<PAGE>
As filed with the Securities and Exchange Commission on April 16, 1999
================================================================================
1933 Act File No. 333-69035
1940 Act File No. 811-09161
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
[_] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 1
[_] Post-Effective Amendment No. __________
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 1
Nuveen California Dividend Advantage Municipal Fund
(previously Nuveen California Municipal Advantage Fund)
Exact Name of Registrant as Specified in Declaration of Trust
333 West Wacker Drive, Chicago, Illinois 60606
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800) 257-8787
Registrant's Telephone Number, including Area Code
Gifford R. Zimmerman
Vice President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Janet D. Olsen Thomas S. Harman Thomas A. DeCapo
Bell, Boyd & Lloyd Morgan, Lewis & Bockius LLP Skadden, Arps, Slate,
70 W. Madison St. 1800 M Street, N.W. Meagher & Flom LLP
Chicago, IL 60602 Washington, D.C. 20036 One Beacon Street
Boston, MA 02108
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
_________________
If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [_]
It is proposed that this filing will become effective (check appropriate
box)
[X] when declared effective pursuant to section 8(c)
_________________
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum
Title of Securities Amount Proposed Maximum Aggregate Offering Amount of
Being Registered Being Registered Offering Price Per Unit Price(1) Registration Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $.01 par value 100,000 Shares $15.00 $1,500,000 $417
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously paid.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND
_______________
CROSS REFERENCE SHEET
Part A - Prospectus
<TABLE>
<CAPTION>
Items in Part A of Form N-2 Location in Prospectus
--------------------------- ----------------------
<S> <C> <C>
Item 1. Outside Front cover...................... Cover Page
Item 2. Cover Pages; Other Offering Information.. Cover Page
Item 3. Fee Table and Synopsis................... Prospectus Summary; Summary of Fund Expenses
Item 4. Financial Highlights..................... Not Applicable
Item 5. Plan of Distribution..................... Cover Page; Prospectus Summary; Underwriting
Item 6. Selling Shareholders..................... Not Applicable
Item 7. Use of Proceeds.......................... Use of Proceeds; The Fund's Investments
Item 8. General Description of the Registrant.... The Fund; The Fund's Investments; MuniPreferred(R) Shares
and Leverage; Description of Shares
Item 9. Management............................... Management of the Fund; Custodian and Transfer Agent
Item 10. Capital Stock, Long-Term Debt, and Other
Securities............................. Description of Shares; MuniPreferred Shares and Leverage;
Distributions; Dividend Reinvestment Plan; Certain
Provisions in the Declaration of Trust; Tax Matters
Item 11. Defaults and Arrears on Senior Securities Not Applicable
Item 12. Legal Proceedings........................ Other Matters
Item 13. Table of Contents of the Statement of
Additional Information................. Table of Contents of the Statement of
Additional Information
</TABLE>
<PAGE>
Part B - Statement of Additional Information
<TABLE>
<CAPTION>
Location in Statement of
Items in Part A of Form N-2 Additional Information
---------------------------------------- -------------------------------------------------------------
<S> <C> <C>
Item 14. Cover Page.............................. Cover Page
Item 15. Table of Contents....................... Cover Page
Item 16. General Information and History......... Not Applicable
Item 17. Investment Objective and Policies....... The Fund's Investments; Certain Trading Strategies of the
Fund; Portfolio Transactions
Item 18. Management.............................. Management of the Fund; Portfolio Transactions
Item 19. Control Persons and Principal Holders of
Securities............................ Management of the Fund; Statement of Net Assets
Item 20. Investment Advisory and Other Services.. Management of the Fund; Custodian and Transfer Agent; Experts
Item 21. Brokerage Allocation and Other Practices Portfolio Transactions
Item 22. Tax Status.............................. Tax Matters; Distributions
Item 23. Financial Statements.................... Report of Independent Auditors; Statement of Net Assets
</TABLE>
Part C - Other Information
Items 24-33 have been answered in Part C of this Registration Statement.
2
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+The information in this Prospectus is not complete and may be changed. No +
+person may sell these securities until the registration statement filed with +
+the Securities and Exchange Commission is effective. This Prospectus is not +
+an offer to sell these securities and is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION--DATED APRIL 16, 1999
[NUVEEN LOGO]
PROSPECTUS
Shares
Nuveen California Dividend Advantage Municipal Fund
Common Shares
------------
Investment Objectives. The Fund is a newly organized, closed-end, diversified
management investment company. The Fund's investment objectives are:
. to provide current income exempt from regular Federal and California
income tax; and
. to enhance portfolio value relative to the municipal bond market by
investing in tax-exempt municipal bonds that the Fund's investment adviser
believes are underrated or undervalued or that represent municipal market
sectors that are undervalued.
Portfolio Contents. The Fund will invest its net assets in a diversified
portfolio of municipal bonds that are exempt from regular Federal and
California income tax. Under normal market conditions, the Fund expects to be
fully invested in such tax-exempt municipal bonds. The Fund will invest at
least 80% of its net assets in investment grade municipal bonds. Investment
grade bonds are those rated by national rating agencies within the four highest
grades (Baa or BBB) or better, or bonds that are unrated but judged to be of
comparable quality by the Fund's investment adviser. The Fund may invest up to
20% of its net assets in municipal bonds that are rated Ba/BB or B or that are
unrated but judged to be of comparable quality by the Fund's investment
adviser. Bonds rated below investment grade are regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal, and are commonly referred to as "junk bonds." See
"The Fund's Investments." The Fund cannot assure you that it will achieve its
investment objectives. You may have to pay Federal alternative minimum tax on
some of the Fund's dividends. In addition, capital gains distributions will be
subject to capital gains taxes. See "Tax Matters."
No Prior History. Because the Fund is newly organized, its common shares have
no history of public trading. Shares of closed-end investment companies
frequently trade at a discount from their net asset value.
MuniPreferred(R) Shares. The Fund intends to offer preferred shares, called
"MuniPreferred Shares" in this Prospectus. The Fund expects that the
MuniPreferred Shares will represent about 35% of the Fund's capital. The
issuance of MuniPreferred Shares will "leverage" your common shares, meaning
that the issuance of the MuniPreferred Shares may cause you to receive a larger
return or loss on your common shares than you would have received without the
issuance of the MuniPreferred Shares. Leverage provides special risks, but also
affords an opportunity for greater return. See "MuniPreferred Shares and
Leverage" and "Description of Shares."
------------
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Price to Proceeds to
Public Sales Load (1) the Fund(2)
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................... $15.00 $ $
- ------------------------------------------------------------------------------
Total(3)................................ $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Fund and Nuveen Advisory have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933, as amended.
(2) Before deduction of expenses (including up to $ to be paid to the
Underwriters as partial reimbursement of certain of other expenses in
connection with the offering) payable by the Fund, estimated at $ per
share. Nuveen Advisory has agreed to pay all organizational expenses and
offering costs (other than sales load) that exceed $0.02 per share.
(3) The Fund has granted the Underwriters an option, exercisable for 45 days
from the date hereof, to purchase up to additional common
shares to cover over-allotments. If all such Common Shares are purchased,
the Total Price to Public, Total Sales Load and Total Proceeds to the Fund
will be $ , $ and $ , respectively. See
"Underwriting."
------------
The common shares are being offered by the Underwriters named herein, subject
to prior sale, when, as and if accepted by them and subject to certain
conditions. It is expected that delivery of the common shares will be made
available for delivery through the facilities of the Depositary Trust Company
on or about .
John Nuveen & Co.
Salomon Smith Barney Incorporated
The date of this Prospectus is , 1999.
<PAGE>
This Prospectus contains important information about the Fund. You should
read the Prospectus before deciding whether to invest and retain it for future
reference. A Statement of Additional Information, dated ,
containing additional information about the Fund, has been filed with the
Securities and Exchange Commission and is hereby incorporated by reference in
its entirety into this Prospectus. You can review the table of contents of the
Statement of Additional Information on page 28 of this Prospectus. You may
request a free copy of the Statement of Additional Information by calling
(800) 257-8787. You may also obtain the Statement of Additional Information on
the Securities and Exchange Commission web site (http://www.sec.gov).
The Fund's common shares do not represent a deposit or obligation of, and
are not guaranteed or endorsed by, any bank or other insured depository
institution, and are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other governmental agency.
No public market for the common shares currently exists. Shares of closed-
end investment companies frequently trade at a discount from their net asset
value. This risk may be greater for investors expecting to sell their shares
in a relatively short period after completion of the public offering. The Fund
has applied to list the common shares on the New York Stock Exchange. The
trading or "ticker" symbol of the common shares is expected to be "NAC."
2
<PAGE>
PROSPECTUS SUMMARY
This is only a summary. You should review the more detailed information
contained in the Prospectus and in the Statement of Additional Information.
The Fund...............
Nuveen California Dividend Advantage Municipal Fund
(the "Fund") is a newly organized, closed-end,
diversified management investment company. See "The
Fund."
The Offering...........
The Fund is offering common shares of
beneficial interest at $15.00 per share through a
group of underwriters (the "Underwriters") led by
Salomon Smith Barney Inc., John Nuveen & Co.
Incorporated, and and .
The common shares of beneficial interest will be
called "Common Shares" in the rest of this
Prospectus. You must purchase at least 100 Common
Shares. The Fund has given the Underwriters an option
to purchase up to additional Common Shares
to cover orders in excess of Common Shares.
See "Underwriting."
Investment Objectives..
The Fund's investment objectives are to provide
current income exempt from regular Federal and
California income tax and enhance portfolio value
relative to the municipal bond market by investing in
tax-exempt municipal bonds that the Fund's investment
adviser believes are underrated or undervalued or
that represent municipal markets that are
undervalued. The Fund will invest its net assets in a
diversified portfolio of municipal bonds that are
exempt from regular Federal and California income
tax. Under normal market conditions, the Fund expects
to be fully invested in such tax-exempt municipal
bonds. The Fund will invest at least 80% of its net
assets in investment grade quality municipal bonds
rated as such at the time of investment. Investment
grade quality bonds are bonds rated within the four
highest grades (Baa or BBB or better by Moody's
Investor Service, Inc. ("Moody's"), Standard & Poors
Corporation ("S&P") or Fitch IBCA, Inc. ("Fitch")),
or bonds that are unrated but judged to be of
comparable quality by the Fund's investment adviser.
The Fund may invest up to 20% of its net assets in
municipal bonds that are, at the time of investment,
rated Ba/BB or B by Moody's, S&P or Fitch or that are
unrated but judged to be of comparable quality by the
Fund's investment adviser. Bonds of below investment
grade quality are regarded as having predominantly
speculative characteristics with respect to capacity
to pay interest and repay principal, and are commonly
referred to as "junk bonds." The Fund cannot assure
you that it will attain its investment objectives.
See "The Fund's Investments."
Special
Considerations........
The Fund expects that a substantial portion of its
investments will pay interest that is taxable under
the Federal alternative minimum tax. If you are
subject to the Federal alternative minimum tax, the
Fund may not be a suitable investment for you. In
addition, capital gains distributions will be subject
to capital gains taxes. See "Tax Matters."
3
<PAGE>
Proposed Offering of
MuniPreferred(R)
Shares................
Approximately three to six months after completion of
this offering, the Fund intends to offer preferred
shares of beneficial interest ("MuniPreferred
Shares") representing approximately 35% of the Fund's
capital after their issuance. The issuance of
MuniPreferred Shares will leverage your shares. The
money the Fund obtains by selling the MuniPreferred
Shares will be invested in long-term municipal bonds.
Long-term municipal bond yields are typically,
although not always, higher than shorter-term yields.
The MuniPreferred Shares will pay dividends based on
shorter-term rates. So long as long-term bond yields,
net of applicable Fund expenses, exceed MuniPreferred
Share dividend rates, the investment of the proceeds
of the MuniPreferred Shares will generate more income
than will be needed to pay dividends on the
MuniPreferred Shares. If so, the excess will be used
to pay higher dividends to holders of Common Shares
("Common Shareholders"). However, the Fund cannot
assure you that the issuance of MuniPreferred Shares
will result in a higher yield on your Common Shares.
There are risks associated with the leveraging of
your Common Shares. Once MuniPreferred Shares are
issued, the net asset value and market price of the
Common Shares and the yield to Common Shareholders
will be more volatile. See "MuniPreferred Shares and
Leverage" and "Description of Shares-MuniPreferred
Shares."
Investment Adviser.....
Nuveen Advisory Corp. ("Nuveen Advisory") will be the
Fund's investment adviser. Nuveen Advisory will
receive an annual fee, payable monthly, in a maximum
amount equal to 65% of the Fund's average daily net
asset value (including assets attributable to any
MuniPreferred Shares that may be outstanding), with
lower fee levels for assets that exceed $125 million.
Nuveen Advisory has agreed to reimburse the Fund for
fees and expenses in the amount of .30% of average
daily net assets of the Fund for the first five years
of the Fund's operations (through July 31, 2004), and
for a declining amount for an additional five years
(through July 31, 2009). Nuveen Advisory is a wholly-
owned subsidiary of John Nuveen & Co. Incorporated
("Nuveen"). See "Management of the Fund."
Distributions..........
The Fund intends to make regular monthly cash
distributions to you at a level rate based on the
projected performance of the Fund. The Fund's ability
to maintain a level dividend rate will depend on a
number of factors, including dividends payable on the
MuniPreferred Shares. As portfolio and market
conditions change, the rate of dividends on the
Common Shares and the Fund's dividend policy could
change. Over time, the Fund will distribute all of
its net investment income (after it pays accrued
dividends on any outstanding MuniPreferred Shares).
In addition, at least annually, the Fund intends to
distribute net capital gains and taxable ordinary
income, if any, to you so long as the net capital
gains and taxable
4
<PAGE>
ordinary income are not necessary to pay accrued
dividends on, or redeem or liquidate, any
MuniPreferred Shares. Your initial distribution is
expected to be declared approximately 45 days, and
paid approximately 90 days, from the completion of
this offering. You may elect to automatically
reinvest some or all of your distributions in
additional Common Shares under the Fund's Dividend
Reinvestment Plan. See "Distributions" and "Dividend
Reinvestment Plan."
Listing................
The Fund has applied to list the Common Shares on the
New York Stock Exchange. See "Description of Shares
Common Shares." The trading or "ticker" symbol of the
Common Shares is expected to be "NAC."
Custodian.............. The Chase Manhattan Bank will serve as custodian of
the Fund's assets. See "Custodian and Transfer
Agent."
Market Price of
Shares................ Shares of closed-end investment companies may
frequently trade at prices lower than net asset
value. Shares of closed-end investment companies like
the Fund that invest predominately in investment
grade municipal bonds have during some periods traded
at prices higher than net asset value and during
other periods have traded at prices lower than net
asset value. The Fund cannot assure you that Common
Shares will trade at a price higher than net asset
value in the future. Net asset value will be reduced
immediately following the offering by the amount of
the organization and offering expenses paid by the
Fund. See "Use of Proceeds." The Common Shares are
designed primarily for long-term investors, and you
should not view the Fund as a vehicle for trading
purposes. See "MuniPreferred Shares and Leverage,"
"Risks," "Description of Shares," "Repurchase of Fund
Shares; Conversion to Open-End Fund" and the
Statement of Additional Information under "Repurchase
of Fund Shares; Conversion to Open-End Fund." In
addition to net asset value, market price may be
affected by such factors as dividend levels (which
are in turn affected by expenses), call protection,
stability and market demand. See "Description of
Shares."
Special Risk
Considerations...
Interest Rate Risk. Interest rate risk is the risk
that the municipal bonds in the Fund's portfolio will
decline in value because of increases in market
interest rates. The prices of longer-term bonds
fluctuate more than prices of shorter-term bonds as
interest rates change. Because the Fund will invest
primarily in long-term bonds, the Common Share net
asset value and market price per share will fluctuate
more in response to changes in market interest rates
than if the Fund were invested in shorter-term bonds.
The Fund's use of leverage, as described below, will
tend to increase Common Share interest rate risk.
5
<PAGE>
Credit Risk. Credit risk is the risk that one or more
municipal bonds in the Fund's portfolio will decline
in price, or fail to pay interest or principal when
due, because the issuer of the bond experiences a
decline in its financial status. The Fund may invest
up to 20% of its net assets in municipal bonds that
are rated Ba/BB or B or that are unrated but judged
to be of comparable quality by Nuveen Advisory. The
prices of these lower grade bonds are more sensitive
to negative developments, such as a decline in the
issuer's revenues or a general economic downturn,
than are the prices of higher grade securities. The
fund's policy of investing primarily in municipal
obligations of issuers located in California may make
the Fund more susceptible to adverse economic,
political or regulatory occurrences affecting
California.
The Effects of Leverage. The use of leverage through
the issuance of MuniPreferred Shares creates an
opportunity for increased Common Share net income,
but leverage also creates special risks for Common
Shareholders. It is anticipated that MuniPreferred
dividends will be based on shorter-term rates (which
would be redetermined periodically, pursuant to an
auction process), and that the Fund will invest the
proceeds of the MuniPreferred Shares offering in
long-term municipal bonds. Long-term municipal bond
yields are typically, although not always, higher
than shorter-term yields. So long as the Fund's
municipal bond portfolio provides a higher rate of
return (net of expenses) than the MuniPreferred
dividend rate, the leverage will cause Common
Shareholders to receive a higher current rate of
return than if the Fund were not leveraged. Leverage
creates two major types of risks for Common
Shareholders:
. the likelihood of greater volatility of net
asset value and market price of Common Shares,
because changes in the value of the Fund's bond
portfolio (including bonds bought with the
proceeds of the MuniPreferred Shares offering)
are borne entirely by the Common Shareholders;
and
. the possibility either that Common Share income
will fall if the MuniPreferred dividend rate
rises above the rate of return (net of
expenses) on the Fund's bond portfolio, or that
Common Share income will fluctuate because the
MuniPreferred dividend rate varies.
Municipal Bond Market. The amount of public
information available about the municipal bonds in
the Fund's portfolio is generally less than for
corporate equities or bonds, and the investment
performance of the Fund may therefore be more
dependent on the analytical abilities of Nuveen
Advisory than would be a stock fund or taxable bond
fund. The secondary market for municipal bonds also
tends to be less well-developed than many other
securities markets, which may adversely affect the
Fund's ability to sell its bonds at attractive
prices.
6
<PAGE>
SUMMARY OF FUND EXPENSES
The following table assumes the issuance of MuniPreferred Shares in an
amount equal to 35% of the Fund's capital (including the amount obtained
through leverage), and shows Fund expenses both as a percentage of net assets
attributable to Common Shares and as a percentage of total net assets.
<TABLE>
<CAPTION>
Percentage of
Total Net Assets
----------------
<S> <C> <C>
Shareholder Transaction Expenses
Sales Load Paid by You (as a
percentage of offering price)....... $4.5%
Dividend Reinvestment Plan Fees...... None*
<CAPTION>
Percentage of Net
Assets Attributable Percentage of
to Common Shares Total Net Assets
------------------- ----------------
<S> <C> <C>
Annual Expenses
Management Fees...................... 1.00% .65%
Fee and Expense Reimbursement........ .46%+ (.30%)
---- -----
Net Management Fees.................. .54%+ .35%+
Other Management Fees................
Other Expenses....................... .31% .20%
---- -----
Total Annual Expenses.............. .85%+ .55%+
==== =====
</TABLE>
- --------
*You will be charged a $2.50 service charge and pay brokerage charges if you
direct the Plan Agent to sell your Common Shares held in a dividend
account.
+Nuveen Advisory has agreed to reimburse the Fund for fees and expenses in the
amount of .30% of average daily total net assets for the first 5 years of
the Fund's operations, .25% of average daily total net assets in year 6,
.20% in year 7, .15% in year 8, .10% in year 9 and .05% in year 10. Without
the reimbursements, "Total Annual Expense" would be estimated to be .85% of
average daily total net assets and 1.25% of average daily total net assets
attributable to Common Shares. Nuveen has agreed to pay all organizational
expenses and offering costs (other than sales load) that exceed $0.02 per
Common Share.
The purpose of the table above is to help you understand all fees and
expenses that you, as a Common Shareholder, would bear directly or indirectly.
The expenses shown in the table are based on estimated amounts for the Fund's
first year of operations and assume that the Fund issued Common
Shares. See "Management of the Fund" and "Dividend Reinvestment Plan."
The following example illustrates the expenses (including the sales load of
$45) that you would pay on a $1,000 investment in Common Shares, assuming (1)
total annual expenses of .85% of net assets attributable to Common Shares and
.55% of total net in years 1 through 5, increasing to 1.23% and .80%,
respectively, in year 10 and (2) a 5% annual return:/1/
<TABLE>
<CAPTION>
Expenses Based on a
Percentage of 1 Year 3 Years 5 Years 10 Years(2)
------------------- ------ ------- ------- -----------
<S> <C> <C> <C> <C>
Net Assets Attributable
to Common Shares....... $53 $71 $90 $160
Total Net Assets........ $50 $62 $74 $121
</TABLE>
- --------
(1) The example should not be considered a representation of future expenses.
The example assumes that the estimated Other Expenses set forth in the
Annual Expenses table are accurate, that fees and expenses increase as
described in note 2 below and that all dividends and distributions are
reinvested. Actual expenses my be greater or less than those assumed.
Moreover, the Fund's actual rate of return may be greater or less than the
hypothetical 5% return shown in the example.
(2) Assumes reimbursement of fees and expenses of .25% of average daily total
net assets in year 6, .20% in year 7, .15% in year 8, .10% in year 9 and
.05% in year 10. Nuveen Advisory has not agreed to reimburse the Fund for
any portion of its fees and expenses beyond July 31, 2009.
7
<PAGE>
THE FUND
The Fund is a recently organized, closed-end, diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund was organized as a Massachusetts business
trust on December 1, 1998, pursuant to a Declaration of Trust governed by the
laws of the Commonwealth of Massachusetts (the "Declaration"). As a newly
organized entity, the Fund has no operating history. The Fund's principal
office is located at 333 West Wacker Drive, Chicago, Illinois 60606, and its
telephone number is (800) 257-8787.
USE OF PROCEEDS
The net proceeds of the offering of Common Shares will be approximately
$ ($ if the Underwriters exercise the over-allotment option in
full) after payment of the estimated organization and offering costs. Nuveen
Advisory has agreed to pay all organizational expenses and offering costs
(other than sales load) that exceed $0.02 per Common Share. The Fund will
invest the net proceeds of the offering in accordance with the Fund's
investment objectives and policies as stated below. It is presently
anticipated that the Fund will be able to invest substantially all of the net
proceeds in municipal bonds that meet those investment objectives and policies
within three months after the completion of the offering. Pending such
investment, it is anticipated that the proceeds will be invested in short-
term, tax-exempt securities.
THE FUND'S INVESTMENTS
Investment Objectives and Policies
The Fund's investment objectives are
. to provide current income exempt from regular Federal and California
income tax; and
. to enhance portfolio value relative to the municipal bond market by
investing in tax-exempt municipal bonds that Nuveen Advisory believes
are underrated or undervalued or that represent municipal market sectors
that are undervalued.
Underrated municipal bonds are those whose ratings do not, in Nuveen
Advisory's opinion, reflect their true creditworthiness. Undervalued municipal
bonds are bonds that, in Nuveen Advisory's opinion, are worth more than the
value assigned to them in the marketplace. Nuveen Advisory may at times
believe that bonds associated with a particular municipal market sector (for
example, electric utilities), or issued by a particular municipal issuer, are
undervalued. Nuveen Advisory may purchase such a bond for the Fund's portfolio
because it represents a market sector or issuer that Nuveen Advisory considers
undervalued, even if the value of the particular bond is consistent with the
value of similar bonds. Municipal bonds of particular types or purposes (e.g.,
hospital bonds, industrial revenue bonds or bonds issued by a particular
municipal issuer) may be undervalued because there is a temporary excess of
supply in that market sector, or because of a general decline in the market
price of municipal bonds of the market sector for reasons that do not apply to
the particular municipal bonds that are considered undervalued. The Fund's
investment in underrated or undervalued municipal bonds will be based on
Nuveen Advisory's belief that their prices should ultimately rise (relative to
the market) to reflect their true value. The Fund attempts to increase its
portfolio value relative to the municipal bond market by prudent selection of
municipal bonds regardless of the direction the market may move. Any capital
appreciation realized by the Fund will generally result in the distribution of
taxable capital gains to Common Shareholders.
8
<PAGE>
The Fund will invest its net assets in a diversified portfolio of municipal
bonds that are exempt from regular Federal and California income tax. Under
normal market conditions, the Fund expects to be fully invested (at least 95%
of its assets) in such tax-exempt municipal bonds. The Fund will invest at
least 80% of its net assets in investment grade quality municipal bonds.
Investment grade quality means that such bonds are rated, at the time of
investment, within the four highest grades (Baa or BBB or better by Moody's,
S&P or Fitch) or are unrated but judged to be of comparable quality by Nuveen
Advisory. The Fund may invest up to 20% of its net assets in municipal bonds
that are rated, at the time of investment, Ba/BB or B by Moody's, S&P or Fitch
or that are unrated but judged to be of comparable quality by Nuveen Advisory.
Bonds of below investment grade quality (Ba/BB or below) are commonly referred
to as "junk bonds." Bonds of below investment grade quality are regarded as
having predominantly speculative characteristics with respect to capacity to
pay interest and repay principal. A general description of Moody's, S&P's and
Fitch's ratings of municipal bonds is set forth in Appendix A to the Statement
of Additional Information. See "Appendix A--Special Considerations Relating to
California" below for a general description of the economic and credit
characteristics of municipal issuers in California. The Fund may also invest
in securities of other open or closed-end investment companies that invest
primarily in municipal bonds of the types in which the Fund may invest
directly. See "--Other Investment Companies" and "--Initial Portfolio
Composition."
Upon Nuveen Advisory's recommendation, during temporary defensive periods
and in order to keep the Fund's cash fully invested, including the period
during which the net proceeds of the offering are being invested, the Fund may
invest up to 100% of its net assets in short-term investments including high
quality, short-term securities that may be either tax-exempt or taxable. The
Fund intends to invest in taxable short-term investments only in the event
that suitable tax-exempt short-term investments are not available at
reasonable prices and yields. For more information, see the Statement of
Additional Information.
The Fund cannot change its investment objectives without the approval of
the holders of a "majority of the outstanding" Common Shares and MuniPreferred
Shares voting together as a single class, and of the holders of a "majority of
the outstanding" MuniPreferred Shares voting as a separate class. A "majority
of the outstanding," means (i) 67% or more of the shares present at a meeting,
if the holders of more than 50% of the shares are present or represented by
proxy, or (ii) more than 50% of the shares, whichever is less. See
"Description of Shares--MuniPreferred Shares--Voting Rights" and the Statement
of Additional Information under "Description of Shares--MuniPreferred Shares--
Voting Rights" for additional information with respect to the voting rights of
holders of MuniPreferred Shares.
If you are subject to the Federal alternative minimum tax, the Fund may not
be a suitable investment for you because the Fund expects that a substantial
portion of its investments will pay interest that is taxable under the Federal
alternative minimum tax. Special rules apply to corporate holders. In
addition, capital gains distributions will be subject to capital gains taxes.
See "Tax Matters."
Municipal Bonds
Municipal bonds are either general obligation or revenue bonds and
typically are issued to finance public projects (such as roads or public
buildings), to pay general operating expenses, or to refinance outstanding
debt. Municipal bonds may also be issued for private activities, such as
housing, medical and educational facility construction, or for privately owned
industrial development and pollution control projects. General obligation
bonds are backed by the full faith and credit, or taxing authority, of the
issuer and may be repaid from any revenue source; revenue bonds may be repaid
only from the revenues of a specific facility or source. The Fund also may
purchase municipal bonds that represent
9
<PAGE>
lease obligations. These carry special risks because the issuer of the bonds
may not be obligated to appropriate money annually to make payments under the
lease. In order to reduce this risk, the Fund will only purchase municipal
bonds representing lease obligations where Nuveen Advisory believes the issuer
has a strong incentive to continue making appropriations until maturity.
The municipal bonds in which the Fund will invest are generally issued by
the State of California, a city in California, or a political subdivision of
such State or city, and pay interest that, in the opinion of bond counsel to
the issuer, is exempt from Federal and California income tax, although the
interest may be subject to the Federal alternative minimum tax. The Fund may
also invest in municipal bonds issued by United States territories (such as
Puerto Rico or Guam) that are exempt from regular Federal and California
income tax.
The yields on municipal bonds are dependent on a variety of factors,
including prevailing interest rates and the condition of the general money
market and the municipal bond market, the size of a particular offering, the
maturity of the obligation and the rating of the issue. The market value of
municipal bonds will vary with changes in interest rate levels and as a result
of changing evaluations of the ability of their issuers to meet interest and
principal payments.
The Fund will primarily invest in municipal bonds with long-term maturities
in order to maintain a weighted average maturity of 15-30 years, but the
weighted average maturity of obligations held by the Fund may be shortened,
depending on market conditions.
Delayed Delivery Transactions
The Fund may buy and sell municipal bonds on a when-issued or delayed
delivery basis, making payment or taking delivery at a later date, normally
within 15 to 45 days of the trade date. This type of transaction may involve
an element of risk because no interest accrues on the bonds prior to
settlement and, since bonds are subject to market fluctuations, the value of
the bonds at time of delivery may be less (or more) than cost. A separate
account of the Fund will be established with its custodian consisting of cash,
cash equivalents, or liquid securities having a market value at all times at
least equal to the amount of the commitment.
Other Investment Companies
The Fund may invest in securities of other open or closed-end investment
companies that invest primarily in municipal bonds of the types in which the
Fund may invest directly. The Fund generally expects to invest in other
investment companies either during periods when it has large amounts of
uninvested cash, such as the period shortly after the Fund receives the
proceeds of the offering of its Common Shares or MuniPreferred Shares, or
during periods when there is a shortage of attractive, high-yielding municipal
bonds in the market. As a stockholder in an investment company, the Fund will
bear its ratable share of that investment company's expenses, and would remain
subject to payment of the Fund's management, advisory and administrative fees
with respect to assets so invested. Common Shareholders would therefore be
subject to duplicative expenses to the extent the Fund invests in other
investment companies. Nuveen Advisory will take expenses into account when
evaluating the investment merits of an investment in the investment company
relative to available municipal bond investments. In addition, the securities
of other investment companies may also be leveraged and will therefore be
subject to the same leverage risks described herein. As described in the
Prospectus in the section entitled "Risks", the net asset value and market
value of leveraged shares will be more volatile and the yield to shareholders
will tend to fluctuate more than the yield generated by unleveraged shares.
10
<PAGE>
Initial Portfolio Composition
If current market conditions persist, the Fund expects that approximately
85% of its initial portfolio will consist of investment grade quality
municipal bonds, rated as such at the time of investment, meaning that such
bonds are rated by national rating agencies within the four highest grades of
the investment grade category or are unrated but judged to be of comparable
quality by Nuveen Advisory (approximately 50% in Aaa/AAA; 15% in A; 20% in
Baa/BBB). The Fund will generally select obligations which may not be redeemed
at the option of the issuer for approximately seven to nine years from the
date of purchase by the Fund. See the Statement of Additional Information
under "Certain Trading Strategies of the Fund--Portfolio Trading and Turnover
Rate." Subject to market availability, the Fund would likely seek to invest
approximately 15% of its initial portfolio in municipal bonds that are, at the
time of investment, either rated below investment grade (Ba/BB or B) or that
are unrated but judged to be of comparable quality by Nuveen Advisory. See
"The Fund's Investments--Investment Objectives and Policies."
