividend
Advantage 2, Maryland Dividend Advantage 3, Maryland Premium
Income, Massachusetts Dividend Advantage, Massachusetts Premium
Income, Michigan Dividend Advantage, Michigan Premium Income,
Michigan Quality Income, Missouri Premium Income, New Jersey
Dividend Advantage, New Jersey Dividend Advantage 2, New Jersey
Investment Quality, New Jersey Premium Income, Ohio Dividend
Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3,
Ohio Quality Income, Pennsylvania Dividend Advantage,
Pennsylvania Dividend Advantage 2, Pennsylvania Investment
Quality, Pennsylvania Premium Income, Texas Quality Income,
Virginia Dividend Advantage, Virginia Dividend Advantage 2 and
Virginia Premium Income (each an “Affected Municipal
Fund” and collectively, the “Affected Municipal
Funds”). Shareholders of a Fund who execute proxies may
revoke them at any time before they are voted by filing with
that Fund a written notice of revocation, by delivering a duly
executed proxy bearing a later date, or by attending the Annual
Meeting and voting in person.
The Board of each Fund has determined that the use of this Joint
Proxy Statement for each Annual Meeting is in the best interest
of each Fund and its shareholders in light of the similar
matters being considered and voted on by the shareholders.
The following table indicates which shareholders are solicited
with respect to each matter:
| Matter | Common Shares | Preferred Shares(1) | ||||||
|
1(a)(i)
|
For each Minnesota Fund, except California Value, election of eight (8) Board Members by all shareholders. | X | X | |||||
|
1(a)(ii)
|
For each Minnesota Fund, except California Value, election of two (2) Board Members by Preferred Shares only. | X | ||||||
|
1(b)
|
For California Value, election of three (3) Board Members by all shareholders. | X | N/A | |||||
3
| Matter | Common Shares | Preferred Shares(1) | ||||||
|
1(c)(i)
|
For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, election of three (3) Board Members by all shareholders. | X | X | |||||
|
1(c)(ii)
|
For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, election of two (2) Board Members by Preferred Shares only. | X | ||||||
|
1(d)
|
For Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value, election of three (3) Board Members by all shareholders. | X | N/A | |||||
|
2(a)(i)
|
For each Affected Municipal Fund, all shareholders voting as a single class, to approve the elimination of the Fund’s fundamental investment policy relating to the Fund’s ability to make loans. | X | X | |||||
|
2(a)(ii)
|
For each Affected Municipal Fund (except California Value), the Preferred Shareholders voting separately as a single class, to approve the elimination of the Fund’s fundamental investment policy relating to the Fund’s ability to make loans. | X | ||||||
|
2(b)(i)
|
For each Affected Municipal Fund, all shareholders voting as a single class, to approve a new fundamental investment policy relating to the Fund’s ability to make loans. | X | X | |||||
|
2(b)(ii)
|
For each Affected Municipal Fund (except California Value), the Preferred Shareholders voting separately as a single class, to approve a new fundamental investment policy relating to the Fund’s ability to make loans. | X | ||||||
|
3(a)(i)
|
For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to investments in municipal securities and below investment grade securities. | X | X | |||||
4
| Matter | Common Shares | Preferred Shares(1) | ||||||
|
3(a)(ii)
|
For California Investment Quality and California Performance Plus, the Preferred Shareholders voting separately as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to investments in municipal securities and below investment grade securities. | X | ||||||
|
3(b)(i)
|
For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve a new fundamental investment policy related to investments in municipal securities. | X | X | |||||
|
3(b)(ii)
|
For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to investments in municipal securities. | X | ||||||
|
3(c)(i)
|
For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to commodities. | X | X | |||||
|
3(c)(ii)
|
For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to commodities. | X | ||||||
|
3(d)(i)
|
For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve a new fundamental investment policy related to commodities. | X | X | |||||
|
3(d)(ii)
|
For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve a new fundamental investment policy related to commodities. | X | ||||||
|
3(e)(i)
|
For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to derivatives and short sales. | X | X | |||||
5
| Matter | Common Shares | Preferred Shares(1) | ||||||
|
3(e)(ii)
|
For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy related to derivatives and short sales. | X | ||||||
|
3(f)(i)
|
For California Investment Quality and California Performance Plus, all shareholders voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy prohibiting investment in other investment companies. | X | X | |||||
|
3(f)(ii)
|
For California Investment Quality and California Performance Plus, the Preferred Shares voting as a single class, to approve the elimination of each Fund’s existing fundamental investment policy prohibiting investment in other investment companies. | X | ||||||
| (1) | Municipal Term Preferred Shares for Arizona Dividend Advantage, Arizona Dividend Advantage 2, Arizona Dividend Advantage 3, California Dividend Advantage 2, California Dividend Advantage 3, California Premium Income, Maryland Dividend Advantage, Maryland Dividend Advantage 2, Maryland Dividend Advantage 3, Maryland Premium Income, Massachusetts Dividend Advantage, Massachusetts Premium Income, Michigan Dividend Advantage, Missouri Premium Income, New Jersey Dividend Advantage, New Jersey Dividend Advantage 2, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3, Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Texas Quality Income, Virginia Dividend Advantage, Virginia Dividend Advantage 2 and Virginia Premium Income; Variable Rate Demand Preferred Shares for Arizona Premium Income, California Dividend Advantage, California Investment Quality, California Market Opportunity, California Performance Plus, California Select Quality, California Quality Income, Michigan Premium Income, Michigan Quality Income, New Jersey Investment Quality, New Jersey Premium Income, Ohio Quality Income, Pennsylvania Investment Quality, and Pennsylvania Premium Income 2 are referred to as “Preferred Shares.” California Value, California Value 2, New Jersey Value, Pennsylvania Value, Floating Rate Income, Floating Rate Income Opportunity, Senior Income and Tax-Advantaged Floating Rate do not have any Preferred Shares outstanding. |
A quorum of shareholders is required to take action at each
Annual Meeting. A majority of the shares entitled to vote at
each Annual Meeting, represented in person or by proxy, will
constitute a quorum of shareholders at that Annual Meeting,
except that for the election of the two Board Member nominees to
be elected by holders of Preferred Shares of each Fund (except
California Value, California Value 2, New Jersey Value,
Pennsylvania Value, Floating Rate Income, Floating Rate Income
Opportunity, Senior Income and Tax-Advantaged Floating Rate),
331/3%
of the Preferred Shares entitled to vote and represented in
person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Annual Meeting will be tabulated by the
inspectors of election appointed for that Annual Meeting. The
inspectors of election will determine whether or not a quorum is
present at the Annual Meeting. The inspectors of election will
treat abstentions and “broker non-votes” (i.e., shares
held by brokers or nominees, typically in “street
name,” as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote
and (ii) the broker or nominee does not have discretionary
voting power on a particular matter) as present for purposes of
determining a quorum.
6
For each Fund, the affirmative vote of a plurality of the shares
present and entitled to vote at the Annual Meeting will be
required to elect the Board Members of that Fund. For purposes
of determining the approval of the proposal to elect nominees
for each Fund, abstentions and broker non-votes will have no
effect on the election of Board Members. For purposes of
determining the approval of the elimination of the fundamental
investment policies and the approval of the new fundamental
investment policies for the Affected Municipal Funds (except for
California Value), a change will only be consummated if approved
by the affirmative vote of the holders of a majority of the
outstanding shares of a Fund’s Common Shares and Preferred
Shares, voting together as a single class, and by the
affirmative vote of a majority of the Fund’s outstanding
Preferred Shares, voting as a separate class. For purposes of
determining the approval of the elimination of the fundamental
investment policies and the approval of the new fundamental
investment policies for California Value, a change will only be
consummated if approved by the affirmative vote of the holders
of a majority of the Fund’s outstanding shares. For this
purpose, a majority of the outstanding shares means, as defined
in the Investment Company Act of 1940, as amended (the
“1940 Act”), (a) 67% or more of the voting
securities present at the Annual Meeting, if the holders of more
than 50% of the outstanding voting securities are present or
represented by proxy; or (b) more than 50% of the
outstanding voting securities, whichever is less. For purposes
of determining the approval of the elimination of the
fundamental investment policies and the approval of the new
fundamental investment policies, abstentions and broker
non-votes will have the same effect as shares voted against the
proposal.
Variable Rate Demand Preferred Shares held in “street
name” as to which voting instructions have not been
received from the beneficial owners or persons entitled to vote
as of one business day before the Annual Meeting, or, if
adjourned, one business day before the day to which the Annual
Meeting is adjourned, and that would otherwise be treated as
“broker non-votes” may, pursuant to Rule 452 of
the New York Stock Exchange, be voted by the broker on the
proposal in the same proportion as the votes cast by all holders
of Variable Rate Demand Preferred Shares as a class who have
voted on the proposal or in the same proportion as the votes
cast by all holders of Preferred Shares of the Fund who have
voted on that item. Rule 452 permits proportionate voting
of Variable Rate Demand Preferred Shares with respect to a
particular item if, among other things, (i) a minimum of
30% of the Variable Rate Demand Preferred Shares or shares of a
series of Variable Rate Demand Preferred Shares outstanding has
been voted by the holders of such shares with respect to such
item and (ii) less than 10% of the Variable Rate Demand
Preferred Shares or shares of a series of Variable Rate Demand
Preferred Shares outstanding has been voted by the holders of
such shares against such item. For the purpose of meeting the
30% test, abstentions will be treated as shares
“voted” and, for the purpose of meeting the 10% test,
abstentions will not be treated as shares “voted”
against the item.
Those persons who were shareholders of record at the close of
business on September 19, 2011 will be entitled to one vote
for each share held and a proportionate fractional vote for each
fractional share held. As of September 19, 2011, the shares
of the Funds were issued and outstanding as follows:
| Fund | Ticker Symbol* | Common Shares | Preferred Shares | |||||||||||||
| Floating Rate Income | JFR | 48,140,015 | N/A | |||||||||||||
| Floating Rate Income Opportunity | JRO | 30,497,211 | N/A | |||||||||||||
| Senior Income | NSL | 32,055,307 | N/A | |||||||||||||
| Tax-Advantaged Floating Rate | JFP | 13,982,903 | N/A | |||||||||||||
| Arizona Dividend Advantage | NFZ | 1,548,311 | NFZ PrC | 1,110,000 | ||||||||||||
7
| Fund | Ticker Symbol* | Common Shares | Preferred Shares | |||||||||||||
| Arizona Dividend Advantage 2 | NKR | 2,439,549 | NKR PrC | 1,872,500 | ||||||||||||
| Arizona Dividend Advantage 3 | NXE | 3,066,030 | NXE PrC | 2,084,600 | ||||||||||||
| Arizona Premium Income | NAZ | 4,470,695 | Series 1 | 280 | ||||||||||||
| California Dividend Advantage | NAC | 23,480,254 | Series 1 | 1,362 | ||||||||||||
| California Dividend Advantage 2 | NVX | 14,746,722 | NVX PrC | 5,500,000 | ||||||||||||
| NVX PrA | 4,284,630 | |||||||||||||||
| California Dividend Advantage 3 | NZH | 24,127,919 | NZH PrC | 8,625,000 | ||||||||||||
| NZH PrA | 2,700,000 | |||||||||||||||
| NZH PrB | 4,629,450 | |||||||||||||||
| California Investment Quality | NQC | 13,580,232 | Series 1 | 956 | ||||||||||||
| California Market Opportunity | NCO | 8,143,348 | Series 1 | 498 | ||||||||||||
| California Value | NCA | 25,253,681 | N/A | |||||||||||||
| California Value 2 | NCB | 3,287,900 | N/A | |||||||||||||
| California Performance Plus | NCP | 12,937,442 | Series 1 | 810 | ||||||||||||
| California Premium Income | NCU | 5,730,688 | NCU PrC | 3,525,000 | ||||||||||||
| California Quality Income | NUC | 22,010,834 | Series 1 | 1,581 | ||||||||||||
| California Select Quality | NVC | 23,147,128 | Series 1 | 1,589 | ||||||||||||
| Maryland Dividend Advantage | NFM | 4,197,406 | NFM PrC | 2,648,500 | ||||||||||||
| Maryland Dividend Advantage 2 | NZR | 4,203,492 | NZR PrC | 2,730,000 | ||||||||||||
| Maryland Dividend Advantage 3 | NWI | 5,365,969 | NWI PrC | 2,070,000 | ||||||||||||
| NWI PrD | 1,536,600 | |||||||||||||||
| Maryland Premium Income | NMY | 10,654,247 | NMY PrC | 3,877,500 | ||||||||||||
| NMY PrD | 3,581,800 | |||||||||||||||
| Massachusetts Dividend Advantage | NMB | 1,965,698 | NMB PrC | 1,472,500 | ||||||||||||
| Massachusetts Premium Income | NMT | 4,774,788 | NMT PrC | 2,021,000 | ||||||||||||
| NMT PrD | 1,643,500 | |||||||||||||||
| Michigan Dividend Advantage | NZW | 2,053,086 | NZW PrC | 1,631,300 | ||||||||||||
| Michigan Premium Income | NMP | 7,605,648 | Series 1 | 539 | ||||||||||||
| Michigan Quality Income | NUM | 11,554,253 | Series 1 | 879 | ||||||||||||
| Missouri Premium Income | NOM | 2,320,702 | NOM PrC | 1,788,000 | ||||||||||||
| New Jersey Dividend Advantage | NXJ | 6,569,912 | NXJ PrA | 4,486,100 | ||||||||||||
| New Jersey Dividend Advantage 2 | NUJ | 4,523,313 | NUJ PrC | 3,505,000 | ||||||||||||
| New Jersey Investment Quality | NQJ | 20,453,722 | Series 1 | 1,443 | ||||||||||||
| New Jersey Value | NJV | 1,560,787 | N/A | |||||||||||||
| New Jersey Premium Income | NNJ | 12,036,596 | Series 1 | 886 | ||||||||||||
| Ohio Dividend Advantage | NXI | 4,246,124 | NXI PrC | 1,945,000 | ||||||||||||
| NXI PrD | 1,165,340 | |||||||||||||||
| Ohio Dividend Advantage 2 | NBJ | 3,122,403 | NBJ PrA | 2,224,400 | ||||||||||||
| Ohio Dividend Advantage 3 | NVJ | 2,158,189 | NVJ PrA | 1,847,015 | ||||||||||||
| Ohio Quality Income | NUO | 9,753,457 | Series 1 | 735 | ||||||||||||
| Pennsylvania Value | NPN | 1,219,352 | N/A | |||||||||||||
| Pennsylvania Dividend Advantage | NXM | 3,321,984 | NXM PrC | 2,319,000 | ||||||||||||
| Pennsylvania Dividend Advantage 2 | NVY | 3,726,116 | NVY PrC | 2,455,000 | ||||||||||||
| Pennsylvania Investment Quality | NQP | 16,080,898 | Series 1 | 1,125 | ||||||||||||
8
| Fund | Ticker Symbol* | Common Shares | Preferred Shares | |||||||||||||
| Pennsylvania Premium Income 2 | NPY | 15,595,551 | Series 1 | 1,000 | ||||||||||||
| Texas Quality Income | NTX | 9,572,025 | NTX PrC | 7,092,000 | ||||||||||||
| Virginia Dividend Advantage | NGB | 3,145,155 | NGB PrC | 2,280,000 | ||||||||||||
| Virginia Dividend Advantage 2 | NNB | 5,761,422 | NNB PrC | 4,320,000 | ||||||||||||
| Virginia Premium Income | NPV | 9,022,558 | NPV PrC | 3,220,500 | ||||||||||||
| NPV PrA | 2,920,300 | |||||||||||||||
| * | The Common Shares of all of the Funds are listed on the NYSE Amex, except JRO, NSL, JFR, NAZ, NAC, NQC, NCO, NCA, NCP, NUC, NVC, NMY, NMT, NMP, NUM, NQJ, NNJ, NUO, NQP, NPY, NTX and NPV, which are listed on the New York Stock Exchange (“NYSE”). The Preferred Shares of all of the Funds with Muni Term Preferred Shares are listed on the NYSE, except for NMB PrC shares which are listed on the NYSE Amex. |
| 1. | Election of Board Members |
Minnesota
Funds
At the Annual Meeting of each Minnesota Fund, except California
Value, Board Members are to be elected to serve until the next
annual meeting or until their successors have been duly elected
and qualified. Under the terms of each Minnesota Fund’s
organizational documents (except California Value), under normal
circumstances, holders of Preferred Shares are entitled to elect
two (2) Board Members, and the remaining Board Members are
to be elected by holders of Common Shares and Preferred Shares,
voting together as a single class. Pursuant to the
organizational documents of California Value, its Board is
divided into three classes, with each class being elected to
serve until the third succeeding annual meeting subsequent to
their election or thereafter in each case when their respective
successors are duly elected and qualified. For California Value,
three (3) Board Members are nominated to be elected at this
Annual Meeting.
(a) For each Minnesota Fund, except California Value:
| (i) | Eight (8) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Amboian, Bremner, Evans, Kundert, Stockdale, Stone, Stringer and Toth are nominees for election by all shareholders. | |
| (ii) | Two (2) Board Members are to be elected by holders of Preferred Shares, each series voting together as a single class. Board Members Hunter and Schneider are nominees for election by holders of Preferred Shares. |
| (b) | For California Value: Three (3) Board Members are to be elected by all shareholders. |
With respect to California Value, Board Members Amboian, Kundert
and Toth have been designated as Class II Board Members and
as nominees for Board Members for a term expiring at the annual
meeting of shareholders in 2014 or until their successors have
been duly elected and qualified. Board Members Bremner, Evans,
Hunter, Schneider, Stockdale, Stone and Stringer are current and
continuing Board Members. Board Members Bremner, Evans and
Schneider have been designated as Class III Board Members
for a term expiring at the annual meeting of shareholders in
2012 or until their successors have been duly elected and
qualified. Board Members Hunter, Stockdale, Stone and Stringer
have been designated as Class I
9
Board Members for a term expiring at the annual meeting of
shareholders in 2013 or until their successors have been duly
elected and qualified.
Massachusetts
Funds
Pursuant to the organizational documents of each Massachusetts
Fund, each Board is divided into three classes, Class I,
Class II and Class III, to be elected by the holders
of the outstanding Common Shares and any outstanding Preferred
Shares, voting together as a single class to serve until the
third succeeding annual meeting subsequent to their election or
thereafter, in each case until their successors have been duly
elected and qualified. For each Massachusetts Fund, under normal
circumstances, holders of Preferred Shares are entitled to elect
two (2) Board Members. The Board Members elected by holders
of Preferred Shares will be elected to serve until the next
annual meeting or until their successors have been duly elected
and qualified.
| (c) | For each Massachusetts Fund, except Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value: |
| (i) | Three (3) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Amboian, Kundert and Toth have been designated as Class II Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Stockdale, Stone and Stringer are current and continuing Board Members. Board Members Bremner and Evans have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified. | |
| (ii) | Two (2) Board Members are to be elected by holders of Preferred Shares, voting separately as a single class. Board Members Hunter and Schneider are nominees for election by holders of Preferred Shares for a term expiring at the next annual meeting or until their successors have been duly elected and qualified. |
| (d) | For Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate, California Value 2, New Jersey Value and Pennsylvania Value: Three (3) Board Members are to be elected by all shareholders. |
With respect to Floating Rate Income, Floating Rate Income
Opportunity, Senior Income, Tax-Advantaged Floating Rate,
California Value 2, New Jersey Value and Pennsylvania Value,
Board Members Amboian, Kundert and Toth have been designated as
Class II Board Members and as nominees for Board Members
for a term expiring at the annual meeting of shareholders in
2014 or until their successors have been duly elected and
qualified. Board Members Bremner, Evans, Hunter, Schneider,
Stockdale, Stone and Stringer are current and continuing Board
Members. Board Members Bremner, Evans and Schneider have been
designated as Class III Board Members for a term expiring
at the annual meeting of shareholders in 2012 or until their
successors have been duly elected and qualified. Board Members
Hunter,
10
Stockdale, Stone and Stringer have been designated as
Class I Board Members for a term expiring at the annual
meeting of shareholders in 2013 or until their successors have
been duly elected and qualified.
It is the intention of the persons named in the enclosed proxy
to vote the shares represented thereby for the election of the
nominees listed in the table below unless the proxy is marked
otherwise. Each of the nominees has agreed to serve as a Board
Member of each Fund if elected. However, should any nominee
become unable or unwilling to accept nomination for election,
the proxies will be voted for substitute nominees, if any,
designated by that Fund’s present Board.
For each Minnesota Fund, except for California Value, each Board
Member other than Board Member Stringer was last elected to each
Fund’s Board at the annual meeting of shareholders held on
November 16, 2010 and, for California Investment Quality,
California Market Opportunity, California Quality Income and
California Select Quality, adjourned to January 6, 2011.
For California Value, Board Members Hunter, Stockdale and Stone
were last elected to the Fund’s Board as Class I Board
Members at the annual meeting of shareholders held on
November 16, 2010. Board Members Bremner, Evans and
Schneider were last elected as Class III Board Members at
the annual meeting of shareholders held on November 30,
2009.
For each Massachusetts Fund, except Floating Rate Income,
Floating Rate Income Opportunity, Senior Income, Tax-Advantaged
Floating Rate, California Value 2, New Jersey Value and
Pennsylvania Value, Board Members Stockdale and Stone were last
elected to the Fund’s Board as Class I Board Members
at the annual meeting of shareholders held on November 16,
2010 and, for Arizona Dividend Advantage 2, California Premium
Income, Missouri Premium Income and Texas Quality Income,
adjourned to January 6, 2011.
For each Massachusetts Fund, except Floating Rate Income,
Floating Rate Income Opportunity, Senior Income, Tax-Advantaged
Floating Rate, Maryland Premium Income, Virginia Dividend
Advantage, Virginia Dividend Advantage 2, California Value 2,
New Jersey Value and Pennsylvania Value, Board Members Bremner
and Evans were last elected to each Fund’s Board as
Class III Board Members at the annual meeting of
shareholders held on November 30, 2009 and adjourned to
January 12, 2010. For Maryland Premium Income, Virginia
Dividend Advantage and Virginia Dividend Advantage 2, Board
Members Bremner and Evans were last elected to each Fund’s
Board at the annual meeting of shareholders held on
November 30, 2009. For Floating Rate Income, Floating Rate
Income Opportunity, Senior Income and Tax-Advantaged Floating
Rate, Board Members Bremner and Evans were last elected to each
Fund’s Board as Class III Board Members at the annual
meeting of shareholders held on November 30, 2009.
For each Massachusetts Fund, except Floating Rate Income,
Floating Rate Income Opportunity, Senior Income, Tax-Advantaged
Floating Rate, Maryland Premium Income, Virginia Dividend
Advantage, Virginia Dividend Advantage 2, California Value 2,
New Jersey Value and Pennsylvania Value, Board Members Hunter
and Schneider were last elected to each Fund’s Board at the
annual meeting of shareholders held on November 30, 2009
and adjourned to January 12, 2010. For Maryland Premium
Income, Virginia Dividend Advantage and Virginia Dividend
Advantage 2, Board Members Hunter and Schneider were last
elected to each Fund’s Board at the annual meeting of
shareholders held on November 30, 2009. For Floating Rate
Income, Floating Rate Income Opportunity, Senior Income and
Tax-Advantaged Floating Rate, Board Members Hunter and Schneider
were last elected to each Fund’s Board as Class I and
Class III Board Members, respectively, at the annual
meeting of shareholders held on November 30, 2009.
11
For California Value 2, New Jersey Value and Pennsylvania Value,
all of the Board Members were elected by the initial shareholder
of the Fund, Nuveen Fund Advisors, Inc. f/k/a Nuveen Asset
Management (the “Adviser”), on February 26, 2009
and Board Members Hunter, Stockdale and Stone were last elected
to each fund’s Board as class I Board Members at the annual
meeting of shareholders held on November 16, 2010.
On January 1, 2011, Ms. Stringer was appointed as a
Board Member for each Fund, and designated as a Class I
Board Member with respect to California Value and each
Massachusetts Fund.
Other than Mr. Amboian (for all Funds), all Board Member
nominees are not “interested persons” as defined in
the 1940 Act, of the Funds or of the Adviser and have never been
an employee or director of Nuveen Investments, Inc.
(“Nuveen”), the Adviser’s parent company, or any
affiliate. Accordingly, such Board Members are deemed
“Independent Board Members.”
12
The Board unanimously recommends that shareholders vote FOR
the election of the nominees named below.
Board
Nominees/Board Members
|
Number of |
Other |
|||||||||||
|
Portfolios |
Directorships |
|||||||||||
|
in Fund |
Held |
|||||||||||
|
Complex |
by Board |
|||||||||||
|
Position(s) |
Term of Office |
Overseen |
Member During |
|||||||||
|
Name, Address |
Held with |
and Length |
Principal Occupation(s) |
by Board |
the Past |
|||||||
| and Birth Date | Fund | of Time Served(1) | During Past Five Years | Member | Five Years | |||||||
|
Nominees/Board Members who are not interested persons of the
Funds
|
||||||||||||
|
Robert P. Bremner* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (8/22/40) |
Chairman of Board and Board Member |
Term: Annual or Class III Board Member until 2012
Length of Service: Since 1996 |
Private Investor and Management Consultant; Treasurer and Director, Humanities Council, Washington, D.C.; Board Member, Independent Directors Council (affiliated with the Investment Company Institute). | 245 | N/A | |||||||
|
Jack B. Evans c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (10/22/48) |
Board Member |
Term: Annual or Class III Board Member until 2012
Length of Service: Since 1999 |
President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); formerly, Director, Alliant Energy. Member of the Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College and the Iowa College Foundation; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc. (a regional financial services firm). | 245 | Director and Chairman, United Fire Group, a publicly held company | |||||||
13
|
Number of |
Other |
|||||||||||
|
Portfolios |
Directorships |
|||||||||||
|
in Fund |
Held |
|||||||||||
|
Complex |
by Board |
|||||||||||
|
Position(s) |
Term of Office |
Overseen |
Member During |
|||||||||
|
Name, Address |
Held with |
and Length |
Principal Occupation(s) |
by Board |
the Past |
|||||||
| and Birth Date | Fund | of Time Served(1) | During Past Five Years | Member | Five Years | |||||||
|
William C. Hunter c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (3/6/48) |
Board Member |
Term: Annual Board Member until 2011
Length of Service: Since 2004 |
Dean (since 2006), Tippie College of Business, University of Iowa; Director (since 2005), Beta Gamma Sigma International Honor Society; Director (since 2009) of Wellmark, Inc.; formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003). | 245 | Director (since 2004) of Xerox Corporation. | |||||||
|
David J. Kundert* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (10/28/42) |
Board Member |
Term: Annual or Class II Board Member until 2011
Length of Service: Since 2005 |
Director, Northwestern Mutual Wealth Management Company; retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Member, Board of Regents, Luther College; Member of the Wisconsin Bar Association; Member of Board of Directors, Friends of Boerner Botanical Gardens; Member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation. | 245 | N/A | |||||||
14
|
Number of |
Other |
|||||||||||
|
Portfolios |
Directorships |
|||||||||||
|
in Fund |
Held |
|||||||||||
|
Complex |
by Board |
|||||||||||
|
Position(s) |
Term of Office |
Overseen |
Member During |
|||||||||
|
Name, Address |
Held with |
and Length |
Principal Occupation(s) |
by Board |
the Past |
|||||||
| and Birth Date | Fund | of Time Served(1) | During Past Five Years | Member | Five Years | |||||||
|
William J. Schneider* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (9/24/44) |
Board Member |
Term: Annual Board Member until 2011
Length of Service: Since 1996 |
Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Group; Member, Mid-America Health System Board; Member, University of Dayton Business School Advisory Council; formerly, Member, Dayton Philharmonic Orchestra Association; formerly, Director, Dayton Development Coalition; formerly, Member, Business Advisory Council, Cleveland Federal Reserve Bank. | 245 | N/A | |||||||
|
Judith M. Stockdale c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (12/29/47) |
Board Member |
Term: Annual or Class I Board Member until 2013
Length of Service: Since 1997 |
Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994). | 245 | N/A | |||||||
|
Carole E. Stone* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (6/28/47) |
Board Member |
Term: Annual or Class I Board Member until 2013
Length of Service: Since 2007 |
Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007). | 245 | Director, Chicago Board Options Exchange (since 2006). | |||||||
15
|
Number of |
Other |
|||||||||||
|
Portfolios |
Directorships |
|||||||||||
|
in Fund |
Held |
|||||||||||
|
Complex |
by Board |
|||||||||||
|
Position(s) |
Term of Office |
Overseen |
Member During |
|||||||||
|
Name, Address |
Held with |
and Length |
Principal Occupation(s) |
by Board |
the Past |
|||||||
| and Birth Date | Fund | of Time Served(1) | During Past Five Years | Member | Five Years | |||||||
|
Virginia L. Stringer c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (8/16/44) |
Board Member |
Term: Annual or Class I Board Member until 2013
Length of Service: Since 2011 |
Board Member, Mutual Fund Directors Forum; Member, Governing Board, Investment Company Institute’s Independent Directors Council; governance consultant and non-profit board member; former owner and president, Strategic Management Resources, Inc., a management consulting firm; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company. | 245 | Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex. | |||||||
|
Terence J. Toth* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (9/29/59) |
Board Member |
Term: Annual or Class II Board Member until 2011
Length of Service: Since 2008 |
Director, Legal & General Investment Management America, Inc. (since 2008); Managing Partner, Promus Capital (since 2008); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member, Goodman Theatre Board (since 2004); Chicago Fellowship Board (since 2005), and Catalyst Schools of Chicago Board (since 2008); formerly Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004). | 245 | N/A | |||||||
16
|
Number of |
Other |
|||||||||||
|
Portfolios |
Directorships |
|||||||||||
|
in Fund |
Held |
|||||||||||
|
Complex |
by Board |
|||||||||||
|
Position(s) |
Term of Office |
Overseen |
Member During |
|||||||||
|
Name, Address |
Held with |
and Length |
Principal Occupation(s) |
by Board |
the Past |
|||||||
| and Birth Date | Fund | of Time Served(1) | During Past Five Years | Member | Five Years | |||||||
|
Nominee/Board Member who is an interested person of the
Funds
|
||||||||||||
|
John P. Amboian(2) 333 West Wacker Drive Chicago, IL 60606 (6/14/61) |
Board Member |
Term: Annual or Class II Board Member until 2011
Length of Service: Since 2008 |
Chief Executive Officer and Chairman (since 2007) and Director (since 1999) of Nuveen Investments, Inc.; Chief Executive Officer (since 2007) of Nuveen Investments Advisers Inc.; Director (since 1998) formerly, Chief Executive Officer (2007-2010) of Nuveen Fund Advisors, Inc. | 245 | N/A | |||||||
| * | Also serves as a trustee of Nuveen Diversified Commodity Fund, an exchange-traded commodity pool managed by Nuveen Commodities Asset Management, LLC, an affiliate of each Fund’s Adviser. | |
| (1) | Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Nuveen Fund complex. |
| (2) | “Interested person” as defined in the 1940 Act, by reason of being an officer and director of each Fund’s Adviser. |
The dollar range of equity securities beneficially owned by each
Board Member in each Fund and all Nuveen funds overseen by the
Board Member as of May 31, 2011 is set forth in
Appendix A. The number of shares of each Fund beneficially
owned by each Board Member and by the Board Members and officers
of the Funds as a group as of May 31, 2011 is set forth in
Appendix A. On May 31, 2011, Board Members and
executive officers as a group beneficially owned approximately
1,160,000 shares of all funds managed by the Adviser
(including shares held by the Board Members through the Deferred
Compensation Plan for Independent Board Members and by executive
officers in Nuveen’s 401(k)/profit sharing plan). As of
September 19, 2011, each Board Member’s individual
beneficial shareholdings of each Fund constituted less than 1%
of the outstanding shares of each Fund. As of September 19,
2011, the Board Members and executive officers as a group
beneficially owned less than 1% of the outstanding shares of
each Fund. As of September 19, 2011, no shareholder
beneficially owned more than 5% of any class of shares of any
Fund, except as provided in Appendix B.
Compensation
Each Independent Board Member receives a $120,000 annual
retainer plus (a) a fee of $4,500 per day for attendance in
person or by telephone at regularly scheduled meetings of the
Board; (b) a fee of $3,000 per meeting for attendance in
person or by telephone at special, non-regularly scheduled Board
meetings where in-person attendance is required and $2,000 per
meeting for attendance by telephone or in person at such
meetings where in-person attendance is not required; (c) a
fee of $2,500 per meeting for attendance in person or by
telephone at Audit Committee meetings where in-person attendance
is required and $2,000 per meeting for attendance by telephone
or in person at such meetings where in-person attendance is not
required; (d) a fee of $2,500 per meeting for attendance in
person or by telephone at
17
Compliance, Risk Management and Regulatory Oversight Committee
meetings where in-person attendance is required and $2,000 per
meeting for attendance by telephone or in person at such
meetings where in-person attendance is not required; (e) a
fee of $1,000 per meeting for attendance in person or by
telephone at Dividend Committee meetings; and (f) a fee of
$500 per meeting for attendance in person or by telephone at all
other committee meetings ($1,000 for shareholder meetings) where
in-person attendance is required and $250 per meeting for
attendance by telephone or in person at such committee meetings
(excluding shareholder meetings) where in-person attendance is
not required, and $100 per meeting when the Executive Committee
acts as pricing committee for IPOs, plus, in each case, expenses
incurred in attending such meetings, provided that no fees are
received for meetings held on days on which regularly scheduled
Board meetings are held. In addition to the payments described
above, the Chairman of the Board receives $75,000, the
chairpersons of the Audit Committee, the Dividend Committee and
the Compliance, Risk Management and Regulatory Oversight
Committee receive $10,000 each and the chairperson of the
Nominating and Governance Committee receives $5,000 as
additional retainers. Independent Board Members also receive a
fee of $3,000 per day for site visits to entities that provide
services to the Nuveen funds on days on which no Board meeting
is held. When ad hoc committees are organized, the Nominating
and Governance Committee will at the time of formation determine
compensation to be paid to the members of such committees;
however, in general, such fees will be $1,000 per meeting for
attendance in person or by telephone at ad hoc committee
meetings where in-person attendance is required and $500 per
meeting for attendance by telephone or in person at such
meetings where in-person attendance is not required. The annual
retainer, fees and expenses are allocated among the Nuveen funds
on the basis of relative net assets, although management may, in
its discretion, establish a minimum amount to be allocated to
each Fund.
The boards of certain Nuveen funds (the “Participating
Funds”) established a Deferred Compensation Plan for
Independent Board Members (“Deferred Compensation
Plan”). Under the Deferred Compensation Plan, Independent
Board Members of the Participating Funds may defer receipt of
all, or a portion, of the compensation they earn for their
services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount had been invested
in shares of one or more eligible Nuveen funds.