MUNIPREFERRED SHARES AND LEVERAGE
Approximately three to six months after the completion of the offering of
the Common Shares, the Fund intends to offer MuniPreferred Shares representing
approximately 35% of the Fund's capital immediately after the issuance of the
MuniPreferred Shares. The MuniPreferred Shares have complete priority upon
distribution of assets over any other class of shares of the Fund, including
the Common Shares. The issuance of MuniPreferred Shares will leverage the
Common Shares. Although the timing and other terms of the offering and the
terms of the MuniPreferred Shares will be determined by the Fund's Board of
Trustees, the Fund expects to invest the proceeds of the MuniPreferred Shares
offering in long-term municipal bonds. Long-term municipal bond yields are
typically, although not always, higher than shorter-term yields. The
MuniPreferred Shares will pay dividends based on shorter-term rates (which
would be redetermined periodically, by an auction process). So long as the
Fund's portfolio is invested in securities that provide a higher rate of
return than the dividend rate of the MuniPreferred Shares (after taking
expenses into consideration), the leverage will cause you to receive a higher
current rate of return than if the Fund were not leveraged.
Changes in the value of the Fund's bond portfolio (including bonds bought
with the proceeds of the MuniPreferred Shares offering) will be borne entirely
by the Common Shareholders. If there is a net decrease (or increase) in the
value of the Fund's investment portfolio, the leverage will decrease (or
increase) the net asset value per Common Share to a greater extent than if the
Fund were not leveraged.
For tax purposes, the Fund is currently required to allocate net capital
gains and other taxable income, if any, between the Common Shares and
MuniPreferred Shares in proportion to total distributions paid to each class
for the year in which the net capital gains or other taxable income is
realized. If net capital gains and other taxable income are allocated to
MuniPreferred Shares (instead of solely tax-exempt income), the Fund will
likely have to pay higher total dividends to MuniPreferred Shareholders or
make special payments to MuniPreferred Shareholders to compensate them for the
increased tax liability. This would reduce the total amount of dividends paid
to the Common Shareholders, but would increase the portion of the dividend
that is tax-exempt. On an after-tax basis, Common Shareholders may still be
better off than if they had been allocated all of the Fund's net capital gains
or other taxable income (resulting in a higher amount of total dividends), but
received a lower amount of tax-exempt income. If the increase in dividend
payments or the special payments to MuniPreferred Shareholders are not
entirely offset by a reduction in the tax liability of, and an increase in the
tax-exempt dividends received by, the Common Shareholders, the advantage of
the Fund's leveraged structure to Common Shareholders will be reduced.
11
<PAGE>
Assuming that the MuniPreferred Shares will represent approximately 35% of
the Fund's capital and pay dividends at an annual average rate of 3.20%, the
income generated by the Fund's portfolio (net of estimated expenses) must
exceed 1.06% in order to cover such dividend payments and other expenses
specifically related to the MuniPreferred Shares. Of course, these numbers are
merely estimates, used for illustration. Actual MuniPreferred Share dividend
rates will vary frequently and may be significantly higher or lower than the
rate estimated above.
The following table is furnished in response to requirements of the
Securities and Exchange Commission. It is designed to illustrate the effect of
leverage on Common Share total return, assuming investment portfolio total
returns (comprised of income and changes in the value of bonds held in the
Fund's portfolio) of 10%, -5%, 0%, 5% and 10%. These assumed investment
portfolio returns are hypothetical figures and are not necessarily indicative
of the investment portfolio returns experienced or expected to be experienced
by the Fund. The table further reflects the issuance of MuniPreferred Shares
representing 35% of the Fund's total capital, a 4.70% yield on the Fund's
investment portfolio, net of expenses, and the Fund's currently projected
annual MuniPreferred Share dividend rate of 2.65%. The table also assumes no
adjustments to investment portfolio or capital structure in response to actual
or anticipated changes in interest rates, although in fact the Fund expects to
manage its investment portfolio and may manage its capital structure to
mitigate the increased volatility in current income and net asset value
associated with leverage. See "MuniPreferred Shares and Leverage."
<TABLE>
<S> <C> <C> <C> <C> <C>
Components of Portfolio Return
Net Income............................ 4.70% 4.70% 4.70% 4.70% 4.70%
Capital (Loss) or Gain................. (14.70)% (9.70)% (4.70)% 0.30% 5.30%
Assumed Portfolio Total Return........... (10.00)% (5.00)% (0.00)% 5.00% 10.00%
Common Share Dividends................. 5.80% 5.80% 5.80% 5.80% 5.80%
Common Share Capital Gain/(Loss)....... (22.62)% (14.92)% (7.23)% .46% 8.15%
Common Share Total Return................ (16.81)% (9.12)% (1.43)% 6.27% 13.96%
</TABLE>
The Common Share total return is composed of two elements--the Common Share
dividends paid by the Fund (the amount of which is largely determined by the
net investment income of the Fund after paying dividends on MuniPreferred
Shares) and gains or losses on the value of the securities the Fund owns. As
required by the Securities and Exchange Commission rules, the table assumes
that the Fund is more likely to suffer capital losses than to enjoy capital
gains. So, to assume a total return of 0%, the Fund must assume that the tax-
exempt interest it receives on its municipal bond investments is entirely
offset by losses in the value of those bonds.
Unless and until MuniPreferred Shares are issued, the Common Shares will
not be leveraged and this section will not apply.
RISKS
The Fund is a newly organized, diversified, closed-end management
investment company and has no operating history. Shares of closed-end
management companies frequently trade at a discount from their net asset
value. The net asset value of the Common Shares will fluctuate with and be
affected by interest rate risk, credit risk, reinvestment risk, leverage risk,
inflation risk, and "Year 2000" risk, each of which is more fully described
below.
Interest rate risk is the risk that bonds will decline in value because of
changes in interest rates. Generally, municipal bonds will decrease in value
when interest rates rise and increase in value when
12
<PAGE>
interest rates decline. This means that the net asset value of the Common
Shares will fluctuate with interest rate changes and the corresponding changes
in the value of the Fund's municipal bond holdings.
Credit risk is the risk that an issuer of a municipal bond will become
unable to meet its obligation to make interest and principal payments. In
general, lower rated municipal bonds are perceived to carry a greater degree
of risk that the issuer will lose its ability to make interest and principal
payments, which could have a negative impact to the Fund's net asset value.
The Fund may invest up to 20% of its net assets in municipal bonds that are
rated Ba/BB or B by Moody's, S&P or Fitch or that are unrated but judged to be
of comparable quality by the Fund's investment adviser. Issuers of bonds rated
Ba/BB or B are regarded as having current capacity to make principal and
interest payments but are subject to business, financial or economic
conditions which could adversely affect such payment capacity. Bonds of below
investment grade quality (Ba/BB or below) are commonly referred to as "junk
bonds."
The Fund intends to invest substantially all its assets in municipal bonds
issued by the State of California or a municipality therein and by other
issuers located in California. As a result, the Fund bears the investment risk
that economic, political or regulatory changes could hurt many municipal bond
issuers in California, which would likely reduce the value of the Fund's bond
portfolio and a Common Shareholder's investment in the Fund. For a discussion
of economic and other conditions in the State of California, see Appendix A to
this Prospectus.
Reinvestment risk is the risk that income from the Fund's bond portfolio
will decline if and when the Fund invests the proceeds from matured, traded or
called bonds at market interest rates that are below the portfolio's current
earnings rate. A decline in income could affect the Fund's overall returns.
Leverage risk is the risk associated with the issuance of the MuniPreferred
Shares to leverage the Common Shares. Once the MuniPreferred Shares are
issued, the net asset value and market value of Common Shares will be more
volatile, and the yield to Common Shareholders will tend to fluctuate with
changes in the shorter-term dividend rates on the MuniPreferred Shares. If the
dividend rate on the MuniPreferred Shares approaches the net rate of return on
the Fund's investment portfolio, the benefit of leverage to Common
Shareholders would be reduced. If the dividend rate on the MuniPreferred
Shares exceeds the net rate of return on the Fund's portfolio, the leverage
will result in a lower rate of return to Common Shareholders than if the Fund
were not leveraged. In addition, the Fund will pay (and Common Shareholders
will bear) any costs and expenses relating to the issuance and ongoing
maintenance of the MuniPreferred Shares. Accordingly, the Fund cannot assure
you that the issuance of MuniPreferred Shares will result in a higher yield or
return to Common Shareholders.
Similarly, any decline in the net asset value of the Fund's investments
will be borne entirely by Common Shareholders. Therefore, if the market value
of the Fund's portfolio declines, the leverage will result in a greater
decrease in net asset value to Common Shareholders than if the Fund were not
leveraged. Such greater net asset value decrease will also tend to cause a
greater decline in the market price for the Common Shares. In an extreme case,
the Fund's current investment income might not be sufficient to meet the
dividend requirements on the MuniPreferred Shares; or the Fund might be in
danger of failing to maintain the required 200% asset coverage or of losing
its AAA/aaa ratings on the MuniPreferred Shares. In order to counteract such
an event, the Fund might need to liquidate investments in order to fund a
redemption of some or all of the MuniPreferred Shares. Liquidation at times of
low municipal bond prices will tend to reduce the net asset value of the
Common Shares and to reduce returns to Common Shareholders.
13
<PAGE>
The Fund may invest in the securities of other investment companies. Such
securities may also be leveraged and will therefore be subject to the leverage
risks described above. There can be no assurance that such additional leverage
will not reduce the net asset value of the Fund's Common Shares and the
returns to Common Shareholders.
Inflation risk is the risk that the value of assets or income from
investment will be worth less in the future as inflation decreases the value
of money. As inflation increases, the real value of the Common Shares and
distributions can decline. In addition, during any periods of rising
inflation, MuniPreferred Share dividend rates would likely increase, which
would tend to further reduce returns to Common Shareholders.
"Year 2000" risk is the risk that the computer systems used by Nuveen
Advisory, its service providers and industry wide information and transaction
clearinghouses to manage the Fund's investments and process shareholder
transactions may not be able to correctly process activity occurring in the
year 2000 because of the way computers historically have stored dates. In
addition, Year 2000 issues may affect the ability of municipal issuers to meet
their interest and principal payment obligations to their bond holders, and
may adversely affect their credit ratings.
HOW THE FUND MANAGES RISK
Investment Limitations
The Fund has adopted certain investment limitations designed to limit
investment risk and maintain portfolio diversification. These limitations are
fundamental and may not be changed without the approval of the holders of a
majority of the outstanding Common Shares and MuniPreferred Shares voting
together as a single class, and the approval of the holders of a majority of
the MuniPreferred Shares voting as a separate class. The Fund may not:
. Invest more than 25% of total fund assets in securities of issuers in any
one industry; except that this limitation does not apply to municipal bonds
backed by the assets and revenues of governments or political subdivisions
of governments; and
. Invest more than 5% of total fund assets in securities of any one issuer,
except that this limitation does not apply to bonds issued by the United
States Government, its agencies and instrumentalities or to the investment
of 25% of its total assets.
The Fund may become subject to guidelines which are more limiting than the
investment restrictions set forth above in order to obtain and maintain
ratings from Moody's or S&P on the MuniPreferred Shares that it intends to
issue. The Fund does not anticipate that such guidelines would have a material
adverse effect on the Fund's Common Shareholders or the Fund's ability to
achieve its investment objectives. See "Investment Objectives and Policies--
Investment Restrictions" in the Statement of Additional Information for
information about these guidelines and additional fundamental investment
policies of the Fund.
Quality Investments
The Fund will invest at least 80% of its net assets in investment grade
quality municipal bonds rated as such at the time of investment. Investment
grade quality means that such bonds are rated by national rating agencies
within the four highest grades (Baa or BBB or better by Moody's, S&P or Fitch)
or are unrated but judged to be of comparable quality by Nuveen Advisory.
14
<PAGE>
Limited Issuance of MuniPreferred Shares
Under the 1940 Act, the Fund could issue MuniPreferred Shares having a
total liquidation value (original purchase price of the shares being
liquidated plus any accrued and unpaid dividends ) of up to one-half of the
net asset value of the Fund's portfolio. If the total liquidation value of the
MuniPreferred Shares was ever more than one-half the value of the Fund's
assets, the Fund would not be able to declare dividends on the Common Shares
until the liquidation value, as a percentage of the Fund's assets, was
reduced. The Fund intends to issue MuniPreferred Shares representing about 35%
of the Fund's total capital, if the Fund sells all the Common Shares and
MuniPreferred Shares discussed in this Prospectus. This higher than required
margin of net asset value provides a cushion against later fluctuations in the
value of the Fund's portfolio and will subject Common Shareholders to less
income and net asset value volatility than if the Fund were more leveraged.
The Fund intends to purchase or redeem MuniPreferred Shares, if necessary, to
keep the liquidation value of the MuniPreferred Shares below one-half the
Fund's assets.
Management of Investment Portfolio and Capital Structure to Limit Leverage
Risk
The Fund may take certain actions if short-term rates increase or market
conditions otherwise change (or the Fund anticipates such an increase or
change) and the Fund's leverage begins to adversely affect Common
Shareholders. In order to offset such a negative impact of leverage on Common
Shareholders, the Fund may shorten the average maturity of its investment
portfolio (by investing in short-term, high quality securities) or may extend
the maturity of outstanding MuniPreferred Shares. The Fund may also attempt to
reduce the leverage by redeeming or otherwise purchasing MuniPreferred Shares.
If market conditions suggest that additional leverage would be beneficial, the
Fund may sell previously unissued MuniPreferred Shares or MuniPreferred Shares
that the Fund previously issued but later repurchased.
Currently, the Fund may not invest in inverse floating rate securities,
which are securities that pay interest at rates that vary inversely with
changes in prevailing short-term tax-exempt rates and which represent a
leveraged investment in an underlying municipal bond. This restriction is a
non-fundamental policy of the Fund that may be changed by vote of the Fund's
Board of Trustees.
Hedging Strategies
The Fund may use various investment strategies designed to limit the risk
of bond price fluctuations and to preserve capital. These hedging strategies
include using financial futures contracts, options on financial futures or
options based on either an index of long-term municipal securities or on
taxable debt securities whose prices, in the opinion of Nuveen Advisory,
correlate with the prices of the Fund's investments. Successful implementation
of most hedging strategies would generate taxable income, and the Fund has no
present intention to use these strategies.
Year 2000 Issues
Nuveen Advisory is working with the Fund's service providers and
clearinghouses to adapt their systems to address the Year 2000 issue. Nuveen
Advisory and the Fund expect, but there can be no absolute assurance, that the
necessary work will be completed on a timely basis. In addition, it is
possible that the markets for municipal securities in which the Fund invests
may be detrimentally affected by computer failures throughout the financial
services industry beginning on or before January 1, 2000. Improperly
functioning trading systems may result in settlement problems and liquidity
issues.
15
<PAGE>
In addition, corporate and governmental data processing errors may result in
product problems for individual issuers and overall economic uncertainties.
Earnings of individual issuers will be affected by remediation costs, which
may be substantial and may be reported inconsistently in financial statements.
Accordingly, the Fund's investments may be adversely affected. The statements
above are subject to the Year 2000 Information and Readiness Disclosure Act,
which may limit the legal rights regarding the use of such statements in the
case of a dispute.
MANAGEMENT OF THE FUND
Trustees and Officers
The Board of Trustees is responsible for the management of the Fund,
including supervision of the duties performed by Nuveen Advisory. There are
seven trustees of the Fund, one of whom is an "interested person" (as defined
in the 1940 Act) and six of whom are not "interested persons." The names and
business addresses of the trustees and officers of the Fund and their
principal occupations and other affiliations during the past five years are
set forth under "Management of the Fund" in the Statement of Additional
Information.
Investment Adviser
Nuveen Advisory, 333 West Wacker Drive, Chicago, Illinois 60606, serves as
the investment adviser to the Fund. In this capacity, Nuveen Advisory is
responsible for the selection and on-going monitoring of the municipal bonds
in the Fund's investment portfolio, managing the Fund's business affairs and
providing certain clerical, bookkeeping and administrative services. Nuveen
Advisory serves as investment adviser to investment portfolios with more than
$39 billion in assets under management. See the Statement of Additional
Information under "Management of the Fund--Investment Adviser."
Overall investment management strategy and operating policies for the Fund
are set by the Investment Management Committee of John Nuveen & Co.
Incorporated ("Nuveen"), subject to the oversight and supervision of the Board
of Trustees. The Investment Management Committee is comprised of several
principal executive officers and portfolio managers of Nuveen and Nuveen
Advisory. Day to day operations and execution of specific investment
strategies is the responsibility of Nuveen Advisory. Nuveen Advisory manages
the Fund using a team of analysts and portfolio managers that focus on a
specific group of funds. William M. Fitzgerald is the portfolio manager of the
Fund and will provide daily oversight for, and execution of, the Fund's
investment activities. Mr. Fitzgerald currently manages eleven closed-end
municipal bond funds for Nuveen Advisory with assets aggregating more than $5
billion. He is a Chartered Financial Analyst and a Vice President of Nuveen
Advisory.
Nuveen Advisory is a wholly-owned subsidiary of Nuveen, 333 West Wacker
Drive, Chicago, Illinois 60606. Founded in 1898, Nuveen and its affiliates
have over $60 billion of net assets under management or surveillance. Nuveen
is a subsidiary of The John Nuveen Company which, in turn, is a majority-owned
subsidiary of The St. Paul Companies, Inc., which is principally engaged in
providing property-liability insurance through subsidiaries.
Investment Management Agreement
Pursuant to an investment management agreement between Nuveen Advisory and
the Fund, the Fund has agreed to pay for the services and facilities provided
by Nuveen Advisory an annual management fee, payable on a monthly basis,
according to the following schedule:
16
<PAGE>
<TABLE>
<CAPTION>
Average Daily Net Asset Value Management Fee
----------------------------- --------------
<S> <C>
For the first $125 million................................. .6500%
For the next $125 million.................................. .6375%
For the next $250 million.................................. .6250%
For the next $500 million.................................. .6125%
For the next $1 billion.................................... .6000%
For assets over $2 billion................................. .5750%
</TABLE>
In addition to the fee of Nuveen Advisory, the Fund pays all other costs
and expenses of its operations, including compensation of its trustees (other
than those affiliated with Nuveen Advisory), custodian, transfer and dividend
disbursing expenses, legal fees, expenses of independent auditors, expenses of
repurchasing shares, expenses of preparing, printing and distributing
shareholder reports, notices, proxy statements and reports to governmental
agencies, and taxes, if any.
For the first ten years of the Fund's operation, Nuveen Advisory has agreed
to reimburse the Fund for fees and expenses in the amounts, and for the time
periods, set forth below:
<TABLE>
<CAPTION>
Year Ending Percentage
July 31, Reimbursed
- ----------- ----------
<S> <C>
1999*............ .30%
2000............. .30%
2001............. .30%
2002............. .30%
2003............. .30%
2004............. .30%
</TABLE>
<TABLE>
<CAPTION>
Year Ending Percentage
July 31, Reimbursed
- ----------- ----------
<S> <C>
2005............. 0.25%
2006............. 0.20%
2007............. 0.15%
2008............. 0.10%
2009............. 0.05%
</TABLE>
- --------
*From the commencement of operations.
Nuveen Advisory has not agreed to reimburse the Fund for any portion of its
fees and expenses beyond July 31, 2009.
NET ASSET VALUE
The Fund's net asset value per share is determined as of the close of
trading (normally 4:00 p.m. eastern time) on each day the New York Stock
Exchange is open for business. Net asset value is calculated by taking the
fair value of the Fund's total assets, including interest or dividends accrued
but not yet collected, less all liabilities, and dividing by the total number
of shares outstanding. The result, rounded to the nearest cent, is the net
asset value per share.
In determining net asset value, expenses are accrued and applied daily and
securities and other assets for which market quotations are available are
valued at market value. The prices of municipal bonds are provided by a
pricing service and based on the mean between the bid and asked price. When
price quotes are not readily available (which is usually the case for
municipal bonds), the pricing service establishes fair market value based on
prices of comparable municipal bonds. All valuations are subject to review by
the Fund's Board of Trustees or its delegate, Nuveen Advisory.
17
<PAGE>
DISTRIBUTIONS
The Fund intends to make regular monthly cash distributions to Common
Shareholders at a level rate that reflects the past and projected performance
of the Fund. The Fund's ability to maintain a level dividend rate will depend
on a number of factors, including dividends payable on the MuniPreferred
Shares. Distributions can only be made from net investment income after paying
any accrued dividends to MuniPreferred Shareholders. The net income of the
Fund consists of all interest income accrued on portfolio assets less all
expenses of the Fund. Expenses of the Fund are accrued each day. Over time,
all the net investment income of the Fund will be distributed. At least
annually, the Fund also intends to distribute net capital gains and ordinary
taxable income, if any, after paying any accrued dividends or making any
liquidation payments to MuniPreferred Shareholders. Initial distributions to
Common Shareholders are expected to be declared approximately 60 days, and
paid approximately 90 days, from the completion of this offering. Although it
does not now intend to do so, the Board of Trustees may change the Fund's
dividend policy, and the amount or timing of the distributions based on a
number of factors, including the amount of the Fund's undistributed net
investment income and historical and projected investment income and the
amount of the expenses and dividend rates on the outstanding MuniPreferred
Shares.
To make the amount of each monthly distribution roughly the same, the Fund
will initially distribute less than the entire amount of net investment income
earned in a particular period. The undistributed net investment income would
be available to supplement future distributions. As a result, the
distributions paid by the Fund for any particular monthly period may be more
or less than the amount of net investment income actually earned by the Fund
during the period. Undistributed net investment income will be added to the
Fund's net asset value and, correspondingly, distributions from undistributed
net investment income will be deducted from the Fund's net asset value.
DIVIDEND REINVESTMENT PLAN
You may elect to have all dividends or capital gains distributions on your
Common Shares, or both, automatically reinvested by Chase Global Funds
Services Company, as agent for the Common Shareholders (the "Plan Agent"), in
additional Common Shares under the Dividend Reinvestment Plan (the "Plan").
You may elect to participate in the Plan by completing the Dividend
Reinvestment Plan Application Form. If you do not participate, you will
receive all distributions in cash paid by check mailed directly to you by
Chase Global Funds Services Company as dividend paying agent.
If you decide to participate in the Plan, the number of Common Shares you
will receive will be determined as follows:
(1) If Common Shares are trading at or above net asset value at the time
of valuation, the Fund will issue new shares at the then current market
price; or
(2) If Common Shares are trading below net asset value at the time of
valuation, the Plan Agent will receive the dividend or distribution in cash
and will purchase Common Shares in the open market, on the New York Stock
Exchange or elsewhere, for the participants' accounts. It is possible that
the market price for the Common Shares may increase before the Plan Agent
has completed its purchases. Therefore, the average purchase price per
share paid by the Plan Agent may exceed the market price at the time of
valuation, resulting in the purchase of fewer shares than if the dividend
or distribution had been paid in Common Shares issued by the Fund. The Plan
Agent will
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<PAGE>
use all dividends and distributions received in cash to purchase Common
Shares in the open market within 30 days of the dividend payment date.
Interest will not be paid on any uninvested cash payments.
You may withdraw from the Plan at any time by giving written notice to the
Plan Agent. If you withdraw or the Plan is terminated, you will receive a
certificate for each whole share in your account under the Plan and you will
receive a cash payment for any fraction of a share in your account. If you
wish, the Plan Agent will sell your shares and send you the proceeds, minus
brokerage commissions and a $2.50 service fee.
The Plan Agent maintains all shareholders' accounts in the Plan and gives
written confirmation of all transactions in the accounts, including
information you may need for tax records. Common Shares in your account will
be held by the Plan Agent in non-certificated form. Any proxy you receive will
include all Common Shares you have received under the Plan.
There is no brokerage charge for reinvestment of your dividends or
distributions in Common Shares. However, all participants will pay a pro rata
share of brokerage commissions incurred by the Plan Agent when it makes open
market purchases.
Automatically reinvesting dividends and distributions does not mean that
you do not have to pay income taxes due upon receiving dividends and
distributions.
The Fund reserves the right to amend or terminate the Plan if change seems
desirable to the Board of Trustees. There is no direct service charge to
participants in the Plan; however, the Fund reserves the right to amend the
Plan to include a service charge payable by the participants. Additional
information about the Plan may be obtained from Chase Global Funds Services
Company, P.O. Box 5186, Bowling Green Station, New York, NY 10275-0672
(regular mail) or 4 New York Plaza, 6th Floor, New York, NY 10004 (for
overnight carriers), (800) 257-8787.
DESCRIPTION OF SHARES
Common Shares
The Declaration authorizes the issuance of an unlimited number of Common
Shares, par value $.01 per share. All Common Shares have equal rights to the
payment of dividends and the distribution of assets upon liquidation. Common
Shares will, when issued, be fully paid and, subject to matters discussed in
"Certain Provisions in the Declaration of Trust," non-assessable, and will
have no preemptive or conversion rights or rights to cumulative voting.
Whenever MuniPreferred Shares are outstanding, Common Shareholders will not be
entitled to receive any distributions from the Fund unless all accrued
dividends on MuniPreferred Shares have been paid, and unless asset coverage
(as defined in the 1940 Act) with respect to MuniPreferred Shares would be at
least 200% after giving effect to the distributions. See "MuniPreferred
Shares" below.
The Fund has applied to list the Common Shares on the New York Stock
Exchange. The Fund intends to hold annual meetings of shareholders so long as
the Common Shares are listed on a national securities exchange and such
meetings are required as a condition to such listing.
The Fund's net asset value per share generally increases when interest
rates decline, and decreases when interest rates rise, and these changes are
likely to be greater in the case of a fund having a leveraged capital
structure. Net asset value will be reduced immediately following the offering
by the amount of the organization and offering expenses paid by the Fund. See
"Use of Proceeds."
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<PAGE>
Unlike open-end funds, closed-end funds, like the Fund, do not continuously
offer shares and do not provide daily redemptions. Rather, if a shareholder
determines to buy additional shares or sell shares already held, the
shareholder may conveniently do so by trading on the exchange through a broker
or otherwise. Shares of closed-end investment companies may frequently trade
on an exchange at prices lower than net asset value. Shares of closed-end
investment companies like the Fund that invest predominately in investment
grade municipal bonds have during some periods traded at prices higher than
net asset value and during other periods have traded at prices lower than net
asset value. Because the market value of the Fund's Common Shares will be
determined by such factors as dividend levels (which are in turn affected by
expenses), call protection, stability, relative demand for and supply of such
shares in the market, general market and economic conditions and other factors
beyond the control of the Fund, the Fund cannot assure you that Common Shares
will trade at a price higher than net asset value in the future. The Common
Shares are designed primarily for long-term investors, and investors in the
Common Shares should not view the Fund as a vehicle for trading purposes. See
"MuniPreferred Shares and Leverage" and the Statement of Additional
Information under "Repurchase of Fund Shares; Conversion to Open-End Fund."
MuniPreferred Shares
The Declaration authorizes the issuance of an unlimited number of
MuniPreferred Shares, par value $.01 per share, in one or more classes or
series, with rights as determined by the Board of Trustees, by action of the
Board of Trustees without the approval of the Common Shareholders.
The Fund's Board of Trustees has indicated its intention to authorize an
offering of MuniPreferred Shares (representing approximately 35% of the Fund's
capital immediately after the time the MuniPreferred Shares are issued)
approximately three to six months after completion of the offering of Common
Shares. Any such decision is subject to market conditions and to the Board's
continuing belief that leveraging the Fund's capital structure through the
issuance of MuniPreferred Shares is likely to achieve the benefits to the
Common Shareholders described in this Prospectus. Although the terms of the
MuniPreferred Shares will be determined by the Board of Trustees (subject to
applicable law and the Fund's Declaration) if and when it authorizes a
MuniPreferred Shares offering, the Board has stated that the initial series of
MuniPreferred Shares would likely pay cumulative dividends at rates determined
over relatively shorter-term periods (such as 7 days), by providing for the
periodic redetermination of the dividend rate through an auction or
remarketing procedure. The Board of Trustees has indicated that the preference
on distribution, liquidation preference, voting rights and redemption
provisions of the MuniPreferred Shares will likely be as stated below.
Limited Issuance of MuniPreferred Shares. Under the 1940 Act, the Fund
could issue MuniPreferred Shares with an aggregate liquidation value of up to
one-half of the net asset value of the Fund's portfolio, measured immediately
after issuance of the MuniPreferred Shares. "Liquidation value" means the
original purchase price of the shares being liquidated plus any accrued and
unpaid dividends. In addition, the Fund is not permitted to declare any cash
dividend or other distribution on its Common Shares unless the liquidation
value of the MuniPreferred shares is more than one-half of the net asset value
of the Fund's portfolio (determined after deducting the amount of such
dividend or distribution) immediately after the distribution. If the Fund
sells all the Common Shares and MuniPreferred Shares discussed in this
Prospectus, the liquidation value of the MuniPreferred Shares is expected to
be approximately 35% of the net asset value of the Fund's portfolio. The Fund
intends to purchase or redeem MuniPreferred Shares, if necessary, to keep that
fraction below one-half.
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<PAGE>
Distribution Preference. The MuniPreferred Shares have complete priority
over any other class of shares of the Fund as to distribution of assets.
Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Fund, holders of
MuniPreferred Shares will be entitled to receive a preferential liquidating
distribution (expected to equal the original purchase price per share plus
accumulated and unpaid dividends thereon, whether or not earned or declared)
before any distribution of assets is made to holders of Common Shares.
Voting Rights. MuniPreferred Shares are required to be voting shares and to
have equal voting rights with Common Shares. Except as otherwise indicated in
this Prospectus or the Statement of Additional Information and except as
otherwise required by applicable law, holders of MuniPreferred Shares will
vote together with Common Shareholders as a single class.
Holders of MuniPreferred Shares, voting as a separate class, will be
entitled to elect two of the Fund's trustees. The remaining trustees will be
elected by Common Shareholders and holders of MuniPreferred Shares, voting
together as a single class. In the unlikely event that two full years of
accrued dividends are unpaid on the MuniPreferred Shares, the holders of
MuniPreferred Shares, voting as a separate class, will be entitled to elect a
majority of the Fund's trustees until all dividends in arrears have been paid
or declared and set apart for payment. In order for the Fund to take certain
actions or enter into certain transactions, a separate class vote of holders
of MuniPreferred Shares will be required, in addition to the single class vote
of the holders of MuniPreferred Shares and Common Shares. See the Statement of
Additional Information under "Description of Shares--MuniPreferred Shares--
Voting Rights."
Redemption, Purchase and Sale of MuniPreferred Shares. The terms of the
MuniPreferred Shares may provide that they are redeemable at certain times, in
whole or in part, at the original purchase price per share plus accumulated
dividends. The terms may also state that the Fund may tender for or purchase
MuniPreferred Shares and resell any shares so tendered. Any redemption or
purchase of MuniPreferred Shares by the Fund will reduce the leverage
applicable to Common Shares, while any resale of shares by the Fund will
increase such leverage. See "MuniPreferred Shares and Leverage."
The discussion above describes the Board of Trustees' present intention
with respect to a possible offering of MuniPreferred Shares. If the Board of
Trustees determines to authorize such an offering, the terms of the
MuniPreferred Shares may be the same as, or different from, the terms
described above, subject to applicable law and the Fund's Declaration.