18
The table below shows, for each Independent Board Member, the
aggregate compensation paid by each Fund to each Board Member
nominee for its last fiscal year:
| Aggregate Compensation from the Funds(1) | ||||||||||||||||||||||||||||||||||||
|
Robert P. |
Jack B. |
William C. |
David J. |
William J. |
Judith M. |
Carole E. |
Virgina L. |
Terence J. |
||||||||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Stringer | Toth | |||||||||||||||||||||||||||
|
Floating Rate Income
|
$ | 2,757 | $ | 2,218 | $ | 1,978 | $ | 2,223 | $ | 2,276 | $ | 2,078 | $ | 2,051 | $ | 1,021 | $ | 2,217 | ||||||||||||||||||
|
Floating Rate Income Opportunity
|
1,789 | 1,413 | 1,240 | 1,469 | 1,451 | 1,330 | 1,360 | 629 | 1,461 | |||||||||||||||||||||||||||
|
Senior Income
|
1,052 | 846 | 754 | 848 | 868 | 793 | 783 | 394 | 846 | |||||||||||||||||||||||||||
|
Tax-Advantaged Floating Rate
|
140 | 110 | 101 | 130 | 122 | 100 | 104 | 21 | 120 | |||||||||||||||||||||||||||
|
Arizona Dividend Advantage
|
172 | 104 | 87 | 102 | 105 | 144 | 90 | — | 99 | |||||||||||||||||||||||||||
|
Arizona Dividend Advantage 2
|
247 | 169 | 142 | 166 | 170 | 202 | 145 | — | 161 | |||||||||||||||||||||||||||
|
Arizona Dividend Advantage 3
|
271 | 219 | 182 | 235 | 220 | 193 | 205 | — | 229 | |||||||||||||||||||||||||||
|
Arizona Premium Income
|
337 | 290 | 243 | 284 | 292 | 261 | 249 | — | 276 | |||||||||||||||||||||||||||
|
California Dividend Advantage
|
1,881 | 1,613 | 1,484 | 1,806 | 1,798 | 1,503 | 1,399 | — | 1,590 | |||||||||||||||||||||||||||
|
California Dividend Advantage 2
|
1,170 | 1,025 | 958 | 1,113 | 1,144 | 1,053 | 851 | — | 975 | |||||||||||||||||||||||||||
|
California Dividend Advantage 3
|
1,928 | 1,653 | 1,521 | 1,850 | 1,842 | 1,540 | 1,434 | — | 1,629 | |||||||||||||||||||||||||||
|
California Investment Quality
|
1,120 | 959 | 896 | 1,041 | 1,070 | 915 | 796 | — | 912 | |||||||||||||||||||||||||||
|
California Market Opportunity
|
643 | 532 | 445 | 520 | 534 | 503 | 456 | — | 506 | |||||||||||||||||||||||||||
|
California Value
|
821 | 695 | 651 | 757 | 779 | 634 | 561 | — | 676 | |||||||||||||||||||||||||||
|
California Value 2
|
174 | 145 | 121 | 141 | 145 | 128 | 121 | — | 141 | |||||||||||||||||||||||||||
|
California Performance Plus
|
1,034 | 884 | 825 | 960 | 987 | 846 | 733 | — | 842 | |||||||||||||||||||||||||||
|
California Premium Income
|
529 | 369 | 308 | 361 | 370 | 432 | 316 | — | 351 | |||||||||||||||||||||||||||
|
California Quality Income
|
1,855 | 1,602 | 1,497 | 1,739 | 1,788 | 1,513 | 1,330 | — | 1,524 | |||||||||||||||||||||||||||
|
California Select Quality
|
1,890 | 1,633 | 1,526 | 1,773 | 1,823 | 1,541 | 1,355 | — | 1,554 | |||||||||||||||||||||||||||
|
Maryland Dividend Advantage
|
425 | 273 | 239 | 271 | 278 | 351 | 245 | 57 | 263 | |||||||||||||||||||||||||||
|
Maryland Dividend Advantage 2
|
429 | 276 | 242 | 274 | 281 | 354 | 249 | 58 | 266 | |||||||||||||||||||||||||||
|
Maryland Dividend Advantage 3
|
528 | 359 | 315 | 356 | 366 | 431 | 323 | 76 | 346 | |||||||||||||||||||||||||||
|
Maryland Premium Income
|
960 | 722 | 633 | 716 | 735 | 764 | 650 | 152 | 696 | |||||||||||||||||||||||||||
19
| Aggregate Compensation from the Funds(1) | ||||||||||||||||||||||||||||||||||||
|
Robert P. |
Jack B. |
William C. |
David J. |
William J. |
Judith M. |
Carole E. |
Virgina L. |
Terence J. |
||||||||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Stringer | Toth | |||||||||||||||||||||||||||
|
Massachusetts Dividend Advantage
|
$ | 160 | $ | 135 | $ | 118 | $ | 134 | $ | 137 | $ | 124 | $ | 121 | $ | 28 | $ | 130 | ||||||||||||||||||
|
Massachusetts Premium Income
|
490 | 327 | 287 | 325 | 333 | 401 | 295 | 70 | 316 | |||||||||||||||||||||||||||
|
Michigan Dividend Advantage
|
265 | 142 | 119 | 139 | 143 | 228 | 122 | — | 135 | |||||||||||||||||||||||||||
|
Michigan Premium Income
|
614 | 528 | 442 | 517 | 531 | 475 | 453 | — | 502 | |||||||||||||||||||||||||||
|
Michigan Quality Income
|
986 | 863 | 807 | 937 | 963 | 801 | 716 | — | 821 | |||||||||||||||||||||||||||
|
Missouri Premium Income
|
281 | 152 | 133 | 150 | 154 | 140 | 137 | 32 | 146 | |||||||||||||||||||||||||||
|
New Jersey Dividend Advantage
|
705 | 476 | 413 | 519 | 484 | 528 | 465 | 82 | 507 | |||||||||||||||||||||||||||
|
New Jersey Dividend Advantage 2
|
468 | 309 | 272 | 307 | 315 | 385 | 279 | 66 | 298 | |||||||||||||||||||||||||||
|
New Jersey Investment Quality
|
1,692 | 1,424 | 1,378 | 1,557 | 1,592 | 1,376 | 1,243 | 288 | 1,371 | |||||||||||||||||||||||||||
|
New Jersey Value
|
83 | 68 | 58 | 67 | 69 | 61 | 60 | 14 | 67 | |||||||||||||||||||||||||||
|
New Jersey Premium Income
|
1,043 | 870 | 842 | 951 | 973 | 851 | 759 | 176 | 837 | |||||||||||||||||||||||||||
|
Ohio Dividend Advantage
|
351 | 302 | 253 | 295 | 303 | 272 | 259 | — | 287 | |||||||||||||||||||||||||||
|
Ohio Dividend Advantage 2
|
253 | 218 | 182 | 213 | 219 | 196 | 187 | — | 207 | |||||||||||||||||||||||||||
|
Ohio Dividend Advantage 3
|
181 | 156 | 130 | 153 | 157 | 140 | 134 | — | 148 | |||||||||||||||||||||||||||
|
Ohio Quality Income
|
865 | 744 | 622 | 727 | 747 | 669 | 638 | — | 707 | |||||||||||||||||||||||||||
|
Pennsylvania Value
|
64 | 52 | 45 | 52 | 53 | 47 | 46 | 11 | 51 | |||||||||||||||||||||||||||
|
Pennsylvania Dividend Advantage
|
369 | 226 | 199 | 225 | 230 | 308 | 204 | 47 | 218 | |||||||||||||||||||||||||||
|
Pennsylvania Dividend Advantage 2
|
395 | 248 | 218 | 246 | 253 | 328 | 223 | 52 | 239 | |||||||||||||||||||||||||||
|
Pennsylvania Investment Quality
|
1,355 | 1,136 | 1,100 | 1,242 | 1,271 | 1,103 | 992 | 230 | 1,094 | |||||||||||||||||||||||||||
|
Pennsylvania Premium Income 2
|
1,242 | 1,040 | 1,006 | 1,137 | 1,162 | 1,012 | 907 | 210 | 1,001 | |||||||||||||||||||||||||||
|
Texas Quality Income
|
878 | 669 | 560 | 655 | 673 | 702 | 574 | — | 636 | |||||||||||||||||||||||||||
|
Virginia Dividend Advantage
|
252 | 211 | 185 | 210 | 215 | 195 | 190 | 44 | 204 | |||||||||||||||||||||||||||
|
Virginia Dividend Advantage 2
|
475 | 399 | 350 | 396 | 406 | 367 | 359 | 83 | 384 | |||||||||||||||||||||||||||
|
Virginia Premium Income
|
943 | 665 | 579 | 724 | 676 | 699 | 650 | 127 | 707 | |||||||||||||||||||||||||||
|
Total Compensation from Nuveen Funds Paid to Board Members/
Nominees
|
$ | 265,748 | $ | 230,443 | $ | 199,401 | $ | 243,469 | $ | 243,212 | $ | 213,579 | $ | 188,000 | — | $ | 230,630 | |||||||||||||||||||
20
| (1) | Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more Participating Funds. Total deferred fees for the Funds (including the return from the assumed investment in the Participating Funds) payable are: |
|
Robert P. |
Jack B. |
William C. |
David J. |
William J. |
Judith M. |
Carole E. |
Virginia L. |
Terence J. |
||||||||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Stringer | Toth | |||||||||||||||||||||||||||
|
Floating Rate Income
|
$ | 414 | $ | 559 | $ | 1,978 | $ | 2,223 | $ | 1,167 | $ | 1,097 | $ | — | $ | — | $ | 224 | ||||||||||||||||||
|
Floating Rate Income Opportunity
|
269 | 356 | 1,240 | 1,469 | 768 | 701 | — | — | 158 | |||||||||||||||||||||||||||
|
Senior Income
|
158 | 213 | 754 | 848 | 440 | 419 | — | — | 85 | |||||||||||||||||||||||||||
|
Tax-Advantaged Floating Rate
|
22 | 29 | 101 | 130 | 97 | 53 | — | — | 22 | |||||||||||||||||||||||||||
|
California Dividend Advantage
|
305 | 441 | 1,484 | 1,806 | 1,798 | 797 | — | — | 358 | |||||||||||||||||||||||||||
|
California Dividend Advantage 2
|
190 | 281 | 958 | 1,113 | 1,144 | 556 | — | — | 220 | |||||||||||||||||||||||||||
|
California Dividend Advantage 3
|
313 | 452 | 1,521 | 1,850 | 1,842 | 817 | — | — | 367 | |||||||||||||||||||||||||||
|
California Investment Quality
|
182 | 263 | 896 | 1,041 | 1,070 | 485 | — | — | 206 | |||||||||||||||||||||||||||
|
California Value
|
134 | 191 | 651 | 757 | 779 | 337 | — | — | 153 | |||||||||||||||||||||||||||
|
California Performance Plus
|
168 | 242 | 825 | 960 | 987 | 448 | — | — | 190 | |||||||||||||||||||||||||||
|
California Quality Income
|
301 | 439 | 1,497 | 1,739 | 1,788 | 803 | — | — | 345 | |||||||||||||||||||||||||||
|
California Select Quality
|
307 | 447 | 1,526 | 1,773 | 1,823 | 818 | — | — | 351 | |||||||||||||||||||||||||||
|
Michigan Quality Income
|
160 | 236 | 807 | 937 | 963 | 425 | — | — | 186 | |||||||||||||||||||||||||||
|
New Jersey Investment Quality
|
273 | 388 | 1,378 | 1,557 | 1,265 | 743 | — | — | 240 | |||||||||||||||||||||||||||
|
New Jersey Premium Income
|
168 | 237 | 842 | 951 | 772 | 460 | — | — | 146 | |||||||||||||||||||||||||||
|
Pennsylvania Investment Quality
|
219 | 310 | 1,100 | 1,242 | 1,009 | 596 | — | — | 191 | |||||||||||||||||||||||||||
|
Pennsylvania Premium Income 2
|
200 | 284 | 1,006 | 1,137 | 923 | 546 | — | — | 175 | |||||||||||||||||||||||||||
21
Board
Leadership Structure and Risk Oversight
The Board of each Fund (collectively, the “Board”)
oversees the operations and management of the Fund, including
the duties performed for the Funds by the Adviser. The Board has
adopted a unitary board structure. A unitary board consists of
one group of directors who serve on the board of every fund in
the complex. In adopting a unitary board structure, the Board
Members seek to provide effective governance through
establishing a board, the overall composition of which will, as
a body, possess the appropriate skills, independence and
experience to oversee the Funds’ business. With this
overall framework in mind, when the Board, through its
Nominating and Governance Committee discussed below, seeks
nominees for the Board, the Board Members consider, not only the
candidate’s particular background, skills and experience,
among other things, but also whether such background, skills and
experience enhance the Board’s diversity and at the same
time complement the Board given its current composition and the
mix of skills and experiences of the incumbent Board Members.
The Nominating and Governance Committee believes that the Board
generally benefits from diversity of background, experience and
views among its members, and considers this a factor in
evaluating the composition of the Board, but has not adopted any
specific policy on diversity or any particular definition of
diversity.
The Board believes the unitary board structure enhances good and
effective governance, particularly given the nature of the
structure of the investment company complex. Funds in the same
complex generally are served by the same service providers and
personnel and are governed by the same regulatory scheme which
raises common issues that must be addressed by the Board Members
across the fund complex (such as compliance, valuation,
liquidity, brokerage, trade allocation or risk management). The
Board believes it is more efficient to have a single board
review and oversee common policies and procedures which
increases the Board’s knowledge and expertise with respect
to the many aspects of fund operations that are complex-wide in
nature. The unitary structure also enhances the Board’s
influence and oversight over the Adviser and other service
providers.
In an effort to enhance the independence of the Board, the Board
also has a Chairman that is an Independent Board Member. The
Board recognizes that a chairman can perform an important role
in setting the agenda for the Board, establishing the boardroom
culture, establishing a point person on behalf of the Board for
Fund management, and reinforcing the Board’s focus on the
long-term interests of shareholders. The Board recognizes that a
chairman may be able to better perform these functions without
any conflicts of interests arising from a position with Fund
management. Accordingly, the Board Members have elected Robert
P. Bremner as the independent Chairman of the Board. Specific
responsibilities of the Chairman include: (i) presiding at
all meetings of the Board and of the shareholders;
(ii) seeing that all orders and resolutions of the Board
Members are carried into effect; and (iii) maintaining
records of and, whenever necessary, certifying all proceedings
of the Board Members and the shareholders.
Although the Board has direct responsibility over various
matters (such as advisory contracts, underwriting contracts and
Fund performance), the Board also exercises certain of its
oversight responsibilities through several committees that it
has established and which report back to the full Board. The
Board believes that a committee structure is an effective means
to permit Board Members to focus on particular operations or
issues affecting the Funds, including risk oversight. More
specifically, with respect to risk oversight, the Board has
delegated matters relating to valuation and compliance to
certain committees (as summarized below) as well as
22
certain aspects of investment risk. In addition, the Board
believes that the periodic rotation of Board Members among the
different committees allows the Board Members to gain additional
and different perspectives of a Fund’s operations. The
Board has established five standing committees: the Executive
Committee, the Dividend Committee, the Audit Committee, the
Compliance, Risk Management and Regulatory Oversight Committee
and the Nominating and Governance Committee. The Board may also
from time to time create ad hoc committees to focus on
particular issues as the need arises. The membership and
functions of the standing committees are summarized below.
The Executive Committee, which meets between regular meetings of
the Board, is authorized to exercise all of the powers of the
Board. The members of the Executive Committee are Robert P.
Bremner, Chair, Judith M. Stockdale and John P. Amboian. The
number of Executive Committee meetings of each Fund held during
its last fiscal year is shown in Appendix C.
The Dividend Committee is authorized to declare distributions on
each Fund’s shares including, but not limited to, regular
and special dividends, capital gains and ordinary income
distributions. The members of the Dividend Committee are Jack B.
Evans, Chair, Judith M. Stockdale and Terence J. Toth. The
number of Dividend Committee meetings of each Fund held during
its last fiscal year is shown in Appendix C.
The Board has an Audit Committee, in accordance with
Section 3(a)(58)(A) of the 1934 Act, that is composed
of Independent Board Members who are also
“independent” as that term is defined in the listing
standards pertaining to closed-end funds of the NYSE or NYSE
Amex, as applicable. The Audit Committee assists the Board in:
the oversight and monitoring of the accounting and reporting
policies, processes and practices of the Funds, and the audits
of the financial statements of the Funds; the quality and
integrity of the financial statements of the Funds; the
Funds’ compliance with legal and regulatory requirements
relating to the Funds’ financial statements; the
independent auditors’ qualifications, performance and
independence; and the pricing procedures of the Funds and the
internal valuation group of Nuveen. It is the responsibility of
the Audit Committee to select, evaluate and replace any
independent auditors (subject only to Board and, if applicable,
shareholder ratification) and to determine their compensation.
The Audit Committee is also responsible for, among other things,
overseeing the valuation of securities comprising the
Funds’ portfolios. Subject to the Board’s general
supervision of such actions, the Audit Committee addresses any
valuation issues, oversees the Funds’ pricing procedures
and actions taken by Nuveen’s internal valuation group
which provides regular reports to the committee, reviews any
issues relating to the valuation of the Funds’ securities
brought to its attention, and considers the risks to the Funds
in assessing the possible resolutions of these matters. The
Audit Committee may also consider any financial risk exposures
for the Funds in conjunction with performing its functions.
To fulfill its oversight duties, the Audit Committee receives
annual and semi-annual reports and has regular meetings with the
external auditors for the Funds and the internal audit group at
Nuveen. The Audit Committee also may review, in a general
manner, the processes the Board or other Board committees have
in place with respect to risk assessment and risk management as
well as compliance with legal and regulatory matters relating to
the Funds’ financial statements. The Audit Committee
operates under a written Audit Committee Charter (the
“Charter”) adopted and approved by the Board, which
Charter conforms to the listing standards of the NYSE or NYSE
Amex, as applicable. Members of the Audit Committee are
independent (as set forth in the Charter) and free of any
relationship that, in the opinion of the Board Members, would
interfere with their exercise of independent judgment as an
Audit Committee
23
member. The members of the Audit Committee are Robert P.
Bremner, David J. Kundert, Chair, William J. Schneider, Carole
E. Stone and Terence J. Toth, each of whom is an Independent
Board Member of the Funds. A copy of the Charter is attached as
Appendix D. The number of Audit Committee Meetings of each
Fund held during its last fiscal year is shown in
Appendix C.
The Compliance, Risk Management and Regulatory Oversight
Committee (the “Compliance Committee”) is responsible
for the oversight of compliance issues, risk management and
other regulatory matters affecting the Funds that are not
otherwise under or within the jurisdiction of the other
committees. The Board has adopted and periodically reviews
policies and procedures designed to address the Funds’
compliance and risk matters. As part of its duties, the
Compliance Committee: reviews the policies and procedures
relating to compliance matters and recommends modifications
thereto as necessary or appropriate to the full Board; develops
new policies and procedures as new regulatory matters affecting
the Funds arise from time to time; evaluates or considers any
comments or reports from examinations from regulatory
authorities and responses thereto; and performs any special
reviews, investigations or other oversight responsibilities
relating to risk management, compliance
and/or
regulatory matters as requested by the Board.
In addition, the Compliance Committee is responsible for risk
oversight, including, but not limited to, the oversight of risks
related to investments and operations. Such risks include, among
other things, exposures to: particular issuers, market sectors,
or types of securities; risks related to product structure
elements, such as leverage; and techniques that may be used to
address those risks, such as hedging and swaps. In assessing
issues brought to the Compliance Committee’s attention or
in reviewing a particular policy, procedure, investment
technique or strategy, the Compliance Committee evaluates the
risks to the Funds in adopting a particular approach or
resolution compared to the anticipated benefits to the Funds and
their shareholders. In fulfilling its obligations, the
Compliance Committee meets on a quarterly basis, and at least
once a year in person. The Compliance Committee receives written
and oral reports from the Funds’ Chief Compliance Officer
(“CCO”) and meets privately with the CCO at each of
its quarterly meetings. The CCO also provides an annual report
to the full Board regarding the operations of the Funds’
and other service providers’ compliance programs, as well
as any recommendations for modifications thereto. The Compliance
Committee also receives reports from the investment services
group of Nuveen regarding various investment risks.
Notwithstanding the foregoing, the full Board also participates
in discussions with management regarding certain matters
relating to investment risk, such as the use of leverage and
hedging. The investment services group therefore also reports to
the full Board at its quarterly meetings regarding, among other
things, Fund performance and the various drivers of such
performance. Accordingly, the Board directly
and/or in
conjunction with the Compliance Committee oversees matters
relating to investment risks. Matters not addressed at the
committee level are addressed directly by the full Board. The
Compliance Committee operates under a written charter adopted
and approved by the Board. The members of the Compliance
Committee are Jack B. Evans, William C. Hunter, William J.
Schneider, Judith M. Stockdale, Chair, and Virginia L. Stringer.
The number of Compliance Committee meetings of each Fund held
during its last fiscal year is shown in Appendix C.
The Nominating and Governance Committee is responsible for
seeking, identifying and recommending to the Board qualified
candidates for election or appointment to the Board. In
addition, the Nominating and Governance Committee oversees
matters of corporate governance, including the evaluation of
Board performance and processes, the assignment
24
and rotation of committee members, and the establishment of
corporate governance guidelines and procedures, to the extent
necessary or desirable, and matters related thereto. Although
the unitary and committee structure has been developed over the
years and the Nominating and Governance Committee believes the
structure has provided efficient and effective governance, the
committee recognizes that, as demands on the Board evolve over
time (such as through an increase in the number of Funds
overseen or an increase in the complexity of the issues raised),
the committee must continue to evaluate the Board and committee
structures and their processes and modify the foregoing as may
be necessary or appropriate to continue to provide effective
governance. Accordingly, the Nominating and Governance Committee
has a separate meeting each year to, among other things, review
the Board and committee structures, their performance and
functions, and recommend any modifications thereto or
alternative structures or processes that would enhance the
Board’s governance over the Funds’ business.
In addition, the Nominating and Governance Committee, among
other things: makes recommendations concerning the continuing
education of Board Members; monitors performance of legal
counsel and other service providers; establishes and monitors a
process by which security holders are able to communicate in
writing with Board Members; and periodically reviews and makes
recommendations about any appropriate changes to Board Member
compensation. In the event of a vacancy on the Board, the
Nominating and Governance Committee receives suggestions from
various sources, including shareholders, as to suitable
candidates. Suggestions should be sent in writing to Lorna
Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, IL 60606. The
Nominating and Governance Committee sets appropriate standards
and requirements for nominations for new Board Members and each
nominee is evaluated using the same standards. However, the
Nominating and Governance Committee reserves the right to
interview any and all candidates and to make the final selection
of any new Board Members. In considering a candidate’s
qualifications, each candidate must meet certain basic
requirements, including relevant skills and experience, time
availability (including the time requirements for due diligence
site visits to internal and external
sub-advisers
and service providers) and, if qualifying as an Independent
Board Member candidate, independence from the Adviser,
sub-advisers,
underwriters or other service providers, including any
affiliates of these entities. These skill and experience
requirements may vary depending on the current composition of
the Board, since the goal is to ensure an appropriate range of
skills, diversity and experience, in the aggregate. Accordingly,
the particular factors considered and weight given to these
factors will depend on the composition of the Board and the
skills and backgrounds of the incumbent Board Members at the
time of consideration of the nominees. All candidates, however,
must meet high expectations of personal integrity, independence,
governance experience and professional competence. All
candidates must be willing to be critical within the Board and
with management and yet maintain a collegial and collaborative
manner toward other Board Members. The Nominating and Governance
Committee operates under a written charter adopted and approved
by the Board, a copy of which is available on the Funds’
website at www.nuveen.com/CEF/Info/Shareholder/, and is composed
entirely of Independent Board Members, who are also
“independent” as defined by NYSE or NYSE Amex listing
standards, as applicable. Accordingly, the members of the
Nominating and Governance Committee are Robert P. Bremner,
Chair, Jack B. Evans, William C. Hunter, David J. Kundert,
William J. Schneider, Judith M. Stockdale, Carole E. Stone,
Virginia L. Stringer and Terence J. Toth. The number of
Nominating and Governance Committee meetings of each Fund held
during its last fiscal year is shown in Appendix C.
25
The number of regular quarterly meetings and special meetings
held by the Board of each Fund during the Fund’s last
fiscal year is shown in Appendix C. During the last fiscal
year, each Board Member attended 75% or more of each Fund’s
Board meetings and the committee meetings (if a member thereof)
held during the period for which such Board Member was a Board
Member. The policy of the Board relating to attendance by Board
Members at annual meetings of the Funds and the number of Board
Members who attended the last annual meeting of shareholders of
each Fund is posted on the Funds’ website at
www.nuveen.com/CEF/Info/Shareholder/.
Board Diversification and Board Member
Qualifications. In determining that a particular
Board Member was qualified to serve on the Board, the Board
considers each Board Member’s background, skills,
experience and other attributes in light of the composition of
the Board with no particular factor controlling. The Board
believes that Board Members need to have the ability to
critically review, evaluate, question and discuss information
provided to them, and to interact effectively with Fund
management, service providers and counsel, in order to exercise
effective business judgment in the performance of their duties,
and the Board believes each Board Member satisfies this
standard. An effective Board Member may achieve this ability
through his or her educational background; business,
professional training or practice; public service or academic
positions; experience from service as a board member or
executive of investment funds, public companies or significant
private or
not-for-profit
entities or other organizations;
and/or other
life experiences. Accordingly, set forth below is a summary of
the experiences, qualifications, attributes, and skills that led
to the conclusion, as of the date of this document, that each
Board Member should serve in that capacity. References to the
experiences, qualifications, attributes and skills of Board
Members are pursuant to requirements of the SEC, do not
constitute holding out the Board or any Board Member as having
any special expertise or experience and shall not impose any
greater responsibility or liability on any such person or on the
Board by reason thereof.
John P.
Amboian
Mr. Amboian, an interested Board Member of the Funds,
joined Nuveen Investments in June 1995 and became Chief
Executive Officer in July 2007 and Chairman in November 2007.
Prior to this, since 1999, he served as President with
responsibility for the firm’s product, marketing, sales,
operations and administrative activities. Mr. Amboian
initially served Nuveen Investments as Executive Vice President
and Chief Financial Officer. Prior to joining Nuveen
Investments, Mr. Amboian held key management positions with
two consumer product firms affiliated with the Phillip Morris
Companies. He served as Senior Vice President of Finance,
Strategy and Systems at Miller Brewing Company. Mr. Amboian
began his career in corporate and international finance at Kraft
Foods, Inc., where he eventually served as Treasurer. He
received a Bachelor’s degree in economics and an MBA from
the University of Chicago. Mr. Amboian serves on the Board
of Directors of Nuveen Investments and is a Board Member or
Trustee of the Investment Company Institute Board of Governors,
Boys and Girls Clubs of Chicago, Children’s Memorial
Hospital and Foundation, the Council on the Graduate School of
Business (University of Chicago), and the North Shore Country
Day School Foundation. He is also a member of the Civic
Committee of the Commercial Club of Chicago and the Economic
Club of Chicago.
26
Robert P.
Bremner
Mr. Bremner, the Board’s Independent Chairman, is a
private investor and management consultant in
Washington, D.C. His biography of William McChesney
Martin, Jr., a former chairman of the Federal Reserve
Board, was published by Yale University Press in November 2004.
From 1994 to 1997, he was a Senior Vice President at Samuels
International Associates, an international consulting firm
specializing in governmental policies, where he served in a
part-time capacity. Previously, Mr. Bremner was a partner
in the LBK Investors Partnership and was chairman and majority
stockholder with ITC Investors Inc., both private investment
firms. He currently serves on the Board and as Treasurer of the
Humanities Council of Washington D.C. and is a Board Member of
the Independent Directors Council affiliated with the Investment
Company Institute. From 1984 to 1996, Mr. Bremner was an
independent Trustee of the Flagship Funds, a group of municipal
open-end funds. He began his career at the World Bank in
Washington D.C. He graduated with a Bachelor of Science degree
from Yale University and received his MBA from Harvard
University.
Jack B.
Evans
President of the Hall-Perrine Foundation, a private
philanthropic corporation, since 1996, Mr. Evans was
formerly President and Chief Operating Officer of the SCI
Financial Group, Inc., a regional financial services firm
headquartered in Cedar Rapids, Iowa. Formerly, he was a member
of the Board of the Federal Reserve Bank of Chicago as well as a
Director of Alliant Energy. Mr. Evans is Chairman of the
Board of United Fire Group, sits on the Board of the Source
Media Group, is a member of the Board of Regents for the State
of Iowa University System, is a Life Trustee of Coe College and
is a member of the Advisory Council of the Department of Finance
in the Tippie College of Business, University of Iowa. He has a
Bachelor of Arts degree from Coe College and an MBA from the
University of Iowa.
William
C. Hunter
Mr. Hunter was appointed Dean of the Henry B. Tippie
College of Business at the University of Iowa effective
July 1, 2006. He had been Dean and Distinguished Professor
of Finance at the University of Connecticut School of Business
since June 2003. From 1995 to 2003, he was the Senior Vice
President and Director of Research at the Federal Reserve Bank
of Chicago. While there he served as the Bank’s Chief
Economist and was an Associate Economist on the Federal Reserve
System’s Federal Open Market Committee (FOMC). In addition
to serving as a Vice President in charge of financial markets
and basic research at the Federal Reserve Bank in Atlanta, he
held faculty positions at Emory University, Atlanta University,
the University of Georgia and Northwestern University. A past
Director of the Credit Research Center at Georgetown University,
SS&C Technologies, Inc. (2005) and past President of the
Financial Management Association International, he has consulted
with numerous foreign central banks and official agencies in
Western, Central and Eastern Europe, Asia, Central and South
America. From 1990 to 1995, he was a U.S. Treasury Advisor
to Central and Eastern Europe. He has been a Director of the
Xerox Corporation since 2004 and Wellmark, Inc. since 2009. He
is President-Elect of Beta Gamma Sigma, Inc., the International
Business Honor Society.
27
David J.
Kundert
Mr. Kundert retired in 2004 as Chairman of JPMorgan Fleming
Asset Management, as President and CEO of Banc One Investment
Advisors Corporation, and as President of One Group Mutual
Funds. Prior to the merger between Bank One Corporation and
JPMorgan Chase and Co., he was Executive Vice President, Bank
One Corporation and, since 1995, the Chairman and CEO, Banc One
Investment Management Group. From 1988 to 1992, he was President
and CEO of Bank One Wisconsin Trust Company. Currently,
Mr. Kundert is a Director of the Northwestern Mutual Wealth
Management Company. He started his career as an attorney for
Northwestern Mutual Life Insurance Company. Mr. Kundert has
served on the Board of Governors of the Investment Company
Institute and is currently a member of the Wisconsin Bar
Association. He is on the Board of the Greater Milwaukee
Foundation and chairs its Investment Committee. He received his
Bachelor of Arts degree from Luther College and his Juris Doctor
from Valparaiso University.
William
J. Schneider
Mr. Schneider is currently Chairman, formerly Senior
Partner and Chief Operating Officer (retired, December
2004) of Miller-Valentine Partners Ltd., a real estate
investment company. He was formerly a Director and Past Chair of
the Dayton Development Coalition. He was formerly a member of
the Community Advisory Board of the National City Bank in Dayton
as well as a former member of the Business Advisory Council of
the Cleveland Federal Reserve Bank. Mr. Schneider is a
member of the Business Advisory Council for the University of
Dayton College of Business. Mr. Schneider was an
independent Trustee of the Flagship Funds, a group of municipal
open-end funds. He also served as Chair of the Miami Valley
Hospital and as Chair of the Finance Committee of its parent
holding company. Mr. Schneider has a Bachelor of Science
degree in Community Planning from the University of Cincinnati
and a Masters of Public Administration degree from the
University of Dayton.
Judith M.
Stockdale
Ms. Stockdale is currently Executive Director of the
Gaylord and Dorothy Donnelley Foundation, a private foundation
working in land conservation and artistic vitality in the
Chicago region and the Lowcountry of South Carolina. Her
previous positions include Executive Director of the Great Lakes
Protection Fund, Executive Director of Openlands, and Senior
Staff Associate at the Chicago Community Trust. She has served
on the Boards of the Land Trust Alliance, the National
Zoological Park, the Governor’s Science Advisory Council
(Illinois), the Nancy Ryerson Ranney Leadership Grants Program,
Friends of Ryerson Woods and the Donors Forum.
Ms. Stockdale, a native of the United Kingdom, has a
Bachelor of Science degree in geography from the University of
Durham (UK) and a Master of Forest Science degree from Yale
University.
Carole E.
Stone
Ms. Stone retired from the New York State Division of the
Budget in 2004, having served as its Director for nearly five
years and as Deputy Director from 1995 through 1999.
Ms. Stone is currently on the Board of Directors of the
Chicago Board Options Exchange, CBOE Holdings, Inc. and C2
Options Exchange, Incorporated. She has also served as the Chair
of the New York Racing Association Oversight Board, as Chair of
the Public Authorities Control Board, as a Commissioner on the
New York State Commission on Public Authority Reform and as a
member
28
of the Boards of Directors of several New York State public
authorities. Ms. Stone has a Bachelor of Arts in Business
Administration from Skidmore College.
Virginia
L. Stringer
Ms. Stringer served as the independent chair of the Board
of the First American Fund Complex from 1997 to 2010, having
joined such Board in 1987. Ms. Stringer serves on the
Governing Board of the Investment Company Institute’s
Independent Directors Council and on the Board of the Mutual
Fund Directors Forum. She is a recipient of the Outstanding
Corporate Director award from Twin Cities Business Monthly and
the Minnesota Chapter of the National Association of Corporate
Directors. Ms. Stringer is the immediate past board chair
of the Oak Leaf Trust, director and immediate past board chair
of the Saint Paul Riverfront Corporation and is immediate past
president of the Minneapolis Club’s Governing Board. She is
a director and former board chair of the Minnesota Opera and a
Life Trustee and former board member of the Voyageur Outward
Bound School. She also served as a trustee of Outward Bound USA.
She was appointed by the Governor of Minnesota Board on Judicial
Standards and recently served on a Minnesota Supreme Court
Judicial Advisory Committee to reform the state’s judicial
disciplinary process. She is a member of the International
Women’s Forum and attended the London Business School as an
International Business Fellow. Ms. Stringer also served as
board chair of the Human Resource Planning Society, the
Minnesota Women’s Campaign Fund and the Minnesota
Women’s Economic Roundtable. Ms. Stringer is the
retired founder of Strategic Management Resources, a consulting
practice focused on corporate governance, strategy and
leadership. She has twenty-five years of corporate experience,
having held executive positions in general management, marketing
and human resources with IBM and the Pillsbury Company.
Terence
J. Toth
Mr. Toth has served as a Director of Legal &
General Investment Management America, Inc. since 2008 and as a
Managing Partner at Promus Capital since 2008. From 2004 to
2007, he was Chief Executive Officer and President of Northern
Trust Global Investments, and Executive Vice President of
Quantitative Management & Securities Lending from 2000
to 2004. He also formerly served on the Board of the Northern
Trust Mutual Funds. He joined Northern Trust in 1994 after
serving as Managing Director and Head of Global Securities
Lending at Bankers Trust (1986 to 1994) and Head of
Government Trading and Cash Collateral Investment at Northern
Trust from 1982 to 1986. He currently serves on the Boards of
the Goodman Theatre and Chicago Fellowship, and is Chairman of
the Board of Catalyst Schools of Chicago. Mr. Toth
graduated with a Bachelor of Science degree from the University
of Illinois, and received his MBA from New York University. In
2005, he graduated from the CEO Perspectives Program at
Northwestern University.
Board Member Terms. For each Minnesota Fund
except California Value, all Board Members are elected annually.
For each Massachusetts Fund, and California Value, shareholders
will be asked to elect Board Members as each Board Member’s
term expires, and with respect to Board Members elected by
holders of Common Shares such Board Member shall be elected for
a term expiring at the time of the third succeeding annual
meeting subsequent to their election or thereafter in each case
when their respective successors are duly elected and qualified.
These provisions could delay for up to two years the replacement
of a majority of the Board.
29
The
Officers
The following table sets forth information with respect to each
officer of the Funds. Officers receive no compensation from the
Funds. The officers are elected by the Board on an annual basis
to serve until successors are elected and qualified.
|
Number of |
||||||||||
|
Portfolios |
||||||||||
|
Term of Office |
in Fund |
|||||||||
|
and |
Complex |
|||||||||
|
Name, Address |
Position(s) Held with |
Length of Time |
Principal Occupation(s) |
Served by |
||||||
| and Birth date | Fund | Served(1) | During Past 5 Years | Officer | ||||||
|
Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 (9/9/56) |
Chief Administrative Officer |
Term/Annual Length of Service: Since 1988 |
Managing Director (since 2002), Assistant Secretary and Associate General Counsel of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC and Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC (since 2006), and Nuveen HydePark Group, LLC and Nuveen Investment Solutions, Inc. (since 2007) and of Winslow Capital Management, Inc. (since 2010); Chief Administrative Officer and Chief Compliance Officer (since 2010) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst. | 245 | ||||||
30
|
Number of |
||||||||||
|
Portfolios |
||||||||||
|
Term of Office |
in Fund |
|||||||||
|
and |
Complex |
|||||||||
|
Name, Address |
Position(s) Held with |
Length of Time |
Principal Occupation(s) |
Served by |
||||||
| and Birth date | Fund | Served(1) | During Past 5 Years | Officer | ||||||
|
William Adams IV 333 West Wacker Drive Chicago, IL 60606 (6/9/55) |
Vice President |
Term/Annual Length of Service: Since 2007 |
Senior Executive Vice President, Global Structured Products, formerly, Executive Vice President (1999-2010) of Nuveen Securities, LLC; Co-President of Nuveen Fund Advisors, Inc. (since 2011); Managing Director (since 2010) of Nuveen Commodities Asset Management, LLC. | 133 | ||||||
|
Cedric H. Antosiewicz 333 West Wacker Drive Chicago, IL 60606 (1/11/62) |
Vice President |
Term/Annual Length of Service: Since 2007 |
Managing Director (since 2004) of Nuveen Securities LLC. | 133 | ||||||
|
Margo L. Cook 333 West Wacker Drive Chicago, IL 60606 (4/11/64) |
Vice President |
Term/Annual Length of Service: Since 2009 |
Executive Vice President (since 2008) of Nuveen Securities, Inc. and of Nuveen Fund Advisors, Inc. (since 2011); previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Mgt. (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst. | 245 | ||||||
|
Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 (10/24/45) |
Vice President |
Term/Annual Length of Service: Since 1998 |
Managing Director (since 2004) of Nuveen Securities, LLC; Managing Director (since 2005) of Nuveen Fund Advisors. | 245 | ||||||
|
Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 (5/31/54) |
Vice President and Controller |
Term/Annual Length of Service: Since 1993 |
Senior Vice President (since 2010), formerly, Vice President (1993-2010) and Funds Controller (since 1998) of Nuveen Securities, LLC; Vice President (2005-2010) of Nuveen Fund Advisors, Inc.; Certified Public Accountant. | 245 | ||||||
31
|
Number of |
||||||||||
|
Portfolios |
||||||||||
|
Term of Office |
in Fund |
|||||||||
|
and |
Complex |
|||||||||
|
Name, Address |
Position(s) Held with |
Length of Time |
Principal Occupation(s) |
Served by |
||||||
| and Birth date | Fund | Served(1) | During Past 5 Years | Officer | ||||||
|
Scott S. Grace 333 West Wacker Drive Chicago, IL 60606 (8/20/70) |
Vice President and Treasurer |
Term/Annual Length of Service: Since 2009 |
Managing Director, Corporate Finance & Development, Treasurer (since September 2009) of Nuveen Securities, LLC; Managing Director and Treasurer of Nuveen Investment Solutions, Inc., Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Fund Advisors, Inc. and of Nuveen Asset Management, LLC (since 2011); Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, Inc.; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant Designation. | 245 | ||||||
|
Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 (2/24/70) |
Chief Compliance Officer and Vice President |
Term/Annual Length of Service: Since 2003 |
Senior Vice President (since 2008), formerly, Vice President, of Nuveen Securities, LLC; Senior Vice President (since 2008) and Assistant Secretary (since 2003), of Nuveen Fund Advisors, Inc. | 245 | ||||||
|
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 (8/27/61) |
Vice President |
Term/Annual Length of Service: Since 2002 |
Senior Vice President (since 2009), formerly, Vice President of Nuveen Securities, LLC (1999-2009); Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, Inc. | 245 | ||||||
32
|
Number of |
||||||||||
|
Portfolios |
||||||||||
|
Term of Office |
in Fund |
|||||||||
|
and |
Complex |
|||||||||
|
Name, Address |
Position(s) Held with |
Length of Time |
Principal Occupation(s) |
Served by |
||||||
| and Birth date | Fund | Served(1) | During Past 5 Years | Officer | ||||||
|
Larry W. Martin 333 West Wacker Drive Chicago, IL 60606 (7/27/51) |
Vice President and Assistant Secretary |
Term/Annual Length of Service: Since 1988 |
Senior Vice President (since 2010), formerly, Vice President (1993-2010), Assistant Secretary and Assistant General Counsel of Nuveen Securities, LLC; Senior Vice President (since 2011) of Nuveen Asset Management, LLC; Senior Vice President (since 2010), formerly, Vice President (2005-2010), and Assistant Secretary of Nuveen Investments, Inc.; Senior Vice President (since 2010), formerly, Vice President (2005-2010), and Assistant Secretary (since 1997) of Nuveen Fund Advisors, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002), NWQ Investment Management Company, LLC, Symphony Asset Management LLC (since 2003), Tradewinds Global Investors, LLC, Santa Barbara Asset Management LLC (since 2006), Nuveen HydePark Group, LLC, Nuveen Investment Solutions, Inc. (since 2007) and of Winslow Capital Management, Inc. (since 2010); Vice President and Assistant Secretary of Nuveen Commodities Asset Management, LLC (since 2010). | 245 | ||||||
33
|
Number of |
||||||||||
|
Portfolios |
||||||||||
|
Term of Office |
in Fund |
|||||||||
|
and |
Complex |
|||||||||
|
Name, Address |
Position(s) Held with |
Length of Time |
Principal Occupation(s) |
Served by |
||||||
| and Birth date | Fund | Served(1) | During Past 5 Years | Officer | ||||||
|
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 (3/26/66) |
Vice President and Secretary |
Term/Annual Length of Service: Since 2007 |
Managing Director (since 2008), formerly, Vice President (2007-2008) of Nuveen Securities, LLC; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, Nuveen HydePark Group, LLC, Nuveen Investment Solutions, Inc. and of Winslow Capital Management, Inc. (since 2010); Vice President and Secretary of Nuveen Commodities Asset Management, LLC (since 2010); prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007). | 245 | ||||||
|
Kathleen L. Prudhomme 800 Nicollet Mall Minneapolis, MN 55402 (3/30/53) |
Vice President and Assistant Secretary |
Term/Annual Length of Service: Since 2011 |
Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary (since 2011) of Nuveen Securities, LLC; Deputy General Counsel, FAF Advisors, Inc. (2004-2010). | 245 | ||||||
| (1) | Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex. |
34
| 2. | Approval of the Elimination of Fundamental Investment Policies and Approval of New Fundamental Policies for each Affected Municipal Fund |
Each Affected Municipal Fund has adopted a fundamental
investment policy relating to the Fund’s ability to make
loans (together, the “Current Fundamental Policies,”
and each, a “Current Fundamental Policy”), that can be
changed only by shareholder vote. The Current Fundamental Policy
adopted by each Affected Municipal Fund reflects industry and
other market conditions present at the time of the inception of
each such Fund.