CERTAIN PROVISIONS IN THE DECLARATION OF TRUST
Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Fund. However, the
Declaration contains an express disclaimer of shareholder liability for debts
or obligations of the Fund and requires that notice of such limited liability
be given in each agreement, obligation or instrument entered into or executed
by the Fund or the trustees. The Declaration further provides for
indemnification out of the assets and property of the Fund for all loss and
expense of any shareholder held personally liable for the obligations of the
Fund. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund would be
unable to meet its obligations. The Fund believes that the likelihood of such
circumstances is very remote.
The Declaration includes provisions that could limit the ability of other
entities or persons to acquire control of the Fund. Specifically, the
Declaration requires a vote by holders of at least two-thirds
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<PAGE>
of the Common Shares and MuniPreferred Shares, voting together as a single
class, except as described below, to authorize (1) a conversion of the Fund
from a closed-end to an open-end investment company, (2) a merger or
consolidation of the Fund, or a series or class of the Fund, with any
corporation, association, trust or other organization or a reorganization or
recapitalization of the Fund, or a series or class of the Fund, (3) a sale,
lease or transfer of all or substantially all of the Fund's assets (other than
in the regular course of the Fund's investment activities) or (4) a
termination of the Fund, or a series or class of the Fund, unless such
transaction has already been authorized by the affirmative vote of two-thirds
of the total number of trustees fixed in accordance with the Declaration or
the By-laws, in which case the affirmative vote of the holders of at least a
majority of the Fund's Common Shares and MuniPreferred Shares outstanding at
the time, voting together as a single class, is required, provided, however,
that where only a particular class or series is affected, only the required
vote by the applicable class or series will be required. In the case of the
conversion of the Fund to an open-end investment company, or in the case of
any of the foregoing transactions constituting a plan of reorganization which
adversely affects the holders of MuniPreferred Shares, the action in question
will also require the affirmative vote of the holders of at least two-thirds
of the Fund's MuniPreferred Shares outstanding at the time, voting as a
separate class, or, if such action has been authorized by the affirmative vote
of two-thirds of the total number of trustees fixed in accordance with the
Declaration or the By-laws, the affirmative vote of the holders of at least a
majority of the Fund's MuniPreferred Shares outstanding at the time, voting as
a separate class. The votes required to approve the conversion of the Fund
from a closed-end to an open-end investment company or to approve transactions
constituting a plan of reorganization which adversely affects the holders of
MuniPreferred Shares are higher than those required by the 1940 Act. The Board
of Trustees believes that the provisions of the Declaration relating to such
higher votes are in the best interest of the Fund and its shareholders. See
the Statement of Additional Information under "Certain Provisions in the
Declaration of Trust."
The provisions of the Declaration described above could have the effect of
depriving the Common Shareholders of opportunities to sell their Common Shares
at a premium over net asset value by discouraging a third party from seeking
to obtain control of the Fund in a tender offer or similar transaction. The
overall effect of these provisions is to render more difficult the
accomplishment of a merger or the assumption of control by a third party. They
provide, however, the advantage of potentially requiring persons seeking
control of the Fund to negotiate with its management regarding the price to be
paid and facilitating the continuity of the Fund's investment objectives and
policies. The Board of Trustees of the Fund has considered the foregoing anti-
takeover provisions and concluded that they are in the best interests of the
Fund and its Common Shareholders.
Reference should be made to the Declaration on file with the Securities and
Exchange Commission for the full text of these provisions.
REPURCHASE OF COMMON SHARES; CONVERSION TO OPEN-END FUND
The Fund is a closed-end investment company and as such its shareholders
will not have the right to cause the Fund to redeem their shares. Instead, the
Fund's Common Shares will trade in the open market at a price that will be a
function of several factors, including net asset value and yield. Because
shares of closed-end investment companies may frequently trade at prices lower
than net asset value, the Fund's Board of Trustees has currently determined
that, at least annually, it will consider action that might be taken to reduce
or eliminate any material discount from net asset value in respect of Common
Shares, which may include the repurchase of such shares in the open market or
in private
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<PAGE>
transactions, the making of a tender offer for such shares at net asset value,
or the conversion of the Fund to an open-end investment company. The Fund
cannot assure you that its Board of Trustees will decide to take any of these
actions, or that share repurchases or tender offers will actually reduce
market discount.
If the Fund converted to an open-end company, it would be required to
redeem all MuniPreferred Shares then outstanding (requiring in turn that it
liquidate a portion of its investment portfolio), and the Fund's Common Shares
would no longer be listed on the New York Stock Exchange. In contrast to a
closed-end investment company, shareholders of an open-end investment company
may require the company to redeem their shares at any time (except in certain
circumstances as authorized by or under the 1940 Act) at their net asset
value, less any redemption charge that is in effect at the time of redemption.
See the Statement of Additional Information under "Certain Provisions in the
Declaration of Trust" for a discussion of the voting requirements applicable
to the conversion of the Fund to an open-end company.
Before deciding whether to take any action if the Common Shares trade below
net asset value, the Board would consider all relevant factors, including the
extent and duration of the discount, the liquidity of the Fund's portfolio,
the impact of any action that might be taken on the Fund or its shareholders,
and market considerations. Based on these considerations, even if the Fund's
shares should trade at a discount, the Board of Trustees may determine that,
in the interest of the Fund and its shareholders, no action should be taken.
See the Statement of Additional Information under "Repurchase of Fund Shares;
Conversion to Open-End Fund" for a further discussion of possible action to
reduce or eliminate such discount to net asset value.
TAX MATTERS
Federal Income Tax Matters
The discussion below and in the statement of additional information
provides general tax information related to an investment in the Fund. Because
tax laws are complex and often change, you should consult your tax adviser
about the tax consequences of an investment in the Fund.
The Fund primarily invests in municipal bonds from issuers located in
California or in municipal bonds whose income is otherwise exempt from regular
Federal and California income tax. Consequently, the regular monthly dividends
you receive will be exempt from regular Federal and California income taxes. A
portion of these dividends, however, will likely be subject to the federal
alternative minimum tax ("AMT").
Although the Fund does not seek to realize taxable income or capital gains,
the Fund may realize and distribute taxable income or capital gains from time
to time as a result of the Fund's normal investment activities. The Fund will
distribute at least annually any taxable income or realized capital gains.
Distributions of net short-term gains are taxable as ordinary income.
Distributions of net long-term capital gains are taxable as long-term capital
gains regardless of how long you have owned your investment. Taxable dividends
do not qualify for a dividends received deduction if you are a corporate
shareholder.
Each year, you will receive a year-end statement that describes the tax
status of dividends paid to you during the preceding year, including the
source of investment income by state and the portion of income that is subject
to the AMT. You will receive this statement from the firm where you purchased
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<PAGE>
your Fund shares if you hold your investment in street name; the Fund will
send you this statement if you hold your shares in registered form.
The tax status of your dividends is not affected by whether you reinvest
your dividends or receive them in cash.
In order to avoid corporate taxation of its earnings and to pay tax-free
dividends, the Fund must meet certain I.R.S. requirements that govern the
Fund's sources of income, diversification of assets and distribution of
earnings to shareholders. The Fund intends to meet these requirements. If the
Fund failed to do so, the Fund would be required to pay corporate taxes on its
earnings and all your distributions would be taxable as ordinary income. In
particular, in order for the Fund to pay tax-free dividends, at least 50% of
the value of the Fund's total assets must consist of tax-exempt obligations.
The Fund intends to meet this requirement. If the Fund failed to do so, it
would not be able to pay tax-free dividends and your distributions
attributable to interest received by the Fund from any source would be taxable
as ordinary income.
The Fund may be required to withhold 31% of certain of your dividends if
you have not provided the Fund with your correct taxpayer identification
number (normally your Social Security number), or if you are otherwise subject
to back-up withholding. If you receive Social Security benefits, you should be
aware that tax-free income is taken into account in calculating the amount of
these benefits that may be subject to Federal income tax. If you borrow money
to buy Fund shares, you may not deduct the interest on that loan. Under I.R.S.
rules, Fund shares may be treated as having been bought with borrowed money
even if the purchase of the Fund shares cannot be traced directly to borrowed
money.
If you are subject to the AMT, a portion of your regular monthly dividends
may be taxable.
State and Local Tax Matters
The Fund's regular monthly dividends will not be subject to California
personal income taxes to the extent they are paid out of income earned on
obligations that, when held by individuals, pay interest that is exempt from
tax under California law (e.g., obligations of California and its political
subdivisions), so long as at the close of each quarter of the Fund's taxable
year at least 50 percent of the value of the Fund's total assets consist of
such obligations. The portion of the Fund's monthly dividends that is
attributable to income will be subject to the California income taxes. The
Fund expects to earn no or only a minimal amount of such non-exempt income.
Gain from the sale, exchange or other distribution of Common Shares will be
subject to the California personal income and franchise taxes. You also will
be subject to California personal income taxes to the extent the Fund
distributes any taxable income or realized capital gains, or if you sell or
exchange Common Shares and realize a capital gain on the transaction.
Please refer to the Statement of Additional Information for more detailed
information. You are urged to consult your tax adviser.
OTHER MATTERS
A lawsuit brought in June 1996 (Green et al. v. Nuveen Advisory Corp., et
al.) by certain individual common shareholders of six leveraged closed-end
funds sponsored by Nuveen is currently pending in Federal district court. The
plaintiffs allege that the leveraged closed-end funds engaged in certain
practices that violated various provisions of the 1940 Act and common law. The
plaintiffs also alleged,
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<PAGE>
among other things, breaches of fiduciary duty by the funds' directors and
Nuveen Advisory and various misrepresentations and omissions in prospectuses
and shareholder reports relating to the use of leverage through the issuance
and periodic auctioning of preferred stock and the basis of the calculation
and payment of management fees to Nuveen Advisory and Nuveen. Plaintiffs also
filed a motion to certify defendant and plaintiff classes.
The defendants are vigorously defending the case, have filed motions to
dismiss the entire lawsuit asserting that the claims are without merit, and
oppose certification of any classes. By opinion dated March 30, 1999, the
court granted most of the defendants' motion to dismiss and denied plaintiffs'
motion to certify defendant and plaintiff classes. The court dismissed all
claims against the funds, the funds' directors and Nuveen. The court dismissed
these claims without prejudice (which means that the plaintiffs can re-file
the claims if they can correct the defect that led to the claim being
dismissed) on the ground that the claims should have been brought as
derivative claims on behalf of the funds. The only remaining claim is brought
under Section 36(b) of the 1940 Act against Nuveen Advisory, and relates
solely to advisory fees Nuveen Advisory received from the six relevant funds.
While the Fund cannot assure you that the litigation will be decided in Nuveen
Advisory's favor, Fund management believes a decision, if any, against the
defendants would have no material effect on the Fund or its Common Shares, or
the ability of Nuveen Advisory to perform its duties under the investment
management agreement.
UNDERWRITING
The Underwriters named herein for whom Salomon Smith Barney Inc., 388
Greenwich Street, New York, New York 10013, John Nuveen & Co. Incorporated,
333 W. Wacker Drive, Chicago, Illinois 60606, and are acting as
Representatives (the "Representatives"), have severally agreed, subject to the
terms and conditions contained in the Underwriting Agreement among the Fund,
Nuveen Advisory and the several Underwriters (the "Underwriting Agreement"),
to purchase from the Fund the number of Common Shares set forth below opposite
their respective names.
<TABLE>
<CAPTION>
Number
of
Name Shares
- ---- ------
<S> <C>
Salomon Smith Barney Inc. ...............................................
John Nuveen & Co. Incorporated...........................................
</TABLE>
The Representatives have informed the Fund that the Underwriters do not
intend to confirm Common Shares to any accounts over which they exercise
discretionary authority.
The Underwriters, through their Representatives, have advised the Fund that
they propose to offer the Common Shares initially at the public offering price
set forth on the cover page of this Prospectus less a sales load of per
Common Share ( of the initial public offering price); that the
Underwriters may allow to selected dealers a concession of per Common
Share; and that such dealers may reallow a concession of per Common
Share to certain other dealers. The Underwriters reserve the right to reject
orders in whole or in part. After the initial offering of the Common Shares to
the public, the offering price and other selling terms may be changed by the
Representatives. The Fund is obligated to sell, and the Underwriters are
obligated to purchase, all of the Common Shares offered hereby (other than
shares covered by the overallotment option described below) if any are sold.
Investors must pay for any Common Shares purchased on or before , 1999. [In
connection with this offering, Nuveen may perform clearing services without
charge for brokers and dealers for whom it regularly provides clearing
services.]
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The Fund has granted to the Underwriters an overallotment option,
exercisable within 45 days of this Prospectus, to purchase up to
additional Common Shares at the same price to public as set forth on the cover
page of this Prospectus. The Underwriters may exercise the overallotment
option
solely for the purpose of covering sales they made but could not fill in
connection with the sale of the 100,000 Common Shares offered hereby. To the
extent the Underwriters exercise the overallotment option, each of the
Underwriters will be obligated, subject to certain conditions, to purchase the
same proportion of such additional shares as the number of shares set forth
opposite such underwriter's name in the preceding table bears to the total
number of shares set forth in such table.
The Fund and Nuveen Advisory have each agreed to indemnify the several
Underwriters or contribute to losses arising out of certain liabilities,
including liabilities under the Securities Act.
The Fund has agreed to pay the Underwriters as partial reimbursement
of expenses incurred in connection with the offering. Nuveen Advisory has
agreed to pay all organizational expenses and offering costs (other than sales
load) that exceed $0.02 per share.
In connection with the requirements for listing the Fund's Common Shares on
the New York Stock Exchange, the Underwriters have undertaken to sell lots of
100 or more Common Shares to a minimum of 2,000 beneficial owners in the
United States. The minimum investment requirement is 100 Common Shares.
Prior to the offering, there has been no public market for the Common
Shares. Consequently, the initial public offering price has been determined by
negotiation between the Fund, Nuveen Advisory and the Representatives. The
Common Shares have been approved for listing on the New York Stock Exchange,
subject to official notice of issuance. [Salomon Smith Barney Inc. may make a
market in the Common Shares after trading in the Common Shares has commenced
on the New York Stock Exchange. Salomon Smith Barney Inc., however, is not
obligated to conduct market-making activities and any such activities may be
discontinued at any time without notice, at the sole discretion of Salomon
Smith Barney Inc. No assurance can be given as to the liquidity of, or the
trading market for, the Common Shares as a result of any market-making
activities undertaken by Salomon Smith Barney Inc. This Prospectus is to be
used by Salomon Smith Barney Inc. in connection with the offering and with
offers and sales of the Common Shares in market-making transaction in the
over-the-counter market at negotiated prices related to prevailing market
prices at the time of the sale.]
The Underwriters have advised the Fund that, pursuant to Regulation M under
the Securities Exchange Act of 1934, as amended, certain persons participating
in the offering may engage in transactions, including stabilizing bids,
covering transactions or the imposition of penalty bids, which may have the
effect of stabilizing or maintaining the market price of the Common Shares at
a level above that which might otherwise prevail in the open market. A
"stabilizing bid" is a bid for or the purchase of the Common Shares on behalf
of an Underwriter for the purpose of fixing or maintaining the price of the
Common Shares. A "covering transaction" is a bid for or purchase of the Common
Shares on behalf of an Underwriter to reduce a short position incurred by the
Underwriters in connection with the offering. A "penalty bid" is a contractual
arrangement whereby if the Underwriters purchase Common Shares in the open
market for the account of the underwriting syndicate and the Common Shares
purchased can be traced to a particular underwriter or member of the selling
group, the underwriting syndicate may require the underwriter or selling group
member in question to purchase the Common Shares in question at the cost price
to the syndicate or may recover from (or decline to pay to) the underwriter or
selling group in question any or all compensation applicable to the
26
<PAGE>
Common Shares in question. As a result, an underwriter or selling group member
and, in turn, brokers may lose the fees that they otherwise would have earned
from a sale of the Common Shares if their customer resells the Common Shares
while the penalty bid is in effect. The Underwriters are not required to
engage in any of these activities, and any such activities, if commenced, may
be discontinued at any time.
The Underwriting Agreement provides that it may be terminated in the
absolute discretion of the Representatives without liability on the part of
any underwriter to the Fund or Nuveen Advisory if, prior to delivery of and
payment for the Common Shares, (i) trading in the Fund's Common Shares shall
have been suspended by the Securities and Exchange Commission or the New York
Stock Exchange or trading in securities generally on the New York Stock
Exchange shall have been suspended or limited, (ii) additional material
governmental restrictions not in force on the date of the Underwriting
Agreement have been imposed upon trading in securities generally or a general
moratorium on commercial banking activities in New York shall have been
declared by either Federal or state authorities or (iii) any outbreak or
escalation of hostilities or other international or domestic calamity, crisis
or change in political, financial or economic conditions, occurs, the effect
of which is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to commence or continue the offering of the
Common Shares at the offering price to the public set forth on the cover page
of the Prospectus or to enforce contracts for the resale of the Common Shares
by the Underwriters.
Representatives that sell at least a specified number of shares will share
in the syndicate management fee based on the respective number of shares sold
by them.
The Fund anticipates that from time to time the Representatives of the
Underwriters and certain other Underwriters may act as brokers or dealers in
connection with the execution of the Fund's portfolio transactions after they
have ceased to be Underwriters and, subject to certain restrictions, may act
as brokers while they are Underwriters.
The Fund has agreed not to offer or sell any additional Common Shares for a
period of 180 days after the date of this Prospectus, without the prior
written consent of Salomon Smith Barney Inc.
John Nuveen & Co. Incorporated, one of the Representatives of the
Underwriters, is the parent company of Nuveen Advisory.
CUSTODIAN AND TRANSFER AGENT
The custodian of the assets of the Fund is The Chase Manhattan Bank, 4 New
York Plaza, New York, NY 10004-2413. The Custodian performs custodial, fund
accounting and portfolio accounting services. The Fund's transfer, shareholder
services and dividend paying agent is Chase Global Funds Services Company,
P.O. Box 5186, Bowling Green Station, New York, NY 10275-0672 (regular mail)
or 4 New York Plaza, 6th Floor, New York, NY 10004 (for overnight couriers).
LEGAL OPINIONS
Certain legal matters in connection with the Common Shares will be passed
upon for the Fund by Bell, Boyd & Lloyd, Chicago, Illinois, and for the
Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP Boston,
Massachusetts. Bell, Boyd & Lloyd and Skadden, Arps, Slate, Meagher & Flom LLP
will rely as to certain matters of Massachusetts law on the opinion of Bingham
Dana LLP, Boston, Massachusetts and as to certain matters of California law on
the opinion of Orrick, Herrington & Sutcliffe LLP, San Francisco, California.
27
<PAGE>
TABLE OF CONTENTS FOR THE
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
Page
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<S> <C>
Use of Proceeds.................................................... B-2
Investment Objectives and Policies................................. B-2
Investment Policies and Techniques................................. B-5
Other Investment Policies and Techniques........................... B-21
Management of the Fund............................................. B-23
Investment Adviser................................................. B-27
Portfolio Transactions............................................. B-28
Distributions...................................................... B-29
Description of Shares.............................................. B-30
Certain Provisions in the Declaration of Trust..................... B-33
Repurchase of Fund Shares; Conversion to Open-End Fund............. B-34
Tax Matters........................................................ B-36
Performance Related and Comparative Information.................... B-36
Experts............................................................ B-40
Additional Information............................................. B-40
Report of Independent Auditors..................................... B-41
Financial Statements............................................... B-42
Ratings of Investments (Appendix A)................................ A-1
Taxable Equivalent Yield Table (Appendix B)........................ B-1
Hedging Strategies and Risks (Appendix C).......................... C-1
</TABLE>
28
<PAGE>
APPENDIX A
SPECIAL CONSIDERATION RELATING TO CALIFORNIA
Because the Fund primarily purchases municipal bonds from California, the
Fund also bears investment risk from economic, political or regulatory changes
that could adversely affect municipal bond issuers in the state and therefore
the value of the Fund's investment portfolio. The following discussion of
special state considerations was obtained from official offering statements of
these issuers and has not been independently verified by the Fund. The
discussion includes general state tax information related to an investment in
Common Shares. Because tax laws are complex and often change, you should
consult your tax adviser about the state tax consequences of investing in the
Fund. See the statement of additional information for further information.
California
California's economy, the largest in the nation, is undergoing a slow,
steady growth following a recession from mid-1990 to late 1993 in which the
construction, manufacturing and financial services industries were adversely
affected, job losses were severe, and substantial, broad-based revenue
shortfalls affected both the state and local governments. The state's 1997
unemployment rate was 6.3% and average personal income was $26,570.
California's general obligation bonds are rated A1 by Moody's and A+ by
Standard and Poor's.
The taxing authority of California's governmental entities is limited due
to the adoption of "Proposition 13" and other amendments to the California
Constitution. Proposition 13, adopted by voters in 1978, limits to 1% of full
cash value the rate of ad valorem property taxes on real property and
generally restricts the reassessment of property to 2% per year, except upon
new construction or change of ownership (subject to a number of exemptions).
Because the basic 1% ad valorem tax levy is applied against the assessed value
of property as of the owner's date of acquisition, the amount of tax on
similarly situated properties varies widely. The state and local governments
are also subject to annual "appropriations limits" imposed by Article XIIIB of
the California Constitution, which limits the state and local governments from
spending the proceeds of tax revenues, regulatory licenses, user charges or
other fees beyond imposed appropriations limits which are adjusted annually to
reflect changes in cost of living and population. Revenues in excess of the
limitations are measured over a two year cycle. Local governments must return
any excess to taxpayers by rate reductions; the state must refund 50% of any
excess, with the other 50% paid to schools and community colleges. A 1986
initiative statute called "Proposition 62" requires either a majority or two-
thirds voter approval for any increase in general or special taxes. Court
decisions had struck down most of Proposition 62, but the California Supreme
Court upheld its constitutionality in September 1995. Many aspects of the
decision, such as whether it applies retroactively, remain unclear, but its
future effect will be to further limit the fiscal flexibility of many local
governments. The complex and ambiguous nature of the foregoing limitations
makes it impossible to fully determine their impact on California municipal
bonds or the ability of the state and local governments to pay debt services
on California municipal bonds.
On November 5, 1996, California voters approved Proposition 218 which added
Articles XIIIC and XIIID to the California Constitution, imposing certain vote
requirements and other limitations on the imposition of new or increased and
in some cases existing taxes, assessments and property related fees and
charges. Proposition 218 also extends the initiative power to include the
reduction or repeal of any local taxes, assessments, fees and charges. This
extension of the initiative power is not limited to taxes
A-1
<PAGE>
imposed on or after the effective date of Proposition 218, and could result in
the retroactive repeal or reduction in any existing taxes, assessments, fees
or charges. If such a repeal or reduction occurs in a particular California
entity, the financial condition of that entity may be adversely impacted and
rating down grades and/or defaults may result. Additionally, the voter
approval requirement reduces the financial flexibility of local governments to
deal with fiscal problems by limiting the ability to increase taxes,
assessments, fees or charges. In some cases, this loss of flexibility may, and
in fact has, been cited as the reason for rating downgrades. No assurances can
be given that California entities will be ale to raise taxes to meet future
spending requirements. In addition, at this time it is not clear exactly how
Proposition 218 will be interpreted by a court.
California is estimated to end its 1996-1997 fiscal year with a general
fund surplus of approximately $763 million, of which $312 million is reserved
for economic uncertainties reducing the accumulated budget deficit to
approximately $1.14 billion. As a result of the improved revenues, the state's
cash position has substantially recovered. Only $3 billion of cash flow
borrowing was needed during 1996-97, and about $3 billion is projected for
1997-98, with no external borrowing over the end of the fiscal year. The
Governor's proposed budget for 1997-98 projects $52.0 billion of revenues and
transfers, and $51.7 billion of expenditures, resulting in a budget reserve at
June 30, 1998 of about $580 million. A number of issues related to the 1997-98
budget still have to b resolved, including additional school funding and the
Governor's proposals for future health and welfare cuts.
California's finances have dramatically improved since 1994 and the economy
has further diversified. However, should the financial condition of California
deteriorate again, its credit ratings could be further reduced, and the market
value and marketability of all outstanding notes and bonds issued by
California, its public authorities or local governments could be adversely
affected.
A-2
<PAGE>
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- -------------------------------------------------------------------------------
No dealer, salesperson or other person has been authorized to give any infor-
mation or to make any representation not contained in this Prospectus and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Fund or any Underwriter. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction.
-------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
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<S> <C>
Prospectus Summary......................................................... 3
Summary of Fund Expenses................................................... 7
The Fund................................................................... 8
Use of Proceeds............................................................ 8
The Fund's Investments..................................................... 8
MuniPreferred Shares and Leverage.......................................... 11
Risks...................................................................... 12
How the Fund Manages Risks................................................. 14
Management of the Fund..................................................... 16
Net Asset Value............................................................ 17
Distributions.............................................................. 18
Dividend Reinvestment Plan................................................. 18
Description of Shares...................................................... 19
Certain Provisions in the Declaration of Trust............................. 21
Repurchase of Fund Shares; Conversion to Open-End Fund..................... 22
Tax Matters................................................................ 23
Other Matters.............................................................. 24
Underwriting............................................................... 25
Custodian and Transfer Agent............................................... 27
Legal Opinions............................................................. 27
Table of Contents for the Statement of Additional Information.............. 28
Special Considerations Relating to California (Appendix A)................. A-1
</TABLE>
-------------
Until (25 days from the date of this Prospectus), all dealers that
effect transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a Prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Shares
Nuveen California
Dividend Advantage
Municipal Fund
Common Shares
------------------------
PROSPECTUS
------------------------
Salomon Smith Barney
John Nuveen & Co.
Incorporated
, 19
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
The information in this Statement of Additional Information is not complete
and may be changed. No person may sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
Statement of Additional Information is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
<PAGE>
SUBJECT TO COMPLETION--DATED APRIL 16, 1999
Nuveen California Dividend Advantage Municipal Fund
STATEMENT OF ADDITIONAL INFORMATION
Nuveen California Dividend Advantage Municipal Fund (the "Fund") is a newly
organized, closed-end, diversified management investment company. On _______,
1999, the name of the Fund was changed from Nuveen California Municipal
Advantage Fund to Nuveen California Dividend Advantage Municipal Fund. The
Fund's investment objective is to provide current income exempt from regular
Federal and California income tax, and enhance portfolio value relative to the
municipal bond market by investing in tax-exempt municipal bonds that, in the
opinion of the Fund's investment adviser, are underrated or undervalued or that
represent municipal market sectors that are undervalued. This Statement of
Additional Information relating to Common Shares does not constitute a
prospectus, but should be read in conjunction with the Prospectus relating
thereto dated _______________ (the "Prospectus"). This Statement of Additional
Information does not include all information that a prospective investor should
consider before purchasing Common Shares, and investors should obtain and read
the Prospectus prior to purchasing such shares. A copy of the Prospectus may be
obtained without charge by calling (800) 257-8787. You may also obtain a copy of
the Prospectus on the Securities and Exchange Commission's web site
(http://www.sec.gov). Capitalized terms used but not defined in this Statement
of Additional Information have the meanings ascribed to them in the Prospectus.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Use of Proceeds.......................................................... B-2
Investment Objectives and Policies....................................... B-2
Investment Policies and Techniques....................................... B-5
Other Investment Policies and Techniques................................. B-21
Management of the Fund................................................... B-23
Investment Adviser....................................................... B-27
Portfolio Transactions................................................... B-28
Distributions............................................................ B-29
Description of Shares.................................................... B-30
Certain Provisions in the Declaration of Trust........................... B-33
Repurchase of Fund Shares; Conversion to Open-End Fund................... B-34
Tax Matters.............................................................. B-36
Performance Related and Comparative Information.......................... B-40
Experts.................................................................. B-40
Additional Information................................................... B-40
Report of Independent Auditors........................................... B-41
Financial Statements..................................................... B-42
Ratings of Investments (Appendix A)...................................... A-1
Taxable Equivalent Yield Table (Appendix B).............................. B-1
Hedging Strategies and Risks (Appendix C)................................ C-1
</TABLE>
This Statement of Additional Information is dated __________________, 19______
<PAGE>
USE OF PROCEEDS
The net proceeds of the offering of Common Shares will be approximately
$_______ ($_______ if the Underwriters exercise the over-allotment option in
full) after payment of organization and offering costs. Nuveen Advisory has
agreed to pay all organizational expenses and offering costs (other than sales
load) that exceed $0.02 per Common Share.
Pending investment in municipal bonds that meet the Fund's investment
objectives and policies, the net proceeds of the offering will be invested in
high quality, short-term tax-exempt money market securities or in high quality
municipal bonds with relatively low volatility (such as pre-refunded and
intermediate-term bonds), to the extent such securities are available. If
necessary to invest fully the net proceeds of the offering immediately, the Fund
may also purchase, as temporary investments, short-term taxable investments of
the type described under "Investment Objectives and Policies--Portfolio
Investments," the income on which is subject to regular Federal income tax and
securities of other open or closed-end investment companies that invest
primarily in municipal bonds of the type in which the Fund may invest
directly.
INVESTMENT OBJECTIVES AND POLICIES
The Fund's investment objective is to provide current income exempt from
regular Federal and California income tax and enhance portfolio value relative
to the municipal bond market by investing in tax-exempt municipal bonds that
Nuveen Advisory Corp. ("Nuveen Advisory") believes are underrated or undervalued
or that represent municipal market sectors that are undervalued. Underrated
municipal bonds are those whose ratings do not, in Nuveen Advisory's opinion,
reflect their true creditworthiness. Municipal bonds may be underrated because
of the time that has elapsed since their rating was assigned or reviewed, or
because of positive factors that may not have been fully taken into account by
rating agencies, or for other similar reasons. Undervalued municipal bonds are
bonds that, in Nuveen Advisory's opinion, are worth more than the value assigned
to them in the marketplace. Nuveen Advisory may at times believe that bonds
associated with a particular municipal market sector (for example, electric
utilities), or issued by a particular municipal issuer, are undervalued. Nuveen
Advisory may purchase such a bond for the Fund's portfolio because it represents
a market sector or issuer that Nuveen Advisory considers undervalued, even if
the value of the particular bond is consistent with the value of similar bonds.
Municipal bonds of particular types or purposes (e.g., hospital bonds,
industrial revenue bonds or bonds issued by a particular municipal issuer) may
be undervalued because there is a temporary excess of supply in that market
sector, or because of a general decline in the market price of municipal bonds
of the market sector for reasons that do not apply to the particular municipal
bonds that are considered undervalued.
The Fund's investment in underrated or undervalued municipal bonds will be
based on Nuveen Advisory's belief that their prices will ultimately reflect
their true creditworthiness. The Fund attempts to increase its portfolio value
relative to the municipal bond market by prudent selection of municipal bonds,
regardless of which direction the market may move. Any capital appreciation
realized by the Fund will generally result in the distribution of taxable
capital gains to Fund shareholders. The Fund's investment objectives are
fundamental policies of the Fund.
B-2
<PAGE>
The Fund has not established any limit on the percentage of its portfolio
that may be invested in municipal bonds subject to the alternative minimum tax
provisions of Federal tax law, and the Fund expects that a substantial portion
of the income it produces will be includable in alternative minimum taxable
income. Common Shares therefore would not ordinarily be a suitable investment
for investors who are subject to the Federal alternative minimum tax. The
suitability of an investment in Common Shares will depend upon a comparison of
the after-tax yield likely to be provided from the Fund with that from
comparable tax-exempt investments not subject to the alternative minimum tax,
and from comparable fully taxable investments, in light of each such investor's
tax position. Special considerations apply to corporate investors. See "Tax
Matters."