As a general matter, Nuveen’s municipal closed-end funds
are seeking to adopt a uniform set of investment policies
(together, the “New Investment Policies,” and each, a
“New Investment Policy”). Investment policies
currently vary across otherwise-similar Nuveen municipal
closed-end funds, reflecting evolving markets and guidelines as
the different funds were launched over the past 20 years.
As part of a continuing broader “best practices”
initiative begun approximately three years ago, all Nuveen
municipal closed-end funds, including the Affected Municipal
Funds, are seeking to adopt a uniform set of investment policies
that reflect municipal market and regulatory developments over
time.
The proposed New Investment Policy with respect to loans would
permit the Affected Municipal Funds to make loans to the extent
permitted by securities laws. Among other things, this change is
intended to provide each Affected Municipal Fund with the
flexibility to make loans in circumstances where a municipal
issuer is in distress, if the Adviser believes that doing so
would both:
| • | facilitate a timely workout of the issuer’s situation in a manner that benefits the Fund; and |
| • | be or represent the best choice for reducing the likelihood or severity of loss on the Fund’s investment. |
Conforming and updating these investment policies is intended to
benefit common shareholders by increasing portfolio manager
efficiency and flexibility to take advantage of a wide range of
appropriate opportunities in the municipal bond markets in
pursuit of the Affected Municipal Funds’ investment
objectives. Providing an Affected Municipal Fund with the option
of making loans to help facilitate a timely workout of a
distressed issuer’s situation merely provides the Fund with
an additional tool to help preserve shareholder value and should
not be viewed as a commentary on the state of the municipal bond
market or as indicative of an immediate need or desire to make a
loan to an issuer facing a credit workout situation.
In order to implement the New Investment Policy, each Affected
Municipal Fund must change its Current Fundamental Policy, which
change requires your approval. In particular, shareholders must
first approve the elimination of their Affected Municipal
Fund’s Current Fundamental Policy as well as the
implementation of the New Investment Policy.
The primary purposes of these changes are to provide the
Affected Municipal Funds with increased flexibility in
diversifying portfolio risks and optimizing returns on current
investments in order to pursue the preservation of and possible
growth of capital which, if successful, will help to sustain and
build net asset value, and to create consistent investment
policies for all Nuveen municipal bond funds to promote
operational efficiencies.
The Board has unanimously approved, and unanimously recommends,
the approval by shareholders of each Affected Municipal Fund,
the elimination of the Current Fundamental
35
Policy of each Affected Municipal Fund and the approval of the
New Investment Policy, described below.
| 2. | For each Affected Municipal Fund: |
| (a) | Elimination of Fundamental Policy Relating to Making Loans: The Current Fundamental Policy with respect to making loans, and which is proposed to be eliminated, provides that the respective Affected Municipal Fund shall not: |
Make loans, other than by entering into repurchase agreements
and through the purchase of [Municipal Obligations/municipal
bonds] or [temporary/short-term] investments in accordance with
its investment objectives, policies and limitations.
| (b) | Approval of New Investment Policy Relating to Making Loans: It is proposed that each Affected Municipal Fund adopt a New Investment Policy with respect to making loans. The adoption of the following New Investment Policy for each Affected Municipal Fund is contingent on shareholder approval of the elimination of that Fund’s Current Fundamental Policy with respect to making loans, as reflected in 2(a) above. The proposed New Investment Policy provides that each Affected Municipal Fund shall not: |
Make loans, except as permitted by the Investment Company Act of
1940, as amended, and exemptive orders granted under the
Investment Company Act of 1940, as amended.
Board
Recommendation
The Board believes that eliminating the Current Fundamental
Policies and adopting the New Investment Policies gives the
Adviser flexibility to rapidly respond to continuing
developments in the municipal market and would enhance the
portfolio managers’ ability to meet each Affected Municipal
Fund’s investment objective. In addition, the Board
believes that the proposed changes will create consistent
investment policies for all Nuveen municipal bond funds and will
help to promote operational efficiencies.
The Board recommends that shareholders of each Affected
Municipal Fund vote to approve the elimination of each Current
Fundamental Policy and vote to approve each New Fundamental
Policy.
| 3. | Approval of the Elimination of Fundamental Investment Policies and Approval of New Fundamental Policies for California Investment Quality and California Performance Plus* |
California Investment Quality and California Performance Plus
(the “Affected California Funds”) have adopted certain
fundamental investment policies relating to (i) investments
in municipal securities and below investment grade securities,
(ii) investments in other investment companies
and/or
(iii) investments in derivatives, short sales and
commodities as described below (together, the “Existing
Fundamental Policies,” and each, an “Existing
Fundamental Policy”), that can only be changed by
shareholder vote. The Existing Fundamental Policies adopted by
the Affected California Funds reflected industry and other
market conditions present at the time of the inception of each
Fund.
* California Investment Quality and California Performance
Plus are each Affected Municipal Funds, as discussed above.
36
As previously discussed, Nuveen’s municipal closed-end
funds are seeking to adopt a uniform set of New Investment
Policies to conform to the evolution of the municipal market and
regulatory developments over time. The potential benefits of the
New Investment Policies for the Affected California Funds to you
as a Fund shareholder are:
| • | enhanced ability of the Affected California Funds to generate attractive levels of tax-exempt income, while retaining the Funds’ orientation on investment grade quality municipal securities; |
| • | increased flexibility in diversifying portfolio risks and managing duration (the sensitivity of bond prices to interest rate changes) to pursue the preservation and possible growth of capital, which, if successful, will help to sustain and build common shareholder net asset value and asset coverage levels for preferred shares; and |
| • | improved secondary market competitiveness which may benefit common shareholders through higher relative market price and/or stronger premium/discount performance. |
In order to implement the New Investment Policies, each Affected
California Fund must change certain of its Existing Fundamental
Policies, which change requires your approval. In particular,
shareholders must first approve the elimination of their
Affected California Fund’s Existing Fundamental Policies as
well as the implementation of the New Fundamental Policies.
The primary purposes of these changes are to provide the
Affected California Funds with increased investment flexibility
and to create consistent investment policies for all Nuveen
municipal bond funds to promote operational efficiencies.
The Board has unanimously approved, and unanimously recommends
the approval by shareholders of each Affected California Fund,
the elimination of the Existing Fundamental Policies of the
Affected California Fund and the approval of the New Investment
Policies, described below.
| (a) | Elimination of Fundamental Policies Relating to Investments in Municipal Securities and Below Investment Grade Securities: |
The Existing Fundamental Policy with respect to each Affected
California Fund’s investments in municipal securities and
the ability to invest in below investment grade securities,
which is proposed to be eliminated, provides that:
Except to the extent that the Fund buys temporary investments as
described in [the Fund’s Statement of Additional
Information], the Fund will, as a fundamental policy, invest
substantially all of its assets (more than 80%) in tax-exempt
California municipal bonds that are rated at the time of
purchase within the four highest grades (Baa or BBB or better)
by Moody’s or Standard and Poor’s, except that the
Fund may invest up to 20% of its assets in unrated California
municipal bonds which, in Nuveen Advisory’s opinion, have
credit characteristics equivalent to, and are of comparable
quality to, municipal bonds so rated.
| (b) | Approval of New Fundamental Policy Relating to Investments in Municipal Securities: |
The following New Fundamental Policy will replace each Affected
California Fund’s Existing Fundamental Policy referenced in
3(a) above. Implementation of the following New Fundamental
Policy by each Affected California Fund is contingent on
shareholder approval of the elimination of each Affected
California Fund’s Existing Fundamental
37
Policy. The proposed New Fundamental Policy with respect to each
Affected California Fund’s investments in municipal
securities is as follows:
Under normal circumstances, the Fund will invest at least 80% of
its net assets, including assets attributable to any principal
amount of any borrowings (including the issuance of commercial
paper or notes) or any preferred shares outstanding
(“Managed Assets”) in municipal securities and other
related investments, the income from which is exempt from
regular federal and California income taxes.
In addition, the Board has adopted new non-fundamental, which
may be changed without a shareholder vote upon 60 days’
notice to shareholders, policies with respect to investing in
investment grade securities for each Affected California Fund,
which will be implemented upon the elimination of the Existing
Fundamental Policy described in 3(a) above. The new
non-fundamental policies relating to investing in investment
grade securities are as follows:
(i) Under normal circumstances, the Fund will invest at
least 80% of its Managed Assets in investment grade securities
that, at the time of investment, are rated within the four
highest grades (Baa or BBB or better) by at least one nationally
recognized statistical rating organization or are unrated but
judged to be of comparable quality by the Fund’s investment
adviser.
(ii) The Fund may invest up to 20% of its Managed Assets in
municipal securities that at the time of investment are rated
below investment grade or are unrated but judged to be of
comparable quality by the Fund’s investment adviser.
(iii) No more than 10% of the Fund’s Managed Assets
may be invested in municipal securities rated below B3/B- or
that are unrated but judged to be of comparable quality by the
Fund’s investment adviser.
Related to these changes, the Board of each Affected California
Fund has also amended and standardized the description of
“municipal securities” or “municipal
obligations” in which an Affected California Fund may
invest to include various types of municipal securities. The new
description, tailored as appropriate to each Affected California
Fund, generally provides:
The Fund may invest in various municipal securities, including
municipal bonds and notes, other securities issued to finance
and refinance public projects, and other related securities and
derivative instruments creating exposure to municipal bonds,
notes and securities that provide for the payment of interest
income that is exempt from federal income tax (“Municipal
Obligations”). Municipal Obligations are generally debt
obligations issued by state and local governmental entities and
may be issued by U.S. territories to finance or refinance public
projects such as roads, schools, and water supply systems.
Municipal Obligations may also be issued for private activities,
such as housing, medical and educational facility construction,
or for privately owned transportation, electric utility and
pollution control projects. Municipal Obligations may be issued
on a long term basis to provide permanent financing. The
repayment of such debt may be secured generally by a pledge of
the full faith and credit taxing power of the issuer, a limited
or special tax, or any other revenue source including project
revenues, which may include tolls, fees and other user charges,
lease payments, and mortgage payments. Municipal Obligations may
38
also be issued to finance projects on a short term interim
basis, anticipating repayment with the proceeds on long term
debt. Municipal Obligations may be issued and purchased in the
form of bonds, notes, leases or certificates of participation;
structured as callable or noncallable; with payment forms
including fixed coupon, variable rate, zero coupon, capital
appreciation bonds, tender option bonds, and residual interest
bonds or inverse floating rate securities; or acquired through
investments in pooled vehicles, partnerships or other investment
companies. Inverse floating rate securities are securities that
pay interest at rates that vary inversely with changes in
prevailing short-term tax-exempt interest rates and represent a
leveraged investment in an underlying municipal security, which
may increase the effective leverage of the Fund.
| (c) | Elimination of Fundamental Policies Relating to Commodities: |
The Existing Fundamental Policy relating to commodities, and
which is proposed to be eliminated, is as follows:
The Fund, as a fundamental policy, may not purchase or sell
commodities or commodities contracts, except for transactions
involving futures contracts within the limits described under
“Certain Trading Strategies of the Fund —
Financial Futures and Options Transactions.”*
| (d) | Approval of New Fundamental Policy Relating to Commodities: |
It is proposed that each Affected California Fund adopt a New
Fundamental Policy with respect to commodities. The adoption of
the following New Fundamental Policy for each Affected
California Fund is contingent on shareholder approval of the
elimination of that Fund’s Existing Fundamental Policy with
respect to commodities, as reflected in 3(c) above. The proposed
New Fundamental Policy is as follows:
The Fund may not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other
instruments (but this shall not prevent the Fund from purchasing
or selling options, futures contracts or derivative instruments
or from investing in securities or other instruments backed by
physical commodities).
| (e) | Elimination of Fundamental Policies Relating to Derivatives and Short Sales: |
The Existing Fundamental Policies relating to derivatives and
short sales, and which are proposed to be eliminated, are as
follows:
(i) The Fund may not make short sales of securities or
purchase any securities on margin (except for such short-term
credits as are necessary for the clearance of transactions), or
write or purchase put or call options, except to the extent that
the purchase of a stand-by commitment may be considered the
purchase of a put, and except for transactions involving options
within the limits described under “Certain Trading
Strategies of The Fund — Financial Futures and Options
Transactions.”*
* References are to a Fund’s registration statement.
39
(ii) The Fund may not purchase financial futures and
options except within the limits described in “Certain
Trading Strategies of The Fund — Financial Futures and
Options Transactions.”*
In connection with the elimination of the Existing Fundamental
Policies relating to derivatives and short sales, as reflected
in 3(e) above, the Board has adopted the following new
non-fundamental policies for each Affected California Fund,
which may be changed without a shareholder vote upon 60
days’ notice to shareholders. The new non-fundamental
policies are contingent on shareholder approval of the
elimination of that Fund’s Existing Fundamental Policies
with respect to derivatives and short sales. The new
non-fundamental polices are as follows:
(i) The Fund may invest in derivative instruments in
pursuit of its investment objectives. Such instruments include
financial futures contracts, swap contracts (including interest
rate and credit default swaps), options on financial futures,
options on swap contracts, or other derivative instruments. The
Fund’s investment adviser uses derivatives to seek to
enhance return, to hedge some of the risks of its investments in
fixed income securities or as a substitute for a position in the
underlying asset.
(ii) The Fund may not sell securities short, unless the
Fund owns or has the right to obtain securities equivalent in
kind and amount to the securities sold at no added cost, and
provided that transactions in options, futures contracts,
options on futures contracts, or other derivative instruments
are not deemed to constitute selling securities short.
(iii) The Fund may not enter into futures contracts or
related options or forward contracts, if more than 30% of the
Fund’s net assets would be represented by futures contracts
or more than 5% of the Fund’s net assets would be committed
to initial margin deposits and premiums on futures contracts and
related options.
| (f) | Elimination of the Fundamental Policy Prohibiting Investment in Other Investment Companies: |
The Affected California Funds do not have specific restrictions
as to investments in other investment companies. However, each
such Affected California Fund has an investment policy that only
permits investment in municipal obligations and temporary
investments and thereby prohibits investment in other investment
companies. The Existing Fundamental Policy for each Affected
California Fund that is proposed to be eliminated is as follows:
The Fund may not invest in securities other than California
Municipal Obligations and temporary investments, as described
under “Investment Objective and Policies —
Portfolio Investments.”*
In addition, with respect to each Affected California
Fund’s ability to invest in other investment companies, the
Board has adopted a new non-fundamental policy to be implemented
upon the elimination of that Fund’s Existing Fundamental
Policy prohibiting
* References are to a Fund’s registration statement.
40
investments in other investment companies. The proposed new
non-fundamental policy relating to investments in other
investment companies is as follows:
The Fund may invest up to 10% of its Managed Assets in
securities of other open- or closed-end investment companies
(including exchange-traded funds (often referred to as
“ETFs”)) that invest primarily in municipal securities
of the types in which the Fund may invest directly.
Board
Recommendation
The Board believes that eliminating the Existing Fundamental
Policies and adopting the New Investment Policies gives the
Adviser flexibility to rapidly respond to continuing
developments in the municipal market and would enhance the
portfolio managers’ ability to meet each Affected
California Fund’s investment objective. In addition, the
Board believes that the proposed changes will create consistent
investment policies for all Nuveen municipal bond funds and will
help to promote operational efficiencies.
The Board recommends that shareholders of each Affected
California Fund vote to approve the elimination of each Existing
Fundamental Policy and vote to approve each New Fundamental
Policy.
Audit
Committee Report
The Audit Committee of each Board is responsible for the
oversight and monitoring of (1) the accounting and
reporting policies, processes and practices, and the audit of
the financial statements, of each Fund, (2) the quality and
integrity of the Funds’ financial statements and
(3) the independent registered public accounting
firm’s qualifications, performance and independence. In its
oversight capacity, the committee reviews each Fund’s
annual financial statements with both management and the
independent registered public accounting firm and the committee
meets periodically with the independent registered public
accounting firm and internal auditors to consider their
evaluation of each Fund’s financial and internal controls.
The committee also selects, retains, evaluates and may replace
each Fund’s independent registered public accounting firm.
The committee is currently composed of five Independent Board
Members and operates under a written charter adopted and
approved by each Board. Each committee member meets the
independence and experience requirements, as applicable, of the
New York Stock Exchange, NYSE Amex, Section 10A of the
1934 Act and the rules and regulations of the SEC.
The committee, in discharging its duties, has met with and held
discussions with management and each Fund’s independent
registered public accounting firm. The committee has also
reviewed and discussed the audited financial statements with
management. Management has represented to the independent
registered public accounting firm that each Fund’s
financial statements were prepared in accordance with generally
accepted accounting principles. The committee has also discussed
with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing
Standards (“SAS”) No. 114, (The Auditor’s
Communication With Those Charged With Governance), which
supersedes SAS No. 61 (Communication with Audit
Committees). Each Fund’s independent registered public
accounting firm provided to the committee the written disclosure
required by Public Company Accounting Oversight Board
Rule 3526 (Communications with Audit Committees Concerning
Independence), and the committee discussed with representatives
of the independent registered public accounting firm their
firm’s independence. As provided in the Audit Committee
Charter, it is
41
not the committee’s responsibility to determine, and the
considerations and discussions referenced above do not ensure,
that each Fund’s financial statements are complete and
accurate and presented in accordance with generally accepted
accounting principles.
Based on the committee’s review and discussions with
management and the independent registered public accounting
firm, the representations of management and the report of the
independent registered public accounting firm to the committee,
the committee has recommended that the audited financial
statements be included in each Fund’s Annual Report.
The current members of the committee are:
Robert P. Bremner
David J. Kundert
William J. Schneider
Carole E. Stone
Terence J. Toth
42
Audit and Related Fees. The following tables provide the
aggregate fees billed during each Fund’s last two fiscal
years by each Fund’s independent registered accounting firm
for engagements directly related to the operations and financial
reporting of each Fund, including those relating (i) to
each Fund for services provided to the Fund and (ii) to the
Adviser and certain entities controlling, controlled by, or
under common control with the Adviser that provide ongoing
services to each Fund (“Adviser Entities”).
| Audit Related Fees | Tax Fees | All Other Fees | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Audit Fees |
Adviser and Adviser |
Adviser and |
Adviser and |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund(1) | Fund(2) | Entities | Fund(3) | Adviser Entities | Fund(4) | Adviser Entities | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
|||||||||||||||||||||||||||||||||||||||||||
|
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
|||||||||||||||||||||||||||||||||||||||||||
|
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
|||||||||||||||||||||||||||||||||||||||||||
| 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | |||||||||||||||||||||||||||||||||||||||||||
|
Floating Rate Income
|
$ | 67,144 | $ | 51,100 | $ | 0 | $ | 32,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 10,000 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
|
Floating Rate Income Opportunity
|
48,211 | 51,100 | 0 | 32,000 | 0 | 0 | 0 | 0 | 0 | 0 | 10,000 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Senior Income
|
37,945 | 51,100 | 0 | 32,000 | 0 | 0 | 0 | 0 | 0 | 0 | 10,000 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Tax-Advantaged Floating Rate
|
24,100 | 24,100 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Arizona Dividend
Advantage(5)
|
8,343 | 18,200 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Arizona Dividend Advantage
2(5)
|
9,002 | 18,200 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Arizona Dividend Advantage
3(5)
|
9,300 | 18,200 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Arizona Premium
Income(5)
|
10,252 | 18,200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 1,700 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Dividend Advantage
|
22,589 | 18,200 | 0 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Dividend Advantage 2
|
17,483 | 18,200 | 0 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Dividend Advantage 3
|
22,997 | 18,200 | 20,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Investment Quality
|
16,765 | 18,200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 3,400 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Market Opportunity
|
12,717 | 18,200 | 0 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Value
|
15,264 | 18,200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Value 2
|
8,994 | 18,200 | 8,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Performance Plus
|
16,347 | 18,200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 3,400 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Premium Income
|
11,028 | 18,200 | 0 | 18,750 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Quality Income
|
23,135 | 18,200 | 0 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 2,550 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
California Select Quality
|
23,460 | 18,200 | 0 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 2,550 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Maryland Dividend Advantage
|
10,123 | 18,200 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Maryland Dividend Advantage 2
|
10,163 | 18,200 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Maryland Dividend Advantage 3
|
11,036 | 18,200 | 15,000 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Maryland Premium Income
|
14,818 | 18,200 | 15,000 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Massachusetts Dividend Advantage
|
8,691 | 18,200 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Massachusetts Premium Income
|
10,697 | 18,200 | 15,000 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Michigan Dividend Advantage
|
8,720 | 18,200 | 0 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
43
| Audit Related Fees | Tax Fees | All Other Fees | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Audit Fees |
Adviser and Adviser |
Adviser and |
Adviser and |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund(1) | Fund(2) | Entities | Fund(3) | Adviser Entities | Fund(4) | Adviser Entities | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
Fiscal |
|||||||||||||||||||||||||||||||||||||||||||
|
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
Year |
|||||||||||||||||||||||||||||||||||||||||||
|
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
Ended |
|||||||||||||||||||||||||||||||||||||||||||
| 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | |||||||||||||||||||||||||||||||||||||||||||
|
Michigan Premium Income
|
$ | 12,700 | $ | 18,200 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 3,400 | $ | 3,400 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
|
Michigan Quality Income
|
15,852 | 18,200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 3,400 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Missouri Premium Income
|
8,837 | 18,200 | 0 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
New Jersey Dividend Advantage
|
11,876 | 18,200 | 0 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
New Jersey Dividend Advantage 2
|
10,465 | 18,200 | 0 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
New Jersey Investment Quality
|
21,785 | 18,200 | 0 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 1,700 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
New Jersey Value
|
8,085 | 18,200 | 8,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
New Jersey Premium Income
|
16,154 | 18,200 | 0 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 1,700 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Ohio Dividend Advantage
|
10,376 | 18,200 | 0 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Ohio Dividend Advantage 2
|
9,523 | 18,200 | 0 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Ohio Dividend Advantage 3
|
8,892 | 18,200 | 0 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Ohio Quality Income
|
14,927 | 18,200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,400 | 3,400 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Pennsylvania Value
|
7,897 | 18,200 | 8,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Pennsylvania Dividend Advantage
|
9,635 | 18,200 | 0 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Pennsylvania Dividend Advantage 2
|
9,866 | 18,200 | 0 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Pennsylvania Investment Quality
|
18,859 | 18,200 | 0 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Pennsylvania Premium Income 2
|
17,824 | 18,200 | 0 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Texas Quality
Income(5)
|
14,097 | 18,200 | 6,250 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Virginia Dividend Advantage
|
9,506 | 18,200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Virginia Dividend Advantage 2
|
11,477 | 18,200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
|
Virginia Premium Income
|
13,551 | 18,200 | 4,000 | 12,500 | 0 | 0 | 0 | 0 | 0 | 0 | 850 | 850 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| (1) | “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements. |
| (2) | “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of audit or review of financial statements and are not reported under “Audit Fees.” |
| (3) | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance and tax planning. |
| (4) | “All Other Fees” are the aggregate fees billed for products and services for agreed-upon procedures engagements for the leveraged Funds. |
| (5) | Fund changed fiscal year from July to February in 2011. |
44
Non-Audit Fees. The following tables provide the
aggregate non-audit fees billed by each Fund’s independent
registered accounting firm for services rendered to each Fund,
the Adviser and the Adviser Entities during each Fund’s
last two fiscal years.
|
Total Non-Audit Fees |
||||||||||||||||||||||||||||||||
|
Billed to Adviser and |
||||||||||||||||||||||||||||||||
|
Adviser Entities |
||||||||||||||||||||||||||||||||
|
(Engagements Related |
Total Non-Audit Fees |
|||||||||||||||||||||||||||||||
|
Directly to the Operations |
Billed to Adviser and |
|||||||||||||||||||||||||||||||
|
Total Non-Audit Fees |
and Financial Reporting |
Adviser Entities (All Other |
||||||||||||||||||||||||||||||
| Billed to Fund | of Fund) | Engagements) | Total | |||||||||||||||||||||||||||||
|
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
|||||||||||||||||||||||||
| Fund | Ended 2010 | Ended 2011 | Ended 2010 | Ended 2011 | Ended 2010 | Ended 2011 | Ended 2010 | Ended 2011 | ||||||||||||||||||||||||
|
Floating Rate Income
|
$ | 10,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 10,000 | $ | 0 | ||||||||||||||||
|
Floating Rate Income Opportunity
|
10,000 | 0 | 0 | 0 | 0 | 0 | 10,000 | 0 | ||||||||||||||||||||||||
|
Senior Income
|
10,000 | 0 | 0 | 0 | 0 | 0 | 10,000 | 0 | ||||||||||||||||||||||||
|
Tax-Advantaged Floating Rate
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
|
Arizona Dividend
Advantage(1)
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Arizona Dividend Advantage
2(1)
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Arizona Dividend Advantage
3(1)
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Arizona Premium
Income(1)
|
3,400 | 1,700 | 0 | 0 | 0 | 0 | 3,400 | 1,700 | ||||||||||||||||||||||||
|
California Dividend Advantage
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
California Dividend Advantage 2
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
California Dividend Advantage 3
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
California Investment Quality
|
3,400 | 3,400 | 0 | 0 | 0 | 0 | 3,400 | 3,400 | ||||||||||||||||||||||||
|
California Market Opportunity
|
3,400 | 850 | 0 | 0 | 0 | 0 | 3,400 | 850 | ||||||||||||||||||||||||
|
California Value
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
|
California Value 2
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
|
California Performance Plus
|
3,400 | 3,400 | 0 | 0 | 0 | 0 | 3,400 | 3,400 | ||||||||||||||||||||||||
|
California Premium Income
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
California Quality Income
|
3,400 | 2,550 | 0 | 0 | 0 | 0 | 3,400 | 2,550 | ||||||||||||||||||||||||
|
California Select Quality
|
3,400 | 2,550 | 0 | 0 | 0 | 0 | 3,400 | 2,550 | ||||||||||||||||||||||||
|
Maryland Dividend Advantage
|
850 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | ||||||||||||||||||||||||
|
Maryland Dividend Advantage 2
|
850 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | ||||||||||||||||||||||||
|
Maryland Dividend Advantage 3
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Maryland Premium Income
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
45
|
Total Non-Audit Fees |
||||||||||||||||||||||||||||||||
|
Billed to Adviser and |
||||||||||||||||||||||||||||||||
|
Adviser Entities |
||||||||||||||||||||||||||||||||
|
(Engagements Related |
Total Non-Audit Fees |
|||||||||||||||||||||||||||||||
|
Directly to the Operations |
Billed to Adviser and |
|||||||||||||||||||||||||||||||
|
Total Non-Audit Fees |
and Financial Reporting |
Adviser Entities (All Other |
||||||||||||||||||||||||||||||
| Billed to Fund | of Fund) | Engagements) | Total | |||||||||||||||||||||||||||||
|
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
Fiscal Year |
|||||||||||||||||||||||||
| Fund | Ended 2010 | Ended 2011 | Ended 2010 | Ended 2011 | Ended 2010 | Ended 2011 | Ended 2010 | Ended 2011 | ||||||||||||||||||||||||
|
Massachusetts Dividend Advantage
|
$ | 850 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 850 | $ | 0 | ||||||||||||||||
|
Massachusetts Premium Income
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Michigan Dividend Advantage
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Michigan Premium Income
|
3,400 | 3,400 | 0 | 0 | 0 | 0 | 3,400 | 3,400 | ||||||||||||||||||||||||
|
Michigan Quality Income
|
3,400 | 3,400 | 0 | 0 | 0 | 0 | 3,400 | 3,400 | ||||||||||||||||||||||||
|
Missouri Premium Income
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
New Jersey Dividend Advantage
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
New Jersey Dividend Advantage 2
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
New Jersey Investment Quality
|
3,400 | 1,700 | 0 | 0 | 0 | 0 | 3,400 | 1,700 | ||||||||||||||||||||||||
|
New Jersey Value
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
|
New Jersey Premium Income
|
3,400 | 1,700 | 0 | 0 | 0 | 0 | 3,400 | 1,700 | ||||||||||||||||||||||||
|
Ohio Dividend Advantage
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Ohio Dividend Advantage 2
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Ohio Dividend Advantage 3
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Ohio Quality Income
|
3,400 | 3,400 | 0 | 0 | 0 | 0 | 3,400 | 3,400 | ||||||||||||||||||||||||
|
Pennsylvania Value
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
|
Pennsylvania Dividend Advantage
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Pennsylvania Dividend Advantage 2
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Pennsylvania Investment Quality
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Pennsylvania Premium Income 2
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Texas Quality
Income(1)
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
|
Virginia Dividend Advantage
|
850 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | ||||||||||||||||||||||||
|
Virginia Dividend Advantage 2
|
850 | 0 | 0 | 0 | 0 | 0 | 850 | 0 | ||||||||||||||||||||||||
|
Virginia Premium Income
|
850 | 850 | 0 | 0 | 0 | 0 | 850 | 850 | ||||||||||||||||||||||||
| (1) | Fund changed fiscal year from July to February starting in 2011. |
46
Audit Committee Pre-Approval Policies and
Procedures. Generally, the audit committee must
approve each Fund’s independent registered public
accounting firm’s engagements (i) with the Fund for
audit or non-audit services and (ii) with the Adviser and
Adviser Entities for non-audit services if the engagement
relates directly to the operations and financial reporting of
the Fund. Regarding tax and research projects conducted by the
independent registered public accounting firm for each Fund and
the Adviser and Adviser Entities (with respect to the operations
and financial reporting of each Fund), such engagements will be
(i) pre-approved by the audit committee if they are
expected to be for amounts greater than 10,000;
(ii) reported to the audit committee chairman for his
verbal approval prior to engagement if they are expected to be
for amounts under 10,000 but greater than 5,000; and
(iii) reported to the audit committee at the next audit
committee meeting if they are expected to be for an amount under
5,000.
The audit committee has approved in advance all audit services
and non-audit services that the independent registered public
accounting firm provided to each Fund and to the Adviser and
Adviser Entities (with respect to the operations and financial
reporting of each Fund). None of the
services rendered by the independent registered public
accounting firm to each Fund or the Adviser or Adviser Entities
were pre-approved by the audit committee pursuant to the
pre-approval exception under
Rule 2-01(c)(7)(i)(c)
or
Rule 2-01(c)(7)(ii)
of
Regulation S-X.
Additional
Information
Appointment
of the Independent Registered Public
Accounting Firm
Each Board has appointed Ernst & Young LLP as
independent registered public accounting firm to audit the books
and records of each Fund for its current fiscal year. A
representative of Ernst & Young LLP will be present at
the Annual Meetings to make a statement, if such representative
so desires, and to respond to shareholders’ questions.
Ernst & Young LLP has informed each Fund that it has
no direct or indirect material financial interest in the Funds,
Nuveen, the Adviser or any other investment company sponsored by
Nuveen.
Section 16(a)
Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the
1934 Act require Board Members and officers, the Adviser,
affiliated persons of the Adviser and persons who own more than
10% of a registered class of a Fund’s equity securities to
file forms reporting their affiliation with that Fund and
reports of ownership and changes in ownership of that
Fund’s shares with the SEC and the New York Stock Exchange
or NYSE Amex, as applicable. These persons and entities are
required by SEC regulation to furnish the Funds with copies of
all Section 16(a) forms they file. Based on a review of
these forms furnished to each Fund, each Fund believes that its
Board Members and officers, Adviser and affiliated persons of
the Adviser have complied with all applicable Section 16(a)
filing requirements during its last fiscal year. To the
knowledge of management of the Funds, no shareholder of a Fund
owns more than 10% of a registered class of a Fund’s equity
securities, except as provided in Appendix B.
Information
About the Adviser
The Adviser, located at 333 West Wacker Drive, Chicago,
Illinois 60606, serves as investment adviser and manager for
each Fund. The Adviser is a wholly-owned subsidiary of Nuveen.
Nuveen is a wholly-owned subsidiary of Windy City, a corporation
formed by investors led by
47
Madison Dearborn Partners, LLC (“MDP”), a private
equity investment firm based in Chicago, Illinois. Windy City is
controlled by MDP on behalf of the Madison Dearborn Capital
Partner V funds.
Shareholder
Proposals
To be considered for presentation at the annual meeting of
shareholders of the Funds to be held in 2012, a shareholder
proposal submitted pursuant to
Rule 14a-8
of the 1934 Act must be received at the offices of that
Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than June 7, 2012. A shareholder wishing to provide
notice in the manner prescribed by
Rule 14a-4(c)(1)
of a proposal submitted outside of the process of
Rule 14a-8
must, pursuant to each Fund’s By-Laws, submit such written
notice to the Fund not later than August 22, 2012 or prior
to August 5, 2012. Timely submission of a proposal does not
mean that such proposal will be included in a proxy statement.
Shareholder
Communications
Fund shareholders who want to communicate with the Board or any
individual Board Member should write to the attention of Lorna
Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606. The letter should indicate that you are a Fund
shareholder and note the fund or funds that you own. If the
communication is intended for a specific Board Member and so
indicates it will be sent only to that Board Member. If a
communication does not indicate a specific Board Member it will
be sent to the Independent Chairman and the outside counsel to
the Independent Board Members for further distribution as deemed
appropriate by such persons.
Expenses
of Proxy Solicitation
With respect to routine items, such as the election of Board
Members, the cost of preparing, printing and mailing the
enclosed proxy, accompanying notice and proxy statement and all
other costs in connection with the solicitation of proxies will
be paid by the Funds pro rata based on the number of shareholder
accounts. For non-routine items, such as updating investment
policies, the costs in connection with the solicitation of
proxies will be paid by the Funds subject to such non-routine
items based on the number of shareholder accounts. Additional
solicitation may be made by letter or telephone by officers or
employees of Nuveen or the Adviser, or by dealers and their
representatives. Any additional costs of solicitation will be
paid by the Fund that requires additional solicitation.
Fiscal
Year
The fiscal year end is: February 28 for Arizona Dividend
Advantage, Arizona Dividend Advantage 2, Arizona Dividend
Advantage 3, Arizona Premium Income, California Dividend
Advantage, California Dividend Advantage 2, California Dividend
Advantage 3, California Investment Quality, California Market
Opportunity, California Value, California Value 2, California
Performance Plus, California Premium Income, California Quality
Income, California Select Quality, Michigan Dividend Advantage,
Michigan Premium Income, Michigan Quality Income, Ohio Dividend
Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3,
Ohio Quality Income and Texas Quality Income; April 30 for New
Jersey Dividend Advantage, New Jersey Dividend Advantage 2, New
Jersey Investment Quality, New Jersey Value, New Jersey Premium
Income, Pennsylvania Value, Pennsylvania Dividend Advantage,
Pennsylvania Dividend Advantage 2, Pennsylvania Investment
Quality and Pennsylvania Premium Income 2;
48
May 31 for Maryland Dividend Advantage, Maryland Dividend
Advantage 2, Maryland Dividend Advantage 3, Massachusetts
Dividend Advantage, Massachusetts Premium Income, Missouri
Premium Income, Virginia Dividend Advantage, Virginia Dividend
Advantage 2 and Virginia Premium Income; June 30 for
Tax-Advantaged Floating Rate; and July 31 for Floating Rate
Income, Floating Rate Income Opportunity and Senior Income.