Investment Restrictions
Except as described below, the Fund, as a fundamental policy, may not,
without the approval of the holders of a majority of the outstanding Common
Shares and MuniPreferred Shares voting together as a single class, and of the
holders of a majority of the outstanding MuniPreferred Shares voting as a
separate class:
(1) Issue senior securities, as defined in the Investment Company
Act of 1940, other than MuniPreferred Shares, except to the extent
permitted under the Investment Company Act of 1940, except as otherwise
described under "Financial Futures and Options Transactions" in the
Prospectus;
(2) Borrow money, except from banks for temporary or emergency
purposes or for repurchase of its shares, and then only in an amount not
exceeding one-third of the value of the Fund's total assets (including the
amount borrowed) less the Fund's liabilities (other than borrowings);
(3) Act as underwriter of another issuer's securities, except to
the extent that the Fund may be deemed to be an underwriter within the
meaning of the Securities Act of 1933 in connection with the purchase and
sale of portfolio securities;
(4) Invest more than 25% of its total assets in securities of
issuers in any one industry; provided, however, that such limitation shall
not apply to municipal bonds other than those municipal bonds backed only
by the assets and revenues of non-governmental users;
(5) Purchase or sell real estate, but this shall not prevent the
Fund from investing in municipal bonds secured by real estate or interests
therein or foreclosing upon and selling such security;
(6) 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,
derivative instruments or from investing in securities or other instruments
backed by physical commodities);
(7) Make loans, other than by entering into repurchase agreements
and through the purchase of municipal bonds or short-term investments in
accordance with its investment objectives, policies and limitations;
B-3
<PAGE>
(8) Invest more than 5% of its total assets in securities of any
one issuer, except that this limitation shall not apply to bonds issued by
the United States Government, its agencies and instrumentalities or to the
investment of 25% of its total assets.
For purposes of the foregoing and "Description of Shares--MuniPreferred
Shares--Voting Rights" below, "majority of the outstanding," when used with
respect to particular shares of the Fund, means (i) 67% or more of the shares
present at a meeting, if the holders of more than 50% of the shares are present
or represented by proxy, or (ii) more than 50% of the shares, whichever is less.
For the purpose of applying the limitation set forth in subparagraph (8)
above, an issuer shall be deemed the sole issuer of a security when its assets
and revenues are separate from other governmental entities and its securities
are backed only by its assets and revenues. Similarly, in the case of a non-
governmental user, such as an industrial corporation or a privately owned or
operated hospital, if the security is backed only by the assets and revenues of
the non-governmental user, then such non-governmental user would be deemed to be
the sole issuer. Where a security is also backed by the enforceable obligation
of a superior or unrelated governmental or other entity (other than a bond
insurer), it shall also be included in the computation of securities owned that
are issued by such governmental or other entity. Where a security is guaranteed
by a governmental entity or some other facility, such as a bank guarantee or
letter of credit, such a guarantee or letter of credit would be considered a
separate security and would be treated as an issue of such government, other
entity or bank. When a municipal bond is insured by bond insurance, it shall not
be considered a security that is issued or guaranteed by the insurer; instead,
the issuer of such municipal bond will be determined in accordance with the
principles set forth above. The foregoing restrictions do not limit the
percentage of the Fund's assets that may be invested in municipal bonds insured
by any given insurer.
Under the Investment Company Act of 1940, the Fund may invest only up to
10% of its total assets in the aggregate in shares of other shares of other
investment companies and only up to 5% of its total assets in any one investment
company, provided the investment does not represent more than 3% of the voting
stock of the acquired investment company at the time such shares are purchased.
As a stockholder in any investment company, the Fund will bear its ratable share
of that investment company's expenses, and would remain subject to payment of
the Fund's management, advisory and administrative fees with respect to assets
so invested. Common Shareholders would therefore be subject to duplicative
expenses to the extent the Fund invests in other investment companies. In
addition, the securities of other investment companies may also be leveraged and
will therefore be subject to the same leverage risks described herein. As
described in the Prospectus in the section entitled "Risks", the net asset value
and market value of leveraged shares will be more volatile and the yield to
shareholders will tend to fluctuate more than the yield generated by unleveraged
shares.
In addition to the foregoing fundamental investment policies, the Fund is
also subject to the following non-fundamental restrictions and policies, which
may be changed by the Board of Trustees. The Fund may not:
(1) 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.
(2) Purchase securities of open-end or closed-end investment
companies except in compliance with the Investment Company Act of 1940 or
any exemptive relief obtained thereunder.
(3) 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.
B-4
<PAGE>
(4) Purchase securities when borrowings exceed 5% of its total assets
if and so long as MuniPreferred Shares are outstanding.
(5) Purchase securities of companies for the purpose of exercising
control.
(6) Invest in inverse floating rate securities (which are securities
that pay interest at rates that vary inversely with changes in prevailing
short-term tax-exempt interest rates and which represent a leveraged
investment in an underlying municipal bond).
The restrictions and other limitations set forth above will apply only at
the time of purchase of securities and will not be considered violated unless an
excess or deficiency occurs or exists immediately after and as a result of an
acquisition of securities.
The Fund intends to apply for ratings for the MuniPreferred Shares from
Moody's and/or S&P. In order to obtain and maintain the required ratings, the
Fund may be required to comply with investment quality, diversification and
other guidelines established by Moody's or S&P. Such guidelines will likely be
more restrictive than the restrictions set forth above. The Fund does not
anticipate that such guidelines would have a material adverse effect on the
Fund's Common Shareholders or its ability to achieve its investment objectives.
The Fund presently anticipates that any MuniPreferred Shares that it intends to
issue would be initially given the highest ratings by Moody's ("Aaa") or by S&P
("AAA"), but no assurance can be given that such ratings will be obtained. No
minimum rating is required for the issuance of MuniPreferred Shares by the Fund.
Moody's and S&P receive fees in connection with their ratings issuances.
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Fund's
investment objectives, policies, and techniques that are described in the
Prospectus.
Investment in Municipal Bonds
Portfolio Investments
The Fund will invest its net assets in a diversified portfolio of municipal
bonds that are exempt from regular Federal and California income tax. Under
normal market conditions, and except for the temporary investments described
below, the Fund expects to be fully invested (at least 95% of its assets) in
such tax-exempt municipal bonds. The Fund will invest at least 80% of its net
assets in investment grade quality municipal bonds rated as such at the time of
investment. Investment grade quality means that such bonds are rated within the
four highest grades (Baa or BBB or better) by Moody's, S&P or Fitch or are
unrated but judged to be of comparable quality by Nuveen Advisory. The Fund may
invest up to 20% of its net assets in municipal bonds that are, at the time of
investment, rated Ba/BB or B by Moody's, S&P or Fitch or that are unrated but
judged to be of comparable quality by Nuveen Advisory. Bonds of below investment
grade quality (Ba/BB or below) are commonly referred to as "junk bonds." Issuers
of bonds rated Ba/BB or B are regarded as having current capacity to make
principal and interest payments but are subject to business, financial or
economic conditions which could adversely affect such payment capacity. The
foregoing policies are fundamental policies of the Fund. Municipal bonds rated
Baa or BBB are considered "investment grade" securities; municipal bonds rated
Baa are considered medium grade obligations which lack outstanding investment
characteristics and have speculative characteristics, while municipal bonds
rated BBB are regarded as having adequate capacity to pay principal and
interest. Municipal bonds rated AAA in which the Fund may invest may have been
so rated on the basis of the existence of insurance guaranteeing the
B-5
<PAGE>
timely payment, when due, of all principal and interest. Municipal bonds of
below investment grade quality are obligations of issuers that are considered
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal according to the terms of the obligation and, therefore,
carry greater investment risk, including the possibility of issuer default and
bankruptcy and increased market price volatility. Municipal bonds rated below
investment grade tend to be less marketable than higher-quality bonds because
the market for them is less broad. The market for unrated municipal bonds is
even narrower. During periods of thin trading in these markets, the spread
between bid and asked prices is likely to increase significantly and the Fund
may have greater difficulty selling its portfolio securities. The Fund will be
more dependent on Nuveen Advisory's research and analysis when investing in
these securities.
A general description of Moody's, S&P's and Fitch's ratings of municipal
bonds is set forth in Appendix A hereto. The ratings of Moody's, S&P and Fitch
represent their opinions as to the quality of the municipal bonds they rate. It
should be emphasized, however, that ratings are general and are not absolute
standards of quality. Consequently, municipal bonds with the same maturity,
coupon and rating may have different yields while obligations of the same
maturity and coupon with different ratings may have the same yield.
The Fund will primarily invest in municipal bonds with long-term maturities
in order to maintain a weighted average maturity of 15-30 years, but the average
weighted maturity may be shortened from time to time depending on market
conditions. As a result, the Fund's portfolio at any given time may include both
long-term and intermediate-term municipal bonds. Moreover, during temporary
defensive periods (e.g., times when, in Nuveen Advisory's opinion, temporary
imbalances of supply and demand or other temporary dislocations in the tax-
exempt bond market adversely affect the price at which long-term or
intermediate-term municipal bonds are available), and in order to keep cash on
hand fully invested, including the period during which the net proceeds of the
offering are being invested, the Fund may invest any percentage of its assets in
short-term investments including high quality, short-term securities which may
be either tax-exempt or taxable and securities of other open or closed-end
investment companies that invest primarily in municipal bonds of the type in
which the Fund may invest directly. The Fund intends to invest in taxable short-
term investments only in the event that suitable tax-exempt temporary
investments are not available at reasonable prices and yields. Tax-exempt
temporary investments include various obligations issued by state and local
governmental issuers, such as tax-exempt notes (bond anticipation notes, tax
anticipation notes and revenue anticipation notes or other such municipal bonds
maturing in three years or less from the date of issuance) and municipal
commercial paper. The Fund will invest only in taxable temporary investments
which are U.S. Government securities or securities rated within the highest
grade by Moody's, S&P or Fitch, and which mature within one year from the date
of purchase or carry a variable or floating rate of interest. See Appendix A for
a general description of Moody's, S&P's and Fitch's ratings of securities in
such categories. Taxable temporary investments of the Fund may include
certificates of deposit issued by U.S. banks with assets of at least $1 billion,
or commercial paper or corporate notes, bonds or debentures with a remaining
maturity of one year or less, or repurchase agreements. See "Certain Trading
Strategies of The Fund--Repurchase Agreements." To the extent the Fund invests
in taxable investments, the Fund will not at such times be in a position to
achieve its investment objective of tax-exempt income.
The foregoing policies as to ratings of portfolio investments will apply
only at the time of the purchase of a security, and the Fund will not be
required to dispose of securities in the event
B-6
<PAGE>
Moody's, S&P or Fitch downgrades its assessment of the credit characteristics of
a particular issuer.
Nuveen Advisory seeks to enhance portfolio value relative to the municipal
bond market by investing in tax-exempt municipal bonds that it believes are
underrated or undervalued or that represent municipal market sectors that are
undervalued. Underrated municipal bonds are those whose ratings do not, in
Nuveen Advisory's opinion, reflect their true value. Undervalued municipal bonds
are bonds that, in Nuveen Advisory's opinion, are worth more than the value
assigned to them in the marketplace. Nuveen Advisory may at times believe that
bonds associated with a particular municipal market sector (for example,
electric utilities) , or issued by a particular municipal issuer, are
undervalued. Nuveen Advisory may purchase such a bond for the Fund's portfolio
because it represents a market sector or issuer that Nuveen Advisory considers
undervalued, even if the value of the particular bond is consistent with the
value of similar bonds. Municipal bonds of particular types or purposes (e.g.,
hospital bonds, industrial revenue bonds or bonds issued by a particular
municipal issuer) may be undervalued because there is a temporary excess of
supply in that market sector, or because of a general decline in the market
price of municipal bonds of the market sector for reasons that do not apply to
the particular municipal bonds that are considered undervalued. The Fund's
investment in underrated or undervalued municipal bonds will be based on Nuveen
Advisory's belief that their prices will ultimately reflect their true
value.
The Fund has not established any limit on the percentage of its portfolio
investments that may be invested in municipal bonds subject to the alternative
minimum tax provisions of Federal tax law. The Fund expects that a substantial
portion of the current income it produces will be included in alternative
minimum taxable income. Special considerations apply to corporate investors.
See "Tax Matters."
Also included within the general category of municipal bonds described in
the Prospectus are participations in lease obligations or installment purchase
contract obligations (hereinafter collectively called "Municipal Lease
Obligations") of municipal authorities or entities. Although a Municipal Lease
Obligation does not constitute a general obligation of the municipality for
which the municipality's taxing power is pledged, a Municipal Lease Obligation
is ordinarily backed by the municipality's covenant to budget for, appropriate
and make the payments due under the Municipal Lease Obligation. However,
certain Municipal Lease Obligations contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated for such purpose
on a yearly basis. In the case of a "non-appropriation" lease, the Fund's
ability to recover under the lease in the event of non-appropriation or default
will be limited solely to the repossession of the leased property, without
recourse to the general credit of the lessee, and disposition or releasing of
the property might prove difficult. In order to reduce this risk, the Fund will
only purchase Municipal Lease Obligations where Nuveen Advisory believes the
issuer has a strong incentive to continue making appropriations until maturity.
During temporary defensive periods and in order to keep the Fund's cash
fully invested, including the period during which the net proceeds of the
offering are being invested, the Fund may invest up to 100% of its net assets in
short-term investments including high quality, short-term securities that may be
either tax-exempt or taxable. To the extent the Fund invests in
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taxable short-term investments, the Fund will not at such times be in a position
to achieve that portion of its investment objective of seeking current income
exempt from Federal income tax. For further information, see, "Short-Term
Investments" below.
Obligations of issuers of municipal bonds are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of
creditors, such as the Bankruptcy Reform Act of 1978. In addition, the
obligations of such issuers may become subject to the laws enacted in the future
by Congress, state legislatures or referenda extending the time for payment of
principal or interest, or both, or imposing other constraints upon enforcement
of such obligations or upon municipalities to levy taxes. There is also the
possibility that, as a result of legislation or other conditions, the power or
ability of any issuer to pay, when due, the principal of and interest on its
municipal bonds may be materially affected.
The Fund may also invest in securities of other open or closed-end
investment companies that invest primarily in municipal bonds of the type in
which the Fund may invest directly. The Fund will generally select obligations
which may not be redeemed at the option of the issuer for approximately seven to
nine years .
Short-Term Investments
Short-Term Taxable Fixed Income Securities
For temporary defensive purposes or to keep cash on hand fully invested,
the Fund may invest up to 100% of its total assets in cash equivalents and
short-term taxable fixed-income securities, although the Fund intends to invest
in taxable short-term investments only in the event that suitable tax-exempt
short-term investments are not available at reasonable prices and yields. Short-
term taxable fixed income investments are defined to include, without
limitation, the following:
(1) U.S. government securities, including bills, notes and bonds
differing as to maturity and rates of interest that are either issued or
guaranteed by the U.S. Treasury or by U.S. government agencies or
instrumentalities. U.S. government agency securities include securities
issued by (a) the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, and the Government National Mortgage Association, whose
securities are supported by the full faith and credit of the United States;
(b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right of
the agency to borrow from the U.S. Treasury; (c) the Federal National
Mortgage Association, whose securities are supported by the discretionary
authority of the U.S. government to purchase certain obligations of the
agency or instrumentality; and (d) the Student Loan Marketing Association,
whose securities are supported only by its credit. While the U.S.
government provides financial support to such U.S. government-sponsored
agencies or instrumentalities, no assurance can be given that it always
will do so since it is not so obligated by law. The U.S. government, its
agencies, and instrumentalities do not guarantee the market value of their
securities. Consequently, the value of such securities may fluctuate.
(2) Certificates of Deposit issued against funds deposited in a bank
or a savings and loan association. Such certificates are for a definite
period of time, earn a specified rate of return, and are normally
negotiable. The issuer of a certificate of deposit agrees to pay the amount
deposited plus interest to the bearer of the certificate on the dated
specified thereon. Under current FDIC regulations, the maximum insurance
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payable as to any one certificate of deposit is $100,000; therefore,
certificates of deposit purchased by the Fund may not be fully insured.
(3) Repurchase agreements, which involve purchases of debt securities.
At the time the Fund purchases securities pursuant to a repurchase
agreement, it simultaneously agrees to resell and redeliver such securities
to the seller, who also simultaneously agrees to buy back the securities at
a fixed price and time. This assures a predetermined yield for the Fund
during its holding period, since the resale price is always greater than
the purchase price and reflects an agreed-upon market rate. Such actions
afford an opportunity for the Fund to invest temporarily available cash.
The Fund may enter into repurchase agreements only with respect to
obligations of the U.S. government, its agencies or instrumentalities;
certificates of deposit; or bankers' acceptances in which the Fund may
invest. Repurchase agreements may be considered loans to the seller,
collateralized by the underlying securities. The risk to the Fund is
limited to the ability of the seller to pay the agreed-upon sum on the
repurchase date; in the event of default, the repurchase agreement provides
that the Fund is entitled to sell the underlying collateral. If the value
of the collateral declines after the agreement is entered into, and if the
seller defaults under a repurchase agreement when the value of the
underlying collateral is less than the repurchase price, the Fund could
incur a loss of both principal and interest. The investment adviser
monitors the value of the collateral at the time the action is entered into
and at all times during the term of the repurchase agreement. The
investment adviser does so in an effort to determine that the value of the
collateral always equals or exceeds the agreed-upon repurchase price to be
paid to the Fund. If the seller were to be subject to a federal bankruptcy
proceeding, the ability of the Fund to liquidate the collateral could be
delayed or impaired because of certain provisions of the bankruptcy laws.
(4) Commercial paper, which consists of short-term unsecured
promissory notes, including variable rate master demand notes issued by
corporations to finance their current operations. Master demand notes are
direct lending arrangements between the Fund and a corporation. There is no
secondary market for such notes. However, they are redeemable by the Fund
at any time. The investment adviser will consider the financial condition
of the corporation (e.g., earning power, cash flow, and other liquidity
ratios) and will continuously monitor the corporation's ability to meet all
of its financial obligations, because the Fund's liquidity might be
impaired if the corporation were unable to pay principal and interest on
demand. Investments in commercial paper will be limited to commercial paper
rated in the highest categories by a major rating agency and which mature
within one year of the date of purchase or carry a variable or floating
rate of interest.
Short-Term Tax-Exempt Fixed Income Securities
Short-term tax-exempt fixed-income securities are securities that are
exempt from regular federal income tax and mature within three years or less
from the date of issuance. Short-term tax-exempt fixed income securities are
defined to include, without limitation, the following:
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Bond Anticipation Notes ("BANs") are usually general obligations of state
and local governmental issuers which are sold to obtain interim financing for
projects that will eventually be funded through the sale of long-term debt
obligations or bonds. The ability of an issuer to meet its obligations on its
BANs is primarily dependent on the issuer's access to the long-term municipal
bond market and the likelihood that the proceeds of such bond sales will be used
to pay the principal and interest on the BANs.
Tax Anticipation Notes ("TANs") are issued by state and local governments
to finance the current operations of such governments. Repayment is generally
to be derived from specific future tax revenues. TANs are usually general
obligations of the issuer. A weakness in an issuer's capacity to raise taxes
due to, among other things, a decline in its tax base or a rise in
delinquencies, could adversely affect the issuer's ability to meet its
obligations on outstanding TANs.
Revenue Anticipation Notes ("RANs") are issued by governments or
governmental bodies with the expectation that future revenues from a designated
source will be used to repay the notes. In general, they also constitute
general obligations of the issuer. A decline in the receipt of projected
revenues, such as anticipated revenues from another level of government, could
adversely affect an issuer's ability to meet its obligations on outstanding
RANs. In addition, the possibility that the revenues would, when received, be
used to meet other obligations could affect the ability of the issuer to pay the
principal and interest on RANs.
Construction Loan Notes are issued to provide construction financing for
specific projects. Frequently, these notes are redeemed with funds obtained
from the Federal Housing Administration.
Bank Notes are notes issued by local government bodies and agencies as
those described above to commercial banks as evidence of borrowings. The
purposes for which the notes are issued are varied but they are frequently
issued to meet short-term working capital or capital-project needs. These notes
may have risks similar to the risks associated with TANs and RANs.
Tax-Exempt Commercial Paper ("Municipal Paper") represents very short-term
unsecured, negotiable promissory notes, issued by states, municipalities and
their agencies. Payment of principal and interest on issues of municipal paper
may be made from various sources, to the extent the funds are available
therefrom. Maturities or municipal paper generally will be shorter than the
maturities of TANs, BANs or RANs. There is a limited secondary market for
issues of Municipal Paper.
Certain municipal bonds may carry variable or floating rates of interest
whereby the rate of interest is not fixed but varies with changes in specified
market rates or indices, such as a bank prime rate or a tax-exempt money market
indexes.
While the various types of notes described above as a group represent the
major portion of the tax-exempt note market, other types of notes are
occasionally available in the marketplace and the Fund may invest in such other
types of notes to the extent permitted under its investment objectives, policies
and limitations. Such notes may be issued for different purposes and may be
secured differently from those mentioned above.
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Hedging Strategies
The Fund may periodically engage in hedging transactions. Hedging is a term
used for various methods of seeking to preserve portfolio capital value of
offsetting price changes in one investment through making another investment
whose price should tend to move in the opposite direction. It may be desirable
and possible in various market environments to partially hedge the portfolio
against fluctuations in market value due to interest rate fluctuations by
investment in financial futures and index futures as well as related put and
call options on such instruments. Both parties entering into an index or
financial futures contract are required to post an initial deposit of 1% to 5%
of the total contract price. Typically, option holders enter into offsetting
closing transactions to enable settlement in cash rather than take delivery of
the position in the future of the underlying security. The Fund will only sell
covered futures contracts, which means that the Fund segregates assets equal to
the amount of the obligations.
These transactions present certain risks. In particular, the imperfect
correlation between price movements in the futures contract and price movements
in the securities being hedged creates the possibility that losses on the hedge
by the Fund may be greater than gains in the value of the securities in the
Fund's portfolio. In addition, futures and options markets may not be liquid in
all circumstances. As a result, in volatile markets, the Fund may not be able to
close out the transaction without incurring losses substantially greater than
the initial deposit. Finally, the potential deposit requirements in futures
contracts create an ongoing greater potential financial risk than do options
transactions, where the exposure is limited to the cost of the initial premium.
Losses due to hedging transactions will reduce yield. Net gains, if any, from
hedging and other portfolio transactions will be distributed as taxable
distributions to shareholders. The Fund will not make any investment (whether an
initial premium or deposit or a subsequent deposit) other than as necessary to
close a prior investment if, immediately after such investment, the sum of the
amount of its premiums and deposits would exceed 5% of the Fund's net assets.
The Fund will invest in these instruments only in markets believed by Nuveen
Advisory to be active and sufficiently liquid. For further information regarding
these investment strategies and risks presented thereby, see Appendix C to this
Statement of Additional Information.
Factors Pertaining to California
Except to the extent the Fund invests in temporary investments, the Fund
will invest substantially all of its assets in California municipal bonds. The
Fund is therefore susceptible to political, economic or regulatory factors
affecting issuers of California municipal bonds.
These include the possible adverse effects of certain California
constitutional amendments, legislative measures, voter initiatives and other
matters that are described below. The following information provides only a
brief summary of the complex factors affecting the financial situation in
California (the "State") and is derived from sources that are generally
available to investors and is believed to be accurate. No independent
verification has been made of the accuracy or completeness of any of the
following information. It is based in part on information obtained from various
State and local agencies in California or contained in Official Statements for
various California municipal bonds.
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During the early 1990's, California experienced significant financial
difficulties, which reduced its credit standing, but the State's finances have
improved since 1994. The ratings of certain related debt of other issuers for
which California has an outstanding lease purchase, guarantee or other
contractual obligation (such as for state-insured hospital bonds) are generally
linked directly to California's rating. Should the financial condition of
California deteriorate again, its credit ratings could be further reduced, and
the market value and marketability of all outstanding notes and bonds issued by
California, its public authorities or local governments could be adversely
affected.
Economic Overview
Total personal income in the State, at an estimated $800 billion in 1996,
accounts for almost 13% of all personal income in the nation. Total employment
is over $15.6 million, the majority of which is in the service, trade and
manufacturing sectors.
Unemployment has declined dramatically from its 10% recession peak and is
rapidly approaching the national level. Economic indicators show a steady and
strong recovery underway in California since the start of 1994, particularly in
the export-related industries, services, electronics, entertainment and tourism.
The recovery in export-related industries has been dampened somewhat by the
economic crisis in Asia.
Constitutional Limitations on Taxes, Other Charges and Appropriations
Limitation on Property Taxes. Certain California municipal bonds may be
obligations of issuers which rely in whole or in part, directly or indirectly,
on ad valorem property taxes as a source of revenue. The taxing powers of
California local governments and districts are limited by Article XIIIA of the
California Constitution, enacted by the voters in 1978 and commonly known as
"Proposition 13." Briefly, Article XIIIA limits to 1% of full cash value the
rate of ad valorem property taxes on real property and generally restricts the
reassessment of property to 2% per year, except upon new construction or change
of ownership (subject to a number of exemptions). Taxing entities may, however,
raise ad valorem taxes above the 1% limit to pay debt service on voter-approved
bonded indebtedness.
Under Article XIIIA, the basic 1% ad valorem tax levy is applied against
the assessed value of property as of the owner's date of acquisition (or as of
March 1, 1975, if acquired earlier), subject to certain adjustments. This
system has resulted in widely varying amounts of tax on similarly situated
properties. Several lawsuits have been filed challenging the acquisition-based
assessment system of Proposition 13, but it was upheld by the U.S. Supreme Court
in 1992.
Article XIIIA prohibits local governments from raising revenues through ad
valorem property taxes above the 1% limit; it also requires voters of any
governmental unit to give two-thirds approval to levy any "special tax." Court
decisions, however, allowed a non-voter approved levy of "general taxes" which
were not dedicated to a specific use.
Limitation on Other Taxes, Fees and Charges. On November 5, 1996, the
voters of the State approved Proposition 218, called the "Right to Vote on Taxes
Act." Proposition 218 added Articles XIIIC and XIIID to the State Constitution,
which contain a number of provisions
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affecting the ability of local agencies to levy and collect both existing and
future taxes, assessments, fees and charges.
Article XIIIC requires that all new or increased local taxes be submitted
to the electorate before they become effective. Taxes for general governmental
purposes require a majority vote and taxes for specific purposes require a two-
thirds vote. Further, any general purpose tax which was imposed, extended or
increased without voter approval after December 31, 1994 must be approved by a
majority vote within two years.
Article XIIID contains several new provisions making it generally more
difficult for local agencies to levy and maintain "assessments" for municipal
services and programs. Article XIIID also contains several new provisions
affecting "fees" and "charges", defined for purposes of Article XIIID to mean
"any levy other than an ad valorem tax, a special tax, or an assessment, imposed
by a local government upon a parcel or upon a person as an incident of property
ownership, including a user fee or charge for a property related service." All
new and existing property related fees and charges must conform to requirements
prohibiting, among other things, fees and charges which generate revenues
exceeding the funds required to provide the property related service or are used
for unrelated purposes. There are new notice, hearing and protest procedures
for levying or increasing property related fees and charges, and, except for
fees or charges for sewer, water and refuse collection services (or fees for
electrical and gas service, which are not treated as "property related" for
purposes of Article XIIID), no property related fee or charge may be imposed or
increased without majority approval by the property owners subject to the fee or
charge or, at the option of the local agency, two-thirds voter approval by the
electorate residing in the affected area.
In addition to the provisions described above, Article XIIIC removes
limitations on the initiative power in matters of local taxes, assessments, fees
and charges. Consequently, local voters could, by future initiative, repeal,
reduce or prohibit the future imposition or increase of any local tax,
assessment, fee or charge. It is unclear how this right of local initiative may
be used in cases where taxes or charges have been or will be specifically
pledged to secure debt issues.
The interpretation and application of Proposition 218 will ultimately be
determined by the courts with respect to a number of matters, and it is not
possible at this time to predict with certainty the outcome of such
determinations. Proposition 218 is generally viewed as restricting the fiscal
flexibility of local governments, and for this reason, some ratings of
California cities and counties have been, and others may be, reduced.
Appropriations Limits. The State and its local governments are subject to
an annual "appropriations limit" imposed by Article XIIIB of the California
Constitution, enacted by the voters in 1979 and significantly amended by
Propositions 98 and 111 in 1988 and 1990, respectively. Article XIIIB prohibits
the State or any covered local government for spending "appropriations subject
to limitation" in excess of the appropriations limit imposed. "Appropriations
subject to limitation" are authorizations to spend "proceeds of taxes," which
consist of tax revenues and certain other funds, including proceeds from
regulatory licenses, user charges or other fees, to the extent that such
proceeds exceed the cost of providing the product or service, but "proceeds of
taxes" exclude most State subventions to local governments. No limit
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is imposed on appropriations of funds which are not "proceeds of taxes," such as
reasonable user charges or fees, and certain other non-tax funds, including bond
proceeds.
Among the expenditures not included in the Article XIIIB appropriations
limit are (1) the debt service cost of bonds issued or authorized prior to
January 1, 1979, or subsequently authorized by the voters, (2) appropriations
arising from certain emergencies declared by the Governor, (3) appropriations
for certain capital outlay projects, (4) appropriations by the State of post-
1989 increases in gasoline taxes and vehicle weight fees, and (5) appropriations
made in certain cases of emergency.
The appropriations limit for each year is adjusted annually to reflect
changes in cost of living and population, and any transfers of service
responsibilities between government units. The definitions for such adjustments
were liberalized in 1990 to follow more closely growth in the State's economy.
"Excess" revenues are measured over a two year cycle. Local governments
must return any excess to taxpayers by rate reductions. The State must refund
50% of any excess, with the other 50% paid to schools and community colleges.
With more liberal annual adjustment factors since 1988, and depressed revenues
since 1990 because of the recession, few governments are currently operating
near their spending limits, but this condition may change over time. Local
governments may by voter approval exceed their spending limits for up to four
years. During fiscal year 1986-87, State receipts from proceeds of taxes
exceeded its appropriations limit by $1.1 billion, which was returned to
taxpayers. Since that year, appropriations subject to limitation have been
under the State limit. State appropriations were $7.0 billion under the limit
for fiscal year 1996-97.
Because of the complex nature of the Articles XIIIA, XIIIB, XIIIC and XIIID
of the California Constitution, the ambiguities and possible inconsistencies in
their terms, and the impossibility of predicting future appropriations or
changes in population and cost of living, and the probability of continuing
legal challenges, it is not currently possible to determine fully the impact of
these Articles on California municipal bonds or on the ability of the State or
local governments to pay debt service on such California municipal bonds. It is
not possible, at the present time, to predict the outcome of any pending
litigation with respect to the ultimate scope, impact or constitutionality of
these Articles, or the impact of any such determinations upon State agencies or
local governments, or upon their ability to pay debt service on their
obligations. Future initiatives or legislative changes in laws or the
California Constitution may also affect the ability of the State or local
issuers to repay their obligations.
Obligations of the State of California
Under the California Constitution, debt service on outstanding general
obligations bonds is the second charge to the General Fund after support of the
public school system and public institutions of higher education. As of June
30, 1997, the State had outstanding approximately $17.95 billion of long-term
general obligations bonds, plus $781 million of general obligation commercial
paper which will be refunded by long-term bonds in the future, and $6.1 billion
of lease-purchase debt supported by the State General Fund. The State also had
about $7.5 billion
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of authorized and unissued general obligation bonds. In FY 1996-97, debt service
on general obligation bonds and lease purchase bonds was approximately 5.0% of
General Fund revenues.