Annual
Report Delivery
Annual reports will be sent to shareholders of record of each
Fund following each Fund’s fiscal year end. Each Fund will
furnish, without charge, a copy of its annual report
and/or
semi-annual report as available upon request. Such written or
oral requests should be directed to such Fund at 333 West
Wacker Drive, Chicago, Illinois 60606 or by calling
1-800-257-8787.
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting To Be Held on
November 15, 2011:
Each Fund’s Proxy Statement is available at
www.nuveen.com/proxyinfo/CEF/Default.aspx. For more information,
shareholders may also contact the applicable Fund at the address
and phone number set forth above.
Please note that only one annual report, semi-annual report or
proxy statement may be delivered to two or more shareholders of
a Fund who share an address, unless the Fund has received
instructions to the contrary. To request a separate copy of an
annual report, semi-annual report or proxy statement, or for
instructions as to how to request a separate copy of such
documents or as to how to request a single copy if multiple
copies of such documents are received, shareholders should
contact the applicable Fund at the address and phone number set
forth above.
General
Management does not intend to present and does not have reason
to believe that any other items of business will be presented at
the Annual Meetings. However, if other matters are properly
presented to the Annual Meetings for a vote, the proxies will be
voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the
Fund.
A list of shareholders entitled to be present and to vote at
each Annual Meeting will be available at the offices of the
Funds, 333 West Wacker Drive, Chicago, Illinois, for
inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Annual Meeting.
A majority of the shares entitled to vote at each Annual
Meeting, represented in person or by proxy, shall constitute a
quorum, except that for the election of the two Board member
nominees to be elected by holders of Preferred Shares for each
applicable Fund,
331/3%
of the shares present and entitled to vote, represented in
person or by proxy, will constitute a quorum. In the absence of
a quorum, business may proceed on any other matter or matters
which may properly come before the Annual Meeting if there shall
be present, in person or by proxy, a quorum of shareholders in
respect of such other matters. Failure of a quorum of any Fund
to be present at the Annual Meeting will necessitate adjournment
and will subject the applicable Fund to additional expense.
Abstentions and broker non-votes will be treated as shares that
are present for purposes of determining the presence of a quorum
for transacting business at
49
the Annual Meeting. If a quorum is present and a Fund has not
received enough votes by the time of the Annual Meeting to
approve a proposal, the shareholders of the Fund present in
person or by proxy and entitled to vote at the Annual Meeting
may propose that such Annual Meeting be adjourned one or more
times with respect to such Fund to permit further solicitation
of proxies. The persons named in the enclosed proxy may also
move for an adjournment of the meeting to permit further
solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is
reasonable and in the best interests of the shareholders whether
or not a quorum is present. Under each Fund’s By-Laws, an
adjournment of a meeting requires the affirmative vote of a
majority of the shares present in person or represented by proxy
at such meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO
FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
Kevin J. McCarthy
Vice President and Secretary
The Nuveen Funds
October 17, 2011
50
APPENDIX A
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
May 31, 2011. The information as to beneficial ownership is
based on statements furnished by each Board Member and officer.
|
Floating |
Tax- |
|||||||||||||||||||||||
|
Floating |
Rate |
Advantaged |
Arizona |
Arizona |
||||||||||||||||||||
|
Board Member |
Rate |
Income |
Senior |
Floating |
Dividend |
Dividend |
||||||||||||||||||
| Nominees | Income | Opportunity | Income | Rate | Advantage | Advantage 2 | ||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||
|
Robert P. Bremner
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Jack B. Evans
|
$10,001-$50,000 | $0 | $50,001-$100,000 | $0 | $0 | $0 | ||||||||||||||||||
|
William C. Hunter
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
David J. Kundert
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
William J. Schneider
|
Over $100,000 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Judith M. Stockdale
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Carole E. Stone
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Virginia L. Stringer
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Terence J. Toth
|
$0 | $50,001-$100,000 | Over $100,000 | $0 | $0 | $0 | ||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||
|
John P. Amboian
|
$0 | $0 | $0 | $10,001-$50,000 | $0 | $0 | ||||||||||||||||||
|
Arizona |
Arizona |
California |
California |
California |
California |
|||||||||||||||||||
|
Board Member |
Dividend |
Premium |
Premium |
Dividend |
Dividend |
Investment |
||||||||||||||||||
| Nominees | Advantage 3 | Income | Advantage | Advantage 2 | Advantage 3 | Quality | ||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||
|
Robert P. Bremner
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Jack B. Evans
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
William C. Hunter
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
David J. Kundert
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
William J. Schneider
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Judith M. Stockdale
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Carole E. Stone
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Virginia L. Stringer
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Terence J. Toth
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||
|
John P. Amboian
|
$0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
A-1
| Dollar Range of Equity Securities | ||||||||||||||||||||||||||||
|
California |
California |
California |
California |
California |
||||||||||||||||||||||||
|
Board Member |
Market |
California |
California |
Performance |
Premium |
Quality |
Select |
|||||||||||||||||||||
| Nominees | Opportunity | Value | Value 2 | Plus | Income | Income | Quality | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Jack B. Evans
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William C. Hunter
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
David J. Kundert
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William J. Schneider
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Carole E. Stone
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Terence J. Toth
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Maryland |
Maryland |
Maryland |
Maryland |
Massachusetts |
Massachusetts |
Michigan |
||||||||||||||||||||||
|
Board Member |
Dividend |
Dividend |
Dividend |
Premium |
Dividend |
Premium |
Dividend |
|||||||||||||||||||||
| Nominees | Advantage | Advantage 2 | Advantage 3 | Income | Advantage | Income | Advantage | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Jack B. Evans
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William C. Hunter
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
David J. Kundert
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William J. Schneider
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Carole E. Stone
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Terence J. Toth
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
A-2
| Dollar Range of Equity Securities | ||||||||||||||||||||||||||||
|
Michigan |
Michigan |
Missouri |
New Jersey |
New Jersey |
New Jersey |
|||||||||||||||||||||||
|
Board Member |
Premium |
Quality |
Premium |
Dividend |
Dividend |
Investment |
New Jersey |
|||||||||||||||||||||
| Nominees | Income | Income | Income | Advantage | Advantage 2 | Quality | Value | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Jack B. Evans
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William C. Hunter
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
David J. Kundert
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William J. Schneider
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Carole E. Stone
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Terence J. Toth
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
New |
||||||||||||||||||||||||||||
|
Jersey |
Ohio |
Ohio |
Ohio |
Ohio |
Pennsylvania |
|||||||||||||||||||||||
|
Board Member |
Premium |
Dividend |
Dividend |
Dividend |
Quality |
Pennsylvania |
Dividend |
|||||||||||||||||||||
| Nominees | Income | Advantage | Advantage 2 | Advantage 3 | Income | Value | Advantage | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Jack B. Evans
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William C. Hunter
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
David J. Kundert
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William J. Schneider
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Carole E. Stone
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Terence J. Toth
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
A-3
| Dollar Range of Equity Securities | ||||||||||||||||||||||||||||
|
Pennsylvania |
Pennsylvania |
Pennsylvania |
Texas |
Virginia |
Virginia |
Virginia |
||||||||||||||||||||||
|
Board Member |
Dividend |
Investment |
Premium |
Quality |
Dividend |
Dividend |
Premium |
|||||||||||||||||||||
| Nominees | Advantage 2 | Quality | Income 2 | Income | Advantage | Advantage 2 | Income | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Jack B. Evans
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William C. Hunter
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
David J. Kundert
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
William J. Schneider
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Carole E. Stone
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Terence J. Toth
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
$0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||
| Dollar Range of Equity Securities | ||||
|
Aggregate |
||||
|
Range of |
||||
|
Securities All |
||||
|
Registered |
||||
|
Investment |
||||
|
Companies |
||||
|
Overseen by |
||||
|
Board Member |
||||
|
Nominees in |
||||
|
Family of |
||||
|
Board Member |
Investment |
|||
| Nominees | Companies(1) | |||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||
|
Robert P. Bremner
|
Over $100,000 | |||
|
Jack B. Evans
|
Over $100,000 | |||
|
William C. Hunter
|
Over $100,000 | |||
|
David J. Kundert
|
Over $100,000 | |||
|
William J. Schneider
|
Over $100,000 | |||
|
Judith M. Stockdale
|
Over $100,000 | |||
|
Carole E. Stone
|
Over $100,000 | |||
|
Virginia L. Stringer
|
Over $100,000 | |||
|
Terence J. Toth
|
Over $100,000 | |||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||
|
John P. Amboian
|
Over $100,000 | |||
| (1) | The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by the Board Member. |
A-4
The following table sets forth, for each Board Member and Board
Member Nominee and for the Board Members and Board Member
Nominees and officers as a group, the amount of shares
beneficially owned in each Fund as of May 31, 2011. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
| Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||||||||||
|
Tax- |
||||||||||||||||||||||||||||
|
Floating |
Floating |
Advantaged |
Arizona |
Arizona |
Arizona |
|||||||||||||||||||||||
|
Board Member |
Rate |
Rate Income |
Senior |
Floating |
Dividend |
Dividend |
Dividend |
|||||||||||||||||||||
| Nominees | Income | Opportunity | Income | Rate | Advantage | Advantage 2 | Advantage 3 | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Jack B. Evans
|
1,600 | 0 | 10,000 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William C. Hunter
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
David J. Kundert
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William J. Schneider
|
25,300 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Carole E. Stone
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Terence J. Toth
|
0 | 7,259 | 12,865 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
0 | 0 | 0 | 17,950 | 0 | 0 | 0 | |||||||||||||||||||||
|
All Board Members and Officers as a Group
|
26,900 | 7,259 | 22,865 | 17,950 | 0 | 0 | 0 | |||||||||||||||||||||
| Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||||||||||
|
Arizona |
California |
California |
California |
California |
California |
|||||||||||||||||||||||
|
Board Member |
Premium |
Dividend |
Dividend |
Dividend |
Investment |
Market |
California |
|||||||||||||||||||||
| Nominees | Income | Advantage | Advantage 2 | Advantage 3 | Quality | Opportunity | Value | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Jack B. Evans
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William C. Hunter
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
David J. Kundert
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William J. Schneider
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Carole E. Stone
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Terence J. Toth
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
All Board Members and Officers as a Group
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| (1) | The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan. |
A-5
| Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||||||||||||||
|
California |
California |
California |
California |
Maryland |
Maryland |
|||||||||||||||||||||||||||
|
Board Member |
California |
Performance |
Premium |
Quality |
Select |
Dividend |
Dividend |
|||||||||||||||||||||||||
| Nominees | Value 2 | Plus | Income | Income | Quality | Advantage | Advantage 2 | |||||||||||||||||||||||||
|
Robert P. Bremner
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
Jack B. Evans
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
William C. Hunter
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
David J. Kundert
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
William J. Schneider
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
Judith M. Stockdale
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
Carole E. Stone
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
Virginia L. Stringer
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
Terence J. Toth
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||||||
|
John P. Amboian
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
All Board Members and Officers as a Group
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
Maryland |
Maryland |
Massachusetts |
Massachusetts |
Michigan |
Michigan |
Michigan |
||||||||||||||||||||||
|
Board Member |
Dividend |
Premium |
Dividend |
Premium |
Dividend |
Premium |
Quality |
|||||||||||||||||||||
| Nominees | Advantage 3 | Income | Advantage | Income | Advantage | Income | Income | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Jack B. Evans
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William C. Hunter
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
David J. Kundert
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William J. Schneider
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Carole E. Stone
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Terence J. Toth
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
All Board Members and Officers as a Group
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| (1) | The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan. |
A-6
| Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||||||||||
|
Missouri |
New Jersey |
New Jersey |
New Jersey |
New Jersey |
Ohio |
|||||||||||||||||||||||
|
Board Member |
Premium |
Dividend |
Dividend |
Investment |
New Jersey |
Premium |
Dividend |
|||||||||||||||||||||
| Nominees | Income | Advantage | Advantage 2 | Quality | Value | Income | Advantage | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Jack B. Evans
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William C. Hunter
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
David J. Kundert
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William J. Schneider
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Carole E. Stone
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Terence J. Toth
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
All Board Members and Officers as a Group
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| (1) | The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan. |
|
Ohio |
Ohio |
Ohio |
Pennsylvania |
Pennsylvania |
Pennsylvania |
|||||||||||||||||||||||
|
Board Member |
Dividend |
Dividend |
Quality |
Pennsylvania |
Dividend |
Dividend |
Investment |
|||||||||||||||||||||
| Nominees | Advantage 2 | Advantage 3 | Income | Value | Advantage | Advantage 2 | Quality | |||||||||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||||||||||
|
Robert P. Bremner
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Jack B. Evans
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William C. Hunter
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
David J. Kundert
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
William J. Schneider
|
0 | 0 | 57 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Judith M. Stockdale
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Carole E. Stone
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Virginia L. Stringer
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Terence J. Toth
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||||||||||
|
John P. Amboian
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
|
All Board Members and Officers as a Group
|
0 | 0 | 57 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| (1) | The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan. |
A-7
| Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||
|
Pennsylvania |
Texas |
Virginia |
Virginia |
Virginia |
||||||||||||||||
|
Board Member |
Premium |
Quality |
Dividend |
Dividend |
Premium |
|||||||||||||||
| Nominees | Income 2 | Income | Advantage | Advantage 2 | Income | |||||||||||||||
|
Board Members/Nominees who are not interested persons of the
Funds
|
||||||||||||||||||||
|
Robert P. Bremner
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
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 | |||||||||||||||
|
Judith M. Stockdale
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Carole E. Stone
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Virginia L. Stringer
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Terence J. Toth
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Board Member/Nominee who is an interested person of the
Funds
|
||||||||||||||||||||
|
John P. Amboian
|
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. |
A-8
APPENDIX B
List of Beneficial Owners Who Own More Than 5% of Any Class
of Shares in Any Fund
The following chart lists each shareholder or group of
shareholders who beneficially own more than 5% of any class of
shares of any Fund*:
|
Amount of |
Percentage |
|||||||||
| Fund and Class | Shareholder Name and Address | Shares Owned | Owned | |||||||
|
Floating Rate Income (JFR)
— Common Shares |
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
10,307,575 | 21.80% | |||||||
|
First Trust Advisors
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
The Charger
Corporation(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
Floating Rate Income Opportunity (JRO)
— Common Shares |
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
6,392,308 | 21.40% | |||||||
|
First Trust Advisors
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
The Charger
Corporation(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
Senior Income (NSL)
— Common Shares |
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
5,918,390 | 19.8% | |||||||
|
First Trust Advisors
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
The Charger
Corporation(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
California Dividend Advantage 2 (NVX)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
858,400 | 20.03% | |||||||
|
(NVX) — Common Shares
|
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
1,522,477 | 10.30% | |||||||
|
First Trust Advisors
L.P.(a) 1001 Warrenville Road Lisle, IL 60532 |
||||||||||
|
The Charger
Corporation(a) 1001 Warrenville Road Lisle, IL 60532 |
||||||||||
B-1
|
Amount of |
Percentage |
|||||||||
| Fund and Class | Shareholder Name and Address | Shares Owned | Owned | |||||||
|
(NZH) — MuniFund Term Preferred Shares
|
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
1,172,000 | 26.58% | |||||||
|
(NZH) — Common Shares
|
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
2,033,040 | 8.40% | |||||||
|
First Trust Advisors
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
The Charger
Corporation(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
California Investment Quality (NQC)
— Common Shares |
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
870,793 | 6.40% | |||||||
|
First Trust Advisors
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
The Charger
Corporation(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
California Performance Plus (NCP)
— Common Shares |
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
842,490 | 6.50% | |||||||
|
First Trust Advisors
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
The Charger
Corporation(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
California Quality Income (NUC)
— Common Shares |
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
1,507,908 | 6.90% | |||||||
|
First Trust Advisors
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
The Charger
Corporation(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
California Select Quality (NVC)
— Common Shares |
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
1,682,505 | 7.30% | |||||||
|
First Trust Advisors
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
B-2
|
Amount of |
Percentage |
|||||||||
| Fund and Class | Shareholder Name and Address | Shares Owned | Owned | |||||||
|
The Charger
Corporation(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
(NFM) — MuniFund Term Preferred Shares
|
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
197,115 | 7.44% | |||||||
|
Maryland Dividend Advantage 2 (NZR)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
408,583 | 14.97% | |||||||
|
Maryland Dividend Advantage 3 (NWI)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
193,394 | 9.34% | |||||||
|
Maryland Premium Income (NMY)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
253,873 | 6.55% | |||||||
|
Massachusetts Dividend Advantage (NMB)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
152,600 | 10.36% | |||||||
|