Recent Financial Results
The principal sources of General Fund revenues in 1996-97 were the
California personal income tax (27% of total revenues), the sales and use tax
(24%) and bank and corporation taxes (7%). The State maintains a Special Fund
for Economic Uncertainties (the "SFEU"), derived from General Fund revenues, as
a reserve to meet cash needs of the General Fund, but which is required to be
replenished as soon as sufficient revenues are available. During the 1997
fiscal year the SFEU was fully depleted. However, the robust economy should
afford the State the ability to appropriate funds to the SFEU in the near term.
General. Throughout the 1980's, State spending increased rapidly as the
State population and economy also grew rapidly, including increased spending for
many assistance programs to local governments, which were constrained by
Proposition 13 and other laws. The largest State program is assistance to local
public school districts. In 1988, an initiative (Proposition 98) was enacted
which (subject to suspension by a two-thirds vote of the Legislature and the
Governor) guarantees local school districts and community college districts a
minimum share of State General Fund revenues (currently about 35%).
Since the start of the 1990-91 fiscal year, the State has faced adverse
economic, fiscal, and budget conditions. The economic recession seriously
affected State tax revenues. It also caused increased expenditures for health
and welfare programs. As a result of the strengthening State economy, General
Fund revenue growth is now outpacing the costs associated with many of the
larger programs supported by the General Fund. However, the State will face
additional challenges in coming years by the expected need to substantially
increase capital and operating funds for State infrastructure needs, as well as
corrections resulting from a "Three Strikes" law enacted in 1994.
Recent Budgets. As a result of these factors, among others, from the late
1980's until 1992-93, the State had a period of nearly chronic budget imbalance,
with expenditures exceeding revenues in four out of six years, and the State
accumulated and sustained a budget deficit in the budget reserve, the SFEU
approaching $2.8 billion at its peak at June 30, 1993. Starting in the 1990-91
Fiscal Year and for each year thereafter, each budget required multibillion
dollar actions to bring projected revenues and expenditures into balance and to
close large "budget gaps" which were identified. The Legislature and the
Governor eventually agreed on a number of different steps to produce Budget Acts
in the Years 1991-92 to 1995-96 (although not all of these actions were taken in
each year):
. significant cuts in health and welfare program expenditures;
. transfers of program responsibilities and some funding sources
from the State to local governments, coupled with some reduction in
mandates on local government;
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. transfer of about $3.6 billion in annual local property tax revenues
from cities, counties, redevelopment agencies and some other districts to
local school districts, thereby reducing state funding for schools;
. reduction in growth of support for higher education programs, coupled
with increases in student fees;
. revenue increases (particularly in the 1992-92 Fiscal Year budget),
most of which were for a short duration;
. increased reliance on aid from the federal government to offset the
costs of incarcerating, educating and providing health and welfare
services to undocumented aliens (although these efforts have produced
much less federal aid than the State Administration had requested); and
. various one-time adjustment and accounting charges.
Despite these budget actions, the effects of the recession led to large
unanticipated deficits in the SFEU, as compared to projected positive balances.
By the start of the 1993-94 Fiscal Year, the accumulated deficit was so large
(almost $2.8 billion) that it was impractical to budget to retire it in one
year, so a two-year program was implemented, using the issuance of revenue
anticipation warrants to carry a portion of the deficit over the end of the
fiscal year. When the economy failed to recover sufficiently in 1993-94, a
second two-year plan was implemented in 1994-95, to carry the final retirement
of the deficit into 1995-96.
The combination of stringent budget actions cutting State expenditures, and
the turnaround of the economy by late 1993, finally led to the restoration of
positive financial results. While General Fund revenues and expenditures were
essentially equal in FY 1992-93 (following two years of excess expenditures over
revenues), the General Fund had positive operating results in FY 1993-94, 1994-
95, and 1995-96 which have reduced the accumulated budget deficit to about $70
million as of June 30, 1996.
A consequence of the accumulated budget deficits in the early 1990's,
together with other factors such as disbursement of funds to local school
districts "borrowed" from future fiscal years and hence not shown in the annual
budget, was to significantly reduce the State's cash resources available to pay
its ongoing obligations. When the Legislature and the Governor failed to adopt a
budget for the 1992-93 Fiscal year by July 1, 1992, which would have allowed the
State to carry out its normal annual cash flow borrowing to replenish its cash
reserves, the State Controller was forced to issue approximately $3.8 billion of
registered warrants ("IOUs") over a 2-month period to pay a variety of
obligations presenting prior years' or continuing appropriations, and mandates
from court orders.
The State's cash condition became so serious that from late spring 1992
until 1995, the State had to rely on issuance of short term notes which matured
in a subsequent fiscal year to finance its ongoing deficit, and pay current
obligations. With the repayment of the last of these deficit notes in April,
1996, the State does not plan to rely further on external borrowing across
fiscal years, but will continue its normal cash flow borrowings during a fiscal
year.
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The 1997-98 Budget Act was signed by the Governor on August 18, 1997,
together with related implementing bills. The total budget package authorized
State expenditures of $67.2 billion. This total spending includes $52.8 billion
from the General Fund (an 8 percent increased from 1996-97) and $14.4 billion
from special funds (a 6.1 percent increase). The 1997-98 Budget Act included
significant increases in education spending and a major reform to the State's
welfare program. In other areas, the budget includes relatively few new
initiatives and fairly limited changes to program funding. This was due to the
decision to repay the Public Employee's Retirement (PERS) to $1.2 billion. The
repayment resulted from a court ruling which declared unconstitutional the
General Fund's deferral of State contributions to the retirement fund in the
early 1990s.
The following are principal features of the 1997-98 Budget Act:
1. No tax cuts were included in the final budget. The Legislature
rejected the Governor's proposal for reduction in personal and
corporate income tax rates.
2. Major increases in K-12 education. The Budget would use the increased
funding to expand the class size reduction program to a fourth grade
and significantly increased local revenue limit funding.
3. The University of California, California State University and
California Community Colleges would receive additional funding with no
fee increases.
4. A major welfare reform program of CalWORKs (California Work
Opportunity and Responsibility to Kids Program) was funded. It
includes time limits on aid for adults, participation requirements for
adults, expanded child care and job training service, and various
county fiscal incentives.
5. The budget funded inmate caseload and contains no money for new
prisons. In addition, the budget assumed $94 million more in federal
funds than the amount in the Governor's budget to offset the State's
cost of supervising undocumented felons.
The Department of Finance has reported that, based on stronger than
expected revenues during the first nine months of the 1997-98 fiscal year,
reflecting the continued strength of the State's economic recovery, General Fund
revenues are $301 million above projections.
Proposed 1998-99 Budget. On January 9, 1998, the Governor released his
proposed budget for FY 1998-99. Assuming continuing strength in the economy, the
Governor projects General Fund revenues (including transfers) to be $55.4
billion and proposed expenditures to be $55.4 billion, leaving a budget reserve
in the SFEU of $296 million at June 30, 1999. The Governor proposed further
programs emphasizing education, public safety, and economic development.
Although the State's strong economy is producing record revenues to the
State government, the State's budget continues to be under stress from mandated
spending on education, a rising prison population, and social needs of a growing
population with many immigrants. These factors which limit State spending growth
also put pressure on local
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governments. There can be no assurances that, if economic conditions weaken, or
other factors intercede, the State will not experience budget gaps in the
future.
Bond Rating
The ratings on California's long-terms general obligation bonds were
reduced in the early 1900s from "AAA" levels which had existed prior to the
recession. In 1997, Fitch raised their rating of California's general obligation
bonds, which as of May 1998, were assigned ratings of "A+" by Standard & Poor's,
"A1" by Moody's and "AA-" by Fitch.
There can be no assurance that such ratings will be maintained in the
future. It should be noted that the creditworthiness of obligations issued by
local California issuers may be unrelated to the creditworthiness of obligations
issued by the State of California, and that there is no obligation on the part
of the State to make payment on such local obligations in the event of default.
Legal Proceedings
The State is involved in certain legal proceedings (described in the
State's recent financial statements) that, if decided against the State, may
require the State to make significant future expenditures or may substantially
impair revenues. Trial courts have recently entered tentative decisions or
injunctions which would overturn several parts of the state's recent budget
compromises. The matters covered by these lawsuits include reductions in welfare
payments and the use of certain cigarette tax funds for health costs. All of
these cases are subject to further proceedings and appeals, and if California
eventually loses, the final remedies may not have to be implemented in one year.
Obligations of Other Issuers
Other Issuers of California Municipal Bonds
There are a number of state agencies, instrumentalities and political
subdivisions of the State that issue municipal bonds, some of which may be
conduit revenue obligations payable from payments from private borrowers. These
entities are subject to various economic risks and uncertainties, and the credit
quality of the securities issued by them may vary considerably from the credit
quality of obligations backed by the full faith and credit of the State.
State Assistance. Property tax revenues received by local governments
declined more than 50% following passage of Proposition 13. Subsequently, the
California Legislature enacted measures to provide for the redistribution of the
State's General Fund surplus to local agencies, the reallocation of certain
State revenues to local agencies and the assumption of certain governmental
functions by the State to assist municipal issuers to raise revenues. Total
local assistance from the State's General Fund was budgeted as approximately 75%
of General Fund expenditures in recent years, including the effect of
implementing reductions in certain aid programs. To reduce State General Fund
support for school districts, the 1992-93 and 1993-94 Budget Acts caused local
governments to transfer $3.9 billion of property tax revenues to school
districts, representing loss of the post-Proposition 13 "bailout" aid. Local
governments have in return received greater revenues and greater flexibility to
operate health and welfare programs.
B-18
<PAGE>
To the extent the State should be constrained by its Article XIIIB
appropriations limit, or its obligation to conform to Proposition 98, or other
fiscal considerations, the absolute level, or the rate of growth, of State
assistance to local governments may continue to be reduced. Any such reductions
in State aid could compound the serious fiscal constraints already experienced
by many local governments, particularly counties. At least one rural county
(Butte) publicly announced that it might enter bankruptcy proceedings in August
1990, although such plans were put off after the Governor approved legislation
to provide additional funds for the county. Other counties have also indicated
that their budgetary condition is extremely grave. Los Angeles County, the
largest in the State, was forced to make significant cuts in services and
personnel, particularly in the health care system, in order to balance its
budget in 1995-96 and 1996-97. Los Angeles County's debt was downgraded by
Moody's and S&P in the summer of 1995. Orange County, which emerged from Federal
Bankruptcy Court protection in June 1996, has significantly reduced county
services and personnel, and faces strict financial conditions following large
investment fund losses in 1994 which resulted in bankruptcy.
Counties and cities may face further budgetary pressures as a result of
changes in welfare and public assistance programs, which were to be enacted by
June, 1997 in order to comply with federal welfare reform law. It is not yet
known what the overall impact will be on local government finances.
Assessment Bonds. California municipal bonds which are assessment bonds may
be adversely affected by a general decline in real estate values or a slowdown
in real estate sales activity. In many cases, such bonds are secured by land
which is undeveloped at the time of issuance but anticipated to be developed
within a few year after issuance. In the event of such reduction or slowdown,
such development may not occur or may be delayed, thereby increasing the risk of
a default on the bonds. Because the special assignments or taxes securing these
bonds are not the personal liability of the owners of the property assessed, the
lien on the property is the only security for the bonds. Moreover, in most cases
the issuer of these bonds is not required to make payments on the bonds in the
event of delinquency in the payment of assessments or taxes, except from
amounts, if any, in a reserve fund established for the bonds.
California Long Term Lease Obligations. Based on a series of court
decisions, certain long-term lease obligations, though typically payable from
the general fund of the State or a municipality, are not considered
"indebtedness" requiring voter approval. Such leases, however, are subject to
"abatement" in the event the facility being leased is unavailable for beneficial
use and occupancy by the municipality during the term of the lease. Abatement is
not a default, and there may be no remedies available to the holders of the
certificates evidencing the lease obligation in the event abatement occurs. The
most common cases of abatement are failure to complete construction of the
facility before the end of the period during which lease payments have been
capitalized and uninsured casualty losses to the facility (e.g., due to
earthquake). In the event abatement occurs with respect to a lease obligation,
lease payments may be interrupted (if all available insurance proceeds and
reserves are exhausted) and the certificates may not be paid when due.
Litigation is brought from time to time which challenges the constitutionality
of such lease arrangements.
B-19
<PAGE>
Other Considerations
The repayment of industrial development securities secured by real property
may be affected by California laws limiting foreclosure rights of creditors.
Securities backed by healthcare and hospital revenues may be affected by changes
in State regulations governing cost reimbursements to health care providers
under Medi-Cal (the State's Medicaid program), including risks related to the
policy of awarding exclusive contracts to certain hospitals.
Limitations on ad valorem property taxes may particularly affect "tax
allocation" bonds issued by California redevelopment agencies. Such bonds are
secured solely by the increase in assessed valuation of a redevelopment project
are after the start of redevelopment activity. In the event that assessed values
in the redevelopment project decline (e.g., because of a major natural disaster
such as an earthquake), the tax increment revenue may be insufficient to make
principal and interest payments on these bonds. Both Moody's and S&P suspended
ratings on California tax allocation bonds after the enactment of Articles XIIIA
and XIIIB, and only resumed such ratings on a selective basis.
Proposition 87, approved by California voters in 1988, requires that all
revenues produced by a tax rate increase go directly to the taxing entity which
increased such tax rate to repay that entity's general obligation indebtedness.
As a result, redevelopment agencies (which, typically, are the issuers of tax
allocation securities) no longer receive an increase in tax increment when taxes
on property in the project area are increased to repay voter-approved bonded
indebtedness.
The effect of these various constitutional and statutory changes upon the
ability of California municipal securities issuers to pay interest and principal
on their obligations remains unclear. Furthermore, other measures affecting the
taxing or spending authority of California or its political subdivisions may be
approved or enacted in the future. Legislation has been or may be introduced
which would modify existing taxes or other revenue-raising measures or which
either would further limit or, alternatively, would increase the abilities of
state and local governments to impose new taxes or increase existing taxes. It
is not possible, at present, to predict the extent to which any such legislation
will be enacted. Nor is it possible, at present, to determine the impact of any
such legislation on California municipal bonds in which the Fund may invest,
future allocations of state revenues to local governments or the abilities of
state or local governments to pay the interest on, or repay the principal of,
such California municipal bonds.
Substantially all of California is within an active geologic region subject
to major seismic activity. Northern California in 1989 and Southern California
in 1994 experienced major earthquakes causing billions of dollars in damages.
The federal government provided more than $13 billion in aid for both
earthquakes, and neither event is expected to have any long-term negative
economic impact. Any California municipal bond in the Fund could be affected by
an interruption of revenues because of damaged facilities, or, consequently,
income tax deductions for casualty losses or property tax assessment reductions.
Compensatory financial assistance could be constrained by the inability of (i)
an issuer to have obtained earthquake insurance coverage at reasonable rates;
(ii) an insurer to perform on its contracts of insurance in the event
B-20
<PAGE>
of widespread losses; or (iii) the federal or State government to appropriate
sufficient funds within their respective budget limitations.
OTHER INVESTMENT POLICIES AND TECHNIQUES
Illiquid Securities
The Fund may invest in illiquid securities (i.e., securities that are not
readily marketable), including, but not limited to, restricted securities
(securities the disposition of which is restricted under the federal securities
laws), securities that may only be resold pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"); and repurchase
agreements with maturities in excess of seven days.
Restricted securities may be sold only in privately negotiated transactions
or in a public offering with respect to which a registration statement is in
effect under the Securities Act. Where registration is required, the Fund may be
obligated to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the time the Fund
may be permitted to sell a security under an effective registration statement.
If, during such a period, adverse market conditions were to develop, the Fund
might obtain a less favorable price than that which prevailed when it decided to
sell. Illiquid securities will be priced at a fair value as determined in good
faith by the Board of Trustees or its delegate.
Portfolio Trading and Turnover Rate
Portfolio trading may be undertaken to accomplish the investment objectives
of the Fund in relation to actual and anticipated movements in interest rates.
In addition, a security may be sold and another of comparable quality purchased
at approximately the same time to take advantage of what Nuveen Advisory
believes to be a temporary price disparity between the two securities. Temporary
price disparities between two comparable securities may result from supply and
demand imbalances where, for example, a temporary oversupply of certain bonds
may cause a temporarily low price for such bonds, as compared with other bonds
of like quality and characteristics. The Fund may also engage to a limited
extent in short-term trading consistent with its investment objectives.
Securities may be sold in anticipation of a market decline (a rise in interest
rates) or purchased in anticipation of a market rise (a decline in interest
rates) and later sold, but the Fund will not engage in trading solely to
recognize a gain.
Subject to the foregoing, the Fund will attempt to achieve its investment
objectives by prudent selection of municipal bonds with a view to holding them
for investment. While there can be no assurance thereof, the Fund anticipates
that its annual portfolio turnover rate will generally not exceed 10%. However,
the rate of turnover will not be a limiting factor when the Fund deems it
desirable to sell or purchase securities. Therefore, depending upon market
conditions, the annual portfolio turnover rate of the Fund may exceed 100% in
particular years.
Other Investment Companies
The Fund may invest in securities of other open or closed-end investment
companies that have similar investment objectives and policies to the Fund. The
Fund generally expects to invest in other investment companies either during
periods when it has large amounts of uninvested cash, such as the period shortly
after the Fund receives the proceeds of the offering of its Common Shares or
MuniPreferred Shares, or during periods when there is a shortage of attractive,
high-yielding municipal bonds available in the market. As a stockholder in an
investment company, the Fund will bear its ratable share of that investment
company's expenses and would remain subject to payment of the Fund's management,
advisory and administrative fees with respect to assets so invested. Common
Shareholders would therefore be subject to duplicative expenses to the extent
the Fund invests in other investment companies. Nuveen Advisory will take
expenses into account when evaluating the investment merits of an investment in
the investment company relative to available municipal bond investments. In
addition, the securities of other investment companies may also be leveraged and
will therefore be subject to the same leverage risks described herein. As
described in the Prospectus in the section entitled "Risks," the net asset value
and market value of leveraged shares will be more volatile and the yield to
shareholders will tend to fluctuate more than the yield generated by unleveraged
shares.
When-Issued and Delayed Delivery
The Fund may buy and sell municipal bonds on a when-issued or delayed
delivery basis, making payment or taking delivery at a later date, normally
within 15-45 days of the trade date. On such transactions the payment obligation
and the interest rate are fixed at the time the buyer
B-21
<PAGE>
enters into the commitment. Beginning on the date the Fund enters into a
commitment to purchase securities on a when-issued or delayed delivery basis,
the Fund is required under rules of the Securities and Exchange Commission to
maintain in a separate account liquid assets, consisting of cash, cash
equivalents or liquid securities having a market value at all times of at least
equal to the amount of the commitment. Income generated by any such assets which
provide taxable income for Federal income tax purposes is includable in the
taxable income of the Fund. The commitment to purchase securities on a when-
issued or delayed delivery basis may involve an element of risk because no
interest accrues on the bonds prior to settlement and since securities are
subject to market fluctuations, to the purchaser prior to settlement of the
transaction, and at the time of delivery the market value may be less than cost.
Repurchase Agreements
As temporary investments, the Fund may invest in repurchase agreements. A
repurchase agreement is a contractual agreement whereby the seller of securities
(U.S. Government securities or municipal bonds) agrees to repurchase the same
security at a specified price on a future date agreed upon by the parties. The
agreed-upon repurchase price determines the yield during the Fund's holding
period. Repurchase agreements are considered to be loans collateralized by the
underlying security that is the subject of the repurchase contract. Income
generated from transactions in repurchase agreements will be taxable. See "Tax
Matters" for information relating to the allocation of taxable income between
Common Shares and MuniPreferred Shares, if any. The Fund will only enter into
repurchase agreements with registered securities dealers or domestic banks that,
in the opinion of Nuveen Advisory, present minimal credit risk. The risk to the
Fund is limited to the ability of the issuer to pay the agreed-upon repurchase
price on the delivery date; however, although the value of the underlying
collateral at the time the transaction is entered into always equals or exceeds
the agreed-upon repurchase price, if the value of the collateral declines there
is a risk of loss of both principal and interest. In the event of default, the
collateral may be sold but the Fund might incur a loss if the value of the
collateral declines, and might incur disposition costs or experience delays in
connection with liquidating the collateral. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the security,
realization upon the collateral by the Fund may be delayed or limited. Nuveen
Advisory will monitor the value of the collateral at the time the transaction is
entered into and at all times subsequent during the term of the repurchase
agreement in an effort to determine that such value always equals or exceeds the
agreed-upon repurchase price. In the event the value of the collateral declines
below the repurchase price, Nuveen Advisory will demand additional collateral
from the issuer to increase the value of the collateral to at least that of the
repurchase price, including interest.
Zero Coupon Bonds
The Fund may invest in zero coupon bonds. A zero coupon bond is a bond that
does not pay interest for its entire life. The market prices of zero coupon
bonds are affected to a greater extent by changes in prevailing levels of
interest rates and thereby tend to be more volatile in price than securities
that pay interest periodically. In addition, because the Fund accrues income
with respect to these securities prior to the receipt of such interest, it may
have to dispose of portfolio securities under disadvantageous circumstances in
order to obtain cash needed to pay income dividends in amounts necessary to
avoid unfavorable tax consequences.
B-22
<PAGE>
MANAGEMENT OF THE FUND
Trustees and Officers
The management of the Fund, including general supervision of the duties
performed for the Fund under the Management Agreement, is the responsibility of
the Board of Trustees. The number of trustees of the Fund is currently set at
seven, one of whom is an "interested person" (as the term "interested persons"
is defined in the Investment Company Act of 1940) and six of whom are not
"interested persons." The names and business addresses of the trustees and
officers of the Fund and their principal occupations and other affiliations
during the past five years are set forth below, with those trustees who are
"interested persons" of the Fund indicated by an asterisk.
<TABLE>
<CAPTION>
===================================================================================================================================
Positions and Principal Occupations
Name and Address Age Offices with the Fund During Past Five Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Timothy R. Schwertfeger* 50 Chairman and Trustee Chairman since July 1, 1996 of The John Nuveen
333 W. Wacker Drive Company, John Nuveen & Co. Incorporated, Nuveen
Chicago, IL 60606 Advisory Corp. and Nuveen Institutional Advisory
Corp.; prior thereto, Executive Vice President and
Director of The John Nuveen Company, John Nuveen &
Co. Incorporated, Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Chairman and Director
(since January 1997) of Nuveen Asset Management,
Inc.; Director (since 1996) of Institutional
Capital Corporation.
- -----------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner 58 Trustee Private Investor and Management Consultant.
3725 Huntington Street, N.W.
Washington, D.C. 20015
- -----------------------------------------------------------------------------------------------------------------------------------
Lawrence H. Brown 64 Trustee Retired (August 1989) as Senior Vice President of
201 Michigan Avenue The Northern Trust Company.
Highwood, IL 60040
- -----------------------------------------------------------------------------------------------------------------------------------
Anne E. Impellizzeri 66 Trustee Executive Director of Manitoga (Center for Russel
5 Peter Cooper Rd. Wright's Design with Nature); formerly President and
New York, NY 10010 Chief Executive Officer of Blanton-Peale Institute.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
B-23
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
Positions and Principal Occupations
Name and Address Age Offices with the Fund During Past Five Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Peter R. Sawers 66 Trustee Adjunct Professor of Business and Economics,
22 The Landmark University of Dubuque, Iowa; Adjunct Professor, Lake
Northfield, IL 60093 Forest Graduate School of Management, Lake Forest,
Illinois; Chartered Financial Analyst; Certified
Management Consultant.
- -----------------------------------------------------------------------------------------------------------------------------------
William J. Schneider 54 Trustee Senior Partner, Miller-Valentine Partners, Vice
4000 Miller-Valentine Ct. President, Miller-Valentine Group.
P.O. Box 744
Dayton, OH 45401
- -----------------------------------------------------------------------------------------------------------------------------------
Judith M. Stockdale 51 Trustee Executive Director, Gaylord and Dorothy Donnelley
35 E. Wacker Drive Foundation (since 1994); prior thereto, Executive
Suite 2600 Director, Great Lakes Protection Fund (from 1990 to
Chicago, IL 60601 1994).
- -----------------------------------------------------------------------------------------------------------------------------------
Alan G. Berkshire 38 Vice President and Vice President and General Counsel (since September
333 W. Wacker Drive Assistant Secretary 1997) and Secretary (since May 1998) of The John
Chicago, IL 60606 Nuveen Company, John Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp., prior thereto, Partner in the law
firm of Kirkland & Ellis.
- -----------------------------------------------------------------------------------------------------------------------------------
Peter H. D'Arrigo 31 Vice President and Vice President of John Nuveen & Co. Incorporated
333 W. Wacker Drive Treasurer (January 1999), prior thereto, Assistant Vice
Chicago, IL 60606 President (January 1997); formerly, Associate of
John Nuveen & Co. Incorporated; Chartered
Financial Analyst.
- -----------------------------------------------------------------------------------------------------------------------------------
Michael S. Davern 41 Vice President Vice President of Nuveen Advisory Corp. (since
333 W. Wacker Drive January 1997); prior thereto, Vice President and
Chicago, IL 60606 Portfolio Manager of Flagship Financial.
- -----------------------------------------------------------------------------------------------------------------------------------
Lorna C. Ferguson 53 Vice President Vice President of John Nuveen & Co. Incorporated;
333 W. Wacker Drive Vice President (since January 1998) of Nuveen
Chicago, IL 60606 Advisory Corp. and Nuveen Institutional Advisory
Corp.
- -----------------------------------------------------------------------------------------------------------------------------------
William M. Fitzgerald 35 Vice President Vice President of Nuveen Advisory Corp. (since
333 W. Wacker Drive December 1995); Assistant Vice President of Nuveen
Chicago, IL 60606 Advisory Corp. (from September 1992 to December
1995), prior thereto, Assistant Portfolio Manager of
Nuveen Advisory Corp.; Chartered Financial Analyst.
- -----------------------------------------------------------------------------------------------------------------------------------
Stephen D. Foy 44 Vice President and Vice President of John Nuveen & Co. Incorporated;
333 W. Wacker Drive Controller Certified Public Accountant.
Chicago, IL 60606
- -----------------------------------------------------------------------------------------------------------------------------------
J. Thomas Futrell 43 Vice President Vice President of Nuveen Advisory Corp.; Chartered
333 W. Wacker Drive Financial Analyst.
Chicago, IL 60606
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
B-24
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
Positions and Principal Occupations
Name and Address Age Offices with the Fund During Past Five Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard A. Huber 36 Vice President Vice President of Nuveen Institutional Advisory
333 W. Wacker Drive Corp. (since March 1998) and Nuveen Advisory Corp.
Chicago, IL 60606 (since January 1997); prior thereto, Vice President
and Portfolio Manager of Flagship Financial.
- -----------------------------------------------------------------------------------------------------------------------------------
Steven J. Krupa 41 Vice President Vice President of Nuveen Advisory Corp.
333 W. Wacker Drive
Chicago, IL 60606
- -----------------------------------------------------------------------------------------------------------------------------------
Larry W. Martin 47 Vice President and Vice President, Assistant Secretary and Assistant
333 W. Wacker Drive Assistant Secretary General Counsel of John Nuveen & Co. Incorporated;
Chicago, IL 60606 Vice President and Assistant Secretary of Nuveen
Advisory Corp. and Nuveen Institutional Advisory
Corp.; Vice President and Assistant Secretary (since
January 1997) of Nuveen Asset Management, Inc.;
Assistant Secretary of The John Nuveen Company.
- -----------------------------------------------------------------------------------------------------------------------------------
Edward F. Neild, IV 33 Vice President Vice President (since September 1996), previously
333 W. Wacker Drive Assistant Vice President (since December 1993) of
Chicago, IL 60606 Nuveen Advisory Corp., Portfolio Manager prior
thereto; Vice President (since September 1996),
previously Assistant Vice President (since May
1995), of Nuveen Institutional Advisory Corp.,
Portfolio Manager prior thereto; Chartered Financial
Analyst.
- -----------------------------------------------------------------------------------------------------------------------------------
Stephen S. Peterson 41 Vice President Vice President (since September 1997), previously
333 W. Wacker Drive Assistant Vice President (since September 1996) of
Chicago, IL 60606 Nuveen Advisory Corp., Portfolio Manager prior
thereto; Chartered Financial Analyst.
- -----------------------------------------------------------------------------------------------------------------------------------
Stuart W. Rogers 42 Vice President Vice President of John Nuveen & Co. Incorporated.
333 W. Wacker Drive
Chicago, IL 60606
- -----------------------------------------------------------------------------------------------------------------------------------
Thomas C. Spalding, Jr. 47 Vice President Vice President of Nuveen Advisory Corp. and Nuveen
333 W. Wacker Drive Institutional Advisory Corp.; Chartered Financial
Chicago, IL 60606 Analyst.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
B-25
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
Positions and Principal Occupations
Name and Address Age Offices with the Fund During Past Five Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William S. Swanson 33 Vice President Vice President of John Nuveen & Co. Incorporated
333 W. Wacker Drive (since October 1997), prior thereto, Assistant Vice
Chicago, IL 60606 President (since September 1996); formerly,
Associate of John Nuveen & Co. Incorporated;
Chartered Financial Analyst.
- -----------------------------------------------------------------------------------------------------------------------------------
Gifford R. Zimmerman 42 Vice President and Vice President, Assistant Secretary and Associate
333 W. Wacker Drive Secretary General Counsel of John Nuveen & Co. Incorporated;
Chicago, IL 60606 Vice President and Assistant Secretary of Nuveen
Advisory Corp., Vice President and Assistant
Secretary of Nuveen Institutional Advisory Corp.;
Assistant Secretary, The John Nuveen Company (since
May 1994); Chartered Financial Analyst.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Peter R. Sawers and Timothy R. Schwertfeger serve as members of the
Executive Committee of the Board of Trustees. The Executive Committee, which
meets between regular meetings of the Board of Trustees, is authorized to
exercise all of the powers of the Board of Trustees.
Mr. Schwertfeger is also a director or trustee, as the case of may be, of
100 Nuveen open-end and closed-end funds advised by Nuveen Advisory and Nuveen
Institutional Advisory Corp.
The trustees of the Fund are directors or trustees, as the case may be, of
36 open-end funds and 53 Nuveen closed-end funds advised by Nuveen Advisory.
The Common Shareholders will elect trustees at the next annual meeting of
Common Shareholders, unless any MuniPreferred Shares are outstanding at that
time, in which event holders of MuniPreferred Shares, voting as a separate
class, will elect two trustees and the remaining trustees shall be elected by
Common Shareholders and holders of MuniPreferred Shares, voting together as a
single class. Holders of MuniPreferred Shares will be entitled to elect a
majority of the Fund's trustees under certain circumstances. See "Description of
Shares--MuniPreferred Shares--Voting Rights."
B-26
<PAGE>
The following table sets forth compensation to be paid by the Fund
projected through the end of the Fund's first full fiscal year. The Fund has no
retirement or pension plans. The officers and trustees affiliated with Nuveen
serve without any compensation from the Fund.
<TABLE>
<CAPTION>
Estimate Aggregate Estimate Total
Compensation From Compensation From Fund
Name of Trustee Fund* and Fund Complex**
--------------- ------------------ ----------------------
<S> <C> <C>
Robert P. Bremner $132 $68,000(1)
Lawrence H. Brown $143 $74,000
Anne E. Impellizzeri $132 $68,000(2)
Peter R. Sawers $132 $68,000(2)
William J. Schneider $132 $68,000(2)
Judith M. Stockdale $132 $68,000(3)
</TABLE>
---------------------
* Based on the estimated compensation to be earned by the independent
Trustees for the period from inception to the fiscal year ending 10/31/99 for
services to the Fund.
**Based on the estimated compensation paid to the Trustees for the one year
period ending 12/31/99 for services to the open-end and closed-end funds advised
by Nuveen Advisory.
(1) Includes $7,871 in estimated deferred compensation.
(2) Includes $52,470 in estimated deferred compensation.
(3) includes $13,118 in estimated deferred compensation.
The Fund has no employees. Its officers are compensated by Nuveen Advisory
or Nuveen.
INVESTMENT ADVISER
Nuveen Advisory acts as investment adviser to the Fund, with responsibility
for the overall management of the Fund. Its address is 333 West Wacker Drive,
Chicago, Illinois 60606. Nuveen Advisory is also responsible for managing the
Fund's business affairs and providing day-to-day administrative services to the
Fund. For additional information regarding the management services performed by
Nuveen Advisory, see "Management of the Fund" in the Prospectus.
Nuveen Advisory is a wholly-owned subsidiary of Nuveen, which is also the
co-managing underwriter of the Fund's shares. Nuveen is sponsor of the Nuveen
Defined Portfolios, registered unit investment trusts, is the principal
underwriter for the Nuveen Mutual Funds, and has served as co-managing
underwriter for the shares of the Nuveen Exchange-Traded Funds. Over 1,300,000
individuals have invested to date in Nuveen's funds and trusts. Founded in 1898,
Nuveen brings over a century of expertise to the municipal bond market.
According to Strategic Insight, Nuveen is the leading sponsor of exchange-traded
municipal bond funds as measured by number of funds (57) and fund assets under
management ($26 billion). Overall, Nuveen and its affiliates manage more than
$55 billion in assets in a variety of products. Nuveen is a subsidiary of The
John Nuveen Company which, in turn, is approximately 78% owned by The St. Paul
Companies, Inc. ("St. Paul"). St. Paul is located in
B-27
<PAGE>
St. Paul Minnesota, and is principally engaged in providing property-liability
insurance through subsidiaries.
Pursuant to an investment management agreement between Nuveen Advisory and
the Fund, the Fund has agreed to pay for the services and facilities provided by
Nuveen Advisory an annual management fee, payable on a monthly basis, according
to the following schedule:
<TABLE>
<CAPTION>
Average Daily Net Asset Value Management Fee
----------------------------- --------------
<S> <C>
For the first $125 million .6500%
For the next $125 million .6375%
For the next $250 million .6250%
For the next $500 million .6125%
For the next $1billion .6000%
For assets over $2 billion .5750%
</TABLE>
All fees and expenses are accrued daily and deducted before payment of
dividends to investors. The investment management agreement has been approved by
a majority of the disinterested trustees of the Fund and the sole shareholder of
the Fund.
For the first ten years of the Fund's operation, Nuveen Advisory has agreed
to reduce the Fund's operating expenses by waiving the percentage of its
management fee set forth below:
<TABLE>
<CAPTION>
Year Ending Percentage Year Ending Percentage
July 31, Reimbursed July 31, Reimbursed
----------- ---------- ----------- ----------
<S> <C> <C> <C>
1999* .30% 2005 0.25%
2000 .30% 2006 0.20%
2001 .30% 2007 0.15%
2002 .30% 2008 0.10%
2003 .30% 2009 0.05%
2004 .30%
</TABLE>
-----------
*From the commencement of operations.
Reducing Fund expenses in this manner will tend to increase the amount of
income available for the Common Shareholders. Nuveen Advisory has not agreed to
reimburse the Fund for any portion of its fees and expenses beyond July 31,
2009.
PORTFOLIO TRANSACTIONS
Nuveen Advisory is responsible for decisions to buy and sell securities for
the Fund and for the placement of the Fund's securities business, the
negotiation of the prices to be paid for principal trades and the allocation of
its transactions among various dealer firms. Portfolio securities will
normally be purchased directly from an underwriter or in the over-the-counter
market from the principal dealers in such securities, unless it appears that a
better price or execution may be obtained through other means. Portfolio
securities will not be purchased from Nuveen or its affiliates except in
compliance with the 1940 Act.
The Fund expects that substantially all portfolio transactions will be
effected on a principal (as opposed to an agency) basis and, accordingly, does
not expect to pay any brokerage commissions. Purchases from underwriters will
include a commission or concession paid by the issuer to the underwriter, and
purchases from dealers will include the spread between the bid and asked price.
It is the policy of Nuveen Advisory to seek the best execution under the
circumstances of each trade. Nuveen Advisory evaluates price as the primary
consideration, with the financial condition, reputation and responsiveness of
the dealer considered secondary in determining best execution. Give the best
obtainable, it will be Nuveen Advisory's practice to select dealers which, in
addition, furnish research information (primarily credit analyses of issuers and
general economic reports) and statistical and other services to Nuveen Advisory.
It is not possible to place a dollar value on information and statistical and
other services received from dealers. Since it is only supplementary to Nuveen
Advisory's own research efforts, the receipt of research information is not
expected to reduce significantly Nuveen Advisory's expenses. While Nuveen
Advisory will be primarily responsible for the placement of the business of the
Fund, the policies and practices of Nuveen Advisory in this regard must be
consistent with the foregoing and will, at all times, be subject to review by
the Board of Trustees of the Fund.
Nuveen Advisory may manage other investment accounts and investment
companies for other clients which have investment objectives similar to those of
the Fund. Subject to applicable laws and regulations, Nuveen Advisory seeks to
allocate portfolio transactions equitably whenever concurrent decisions are made
to purchase or sell securities by the Fund and another advisory account. In
making such allocations the main factors to be considered will be the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment and the size of
investment commitments generally held. While this procedure could have a
detrimental effect on the price or amount of the securities available to the
Fund from time to time, it is the opinion of the Board of Trustees that the
benefits available from Nuveen Advisory's organization will outweigh any
disadvantage that may arise from exposure to simultaneous transactions.
Under the 1940 Act, the Fund may not purchase portfolio securities from any
underwriting syndicate of which Nuveen is a member except under certain limited
conditions set forth in Rule 10f-3. The Rule set forth requirements relating to,
among other things, the terms of an issue of municipal bonds purchased by the
Fund, the amount of municipal bonds which may be purchased in any one issue and
the assets of the Fund that may be invested in a particular issue. In addition,
purchases of securities made pursuant to the terms of the Rule must be approved
at least quarterly by the Board of Trustees, including a majority of the members
thereof who are not interested persons of the Fund.
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DISTRIBUTIONS
As described in the Prospectus, initial distributions to Common
Shareholders are expected to be declared approximately 45 days, and paid
approximately 90 days, from the completion of the offering. To permit the Fund
to maintain a more stable monthly distribution, the Fund will initially (prior
to its first distribution) and may from time to time thereafter, distribute less
than the entire amount of net investment income earned in a particular period.
Such undistributed net investment income would be available to supplement future
distributions, including distributions which might otherwise have been reduced
by a decrease in the Fund's monthly net income due to fluctuations in investment
income or expenses, or due to an increase in the dividend rate on the Fund's
outstanding MuniPreferred Shares. As a result, the distributions paid by the
Fund for any particular monthly period may be more or less than the amount of
net investment income actually earned by the Fund during such period.
Undistributed net investment income will be added to the Fund's net asset value
and, correspondingly, distributions from undistributed net investment income
will be deducted from the Fund's net asset value.
For tax purposes, the Fund is currently required to allocate net capital
gains and other taxable income, if any, between Common Shares and MuniPreferred
Shares in proportion to total
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<PAGE>
distributions paid to each class for the year in which such net capital gains or
other taxable income is realized. For information relating to the impact of the
issuance of MuniPreferred Shares on the distributions made by the Fund to Common
Shareholders, see the Prospectus under "MuniPreferred Shares and Leverage."
While any MuniPreferred Shares are outstanding, the Fund may not declare
any cash dividend or other distribution on its Common Shares unless at the time
of such declaration (1) all accumulated dividends on the MuniPreferred Shares
have been paid and (2) the net asset value of the Fund's portfolio (determined
after deducting the amount of such dividend or other distribution) is at least
200% of the liquidation value of any outstanding MuniPreferred Shares. This
latter limitation on the Fund's ability to make distributions on its Common
Shares could under certain circumstances impair the ability of the Fund to
maintain its qualification for taxation as a regulated investment company. See
"Tax Matters."
DESCRIPTION OF SHARES
Common Shares
The Declaration authorizes the issuance of an unlimited number of Common
Shares, par value $.01 per share. All Common Shares have equal rights as to the
payment of dividends and the distribution of assets upon liquidation. Common
Shares will, when issued, be fully paid and, subject to matters discussed in
"Certain Provisions in the Declaration of Trust," non-assessable, and will have
no pre-emptive or conversion rights or rights to cumulative voting. At any time
when the Fund's MuniPreferred Shares are outstanding, Common Shareholders will
not be entitled to receive any net income of or other distributions from the
Fund unless all accrued dividends on MuniPreferred Shares have been paid, and
unless asset coverage (as defined in the 1940 Act) with respect to MuniPreferred
Shares would be at least 200% after giving effect to such distributions. See
"MuniPreferred Shares" below.
Application will be made to list the Common Shares on the New York Stock
Exchange. The Fund intends to hold annual meetings of shareholders so long as
the Common Shares are listed on a national securities exchange and such meetings
are required as a condition to such listing.
Shares of closed-end investment companies may frequently trade at prices
lower than net asset value. Shares of closed-end investment companies like the
Fund that invest predominately in investment grade municipal bonds have during
some periods traded at prices higher than net asset value and during other
periods have traded at prices lower than net asset value. There can be no
assurance that Common Shares or shares of other municipal funds will trade at a
price higher than net asset value in the future. Net asset value will be reduced
immediately following the offering after payment of organization and offering
expenses. Net asset value generally increases when interest rates decline, and
decreases when interest rates rise, and these changes are likely to be greater
in the case of a fund having a leveraged capital structure. Whether investors
will realize gains or losses upon the sale of Common Shares will not depend upon
the Fund's net asset value but will depend entirely upon whether the market
price of the Common Shares at the time of sale is above or below the original
purchase price for the shares. Since the market price of the Fund's Common
Shares will be determined by such factors as relative
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<PAGE>
demand for and supply of such shares in the market, general market and economic
conditions and other factors beyond the control of the Fund, the Fund cannot
predict whether the Common Shares will trade at, below, or above net asset value
or at, below or above the initial public offering price. Accordingly, the Common
Shares are designed primarily for long-term investors, and investors in the
Common Shares should not view the Fund as a vehicle for trading purposes. See
"Repurchase of Fund Shares; Conversion to Open-End Fund" and the Prospectus
under "Special Considerations Relating to California Municipal Bonds and
Leverage."
MuniPreferred Shares
The Declaration authorizes the issuance of an unlimited number of
MuniPreferred Shares, par value $.01 per share, in one or more classes or
series, with rights as determined by the Board of Trustees, by action of the
Board of Trustees without the approval of the Common Shareholders.
The Fund's Board of Trustees has indicated its intention to authorize an
offering of MuniPreferred Shares (representing approximately 35% of the Fund's
capital immediately after the time the MuniPreferred Shares are issued)
approximately three to six months after completion of the offering of Common
Shares, subject to market conditions and to the Board's continuing belief that
leveraging the Fund's capital structure through the issuance of MuniPreferred
Shares is likely to achieve the benefits to the Common Shareholders described in
this Statement of Additional Information. Although the terms of the
MuniPreferred Shares, including its dividend rate, voting rights, liquidation
preference and redemption provisions, will be determined by the Board of
Trustees (subject to applicable law and the Fund's Declaration) if and when it
authorizes a MuniPreferred Shares offering, the Board has stated that the
initial series of MuniPreferred Shares would likely pay cumulative dividends at
relatively shorter-term rates, by providing for the periodic redetermination of
the dividend rate through an auction or remarketing procedure. The Board of
Trustees has indicated that the liquidation preference, preference on
distribution, voting rights and redemption provisions of the MuniPreferred
Shares will likely be as stated below.
Distribution Preference. The MuniPreferred Shares have complete priority
over any other class of shares of the Fund as to distribution of assets.
Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Fund, holders of
MuniPreferred Shares will be entitled to receive a preferential liquidating
distribution (expected to equal the original purchase price per share plus
accumulated and unpaid dividends thereon, whether or not earned or declared)
before any distribution of assets is made to holders of Common Shares. After
payment of the full amount of the liquidating distribution to which they are
entitled, holders of MuniPreferred Shares will not be entitled to any further
participation in any distribution of assets by the Fund. A consolidation or
merger of the Fund with or into any Massachusetts business trust or corporation
or a sale of all or substantially all of the assets of the Fund shall not be
deemed to be a liquidation, dissolution or winding up of the Fund.
Voting Rights. In connection with any issuance of MuniPreferred Shares, the
Fund must comply with Section 18(i) of the 1940 Act which requires, among other
things, that MuniPreferred Shares be voting shares and have equal voting rights
with Common Shares. Except as otherwise indicated in this Statement of
Additional Information and except as
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<PAGE>
otherwise required by applicable law, holders of MuniPreferred Shares will vote
together with Common Shareholders as a single class.
In connection with the election of the Fund's trustees, holders of
MuniPreferred Shares, voting as a separate class, shall be entitled to elect two
of the Fund's trustees, and the remaining trustees shall be elected by Common
Shareholders and holders of MuniPreferred Shares, voting together as a single
class. In addition, if at any time dividends on the Fund's outstanding
MuniPreferred Shares shall be unpaid in an amount equal to two full years'
dividends thereon, the holders of all outstanding MuniPreferred Shares, voting
as a separate class, will be entitled to elect a majority of the Fund's trustees
until all dividends in arrears have been paid or declared and set apart for
payment.
The affirmative vote of the holders of at least two-thirds of the
outstanding MuniPreferred Shares of any class or series, as the case may be,
voting as a separate class, will be required to, among other things (1) take
certain actions which would affect the preferences, rights, or powers of such
class or series or (2) increase the authorized number of such class or series,
provided however, that that such separate class vote shall be a majority vote if
the action in question has previously been approved, adopted or authorized by
the affirmative vote of two-thirds of the total number of Trustees fixed in
accordance with the Declaration or the By-laws. Except as may otherwise be
required by law (1) the affirmative vote of the holders of at least two-thirds
of the MuniPreferred Shares outstanding at the time, voting as a separate class,
will be required to approve any conversion of the Fund from a closed-end to an
open-end investment company and (2) the affirmative vote of the holders at least
two-thirds of the outstanding MuniPreferred Shares, voting as a separate class,
shall be required to approve any plan of reorganization (as such term is used in
the 1940 Act) adversely affecting such shares, provided however, that that such
separate class vote shall be a majority vote if the action in question has
previously been approved, adopted or authorized by the affirmative vote of two-
thirds of the total number of Trustees fixed in accordance with the Declaration
or the By-laws. The affirmative vote of the holders of a majority of the
outstanding MuniPreferred Shares, voting as a separate class, shall be required
to approve any action not described in the preceding sentence requiring a vote
of security holders under Section 13(a) of the 1940 Act including, among other
things, changes in the Fund's investment objectives or changes in the investment
restrictions described as fundamental policies under "Investment Objectives and
Policies--Investment Restrictions." The class or series vote of holders of
MuniPreferred Shares described above shall in each case be in addition to any
separate vote of the requisite percentage of Common Shares and MuniPreferred
Shares necessary to authorize the action in question.
The foregoing voting provisions will not apply with respect to the Fund's
MuniPreferred Shares if, at or prior to the time when a vote is required, such
shares shall have been (1) redeemed or (2) called for redemption and sufficient
funds shall have been deposited in trust to effect such redemption.
Redemption, Purchase and Sale of MuniPreferred Shares by the Fund. The
terms of the MuniPreferred Shares may provide that it is redeemable at certain
times, in whole or in part, at the original purchase price per share plus
accumulated dividends, that the Fund may tender for or purchase MuniPreferred
Shares and that the Fund may subsequently resell any shares so tendered for or
purchased. Any redemption or purchase of MuniPreferred Shares by the Fund will
reduce
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<PAGE>
the leverage applicable to Common Shares, while any resale of shares by the Fund
will increase such leverage. See "Special Considerations Relating to California
Municipal Bonds and Leverage."
The discussion above describes the Board of Trustees' present intention
with respect to a possible offering of MuniPreferred Shares. If the Board of
Trustees determines to authorize such an offering, the terms of the
MuniPreferred Shares may be the same as, or different from, the terms described
above, subject to applicable law and the Fund's Declaration.
CERTAIN PROVISIONS IN THE DECLARATION OF TRUST
Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Fund. However, the
Declaration contains an express disclaimer of shareholder liability for debts or
obligations of the Fund and requires that notice of such limited liability be
given in each agreement, obligation or instrument entered into or executed by
the Fund or the trustees. The Declaration further provides for indemnification
out of the assets and property of the Fund for all loss and expense of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund would be unable to meet
its obligations. The Fund believes that the likelihood of such circumstances is
remote.
The Declaration includes provisions that could limit the ability of other
entities or persons to acquire control of the Fund. Specifically, the
Declaration requires a vote by holders of at least two-thirds of the Common
Shares and MuniPreferred Shares, voting together as a single class, except as
described below, to authorize (1) a conversion of the Fund from a closed-end to
an open-end investment company, (2) a merger or consolidation of the Fund, or a
series or class of the Fund, with any corporation, association, trust or other
organization or a reorganization or recapitalization of the Fund, or a series or
class of the Fund, (3) a sale, lease or transfer of all or substantially all of
the Fund's assets (other than in the regular course of the Fund's investment
activities) or (4) a termination of the Fund, or a series or class of the Fund,
unless such transaction has already been authorized by the affirmative vote of
two-thirds of the total number of trustees fixed in accordance with the
Declaration or the By-laws, in which case the affirmative vote of the holders of
at least a majority of the Fund's Common Shares and MuniPreferred Shares
outstanding at the time, voting together as a single class, is required,
provided, however, that where only a particular class or series is affected,
only the required vote by the applicable class or series will be required. In
the case of the conversion of the Fund to an open-end investment company, or in
the case of any of the foregoing transactions constituting a plan of
reorganization which adversely affects the holders of MuniPreferred Shares, the
action in question will also require the affirmative vote of the holders of at
least two-thirds of the Fund's MuniPreferred Shares outstanding at the time,
voting as a separate class, or, if such action has been authorized by the
affirmative vote of two-thirds of the total number of trustees fixed in
accordance with the Declaration or the By-laws, the affirmative vote of the
holders of at least a majority of the Fund's MuniPreferred Shares outstanding at
the time, voting as a separate class. The votes required to approve the
conversion of the Fund from a closed-end to an open-end investment company or to
approve transactions constituting a plan of reorganization which adversely
affects the holders of MuniPreferred Shares are higher than those required by
the 1940 Act. The Board of Trustees believes that the provisions of the
Declaration relating to such
B-33
<PAGE>
higher votes are in the best interest of the Fund and its shareholders. See the
Statement of Additional Information under "Certain Provisions in the Declaration
of Trust."
The provisions of the Declaration described above could have the effect of
depriving the Common Shareholders of opportunities to sell their Common Shares
at a premium over net asset value by discouraging a third party from seeking to
obtain control of the Fund in a tender offer or similar transaction. The overall
effect of these provisions is to render more difficult the accomplishment of a
merger or the assumption of control by a third party. They provide, however, the
advantage of potentially requiring persons seeking control of the Fund to
negotiate with its management regarding the price to be paid and facilitating
the continuity of the Fund's investment objectives and policies. The Board of
Trustees of the Fund has considered the foregoing anti-takeover provisions and
concluded that they are in the best interests of the Fund and its Common
Shareholders.
Reference should be made to the Declaration on file with the Securities and
Exchange Commission for the full text of these provisions, which could have the
effect of depriving shareholders of an opportunity to sell their shares at a
premium over prevailing market prices by discouraging a third party from seeking
to obtain control of the Fund.
The Declaration provides that the obligations of the Fund are not binding
upon the trustees of the Fund individually, but only upon the assets and
property of the Fund, and that the trustees shall not be liable for errors of
judgment or mistakes of fact or law. Nothing in the Declaration, however,
protects a trustee against any liability to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
REPURCHASE OF COMMON SHARES; CONVERSION TO OPEN-END FUND
The Fund is a closed-end investment company and as such its shareholders
will not have the right to cause the Fund to redeem their shares. Instead, the
Fund's Common Shares will trade in the open market at a price that will be a
function of several factors, including net asset value and yield. Because shares
of a closed-end investment company may frequently trade a prices lower than net
asset value, the Fund's Board of Trustees has currently determined that, at
least annually, it will consider action that might be taken to reduce or
eliminate any material discount from net asset value in respect of Common
Shares, which may include the repurchase of such shares in the open market or in
private transactions, the making of a tender offer for such shares at net asset
value, or the conversion of the Fund to an open-end investment company. There
can be no assurance, however, that the Board of Trustees will decide to take any
of these actions, or that share repurchases or tender offers, if undertaken,
will reduce market discount.
Notwithstanding the foregoing, at any time when the Fund's MuniPreferred
Shares are outstanding, the Fund may not purchase, redeem or otherwise acquire
any of its Common Shares unless (1) all accrued MuniPreferred Shares dividends
have been paid and (2) at the time of such purchase, redemption or acquisition,
the net asset value of the Fund's portfolio (determined after deducting the
acquisition price of the Common Shares) is at least 200% of the liquidation
value of the outstanding MuniPreferred Shares (expected to equal the original
purchase price per share plus any accrued and unpaid dividends thereon). The
staff of the Securities and Exchange
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<PAGE>
Commission currently requires that any tender offer made by a closed-end
investment company for its shares must be at a price equal to the net asset
value of such shares on the close of business on the last day of the tender
offer. Any service fees incurred in connection with any tender offer made by the
Fund will be borne by the Fund and will not reduce the stated consideration to
be paid to tendering shareholders.
Subject to its investment limitations, the Fund may borrow to finance the
repurchase of shares or to make a tender offer. Interest on any borrowings to
finance share repurchase transactions or the accumulation of cash by the Fund in
anticipation of share repurchases or tenders will reduce the Fund's net income.
Any share repurchase, tender offer or borrowing that might be approved by the
Board of Trustees would have to comply with the Securities Exchange Act of 1934,
as amended, and the 1940 Act and the rules and regulations thereunder.
Although the decision to take action in response to a discount from net
asset value will be made by the Board at the time it considers such issue, it is
the Board's present policy, which may be changed by the Board, not to authorize
repurchases of Common Shares or a tender offer for such shares if (1) such
transactions, if consummated, would (a) result in the delisting of the Common
Shares from the New York Stock Exchange, or (b) impair the Fund's status as a
regulated investment company under the Code (which would make the Fund a taxable
entity, causing the Fund's income to be taxed at the corporate level in addition
to the taxation of shareholders who receive dividends from the Fund) or as a
registered closed-end investment company under the 1940 Act; (2) the Fund would
not be able to liquidate portfolio securities in an orderly manner and
consistent with the Fund's investment objectives and policies in order to
repurchase shares; or (3) there is, in the Board's judgment, any (a) material
legal action or proceeding instituted or threatened challenging such
transactions or otherwise materially adversely affecting the Fund, (b) general
suspension of or limitation on prices for trading securities on the New York
Stock Exchange, (c) declaration of a banking moratorium by Federal or state
authorities or any suspension of payment by United States or California banks in
which the Fund invests, (d) material limitation affecting the Fund or the
issuers of its portfolio securities by Federal or state authorities on the
extension of credit by lending institutions or on the exchange of foreign
currency, (e) commencement of war, armed hostilities or other international or
national calamity directly or indirectly involving the United States, or (f)
other event or condition which would have a material adverse effect (including
any adverse tax effect) on the Fund or its shareholders if shares were
repurchased. The Board of Trustees may in the future modify these conditions in
light of experience.
Conversion to an open-end company would require the approval of the holders
of at least two-thirds of the Fund's Common Shares and MuniPreferred Shares
outstanding at the time, voting together as a single class, and of the holders
of at least two-thirds of the Fund's MuniPreferred Shares outstanding at the
time, voting as a separate class. See the Prospectus under "Description of
Shares--Certain Provisions in the Declaration of Trust" for a discussion of
voting requirements applicable to conversion of the Fund to an open-end company.
If the Fund converted to an open-end company, it would be required to redeem all
MuniPreferred Shares then outstanding, and the Fund's Common Shares would no
longer be listed on the New York Stock Exchange. Shareholders of an open-end
investment company may require the company to redeem their shares at any time
(except in certain circumstances as authorized by or under the 1940 Act) at
their net asset value, less such redemption charge, if any, as might be in
effect at the
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<PAGE>
time of redemption. In order to avoid maintaining large cash positions or
liquidating favorable investments to meet redemptions, open-end companies
typically engage in a continuous offering of their shares. Open-end companies
are thus subject to periodic asset in-flows and out-flows that can complicate
portfolio management. The Board of Trustees may at any time propose conversion
of the Fund to an open-end company depending upon their judgment as to the
advisability of such action in light of circumstances then prevailing.
The repurchase by the Fund of its shares at prices below net asset value
will result in an increase in the net asset value of those shares that remain
outstanding. However, there can be no assurance that share repurchases or
tenders at or below net asset value will result in the Fund's shares trading at
a price equal to their net asset value. Nevertheless, the fact that the Fund's
shares may be the subject of repurchase or tender offers at net asset value from
time to time, or that the Fund may be converted to an open-end company, may
reduce any spread between market price and net asset value that might otherwise
exist.
In addition, a purchase by the Fund of its Common Shares will decrease the
Fund's total assets which would likely have the effect of increasing the Fund's
expense ratio. Any purchase by the Fund of its Common Shares at a time when
MuniPreferred Shares are outstanding will increase the leverage applicable to
the outstanding Common Shares then remaining. See the Prospectus and this
Statement of Additional Information under "Special Considerations Relating to
California Municipal Bonds and Leverage."
Before deciding whether to take any action in response to a discount from
net asset value, the Board would consider all relevant factors, including the
extent and duration of the discount, the liquidity of the Fund's portfolio, the
impact of any action that might be taken on the Fund or its shareholders and
market considerations. Based on these considerations, even if the Fund's shares
should trade at a discount, the Board of Trustees may determine that, in the
interest of the Fund and its shareholders, no action should be taken.
TAX MATTERS
Federal Income Tax Matters
The following discussion of federal income tax matters is based upon the
advice of Bell, Boyd & Lloyd, special counsel to the Trust.
The Fund intends to qualify under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), for tax treatment as a regulated investment
company. In order to qualify as a regulated investment company, the Fund must
satisfy certain requirements relating to the source of its income,
diversification of its assets, and distributions of its income to Common
Shareholders. First, the Fund must derive at least 90% of its annual gross
income (including tax-exempt interest) from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of stock,
securities or foreign currencies, or other income (including but not limited to
gains from options and futures) derived with respect to its business of
investing in such stock, securities or currencies (the "90% gross income test").
Second, the Fund must diversify its holdings so that, at the close of each
quarter of its taxable year, (i) at least 50% of the value of its total assets
is comprised of cash, cash items, United States Government securities,
securities of
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<PAGE>
other regulated investment companies and other securities limited in respect of
any one issuer to an amount not greater in value than 5% of the value of the
Fund's total assets and to not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of the total
assets is invested in the securities of any one issuer (other than United States
Government securities and securities of other regulated investment companies) or
two or more issuers controlled by the Fund and engaged in the same, similar or
related trades or business.
As a regulated investment company, the Fund will not be subject to federal
income tax in any taxable year for which it distributes at least 90% of the sum
of (i) its "investment company taxable income" (which includes dividends,
taxable interest, taxable original issue discount and market discount income,
income from securities lending, net short-term capital gain in excess of long-
term capital loss, and any other taxable income other than "net capital gain"
(as defined below) and is reduced by deductible expenses) and (ii) its net tax-
exempt interest (the excess of its gross tax-exempt interest income over certain
disallowed deductions). The Fund may retain for investment its net capital gain
(which consists of the excess of its net long-term capital gain over its short-
term capital loss). However, if the Fund retains any net capital gain or any
investment company taxable income, it will be subject to tax at regular
corporate rates on the amount retained. If the Fund retains any capital gain, it
may designate the retained amount as undistributed capital gains in a notice to
its Common Shareholders who, if subject to federal income tax on long-term
capital gains, (i) will be required to include in income for federal income tax
purposes, as long-term capital gain, their share of such undistributed amount,
and (ii) will be entitled to credit their proportionate shares of the tax paid
by the Fund against their federal income tax liabilities, if any, and to claim
refunds to the extent the credit exceeds such liabilities. For federal income
tax purposes, the tax basis of shares owned by a Common Shareholder of the Fund
will be increased by an amount equal under current law to the difference between
the amount of undistributed capital gains included in the Common Shareholder's
gross income and the tax deemed paid by the Common Shareholder under clause (ii)
of the preceding sentence. The Fund intends to distribute at least annually to
its Common Shareholders all or substantially all of its net tax-exempt interest
and any investment company taxable income and net capital gain.
Treasury regulations permit a regulated investment company, in determining
its investment company taxable income and net capital gain, i.e., the excess of
net long-term capital gain over net short-term capital loss for any taxable
year, to elect (unless it has made a taxable year election for excise tax
purposes as discussed below) to treat all or part of any net capital loss, any
net long-term capital loss or any net foreign currency loss incurred after
October 31 as if it had been incurred in the succeeding year.
Distributions by the Fund of net interest received from certain taxable
temporary investments (such as certificates of deposit, commercial paper and
obligations of the U.S. Government, its agencies and instrumentalities) and net
short-term capital gains realized by the Fund, if any, will be taxable to Common
Shareholders as ordinary income whether received in cash or additional shares.
Any net long-term capital gains realized by the Fund and distributed to Common
Shareholders in cash or additional shares, will be taxable to Common
Shareholders as long-term capital gains regardless of the length of time
investors have owned shares of the Fund. Distributions by the Fund that do not
constitute ordinary income dividends or capital gain dividends will be treated
as a return of capital to the extent of (and in reduction of) the
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Common Shareholder's tax basis in his or her shares. Any excess will be treated
as gain from the sale of his or her shares, as discussed below.
If the Fund engages in hedging transactions involving financial futures and
options, these transactions will be subject to special tax rules, the effect of
which may be to accelerate income to the Fund, defer the Fund's losses, cause
adjustments in the holding periods of the Fund's securities, convert long-term
capital gains into short-term capital gains and convert short-term capital
losses into long-term capital losses. These rules could therefore affect the
amount, timing and character of distributions to Common Shareholders.
Prior to purchasing shares in the Fund, an investor should carefully
consider the impact of dividends or distributions which are expected to be or
have been declared, but not paid. Any dividend or distribution declared shortly
after a purchase of such shares prior to the record date will have the effect of
reducing the per share net asset value by the per share amount of the dividend
or distribution.
Although dividends generally will be treated as distributed when paid,
dividends declared in October, November or December, payable to Common
Shareholders of record on a specified date in one of those months and paid
during the following January, will be treated as having been distributed by the
Fund (and received by the Common Shareholders) on December 31.
The redemption or exchange of Common Shares normally will result in capital
gain or loss to the Common Shareholders. Generally, a Common Shareholder's gain
or loss will be long-term gain or loss if the shares have been held for more
than one year. Present law taxes both long- and short-term capital gains of
corporations at the rates applicable to ordinary income. For non-corporate
taxpayers, however, net capital gains (i.e., the excess of net long-term capital
gain over net short-term capital loss) with respect to securities will be taxed
at a maximum rate of 20%, while short-term capital gains and other ordinary
income will be taxed at a maximum rate of 39.6%. Because of the limitations on
itemized deductions and the deduction for personal exemptions applicable to
higher income taxpayers, the effective tax rate may be higher in certain
circumstances.