Massachusetts Premium Income (NMT)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
194,600 | 9.63% | |||||||
|
Michigan Quality Income (NUM)
— Auction Rate Preferred Shares |
UBS AG Bahnhoftstrasse 45 PO Box CH-8021 Zurich, Switzerland |
471 | 13.48% | |||||||
|
New Jersey Dividend Advantage (NXJ)
— Common Shares |
First Trust Portfolios
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
539,701 | 8.20% | |||||||
|
First Trust Advisors
L.P.(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
The Charger
Corporation(a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
||||||||||
|
Ohio Dividend Advantage (NXI)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
140,000 | 12.01% | |||||||
B-3
|
Amount of |
Percentage |
|||||||||
| Fund and Class | Shareholder Name and Address | Shares Owned | Owned | |||||||
|
Ohio Dividend Advantage 3 (NVJ)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
250,000 | 13.54% | |||||||
|
(NTX) — MuniFund Term Preferred Shares
|
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
787,578 | 11.11% | |||||||
|
Virginia Dividend Advantage (NGB)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
444,600 | 19.50% | |||||||
|
Virginia Dividend Advantage 2 (NNB)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
506,800 | 13.41% | |||||||
|
Virginia Premium Income (NPV)
— MuniFund Term Preferred Shares |
Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
296,650 | 10.16% | |||||||
| * | The information contained in this table is based on Schedule 13G filings made on or after December 1, 2010. | |
| (a) | First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their schedule 13G jointly and did not differentiate holdings as to each entity. |
B-4
APPENDIX C
NUMBER OF
BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND’S LAST FISCAL YEAR
HELD DURING EACH FUND’S LAST FISCAL YEAR
|
Compliance, Risk |
||||||||||||||||||||||||||||
|
Management |
Nominating |
|||||||||||||||||||||||||||
|
and Regulatory |
and |
|||||||||||||||||||||||||||
|
Regular |
Special |
Executive |
Dividend |
Oversight |
Audit |
Governance |
||||||||||||||||||||||
|
Board |
Board |
Committee |
Committee |
Committee |
Committee |
Committee |
||||||||||||||||||||||
| Fund | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting | |||||||||||||||||||||
|
Floating Rate Income
|
6 | 4 | 0 | 5 | 4 | 4 | 5 | |||||||||||||||||||||
|
Floating Rate Income Opportunity
|
6 | 4 | 0 | 5 | 4 | 4 | 5 | |||||||||||||||||||||
|
Senior Income
|
6 | 4 | 0 | 5 | 4 | 4 | 5 | |||||||||||||||||||||
|
Tax Advantaged Floating Rate
|
6 | 2 | 0 | 5 | 5 | 4 | 5 | |||||||||||||||||||||
|
Arizona Dividend Advantage
|
6 | 8 | 1 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Arizona Dividend Advantage 2
|
6 | 8 | 1 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Arizona Dividend Advantage 3
|
6 | 8 | 1 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Arizona Premium Income
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Dividend Advantage
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Dividend Advantage 2
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Dividend Advantage 3
|
6 | 8 | 1 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Investment Quality
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Market Opportunity
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Value
|
6 | 3 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Value 2
|
6 | 3 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Performance Plus
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Premium Income
|
6 | 8 | 1 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Quality Income
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
California Select Quality
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Maryland Dividend Advantage
|
6 | 7 | 0 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
|
Maryland Dividend Advantage 2
|
6 | 7 | 0 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
|
Maryland Dividend Advantage 3
|
6 | 7 | 1 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
|
Maryland Premium Income
|
6 | 7 | 1 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
|
Massachusetts Dividend Advantage
|
6 | 7 | 0 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
C-1
|
Compliance, Risk |
||||||||||||||||||||||||||||
|
Management |
Nominating |
|||||||||||||||||||||||||||
|
and Regulatory |
and |
|||||||||||||||||||||||||||
|
Regular |
Special |
Executive |
Dividend |
Oversight |
Audit |
Governance |
||||||||||||||||||||||
|
Board |
Board |
Committee |
Committee |
Committee |
Committee |
Committee |
||||||||||||||||||||||
| Fund | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting | Meeting | |||||||||||||||||||||
|
Massachusetts Premium Income
|
6 | 7 | 1 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
|
Michigan Dividend Advantage
|
6 | 8 | 1 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Michigan Premium Income
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Michigan Quality Income
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Missouri Premium Income
|
6 | 7 | 1 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
|
New Jersey Dividend Advantage
|
6 | 8 | 1 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
New Jersey Dividend Advantage 2
|
6 | 8 | 1 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
New Jersey Investment Quality
|
6 | 8 | 0 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
New Jersey Value
|
6 | 2 | 0 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
New Jersey Premium Income
|
6 | 8 | 0 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
Ohio Dividend Advantage
|
6 | 8 | 2 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Ohio Dividend Advantage 2
|
6 | 8 | 1 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Ohio Dividend Advantage 3
|
6 | 8 | 1 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Ohio Quality Income
|
6 | 8 | 0 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Pennsylvania Value
|
6 | 2 | 0 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
Pennsylvania Dividend Advantage
|
6 | 8 | 1 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
Pennsylvania Dividend Advantage 2
|
6 | 8 | 1 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
Pennsylvania Investment Quality
|
6 | 8 | 0 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
Pennsylvania Premium Income 2
|
6 | 8 | 0 | 4 | 5 | 4 | 5 | |||||||||||||||||||||
|
Texas Quality Income
|
6 | 8 | 1 | 5 | 5 | 4 | 4 | |||||||||||||||||||||
|
Virginia Dividend Advantage
|
6 | 7 | 0 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
|
Virginia Dividend Advantage 2
|
6 | 7 | 0 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
|
Virginia Premium Income
|
6 | 7 | 1 | 4 | 5 | 4 | 6 | |||||||||||||||||||||
C-2
APPENDIX D
NUVEEN
FUND BOARD
AUDIT COMMITTEE CHARTER
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
D-1
or issuing an audit report or performing other audit, review or
attest services for a Fund, 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 PCAOB AU 380, Communications 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. | |
| 4. | Discussing with management and the independent auditors (a) significant financial reporting issues and judgments made in connection with the preparation and |
D-2
| 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’ evaluation of the Funds’ financial and internal controls, any comments or recommendations of the independent auditors, any audit problems or difficulties and |
D-3
| 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 PCAOB Ethics and Independence Rule 3526, 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. |
D-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:
| 9. | 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. | |
| 10. | 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:
| 11. | 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. | |
| 12. | Performing all duties assigned to it under the Funds’ Pricing Procedures, as such may be amended from time to time. | |
| 13. | Periodically reviewing and making recommendations regarding modifications to the Pricing Procedures as well as consider recommendations by the Valuation Group regarding the Pricing Procedures. | |
| 14. | 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. | |
| 15. | Evaluating, as it deems necessary or appropriate, the performance of any pricing agent and recommend changes thereto to the full Board. | |
| 16. | 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. |
D-5
| 17. | 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. | |
| 18. | Performing any special review, investigations or oversight responsibilities relating to Valuation as requested by the Board of Directors/Trustees. | |
| 19. | 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:
| 20. | 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. | |
| 21. | Receiving and reviewing periodic or special reports issued on exposure/controls, irregularities and control failures related to the Funds. | |
| 22. | 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. | |
| 23. | Reviewing the reports of examinations by regulatory authorities as they relate to financial statement matters. | |
| 24. | 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. | |
| 25. | Obtaining reports from management with respect to the Funds’ policies and procedures regarding compliance with applicable laws and regulations. | |
| 26. | 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. | |
| 27. | Performing any special reviews, investigations or oversight responsibilities requested by the Board. | |
| 28. | Reviewing and reassessing annually the adequacy of this charter and recommending to the Board approval of any proposed changes deemed necessary or advisable by the Audit Committee. |
D-6
| 29. | Undertaking an annual review of the performance of the Audit Committee. | |
| 30. | Establishing procedures for the receipt, retention and treatment of complaints received by the Funds regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of Fund management, the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the Funds, as well as employees of the Funds. |
Although the Audit Committee shall have the authority and
responsibilities set forth in this Charter, it is not the
responsibility of the Audit Committee to plan or conduct audits
or to determine that the Funds’ financial statements are
complete and accurate and are in accordance with generally
accepted accounting principles. That is the responsibility of
management and the independent auditors. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.
D-7
![[NUVEEN INVESTMENTS LOGO]](n66256gc6625601.gif)
Nuveen
Investments
333 West
Wacker Drive
Chicago,
IL 60606-1286
(800) 257-8787
| www.nuveen.com | JFR1111 |
|
NUVEEN FUNDS THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 15, 2011 |
PROXY |
COMMON SHARES
The Annual Meeting of shareholders will be held Tuesday, November 15, 2011 at 10:30 a.m. Central
time, in the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606. At
this meeting, you will be asked to vote on the proposals described in the proxy statement attached.
The undersigned hereby appoints Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with
full power of substitution, proxies for the undersigned, to represent and vote the shares of the
undersigned at the Annual Meeting of shareholders to be held on November 15, 2011, 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 1-800-254-4997 OR OVER THE INTERNET (www.proxy-direct.com).
VOTE
VIA THE INTERNET: www.proxy-direct.com |
||||
VOTE
BY TELEPHONE: 1-800-254-4997 |
||||
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. |
||||
| Signature | ||||
| Signature | ||||
| ___2011 | ||||
| Date | NUV_22904_Com_100611 | |||
FUNDS
|
FUNDS | FUNDS | ||
Nuveen Floating Rate Income Fund
|
Nuveen Floating Rate Income Opportunity Fund | Nuveen Senior Income Fund | ||
Nuveen Tax-Advantaged Floating Rate Fund
|
Nuveen AZ Dividend Advantage Municipal Fund | Nuveen AZ Dividend Advantage Municipal Fund 2 | ||
Nuveen AZ Dividend Advantage Municipal Fund 3
|
Nuveen AZ Premium Income Municipal Fund, Inc. | Nuveen CA Dividend Advantage Municipal Fund | ||
Nuveen CA Dividend Advantage Municipal Fund 2
|
Nuveen CA Dividend Advantage Municipal Fund 3 | Nuveen CA Investment Quality Municipal Fund, Inc. | ||
Nuveen CA Municipal Market Opportunity Fund, Inc.
|
Nuveen CA Municipal Value Fund, Inc. | Nuveen CA Municipal Value Fund 2 | ||
Nuveen CA Performance Plus Municipal Fund, Inc.
|
Nuveen CA Premium Income Municipal Fund | Nuveen CA Quality Income Municipal Fund, Inc. |
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS.
o ß To vote in accordance with the Board recommendations mark this box. Do not mark
any other boxes on this card.
To vote each proposal separately, completely fill in the boxes below in blue or black ink. Example: n
(proxies marked in the box above and any box below will not be voted and will be returned to the shareholder)
(proxies marked in the box above and any box below will not be voted and will be returned to the shareholder)
| 1a. | Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. | |||||||
| 01. John P. Amboian | 02. Robert P. Bremner | 03. Jack B. Evans | 04. David J. Kundert | |||||
| 05. Judith M. Stockdale | 06. Carole E. Stone | 07. Virginia L. Stringer | 08. Terence J. Toth | |||||
| FOR | WITHHOLD | FOR ALL | FOR | WITHHOLD | FOR ALL | |||||||||
| ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | |||||||||
Nuveen AZ Premium Income Municipal Fund, Inc.
|
o | o | o | Nuveen CA Investment Quality Municipal Fund, Inc. | o | o | o | |||||||
Nuveen CA Municipal Market Opportunity Fund, Inc.
|
o | o | o | Nuveen CA Performance Plus Municipal Fund, Inc. | o | o | o | |||||||
Nuveen CA Quality Income Municipal Fund, Inc.
|
o | o | o |
| 1b. | Election of Board Members – Class II: To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. | |||||||
| 01. John P. Amboian | 02. David J. Kundert | 03. Terence J. Toth | ||||||
| FOR | WITHHOLD | FOR ALL | ||||||||||||
| ALL | ALL | EXCEPT | ||||||||||||
Nuveen CA Municipal Value Fund, Inc.
|
o | o | o |
| 1c. | Election of Board Members – Class II: To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. | |||||||
| 01. John P. Amboian | 02. David J. Kundert | 03. Terence J. Toth | ||||||
| FOR | WITHHOLD | FOR ALL | FOR | WITHHOLD | FOR ALL | |||||||||
| ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | |||||||||
Nuveen AZ Dividend Advantage Municipal Fund
|
o | o | o | Nuveen AZ Dividend Advantage Municipal Fund 2 | o | o | o | |||||||
Nuveen AZ Dividend Advantage Municipal Fund 3
|
o | o | o | Nuveen CA Dividend Advantage Municipal Fund | o | o | o | |||||||
Nuveen CA Dividend Advantage Municipal Fund 2
|
o | o | o | Nuveen CA Dividend Advantage Municipal Fund 3 | o | o | o | |||||||
Nuveen CA Premium Income Municipal Fund
|
o | o | o |
| 1d. | Election of Board Members – Class II: To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. | |||||||
| 01. John P. Amboian | 02. David J. Kundert | 03. Terence J. Toth | ||||||
| FOR | WITHHOLD | FOR ALL | FOR | WITHHOLD | FOR ALL | |||||||||
| ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | |||||||||
Nuveen Floating Rate Income Fund
|
o | o | o | Nuveen Floating Rate Income Opportunity Fund | o | o | o | |||||||
Nuveen Senior Income Fund
|
o | o | o | Nuveen Tax-Advantaged Floating Rate Fund | o | o | o | |||||||
Nuveen CA Municipal Value Fund 2
|
o | o | o |
| 2a. | To approve the elimination of the Fund’s fundamental investment policy relating to the Fund’s ability to make loans. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
Nuveen AZ Dividend Advantage Municipal Fund
|
o | o | o | Nuveen AZ Dividend Advantage Municipal Fund 2 | o | o | o | |||||||
Nuveen AZ Dividend Advantage Municipal Fund 3
|
o | o | o | Nuveen AZ Premium Income Municipal Fund, Inc. | o | o | o | |||||||
Nuveen CA Dividend Advantage Municipal Fund
|
o | o | o | Nuveen CA Dividend Advantage Municipal Fund 2 | o | o | o | |||||||
Nuveen CA Dividend Advantage Municipal Fund 3
|
o | o | o | Nuveen CA Investment Quality Municipal Fund, Inc. | o | o | o | |||||||
Nuveen CA Municipal Market Opportunity Fund, Inc.
|
o | o | o | Nuveen CA Municipal Value Fund, Inc. | o | o | o | |||||||
Nuveen CA Performance Plus Municipal Fund, Inc.
|
o | o | o | Nuveen CA Premium Income Municipal Fund | o | o | o | |||||||
Nuveen CA Quality Income Municipal Fund, Inc.
|
o | o | o |
| 2b. | To approve a new fundamental investment policy relating to the Fund’s ability to make loans. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
Nuveen AZ Dividend Advantage Municipal Fund
|
o | o | o | Nuveen AZ Dividend Advantage Municipal Fund 2 | o | o | o | |||||||
Nuveen AZ Dividend Advantage Municipal Fund 3
|
o | o | o | Nuveen AZ Premium Income Municipal Fund, Inc. | o | o | o | |||||||
Nuveen CA Dividend Advantage Municipal Fund
|
o | o | o | Nuveen CA Dividend Advantage Municipal Fund 2 | o | o | o | |||||||
Nuveen CA Dividend Advantage Municipal Fund 3
|
o | o | o | Nuveen CA Investment Quality Municipal Fund, Inc. | o | o | o | |||||||
Nuveen CA Municipal Market Opportunity Fund, Inc.
|
o | o | o | Nuveen CA Municipal Value Fund, Inc. | o | o | o | |||||||
Nuveen CA Performance Plus Municipal Fund, Inc.
|
o | o | o | Nuveen CA Premium Income Municipal Fund | o | o | o | |||||||
Nuveen CA Quality Income Municipal Fund, Inc.
|
o | o | o |
| 3a. | To approve the elimination of the Fund’s fundamental policy relating to investments in municipal securities and below investment grade securities. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
Nuveen CA Investment Quality Municipal Fund, Inc.
|
o | o | o | Nuveen CA Performance Plus Municipal Fund, Inc. | o | o | o |
| 3b. | To approve a new fundamental policy relating to investments in municipal securities. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
Nuveen CA Investment Quality Municipal Fund, Inc.
|
o | o | o | Nuveen CA Performance Plus Municipal Fund, Inc. | o | o | o |
| 3c. | To approve the elimination of the Fund’s fundamental policy relating to commodities. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
Nuveen CA Investment Quality Municipal Fund, Inc.
|
o | o | o | Nuveen CA Performance Plus Municipal Fund, Inc. | o | o | o |
| 3d. | To approve a new fundamental policy relating to commodities. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
Nuveen CA Investment Quality Municipal Fund, Inc.
|
o | o | o | Nuveen CA Performance Plus Municipal Fund, Inc. | o | o | o |
| 3e. | To approve the elimination of the Fund’s fundamental policies relating to derivatives and short sales. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
Nuveen CA Investment Quality Municipal Fund, Inc.
|
o | o | o | Nuveen CA Performance Plus Municipal Fund, Inc. | o | o | o |
| 3f. | To approve the elimination of the Fund’s fundamental policy prohibiting investment in other investment companies. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
Nuveen CA Investment Quality Municipal Fund, Inc.
|
o | o | o | Nuveen CA Performance Plus Municipal Fund, Inc. | o | o | o |
| 4. | To transact such other business as may properly come before the Annual Meeting. |
Important Notice Regarding the Availability of Proxy Materials for the Nuveen Annual
Meeting of Shareholders to Be Held on November 15, 2011.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/nuv22904
Meeting of Shareholders to Be Held on November 15, 2011.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/nuv22904
IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING.
NUV_22904_Com_100611
NUV_22904_Com_100611
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!
VOTE THIS PROXY CARD TODAY!
| Your Proxy Vote is important! | ||
| And now you can Vote your Proxy on the PHONE or the INTERNET. | ||
| It saves Money! Telephone and Internet voting saves postage costs. Savings which can help minimize fund expenses. | ||
| It saves Time! Telephone and Internet voting is instantaneous – 24 hours a day. | ||
| It’s Easy! Just follow these simple steps: | ||
| 1. Read your Joint Proxy Statement and have it at hand. | ||
| 2. Call toll-free 1-800-254-4997 or go to website: www.proxy-direct.com | ||
| 3. Follow the recorded or on-screen directions. | ||
| 4. Do not mail your Proxy Card when you vote by phone or Internet. |
Please detach at perforation before mailing.
|
|
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 15, 2011 |
PROXY |
PREFERRED SHARES
The Annual Meeting of shareholders will be held Tuesday, November 15, 2011 at 10:30 a.m. Central
time, in the offices Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606. At this
meeting, you will be asked to vote on the proposals described in the proxy statement attached. The
undersigned hereby appoints Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full
power of substitution, proxies for the undersigned, to represent and vote the shares of the
undersigned at the Annual Meeting of shareholders to be held on November 15, 2011, 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
1-800-254-4997 OR OVER THE INTERNET (www.proxy-direct.com).
VOTE
VIA THE INTERNET: www.proxy-direct.com |
||||
VOTE
VIA THE TELEPHONE: 1-800-254-4997 |
||||
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. |
||||
| Signature | ||||
| Signature | ||||
| ___2011 | ||||
| Date | NXE_22904_PreC_100611 | |||
PLEASE VOTE VIA THE INTERNET OR TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
ENCLOSED ENVELOPE.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!
VOTE THIS PROXY CARD TODAY!
Important Notice Regarding the Availability of Proxy Materials for the Nuveen Annual
Meeting of Shareholders to Be Held on November 15, 2011.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/nuv22904
Meeting of Shareholders to Be Held on November 15, 2011.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/nuv22904
Please detach at perforation before mailing.
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 other specification is made, such shares will be voted “FOR” each proposal.
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:
n
| FOR | WITHHOLD | FOR ALL | ||||||||
1c.
|
Election of Board Members: | ALL | ALL | EXCEPT | ||||||
| Class II: | Preferred Shares Only: | o | o | o | ||||||
| 01. John P. Amboian | 04. William C. Hunter | |||||||||
| 02. David J. Kundert | 05. William J. Schneider | |||||||||
| 03. Terence J. Toth | ||||||||||
| INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. | ||||||||||
| FOR | AGAINST | ABSTAIN | ||||||||
2a.
|
To approve the elimination of the Fund’s fundamental investment policy relating to the Fund’s ability to make loans. | o | o | o | ||||||
2b.
|
To approve a new fundamental investment policy relating to the Fund’s ability to make loans. | o | o | o | ||||||
4.
|
To transact such other business as may properly come before the Annual Meeting. | |||||||||
PLEASE SIGN AND DATE ON THE REVERSE SIDE
NXE_22904_PreC_100611
NXE_22904_PreC_100611