All or a portion of a sales charge paid in purchasing Common Shares cannot
be taken into account for purposes of determining gain or loss on the redemption
or exchange of such shares within 90 days after their purchase to the extent
Common Shares or shares of another fund are subsequently acquired without
payment of a sales charge pursuant to the reinvestment or exchange privilege.
Any disregarded portion of such charge will result in an increase in the Common
Shareholder's tax basis in the shares subsequently acquired. In addition, no
loss will be allowed on the redemption or exchange of Common Shares if the
Common Shareholder purchases other shares of the Fund (whether through
reinvestment of distributions or otherwise) or the Common Shareholder acquires
or enters into a contract or option to acquire securities that are substantially
identical to shares of the Fund within a period of 61 days beginning 30 days
before and ending 30 days after such redemption or exchange. If disallowed, the
loss will be reflected in an adjustment to the basis of the shares acquired.
In order to avoid a 4% federal excise tax, the Fund must distribute or be
deemed to have distributed by December 31 of each calendar year at least 98% of
its taxable ordinary income for
B-38
<PAGE>
such year, at least 98% of the excess of its realized capital gains over its
realized capital losses (generally computed on the basis of the one-year period
ending on October 31 of such year) and 100% of any taxable ordinary income and
any excess of realized capital gains over realized capital losses for the prior
year that was not distributed during such year and on which the Fund paid no
federal income tax. For purposes of the excise tax, a regulated investment
company may reduce its capital gain net income (but not below its net capital
gain) by the amount of any net ordinary loss for the calendar year. The Fund
intends to make timely distributions in compliance with these requirements and
consequently it is anticipated that it generally will not be required to pay the
excise tax.
If in any year the Fund should fail to qualify under Subchapter M for tax
treatment as a regulated investment company, the Fund would incur a regular
corporate federal income tax upon its income for that year, and distributions to
its Common Shareholders would be taxable to Common Shareholders as ordinary
dividend income for federal income tax purposes to the extent of the Fund's
earnings and profits.
The Fund is required in certain circumstances to withhold 31% of taxable
dividends and certain other payments paid to non-corporate holders of shares who
have not furnished to the Fund their correct taxpayer identification number (in
the case of individuals, their Social Security number) and certain
certifications, or who are otherwise subject to backup withholding.
The foregoing is a general and abbreviated summary of the provisions of the
Code and Treasury Regulations presently in effect as they directly govern the
taxation of the Fund and its Common Shareholders. For complete provisions,
reference should be made to the pertinent Code sections and Treasury
Regulations. The Code and Treasury Regulations are subject to change by
legislative or administrative action, and any such change may be retroactive
with respect to Fund transactions. Common Shareholders are advised to consult
their own tax Advisers for more detailed information concerning the federal
taxation of the Fund and the income tax consequences to its Common Shareholders.
State Tax Matters
The following is a general, abbreviated summary of certain provisions of
the applicable California tax law as presently in effect as it directly governs
the taxation of resident individual and corporate Common Shareholders of the
Fund. This summary does not address the taxation of other shareholders nor does
it discuss any local taxes that may be applicable. These provisions are subject
to change by legislative or administrative action, and any such change may be
retroactive with respect to transactions of the Fund.
The following is based on the assumptions that the Fund will qualify under
Subchapter M of the Code as a regulated investment company, that it will satisfy
the conditions which will cause distributions of the Fund to qualify as exempt-
interest dividends to shareholders, and that it will distribute all interest and
dividends it receives to the shareholders.
The Fund will be subject to the California corporate franchise and
corporation income tax only if it has a sufficient nexus with California. If it
is subject to the California franchise or corporation income tax, the Fund does
not expect to pay a material amount of such tax.
B-39
<PAGE>
If at the close of each quarter of the Fund's taxable year at least 50% of
the value of its total assets consists of obligations that, when held by
individuals, pay interest that is exempt from tax under California law, then
distributions by the Fund that are attributable to interest on any such
obligation will not be subject to the California personal income tax. All other
distributions, including distributions attributable to capital gains, will be
subject to the California personal income tax.
All distributions of the Fund to corporate Common Shareholders, regardless
of source, will be subject to the California corporate [franchise] tax.
Gain on the sale, exchange, or other disposition of Common Shares will be
subject to the California personal income and corporate franchise tax.
Common Shares may be subject to the California estate tax if held by a
California decedent at the time of death.
Common Shareholders are advised to consult with their own tax advisers for
more detailed information concerning California tax matters.
PERFORMANCE RELATED AND COMPARATIVE INFORMATION
The Fund may quote certain performance-related information and may compare
certain aspects of its Portfolio and structure to other substantially similar
closed-end funds as categorized by Lipper Analytical ("Lipper"), Morningstar or
other independent services. Comparison of the Fund to an alternative investment
should be made with consideration of differences in features and expected
performance. The Fund may obtain data from sources or reporting services, such
as Bloomberg Financial ("Bloomberg') and Lipper, that the Fund believes to be
generally accurate.
Past performance is not indicative of future results. At the time Common
Shareholders sell their shares, they may be worth more or less than their
original investment.
Current Share Prices and Dividends of Similar Funds
(as of March 31, 1999)
<TABLE>
<CAPTION>
Ticker sym Div Closeprice
<S> <C> <C>
NCA $0.7470 $14.82
VKC $0.9180 $16.41
DCM $0.8460 $15.09
NCP $0.9960 $17.63
NCO $1.0140 $18.13
NQC $0.9540 $17.19
NVC $0.9480 $17.06
VQC $0.9900 $17.69
NUC $0.9780 $17.75
MYC $0.8012 $15.88
VIC $0.9900 $17.88
NPC $0.8400 $16.50
PCA $0.8700 $16.13
RAA $0.8775 $16.31
VCV $0.8100 $16.00
IQC $0.7500 $14.06
GCM $0.7350 $16.10
CEV $0.7650 $15.00
</TABLE>
An analysis of California closed-end municipal funds represented in the
Lipper California Municipal [Closed-End] Debt Funds category supplemented by all
funds newly issued between 1/11/99 and 3/31/99 show a positive correlation
between higher dividends and higher market prices. For comparative purposes, to
prices and dividends for each fund noted have been normalized as necessary to
calibrate each fund's initial offering price with the Fund's $15 initial
offering price.
Of course, there can be no assurance that the market prices shown above for
the peer group will continue in the future, or that the Common Shares will trade
at the same price as other funds paying the same dividend level.
As previously noted, Nuveen Advisory will be reimbursing a significant
amount of expenses for the Fund's first several years. According to Lipper,
after this reimbursement, the Fund offers a lower expense structure than all
non-proprietary exchange-traded municipal funds offered on a no-load basis in
the last five years.* According to Lipper, these funds on average have total
annual expenses of 1.10%. In contrast, the Fund expects that its total annual
expenses will be no more than .55% for the first five years, and only .85% after
reimbursements terminate in the eleventh year.
In addition, for the first five years, the Fund offers a lower expense
structure than every existing non-Nuveen, non-insured, non-high yield exchange-
traded municipal fund, including funds originally offered on a load basis.
According to Lipper, the average annual expenses of this group are 0.99%, and
the lowest for any fund is 0.64%. "Non-proprietary" funds are those managed by
sponsors that did not have their own retail distribution capacity.
The Fund's significantly reduced annual expenses will enable the Fund to
pay higher common share dividends, although the Nuveen Fund will have a lower
initial net asset value than a no-load fund. The fact that the Fund's expenses
are significantly lower than 1.10% will operate to increase common share income
for the first five years by more than twice the amount of the reduction
resulting from the lower net asset value.
The Fund's expenses will be far less than average expenses of all recent
non-proprietary exchange-traded municipal funds offered on a no-loan basis. The
additional Common Share income resulting from the Fund's lower expenses in its
first several years more than offsets the reduction to income resulting from its
lower net asset value.
Lower Fees Can Result in Higher Income Even After Sales Load
<TABLE>
<CAPTION>
- -----------------------------
Lower Expenses
<S> <C>
Average No-Load Fund* $1.10%
Nuveen Funds+ 0.55%
-----
0.55%
- -----------------------------
*Non-proprietary exchange-traded municipal funds brought to market in the last
five years.
+During first five years.
Data from Lipper
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------
Higher Net Income
<S> <C>
Decreased income from lower NAV $(0.06)
Increased income from lower expenses 0.14
Higher Net Income 0.08
- -------------------------------------------------------
Source: Nuveen
</TABLE>
Data for both the Fund and the comparative no-load fund example assumes net
portfolio earnings of 5%, preferred dividend rates of 3%, and a leverage ratio
of 35%. These assumptions do not represent or predict actual fund yields or
returns. This table is designed simply, to illustrate the impact that reduced
expenses can have on Common Share income and dividends of a leveraged municipal
bond fund.
EXPERTS
The Statement of Net Assets of the Fund as of ____________________________
[and Statement of Operations for period ______________] appearing in this
Statement of Additional Information has been audited by Ernst & Young LLP,
__________________, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and is included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
Ernst & Young LLP, located at Ernst & Young LLP, provides accounting and
auditing services to the Fund.
ADDITIONAL INFORMATION
A Registration Statement on Form N-2, including amendments thereto,
relating to the shares offered hereby, has been filed by the Fund with the
Securities and Exchange Commission (the "Commission"), Washington, D.C. The
Prospectus and this Statement of Additional Information do not contain all of
the information set forth in the Registration Statement, including any exhibits
and schedules thereto. For further information with respect to the Fund and the
shares offered hereby, reference is made to the Registration Statement.
Statements contained in the Prospectus and this Statement of Additional
Information as to the contents of any contract or other document referred to are
not necessarily complete and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. A copy of the Registration Statement may be inspected without charge
at the Commission's principal office in Washington, D.C., and copies of all or
any part thereof may be obtained from the Commission upon the payment of certain
fees prescribed by the Commission.
B-40
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees and Shareholder
Nuveen California Dividend Advantage Municipal Fund
[To Come]
B-41
<PAGE>
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND
FINANCIAL STATEMENTS
[TO COME]
B-42
<PAGE>
APPENDIX A
Ratings of Investments
Standard & Poor's Corporation--A brief description of the applicable Standard &
Poor's Corporation ("S&P") rating symbols and their meanings (as published by
S&P) follows:
Long Term Debt
An S&P corporate or municipal debt rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment may take into consideration obligors such as guarantors, insurers,
or lessees.
The debt rating is not a recommendation to purchase, sell, or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished by the issuer or
obtained by S&P from other sources it considers reliable. S&P does not
perform an audit in connection with any rating and may, on occasion, rely on
unaudited financial information. The ratings may be changed, suspended, or
withdrawn as a result of changes in, or unavailability of, such information,
or based on other circumstances.
The ratings are based, in varying degrees, on the following considerations:
1. Likelihood of default--capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in
accordance with the terms of the obligation;
2. Nature of and provisions of the obligation;
3. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization, or other arrangement under
the laws of bankruptcy and other laws affecting creditors' rights.
Investment Grade
AAA Debt rated `AAA' has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA Debt rated `AA' has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
A Debt rated `A' has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB Debt rated `BBB' is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse
A-1
<PAGE>
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
Speculative Grade Rating
Debt rated `BB', `B', `CCC', `CC' and `C' is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. `BB' indicates the least degree of speculation and `C' the highest.
While such debt will likely have some quality and protective characteristics
these are outweighed by major uncertainties or major exposures to adverse
conditions.
BB Debt rated `BB' has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The `BB' rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied `BBB--' rating.
B Debt rated `B' has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal.
The `B' rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied `BB' or `BB--' rating.
CCC Debt rated `CCC' has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event
of adverse business, financial, or economic conditions, it is not likely to
have the capacity to pay interest and repay principal.
The `CCC' rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied `B' or `B--' rating.
CC The rating `CC' typically is applied to debt subordinated to senior debt
that is assigned an actual or implied `CCC' debt rating.
C The rating `C' typically is applied to debt subordinated to senior debt
which is assigned an actual or implied `CCC--' debt rating. The `C' rating
may be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.
CI The rating `CI' is reserved for income bonds on which no interest is being
paid.
D Debt rated `D' is in payment default. The `D' rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such
A-2
<PAGE>
grace period. The `D' rating also will be used upon the filing of a
bankruptcy petition if debt service payments are jeopardized.
Plus (+) or Minus (--): The ratings from `AA' to `CCC' may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Provisional Ratings: The letter "p" indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project financed by
the debt being rated and indicates that payment of debt service requirements is
largely or entirely dependent upon the successful and timely completion of the
project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood of, or the risk of
default upon failure of, such completion. The investor should exercise judgment
with respect to such likelihood and risk.
L The letter `L' indicates that the rating pertains to the principal amount
of those bonds to the extent that the underlying deposit collateral is
federally insured by the Federal Savings & Loan Insurance Corp. or the
Federal Deposit Insurance Corp.* and interest is adequately collateralized.
In the case of certificates of deposit the letter `L' indicates that the
deposit, combined with other deposits being held in the same right and
capacity will be honored for principal and accrued pre-default interest up
to the federal insurance limits within 30 days after closing of the insured
institution or, in the event that the deposit is assumed by a successor
insured institution, upon maturity.
* Continuance of the rating is contingent upon S&P's receipt of an executed copy
of the escrow agreement or closing documentation confirming investments and
cash flow.
NR Indicates no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
Municipal Notes
An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in 3 years or less will likely receive a note
rating. Notes maturing beyond 3 years will most likely receive a long-term debt
rating. The following criteria will be used in making that assessment:
--Amortization schedule (the larger the final maturity relative to other
maturities, the more likely it will be treated as a note).
--Source of payment (the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note).
Note rating symbols are as follows:
SP-1 Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be
given a plus (+) designation.
A-3
<PAGE>
SP-2 Satisfactory capacity to pay principal and interest.
SP-3 Speculative capacity to pay principal and interest.
A note rating is not a recommendation to purchase, sell, or hold a security
inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.
S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.
Commercial Paper
An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Ratings are graded into several categories, ranging from "A-1" for the highest
quality obligations to "D" for the lowest. These categories are as follows:
A-1 This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus sign (+) designation.
A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."
A-3 Issues carrying this designation have adequate capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
B Issues rated "B" are regarded as having only speculative capacity for
timely payment.
C This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.
D Debt rated "D" is in payment default. The "D" rating category is used when
interest payments or principal payments are not made on the date due, even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period.
A commercial rating is not a recommendation to purchase, sell, or hold a
security inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.
S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other
A-4
<PAGE>
circumstances.
Moody's Investors Service, Inc.--A brief description of the applicable Moody's
Investors Service, Inc. ("Moody's") rating symbols and their meanings (as
published by Moody's) follows:
Municipal Bonds
Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in
the future.
Baa Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.
Ba Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
A-5
<PAGE>
Ca Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
C Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
Con(...) Bonds for which the security depends upon the completion of some act
or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b)
earnings of projects unseasoned in operation experience, (c) rentals
which begin when facilities are completed, or (d) payments to which
some other limiting condition attaches. Parenthetical rating denotes
probable credit stature upon completion of construction or elimination
of basis of condition.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
category from Aa to B in the public finance sectors. The modifier 1
indicates that the issuer is in the higher end of its letter rating
category; the modifier 2 indicates a mid-range ranking; the modifier 3
indicates that the issuer is in the lower end of the letter ranking
category.
Short-Term Loans
MIG 1/VMIG 1 This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support
or demonstrated broadbased access to the market for refinancing.
MIG 2/VMIG 2 This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
MIG 3/VMIG 3 This designation denotes favorable quality. All security elements
are accounted for but there is lacking the undeniable strength of
the preceding grades. Liquidity and cash flow protection may be
narrow and market access for refinancing is likely to be less
well-established.
MIG 4/VMIG 4 This designation denotes adequate quality. Protection commonly
regarded as required of an investment security is present and
although not distinctly or predominantly speculative, there is
specific risk.
S.G. This designation denotes speculative quality. Debt instruments in
this category lack margins of protection.
Commercial Paper
Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics:
-- Leading market positions in well-established industries.
A-6
<PAGE>
-- High rates of return on funds employed.
-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.
-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
Issuers rated Prime-3 (or related supporting institutions) have an acceptable
capacity for repayment of short-term promissory obligations. The effect of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.
Issuers rated Not Prime do not fall within any of the Prime rating categories.
Fitch IBCA, Inc.--A brief description of the applicable Fitch IBCA, Inc.
("Fitch") ratings symbols and meanings (as published by Fitch)
follows:
Long-Term Credit Ratings
Investment Grade
AAA Highest credit quality. 'AAA' ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. 'AA' ratings denote a very low expectation of
credit risk. They indicate very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.
A High credit quality. 'A' ratings denote a low expectation of credit risk.
The capacity for timely payment of financial commitments is considered
strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher
ratings.
BBB Good credit quality. 'BBB' ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances
and in economic conditions are more likely to impair this capacity. This
is the lowest investment-grade category.
Speculative Grade
BB Speculative. 'BB' ratings indicate that there is a possibility
of credit risk developing, particularly as the result of
adverse economic change over time; however, business or
financial alternatives may be available to allow financial
commitments to be met. Securities rated in this category are
not investment grade.
B Highly speculative. 'B' ratings indicate that significant
credit risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however,
capacity for continued payment is contingent upon a sustained,
favorable business and economic environment.
CCC, CC, C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A 'CC' rating
indicates that default of some kind appears probable. 'C'
ratings signal imminent default.
DDD, DD, and D Default. The ratings of obligations in this category are based
on their prospects for achieving partial or full recovery in a
reorganization or liquidation of the obligor. While expected
recovery values are highly speculative and cannot be estimated
with any precision, the following serve as general guidelines.
'DDD' obligations have the highest potential for recovery,
around 90%-100% of outstanding amounts and accrued interest.
'DD' indicates potential recoveries in the range of 50%-90%,
and 'D' the lowest recovery potential, i.e., below 50%.
Entities rated in this category have defaulted on some or all
of their obligations. Entities rated 'DDD' have the highest
prospect for resumption of performance or continued operation
with or without a formal reorganization process. Entities rated
'DD' and 'D' are generally undergoing a formal reorganization
or liquidation process; those rated 'DD' are likely to satisfy
a higher portion of their outstanding obligations, while
entities rated 'D' have a poor prospect for repaying all
obligations.
Short-Term Credit Ratings
A short-term rating has a time horizon of less than 12 months for most
obligations, or up to three years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to meet financial
commitments in a timely manner.
F1 Highest credit quality. Indicates the strongest capacity for timely
payment of financial commitments; may have an added "+" to denote any
exceptionally strong credit feature.
F2 Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of the higher ratings.
F3 Fair credit quality. The capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could result
in a reduction to non-investment grade.
B Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.
C High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable
business and economic environment.
D Default. Denotes actual or imminent payment default.
Notes:
"+" or "-" may be appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to the 'AAA' long-term rating
category, to categories below 'CCC', or to short-term ratings other than 'F1'.
'NR' indicates that Fitch IBCA does not rate the issuer or issue in question.
'Withdrawn': A rating is withdrawn when Fitch IBCA deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.
RatingAlert: Ratings are placed on RatingAlert to notify investors that there is
a reasonable probability of a rating change and the likely direction of such
change. These are designated as "Positive", indicating a potential upgrade,
"Negative", for a potential downgrade, or "Evolving", if ratings may be raised,
lowered or maintained. RatingAlert is typically resolved over a relatively short
period.
A-7
<PAGE>
APPENDIX B
TAXABLE EQUIVALENT YIELD TABLE
The taxable equivalent yield is the current yield you would need to earn on
a taxable investment in order to equal a stated tax-free yield on a municipal
investment. To assist you to more easily compare municipal investments like the
Fund with taxable alternative investments, the table below presents the taxable
equivalent yields for a range of hypothetical tax-free yields and tax rates:
Taxable Equivalent of Tax-Free Yields
Tax Free Yield
<TABLE>
<CAPTION>
Tax Rate 4.00% 4.50% 5.00% 5.50% 6.00%
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
28.0% 5.56% 6.25% 6.94% 7.64% 8.33%
31.0% 5.80% 6.52% 7.25% 7.97% 8.70%
36.0% 6.25% 7.03% 7.81% 8.59% 9.38%
39.6% 6.62% 7.45% 8.28% 9.11% 9.93%
</TABLE>
<TABLE>
<CAPTION>
New York
(State Only)
Federal Tax State Tax Combined Tax
Single Return Joint Return Bracket Bracket Bracket*
- ---------------- --------------- ------------- ----------- --------------
<S> <C> <C> <C> <C>
$0-25,350 $0-42,350 15.00% 6.850% 20.80%
25,350-61,400 42,350-102,300 28.00% 6.850% 32.90%
61,400-128,100 102,300-155,950 31.00% 6.850% 35.70%
128,100-278,450 155,950-278,450 36.00% 6.850% 40.40%
Over 278,450 Over 278,450 39.60% 6.850% 43.70%
</TABLE>
- ------------------
* Please note that the table does not reflect (i) any federal or state
limitations on the amounts of allowable itemized deductions, phase-outs of
personal or dependent exemption credits or other allowable credits, (ii) any
local taxes imposed, or (iii) any taxes other than personal income taxes. The
table assumes that federal taxable income is equal to state income subject to
tax, and in cases where more than one state rate falls within a federal bracket,
the highest state rate corresponding to the highest income within that federal
bracket is used. The numbers in the combined tax bracket are rounded down to the
nearest tenth. Further, the table does not reflect the New York State
supplemental income tax based upon a taxpayer's New York State taxable income
and New York State adjusted gross income. This supplemental tax results in an
increased marginal State income tax rate to the extent a taxpayer's New York
State adjusted gross income ranges between $100,000 and $150,000.
<TABLE>
<CAPTION>
New York
(State and City)
Federal Tax State Tax Combined Tax
Single Return Joint Return Bracket Bracket* Bracket*
- ------------- ---------------- ----------- --------- ------------
<S> <C> <C> <C> <C>
$0-25,750 15.00% 10.621% 24.00%
$0-43,050 15.00% 10.564% 24.00%
25,750-62,450 43,050-104,050 28.00% 10.678% 35.50%
62,450-130,250 104,050-158,550 31.00% 10.678% 38.50%
130,250-283,150 158,550-283,150 36.00% 10.678% 43.00%
Over 283,150 Over 283,150 39.60% 10.678% 46.00%
</TABLE>
- ----------------
* Combined Tax Bracket includes Federal, State and New York City income
taxes. Please note that the table does not reflect (i) any federal or state
limitations on the amounts of allowable itemized deductions, phase-outs of
personal or dependent exemption credits or other allowable credits, (ii) any
local taxes imposed (other than New York City), or (iii) any taxes other than
personal income taxes. The table assumes that federal taxable income is equal to
state income subject to tax, and in cases where more than one state rate falls
within a federal bracket, the highest state rate corresponding to the highest
income within that federal bracket is used. The numbers in the combined tax
bracket are rounded down to the nearest tenth. Further, the table does not
reflect the New York State supplemental income tax based upon a taxpayer's New
York State taxable income and New York State adjusted gross income. This
supplemental tax results in an increased marginal State income tax rate to the
extent a taxpayer's New York State adjusted gross income ranges between $100,000
and $150,000.
B-1
<PAGE>
APPENDIX C
HEDGING STRATEGIES AND RISKS
Set forth below is additional information regarding the various defensive
hedging techniques.
Futures and Index Transactions
Financial Futures
A financial future is an agreement between two parties to buy and sell a
security for a set price on a future date. They have been designed by boards of
trade which have been designated "contracts markets" by the Commodity Futures
Trading Commission ("CFTC").
The purchase of financial futures is for the purpose of hedging a Fund's
existing or anticipated holdings of long-term debt securities. When a Fund
purchases a financial future, it deposits in cash or securities an "initial
margin" of between 1% and 5% of the contract amount. Thereafter, the Fund's
account is either credited or debited on a daily basis in correlation with the
fluctuation in price of the underlying future or other requirements imposed by
the exchange in order to maintain an orderly market. The Fund must make
additional payments to cover debits to its account and has the right to withdraw
credits in excess of the liquidity, the Fund may close out its position at any
time prior to expiration of the financial future by taking an opposite position.
At closing a final determination of debits and credits is made, additional cash
is paid by or to the Fund to settle the final determination and the Fund
realizes a loss or gain depending on whether on a net basis it made or received
such payments.
The sale of financial futures is for the purpose of hedging a Fund's
existing or anticipated holdings of long-term debt securities. For example, if a
Fund owns long-term bonds and interest rates were expected to increase, it might
sell financial futures. If interest rates did increase, the value of long-term
bonds in the Fund's portfolio would decline, but the value of the Fund's
financial futures would be expected to increase at approximately the same rate
thereby keeping the net asset value of the Fund from declining as much as it
otherwise would have.
Among the risks associated with the use of financial futures by the Funds
as a hedging device, perhaps the most significant is the imperfect correlation
between movements in the price of the financial futures and movements in the
price of the debt securities which are the subject of the hedge.
Thus, if the price of the financial future moves less or more than the
price of the securities which are the subject of the hedge, the hedge will not
be fully effective. To compensate for this imperfect correlation, the Fund may
enter into financial futures in a greater dollar amount than the dollar amount
of the securities being hedged if the historical volatility of the prices of
such securities has been greater than the historical volatility of the financial
futures. Conversely, the Fund may enter into fewer financial futures if the
historical volatility of the price of the securities being hedged is less than
the historical volatility of the financial futures.
C-1
<PAGE>
The market prices of financial futures may also be affected by factors
other than interest rates. One of these factors is the possibility that rapid
changes in the volume of closing transactions, whether due to volatile markets
or movements by speculators, would temporarily distort the normal relationship
between the markets in the financial future and the chosen debt securities. In
these circumstances as well as in periods of rapid and large price movements.
The Fund might find it difficult or impossible to close out a particular
transaction.
Options on Financial Futures
The Fund may also purchase put or call options on financial futures which
are traded on a U.S. Exchange or board of trade and enter into closing
transactions with respect to such options to terminate an existing position.
Currently, options can be purchased with respect to financial futures on U.S.
Treasury Bonds on The Chicago Board of Trade. The purchase of put options on
financial futures is analogous to the purchase of put options by a Fund on its
portfolio securities to hedge against the risk of rising interest rates. As with
options on debt securities, the holder of an option may terminate his position
by selling an option of the same Fund. There is no guarantee that such closing
transactions can be effected.
Index Contracts
Index Futures
A tax-exempt bond index which assigns relative values to the tax-exempt
bonds included in the index is traded on the Chicago Board of Trade. The index
fluctuates with changes in the market values of all tax-exempt bonds included
rather than a single bond. An index future is a bilateral agreement pursuant to
which two parties agree to take or make delivery of an amount of cash-rather
than any security-equal to specified dollar amount times the difference between
the index value at the close of the last trading day of the contract and the
price at which the index future was originally written. Thus, an index future is
similar to traditional financial futures except that settlement is made in cash.
Index Options
The Fund may also purchase put or call options on U.S. Government or tax-
exempt bond index futures and enter into closing transactions with respect to
such options to terminate an existing position. Options on index futures are
similar to options on debt instruments except that an option on an index future
gives the purchaser the right, in return for the premium paid, to assume a
position in an index contract rather than an underlying security at a specified
exercise price at any time during the period of the option. Upon exercise of the
option, the delivery of the futures position by the writer of the option to the
holder of the option will be accompanied by delivery of the accumulated balance
of the writer's futures margin account which represents the amount by which the
market price of the index futures contract, at exercise, is less than the
exercise price of the option on the index future.
Bond index futures and options transactions would be subject to risks
similar to transactions in financial futures and options thereon as described
above. No series will enter into transactions in index or financial futures or
related options unless and until, in the Adviser's opinion, the market for such
instruments has developed sufficiently.
C-2
<PAGE>
Nuveen California Dividend
Advantage Municipal Fund
Common Shares
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
_____________________, 19 ______
<PAGE>
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of this filing,
other than in connection with its organization. Financial Statements indicating
that the Registrant has met the net worth requirements of Section 14(a) of the
1940 Act will be filed by pre-effective amendment to this registration
statement.
2. Exhibits:
a.1 Agreement and Declaration of Trust dated December 1, 1998. Filed as Exhibit
a.1 to Registrant's Registration Statement on Form N-2 (File No. 333-69035) and
incorporated herein by reference thereto.
a.2 Certificate of Amendment to Declaration of Trust dated April 9,
1999.
b. By-laws of Registrant dated December 1, 1998. Filed as Exhibit b. to
Registrant's Registration Statement on Form N-2 (File No. 333-69035) and
incorporated herein by reference.
c. None.
d. None.
e. Dividend Investment Plan.*
f. None.
g. Form of Investment Management Agreement between Registrant and Nuveen
Advisory Corp. dated _________.
h. Form of Underwriting Agreement.*
i. Deferred Compensation Plan for Non-Employee Trustees.
j. Exchange Traded Fund Custody Agreement between Registrant and The Chase
Manhattan Bank dated _______.
k.1 Transfer Agency Agreement between Registrant and Chase Global Funds
Services Company dated ________.
k.2 Form of Expense Reimbursement Agreement between Registrant and Nuveen
Advisory Corp. dated _______, 1999.
l.1 Opinion and consent of Bell, Boyd & Lloyd.*
l.2 Opinion and consent of Bingham Dana LLP.*
1.3 Opinion and consent of Orrick, Herrington & Sutcliffe, LLP.*
m. None.
n. Consent of Ernst & Young LLP.*
o. None.
p. Subscription Agreement of Nuveen Advisory Corp. dated April 12, 1999.
q. None.
r. None.
s. Powers of Attorney.
___________________
* To be filed by amendment.
Item 25: Marketing Arrangements
See Section 3 of the Underwriting Agreement filed as Exhibit h to this
Registration Statement.
Part C - 1
<PAGE>
Item 26: Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities and Exchange Commission fees.................. $417.00
National Association of Securities Dealers, Inc. fees.... *
Printing and engraving expenses.......................... *
Legal fees............................................... *
New York Stock Exchange listing fees..................... *
Accounting expenses...................................... *
Blue Sky filing fees and expenses........................ *
Transfer agent fees...................................... *
Miscellaneous expenses................................... *
-------
Total............................................. $ *
=======
</TABLE>
- ------------
*To be completed by amendment.
Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At April 16, 1999
<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Common Shares, $.01 par value.............. 0
</TABLE>
Item 29: Indemnification
Section 4 of Article XII of the Registrant's Declaration of Trust provides
as follows:
Subject to the exceptions and limitations contained in this Section 4,
every person who is, or has been, a Trustee, officer, employee or agent of the
Trust, including persons who serve at the request of the Trust as directors,
trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been such a Trustee, director, officer, employee or agent and
against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final
adjudication by the court or other body before which the proceeding was
brought that he engaged in willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the
Part C - 2
<PAGE>
conduct of his office;
(b) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that
his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a final
adjudication (as provided in paragraph (a) or (b)) and resulting in a
payment by a Covered Person, unless there has been either a determination
that such Covered Person did not engage in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of his office by the court or other body approving the settlement or other
disposition or a reasonable determination, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that he did not
engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting
on the matter (provided that a majority of the Disinterested Trustees
then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Covered Persons may be entitled by contract or
otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section 4
shall be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising
out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act
on the matter) or independent legal counsel in a written opinion shall
determine, based upon a review of the readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is not
an Interested Person of the Trust (including, as such Disinterested Trustee,
anyone who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
Part C - 3
<PAGE>
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
The trustees and officers of the Registrant are covered by Investment Trust
Errors and Omission policies in the aggregate amount of $20,000,000 (with a
maximum deductible of $500,000) against liability and expenses of claims of
wrongful acts arising out of their position with the Registrant, except for
matters which involve willful acts, bad faith, gross negligence and willful
disregard of duty (i.e., where the insured did not act in good faith for a
purpose he or she reasonably believed to be in the best interest of Registrant
or where he or she had reasonable cause to believe this conduct was unlawful).
Section 8 of the Underwriting Agreement filed as Exhibit h to this
Registration Statement provides for each of the parties thereto, including the
Registrant and the Underwriters, to indemnify the others, their trustees,
directors, certain of their officers, trustees, directors and persons who
control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.
Item 30: Business and Other Connections of Investment Adviser
Nuveen Advisory Corp. serves as investment adviser to the following open-
end management type investment companies: Nuveen Flagship Multistate Trust I,
Nuveen Flagship Multistate II, Nuveen Flagship Multistate Trust III, Nuveen
Flagship Multistate Trust IV, Nuveen Flagship Municipal Trust, Nuveen California
Tax Free Fund, Inc., Nuveen Tax-Free Money Market Fund, Inc., Nuveen Tax-Exempt
Money Market Fund, Inc., Nuveen Tax-Free Reserves, Inc. and Nuveen Taxable Funds
Inc., Nuveen Advisory Corp. also serves as investment adviser to the following
closed-end management type investment companies other than the Registrant:
Nuveen Municipal Value Fund, Inc., Nuveen California Municipal Value Fund, Inc.,
Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal Income Fund, Inc.,
Nuveen Premium Income Municipal Fund, Inc., Nuveen Performance Plus Municipal
Fund, Inc., Nuveen California Performance Plus Municipal Fund, Inc., Nuveen New
York Performance Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund,
Inc., Nuveen Municipal Market Opportunity Fund, Inc., Nuveen California
Municipal Market Opportunity Fund, Inc., Nuveen New York Municipal Market
Opportunity Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen
California Investment Quality Municipal Fund, Inc., Nuveen New York Investment
Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc.,
Nuveen Florida Investment Quality Municipal Fund, Nuveen New Jersey Investment
Quality Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality Municipal
Fund, Nuveen Select Quality Municipal Fund, Inc., Nuveen California Select
Quality Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund,
Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen Insured Municipal
Opportunity Fund, Inc., Nuveen Florida Quality Income Municipal Fund, Nuveen
Michigan Quality Income Municipal Fund, Inc., Nuveen Ohio Quality Income
Municipal Fund, Inc., Nuveen Texas Quality Income Municipal Fund, Nuveen
California Quality Income Municipal Fund, Inc., Nuveen New York Quality Income
Municipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen Premier
Insured Municipal Income Fund, Inc., Nuveen Insured California Premium
Part C - 4
<PAGE>
Income Municipal Fund, Inc., Nuveen Insured New York Premium Income Municipal
Fund, Inc., Nuveen Premium Income Municipal Fund 2, Inc., Nuveen Select
Maturities Municipal Fund, Nuveen Arizona Premium Income Municipal Fund, Inc.,
Nuveen Insured Florida Premium Income Municipal Fund, Nuveen Michigan Premium
Income Municipal Fund, Inc., Nuveen New Jersey Premium Income Municipal Fund,
Inc., Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Insured New York Premium Income
Municipal Fund 2, Nuveen New Jersey Premium Income Municipal Fund 2, Nuveen
Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland Premium Income
Municipal Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen
Virginia Premium Income Municipal Fund, Nuveen Washington Premium Income
Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund, Nuveen Georgia
Premium Income Municipal Fund, Nuveen Missouri Premium Income Municipal Fund,
Nuveen North Carolina Premium Income Municipal Fund, Nuveen California Premium
Income Municipal Fund and Nuveen Insured Premium Income Municipal Fund 2. Nuveen
Advisory Corp. has no other clients or business at the present time. For a
description of other business, profession, vocation or employment of a
substantial nature in which any director or officer of the investment adviser
has engaged during the last two years for his account or in the capacity of
director, officer, employee, partner or trustee, see the descriptions under
"Management of the Fund" in Part A of this Registration Statement.
Item 31: Location of Accounts and Records
Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606,
maintains the Declaration of Trust, By-Laws, minutes of trustees and
shareholders meetings and contracts of the Registrant and all Advisery material
of the investment adviser.
The Chase Manhattan Bank, 4 New York Plaza, New York, New York 10004-2413
maintains all general and subsidiary ledgers, journals, trial balances, records
of all portfolio purchases and sales, and all other required records not
maintained by Nuveen Advisory Corp. or Chase Global Funds Services Company.
Part C - 5
<PAGE>
Chase Global Funds Services Company, P.O. Box 5186, Bowling Green Station,
New York, NY 10275-0672 (regular mail) or 4 New York Plaza, 6th Floor, New York,
NY 10004, maintains all the required records in its capacity as transfer and
dividend paying agent for the Registrant.
Item 32: Management Services
Not applicable.
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement, or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant under Rule 497(h) under the
Securities Act of 1933 shall be deemed to be part of the Registration
Statement as of the time it was declared effective.
b. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days of receipt
of a written or oral request, any Statement of Additional Information.
Part C - 6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 16th day of
April, 1999.
NUVEEN CALIFORNIA DIVIDEND
ADVANTAGE MUNICIPAL FUND
/s/ Gifford R. Zimmerman
--------------------------------------------
Gifford R. Zimmerman, Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen D. Foy Vice President and April 16, 1999
- ---------------------------- Controller (Principal
Stephen D. Foy Financial and Accounting
Officer)
Timothy R. Schwertfeger Chairman of the Board )
and Trustee (Principal )
Executive Officer) ) By /s/ Gifford R. Zimmerman
) -------------------------------
Robert P. Bremner Trustee ) Gifford R. Zimmerman
) Attorney-in-Fact
Lawrence H. Brown Trustee )
)
Anne E. Impellizzeri Trustee )
)
Peter R. Sawers Trustee )
)
William J. Schneider Trustee ) April 16, 1999
)
Judith M. Stockdale Trustee )
</TABLE>
Original powers of attorney authorizing Alan G. Berkshire and Gifford R.
Zimmerman, among others, to execute this Registration Statement, and Amendments
thereto, for each of the trustees of Registrant on whose behalf this
Registration Statement is filed, have been executed and filed as an exhibit.
<PAGE>
INDEX TO EXHIBITS
a.1 Agreement and Declaration of Trust dated December 1, 1998
a.2 Certificate of Amendment to Declaration of Trust dated April 9,
1999.
b. By-laws of Registrant dated __________.
c. None.
d. None.
e. Dividend Investment Plan.*
f. None.
g. Form of Investment Management Agreement between Registrant and Nuveen
Advisory Corp. dated _________.
h. Form of Underwriting Agreement.*
i. Deferred Compensation Plan for Non-Employee Trustees.
j. Exchange Traded Fund Custody Agreement between Registrant and The Chase
Manhattan Bank dated _______.
k.1 Transfer Agency Agreement between Registrant and Chase Global Funds
Services Company dated ________.
k.2 Form of Expense Reimbursement Agreement between Registrant and Nuveen
Advisory Corp. dated __, 1999.
l.1 Opinion and consent of Bell, Boyd & Lloyd.*
l.2 Opinion and consent of Bingham Dana LLP.*
l.3 Opinion and consent of Orrick, Herrington & Sutcliffe, LLP.*
m. None.
n. Consent of Ernst & Young LLP.*
o. None.
p. Subscription Agreement of Nuveen Advisory Corp. dated April 12, 1999.
q. None.
r. None.
s. Powers of Attorney.
___________________
* To be filed by amendment.
<PAGE>
CERTIFICATE OF AMENDMENT
TO
DECLARATION OF TRUST
The undersigned, Secretary of Nuveen California Municipal Advantage Fund, a
Massachusetts business trust, (the "Trust"), hereby certifies that in accordance
with Article XIII, Section 4 of the Declaration of Trust of the Trust, the Board
of Trustees of the Trust, by unanimous vote duly adopted resolutions on April 9,
1999 amending the Declaration of Trust of the Trust effective as of the date
hereof as follows:
FIRST. Article I, Section 1 of the Declaration of Trust is hereby amended
to read in its entirety:
Section 1. Name. This Trust shall be known as the "Nuveen California
Dividend Advantage Municipal Fund," and the Trustees shall conduct the
business of the Trust under that name or any other name as they may
from time to time determine.
SECOND. Section 4 of Article XIII is hereby amended by striking the first
sentence in its entirety and substituting in lieu thereof the following:
"Except as otherwise specifically provided in this Declaration of
Trust, this Declaration of Trust may be amended at any time by vote of
a majority of the then Trustees with the consent of shareholders
holding more than fifty percent (50%) of Shares entitled to vote."
THIRD. Section 4 of Article XIII is hereby amended by adding the following
to the end of said Section:
"A certification in recordable form signed by a majority of the
Trustees or by the Secretary or any Assistant Secretary of the Trust
setting forth such amendment and reciting that it was duly adopted by
the shareholders or by the Trustees as aforesaid or a copy of the
Declaration, as amended, in recordable form, and executed by a
majority of the Trustees or certified by the Secretary or any
Assistant Secretary of the Trust, shall be conclusive evidence of such
amendment when lodged among the records of the Trust."
<PAGE>
IN WITNESS WHEREOF, the undersigned, being Secretary of Trust, has executed this
instrument as of the 9th day of April, 1999.
NUVEEN CALIFORNIA MUNICIPAL
ADVANTAGE FUND
By: /s/ Gifford R. Zimmerman
------------------------------------
Gifford R. Zimmerman, Secretary
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
Then personally appeared the above-named Gifford R. Zimmerman, known to
me as the Secretary of the Nuveen California Municipal Advantage Fund, who
acknowledged the foregoing instrument to be his free act and deed, before me
this 9th day of April, 1999.
/s/ Olivia Rubio
-----------------
Notary Public
My Commission Expires: 3/19/01
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[Official Seal of Olivia Rubio here]
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CERTIFICATE OF AMENDMENT
TO
DECLARATION OF TRUST
The undersigned, Secretary of Nuveen New York Municipal Advantage Fund, a
Massachusetts business trust, (the "Trust"), hereby certifies that in accordance
with Article XIII, Section 4 of the Declaration of Trust of the Trust, the Board
of Trustees of the Trust, by unanimous vote duly adopted resolutions on April 9,
1999 amending the Declaration of Trust of the Trust effective as of the date
hereof as follows:
FIRST. Article I, Section 1 of the Declaration of Trust is hereby amended
to read in its entirety:
Section 1. Name. This Trust shall be known as the "Nuveen New York
Dividend Advantage Municipal Fund," and the Trustees shall conduct the
business of the Trust under that name or any other name as they may
from time to time determine.
SECOND. Section 4 of Article XIII is hereby amended by striking the first
sentence in its entirety and substituting in lieu thereof the following:
"Except as otherwise specifically provided in this Declaration of
Trust, this Declaration of Trust may be amended at any time by vote of
a majority of the then Trustees with the consent of shareholders
holding more than fifty percent (50%) of Shares entitled to vote."
THIRD. Section 4 of Article XIII is hereby amended by adding the following
to the end of said Section:
"A certification in recordable form signed by a majority of the
Trustees or by the Secretary or any Assistant Secretary of the Trust
setting forth such amendment and reciting that it was duly adopted by
the shareholders or by the Trustees as aforesaid or a copy of the
Declaration, as amended, in recordable form, and executed by a
majority of the Trustees or certified by the Secretary or any
Assistant Secretary of the Trust, shall be conclusive evidence of such
amendment when lodged among the records of the Trust."
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IN WITNESS WHEREOF, the undersigned, being Secretary of Trust, has executed this
instrument as of the 9th day of April, 1999.
NUVEEN NEW YORK MUNICIPAL
ADVANTAGE FUND
By: /s/ Gifford R. Zimmerman
-------------------------------------
Gifford R. Zimmerman, Secretary
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
Then personally appeared the above-named Gifford R. Zimmerman, known to me
as the Secretary of the Nuveen New York Municipal Advantage Fund, who
acknowledged the foregoing instrument to be his free act and deed, before me
this 9th day of April, 1999.
/s/ Olivia Rubio
-----------------------
Notary Public
My Commission Expires: 3/19/01
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[Official Seal of Olivia Rubio here]
<PAGE>
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
AGREEMENT made this ____ day of May, 1999, by and between NUVEEN CALIFORNIA
DIVIDEND ADVANTAGE MUNICIPAL FUND, a Massachusetts business trust (the "Fund"),
and NUVEEN ADVISORY CORP., a Delaware corporation (the "Adviser").
W I T N E S S E T H
- - - - - - - - - -
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Fund hereby employs the Adviser to act as the investment adviser for,
and to manage the investment and reinvestment of the assets of the Fund in
accordance with the Fund's investment objective and policies and limitations,
and to administer the Fund's affairs to the extent requested by and subject to
the supervision of the Board of Trustees of the Fund for the period and upon the
terms herein set forth. The investment of the Fund's assets shall be subject to
the Fund's policies, restrictions and limitations with respect to securities
investments as set forth in the Fund's then current registration statement under
the Investment Company Act of 1940, and all applicable laws and the regulations
of the Securities and Exchange Commission relating to the management of
registered closed-end, diversified management investment companies.
The Adviser accepts such employment and agrees during such period to render such
services, to furnish office facilities and equipment and clerical, bookkeeping
and administrative services (other than such services, if any, provided by the
Fund's transfer agent) for the Fund, to permit any of its officers or employees
to serve without compensation as trustees or officers of the Fund if elected to
such positions, and to assume the obligations herein set forth for the
compensation herein provided. The Adviser shall, for all purposes herein
provided, be deemed to be an
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2
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for nor represent the Fund in any way, nor
otherwise be deemed an agent of the Fund.
2. For the services and facilities described in Section 1, the Fund will pay
to the Adviser, at the end of each calendar month, an investment management fee
computed by applying the following annual rate to the average daily net assets
of the Fund:
Rate Net Assets
---- ----------
.6500% Up to $125 million
.6375% $125 to $250 million
.6250% $250 to $500 million
.6125% $500 million to $1 billion
.6000% $1 billion to $2 billion
.5750% $2 billion and over
For the month and year in which this Agreement becomes effective, or terminates,
there shall be an appropriate proration on the basis of the number of days that
the Agreement shall have been in effect during the month and year, respectively.
The services of the Adviser to the Fund under this Agreement are not to be
deemed exclusive, and the Adviser shall be free to render similar services or
other services to others so long as its services hereunder are not impaired
thereby.
3. The Adviser shall arrange for officers or employees of the Adviser to
serve, without compensation from the Fund, as trustees, officers or agents of
the Fund, if duly elected or appointed to such positions, and subject to their
individual consent and to any limitations imposed by law.
4. Subject to applicable statutes and regulations, it is understood that
officers, trustees, or agents of the Fund are, or may be, interested in the
Adviser as officers, directors, agents, shareholders or otherwise, and that the
officers, directors, shareholders and agents of the Adviser may be interested in
the Fund otherwise than as trustees, officers or agents.
<PAGE>
3
5. The Adviser shall not be liable for any loss sustained by reason of the
purchase, sale or retention of any security, whether or not such purchase, sale
or retention shall have been based upon the investigation and research made by
any other individual, firm or corporation, if such recommendation shall have
been selected with due care and in good faith, except loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of the Adviser
in the performance of its obligations and duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
6. The Adviser currently manages other investment accounts and funds,
including those with investment objectives similar to the Fund, and reserves the
right to manage other such accounts and funds in the future. Securities
considered as investments for the Fund may also be appropriate for other
investment accounts and funds that may be managed by the Adviser. Subject to
applicable laws and regulations, the Adviser will attempt to allocate equitably
portfolio transactions among the portfolios of its other investment accounts and
funds purchasing securities whenever decisions are made to purchase or sell
securities by the Fund and one or more of such other accounts or funds
simultaneously. In making such allocations, the main factors to be considered by
the Adviser will be the respective investment objectives of the Fund and such
other accounts and funds, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment by the Fund and
such other accounts and funds, the size of investment commitments generally held
by the Fund and such accounts and funds, and the opinions of the persons
responsible for recommending investments to the Fund and such other accounts and
funds.
7. This Agreement shall continue in effect until August 1, 2000, unless and
until terminated by either party as hereinafter provided, and shall continue in
force from year to year thereafter, but only as long as such continuance is
specifically approved, at least annually, in the manner
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4
required by the Investment Company Act of 1940.
This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time without the payment of any penalty
by the Fund or by the Adviser upon sixty (60) days' written notice to the other
party. The Fund may effect termination by action of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the Fund, accompanied
by appropriate notice.
This Agreement may be terminated, at any time, without the payment of any
penalty, by the Board of Trustees of the Fund, or by vote of a majority of the
outstanding voting securities of the Fund, in the event that it shall have been
established by a court of competent jurisdiction that the Adviser, or any
officer or director of the Adviser, has taken any action which results in a
breach of the covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation, described in Section
2, earned prior to such termination.
8. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.
9. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for receipt of such notice.
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5
10. The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.
NUVEEN CALIFORNIA DIVIDEND
ADVANTAGE MUNICIPAL FUND
by:
----------------------
Vice President
Attest:
------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
by:
----------------------
Vice President
Attest:
------------------------
Assistant Secretary
<PAGE>
NUVEEN OPEN-END AND CLOSED-END FUNDS
DEFERRED COMPENSATION PLAN FOR
INDEPENDENT DIRECTORS AND TRUSTEES
PREAMBLE
--------
The Board of each Participating Fund hereby establishes this Deferred
Compensation Plan for Independent Directors and Trustees. The purpose of the
Plan is to allow the independent directors and trustees of the Participating
Funds to defer receipt of all, or a portion, of the compensation they earn for
their service to the Participating Funds in lieu of receiving current payments
of such compensation, and to treat any deferred amount as though an equivalent
dollar amount had been invested in shares of one or more Eligible Funds. Each
Board intends that the Plan shall be maintained at all times on an unfunded
basis for federal income tax purposes under the Internal Revenue Code of 1986,
as amended. The Plan is not covered by the Employee Retirement Income Security
Act of 1974, as amended.
SECTION 1 DEFINITIONS OF TERMS AND CONSTRUCTION
-------------------------------------
1.1 Definitions. The following terms as used in this Plan shall have the
following meanings:
(a) "Administrator" shall mean Nuveen or such other person or persons
as the Boards may from time to time designate, provided that no Eligible
Participant may serve as Administrator.
(b) "Beneficiary" shall mean such person or persons designated
pursuant to Section 4.4 hereof to receive benefits after the death of an
Eligible Participant.
(c) "Board" shall mean the Board of Directors or the Board of Trustees
of the respective Participating Funds.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.
(e) "Compensation" shall mean the retainer and fees paid by
Participating Funds to an Eligible Participant for a Deferral Period prior to
reduction for Deferrals made under this Plan.
(f) "Deferral" shall mean the amount or amounts of an Eligible
Participant's Compensation deferred under the provisions of Section 3 of this
Plan.
(g) "Deferral Account" shall mean the account maintained to reflect an
Eligible Participant's Deferrals made pursuant to Section 3 herein and any other
credits or debits thereto.
<PAGE>
(h) "Deferral Election" shall mean the Eligible Participant's
election to defer his or her compensation under Plan Section 3.1(a).
(i) "Deferral Period" shall mean each calendar quarter during which
an Eligible Participant makes, or is entitled to make, Deferrals under Section 3
hereof.
(j) "Eligible Fund" means an open-end fund managed by Nuveen and
designated by the Boards as a fund that may be chosen by an Eligible Participant
as a fund in which the Eligible Participant's Deferral Account may be deemed to
be invested.
(k) "Eligible Participant" shall mean a member of a Board who is not
an "interested person" of a Participating Fund or of Nuveen, as such term is
defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended
("1940 Act").
(l) "Hardship and Unforeseeable Emergency" shall mean a severe
financial hardship to an Eligible Participant resulting from a sudden and
unexpected illness or accident of the Eligible Participant or a dependent
(within the meaning of Section 152(a) of the Code), of the Eligible Participant,
loss of the Eligible Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances, arising from events beyond the
Eligible Participant's control. Whether circumstances constitute a Hardship and
Unforeseeable Emergency depends on the facts of each case, as determined by the
Administrator, but in any case does not include a hardship that may be relieved:
(i) through reimbursement or compensation by insurance or
otherwise;
(ii) by liquidation of the Eligible Participant's assets to the
extent that liquidation itself would not cause such a severe
financial hardship; or
(iii) by ceasing to defer receipt of any Compensation not yet
earned.
The term "Hardship and Unforeseeable Emergency" shall have the same meaning as
the term "unforeseeable emergency" as used in regulations issued under Section
457 of the Code, and shall be applied accordingly. The need to send an Eligible
Participant's child to college and the desire to purchase a home shall not
constitute a Hardship and Unforeseeable Emergency.
(n) "Net Asset Value" shall mean the per share value of an open-end
fund, as determined as set forth in such fund's registration statement under the
1940 Act, governing instruments and otherwise in accordance with law.
(o) "Nuveen" shall mean The John Nuveen Company and its affiliates.
(p) "Participating Fund" shall mean an open-end or closed-end fund
managed by Nuveen, whether existing at the time of adoption of the Plan or
established at a later date, designated by its Board as a fund compensation from
which may be deferred by an Eligible Participant. Participating Funds shall be
listed on Exhibit A to the Plan, which shall be revised
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from time to time by the Administrator, provided that failure to list a
Participating Fund on Exhibit A shall not affect its status as a Participating
Fund.
(q) "Plan" shall mean this Deferred Compensation Plan for Independent
Directors and Trustees, as amended from time to time.
(r) "Separation from Service" shall mean the date on which an
Eligible Participant ceases to be a member of a Board.
(s) "Valuation Date" shall mean the last business day of each
calendar quarter and any other day upon which Nuveen makes a valuation of the
Deferral Account.
1.2 Plurals and Gender. Where appearing in this Plan the singular shall
include the plural and the masculine shall include the feminine, and vice versa,
unless the context clearly indicates a different meaning.
1.3 Headings. The headings and subheadings in this Plan are inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof.
1.4 Separate Agreement. This Plan shall be construed as a separate
agreement between each Eligible Participant and each of the Participating Funds.
SECTION 2 PERIOD DURING WHICH DEFERRALS ARE PERMITTED
-------------------------------------------
2.1 Commencement of Deferrals. An Eligible Participant may elect, on a
form provided by, and submitted to, the Administrator, to commence Deferrals
under Section 3 hereof for the period beginning on the first day of the first
quarter beginning on or after the date such form is submitted to the
Administrator.
2.2 Termination of Deferrals. An Eligible Participant shall not be
eligible for Deferral of additional Compensation after the earlier of the
following dates:
(a) The date he cancels his election pursuant to Section 3.3(b);
(b) his Separation from Service; or
(c) the effective date of the termination of this Plan.
SECTION 3 DEFERRALS
---------
3.1 Deferral Elections.
(a) Subject to Section 3.1(d), an Eligible Participant participating
in the Plan may elect to defer receipt of all, or a specified dollar amount or
percentage of the Compensation (including fees for attending meetings) earned
per quarter by such Eligible Participant for serving as a member of the Board of
each Participating Fund or as a member of any committee (or subcommittee of such
committee) of the Board of a Participating Fund of which such Eligible
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Participant from time to time may be a member. Reimbursement of expenses of
attending meetings of the Board, committees of the Board or subcommittees of
such committees may not be deferred.
(b) Deferrals described in Section 3.1(a) above shall be withheld,
based upon the percentage or dollar amount elected, from each payment of
Compensation which the Eligible Participant would otherwise have been entitled
but for his election in Section 3.1(a) below. If a dollar amount per quarter is
elected, 100% of each payment of Compensation in each quarter will be deferred
until such amount is reached.
(c) Each Participating Fund shall establish a book entry account
("Deferral Account") to which will be credited an amount equal to the Eligible
Participant's Deferrals under this Plan. Any Compensation earned by an Eligible
Participant which he has elected to defer pursuant to the Plan will be credited
to such Eligible Participant's Deferral Account on the date such Compensation
otherwise would have been payable to such Eligible Participant. The Deferral
Account shall be debited to reflect any distributions from such Account. Such
debits shall be allocated to the Deferral Account as of the date such
distributions are made.
(d) Each amount that an Eligible Participant elects to defer shall be
allocated among all Participating Funds for which the Eligible Participant
serves as a director or trustee in the same proportion that the Eligible
Participant's Compensation would have been allocated if it had not been
deferred, and all subsequent earnings credited, and all distributions, losses
and expenses charged, to the Eligible Participant's Deferral Account, shall be
allocated among the Participating Funds in the same manner. The obligations of
the Participating Funds to pay their respective allocated shares of an Eligible
Participant's Deferral Account shall be several and not joint.
3.2 Valuation of Deferral Account.
-----------------------------
(a) Each Board shall from time to time designate one or more open-end
funds managed by Nuveen as Eligible Funds. An Eligible Participant, on his
deferral election form, shall have the right to select from the then-current
list of Eligible Funds one or more, but not more than three, funds in which his
Deferral Account shall be deemed invested as set forth in this Section 3
("Designated Funds"). An Eligible Participant may designate an Eligible Fund
even if he is not a member of the Board of that Eligible Fund. Except as
provided below, amounts credited to an Eligible Participant's Deferral Account
shall be treated as though such amounts had been invested and reinvested in
shares of the Eligible Participant's Designated Funds, initially calculated as
follows:
(i) the product of
(x) the amount of such Deferrals and
(y) the percentage of such Deferrals to be deemed invested in
that Designated Fund, divided by
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(ii) the Designated Fund's Net Asset Value per share as of the date
such amount is so credited.
(b) As of the last day of each calendar year, by written election
delivered to the Administrator not less than 10 business days prior to the end
of such year, each Eligible Participant may direct that the Designated Funds in
which his or her Deferral Account is deemed invested be changed. Any election to
change such investment direction shall indicate the dollar amount or percentage
of the balance in such Deferral Account (determined based on the then current
Net Asset Value of each Designated Fund in which the Deferral Account is deemed
invested immediately prior to giving effect to such investment change) to be
invested in each such Designated Fund. The number of shares of each Designated
Fund to be deemed held in the Eligible Participant's Deferral Account following
such investment change shall be calculated as follows:
(i) the product of
(x) the balance in such Deferral Account and
(y) the percentage of such balance to be deemed invested in that
Designated Fund divided by
(ii) the Designated Fund's Net Asset Value per share as of the last
day of such calendar year.
(c) If a Designated Fund shall pay a stock dividend on, or split,
combine, reclassify or substitute other securities by merger, consolidation or
otherwise for its outstanding shares, the Eligible Participant's Deferral
Account shall be adjusted as though shares of such Designated Fund were actually
held by the Deferral Account in order to preserve rights substantially
proportionate to the rights deemed held immediately prior to such event.
(d) On each payment date of dividends or capital gains distributions
declared on shares of any Designated Fund in which an Eligible Participant's
Deferral Account is deemed invested, the Deferral Account will be credited with
book adjustments representing all dividends or capital gains distributions which
would have been realized had such account been invested in shares of such
Designated Fund and such dividend or capital gains distribution had been
received and reinvested.
(e) The value of a Deferral Account on any Valuation Date shall be the
sum of (i) the number of shares of each Designated Fund deemed to be held in the
Deferral Account by the preceding paragraphs, multiplied by (ii) the Net Asset
Value per share of such Designated Fund on the Valuation Date.
(f) On each date upon which a distribution of less than the entire
balance is to be charged to an Eligible Participant's Deferral Account, the
amount of such distribution shall, unless the Eligible Participant otherwise
specifies in accordance with rules established by the Administrator, be
allocated among all of the Designated Funds in which the Deferral Account is
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deemed to be invested in proportion to the aggregate value of the number of
deemed shares of each such Designated Fund, and the number of deemed shares of
each such Designated Fund shall then be reduced by the portion of the
distribution allocated to such Designated Fund divided by the Net Asset Value
per share of such Designated Fund on the date on which the distribution is
charged.
(g) Unless and until each Board otherwise determines, the Eligible
Funds shall include only one or more open-end funds managed by Nuveen. Open-end
funds that cease to be managed by Nuveen shall automatically cease to be
Eligible Funds, unless one of the Boards otherwise determines with respect to
Eligible Participants that are members of such Board. Either Board may at any
time remove any open-end fund from the list of Eligible Funds, or may add any
open-end fund (whether or not managed by Nuveen), for Eligible Participants who
are members of that Board. If an Eligible Fund is removed from the list of
Eligible Funds for any reason then no further deferrals shall be deemed invested
in such Fund and, unless the Board otherwise determines, the Administrator shall
give each Eligible Participant whose Deferral Account is deemed to be invested
in such Eligible Fund a reasonable period to submit a new designation, and any
Eligible Participant who fails to submit a new designation shall be subject to
the provisions of Section 3.2(h)(iii) below.
(h) As of each Valuation Date, income, gain and loss equivalents
(determined as if the Deferral Account is invested in the manner set forth under
Section 3.2(a), above) attributable to the period following the next preceding
Valuation Date shall be credited to and/or deducted from the Eligible
Participant's Deferral Account. Except as provided below, the Eligible
Participant's Deferral Account shall receive a return in accordance with his
investment designations, provided such designations conform to the provisions of
this Section. If:
(i) the Eligible Participant does not furnish the Administrator with
a written designation,
(ii) the written designation from the Eligible Participant is
unclear, or
(iii) less than all of the Eligible Participant's Deferral Account is
covered by such written designation,
then the Eligible Participant's Deferral Account shall receive no return until
such time as the Eligible Participant shall provide the Administrator with
instructions.
3.3 Manner of Electing Deferral.
---------------------------
(a) An Eligible Participant shall elect to participate in this Plan
and defer his Compensation by completing, signing and filing with the
Administrator a Notice of Election to Defer Compensation (the "Notice") in the
form attached to this Plan. The Notice shall include:
(i) the amount of Compensation to be deferred;
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(ii) the time at which the distribution of such amount will commence,
which may be:
(A) a specified date selected by the Participant not prior to
the third anniversary of such election,
(B) the first day of the month, quarter or year following the
Eligible Participant's Separation from Service, or
(C) the earlier of (A) or (B);
provided that the distribution of an Eligible Participant's
Deferral Account shall in any event commence no later than the
fifth anniversary of that Eligible Participant's Separation from
Service.
(iii) the manner of distribution of such deferred compensation (i.e.,
in a lump sum or the number of annual or quarterly installments);
(iv) the Designated Fund or Designated Funds in which such deferrals
are to be deemed invested and in what amounts or percentages; and
(v) any beneficiary designated pursuant to Section 4.4 of this Plan.
(b) All Deferral Elections shall remain in effect until the earliest
of: (i) the date on which the Deferral Election is canceled or modified, (ii)
the date of the Eligible Participant's Separation from Service, or (iii) the
date on which the Eligible Participant begins to receive distributions from his
or her Deferral Account. An Eligible Participant may modify the amount of his
Deferral Election and/or the Designated Fund(s) specified in the Deferral
Election, on a prospective basis by submitting an amended Notice to the
Administrator. Such change will be effective as of the first day of the year
following the date such revision is submitted to the Administrator. An Eligible
Participant may cancel his Deferral Election on a prospective basis by
submitting an amended Notice to the Administrator, which cancellation of the
Deferral Election shall be effective for all Compensation for calendar quarters
beginning or for meetings held after such notice is received, subject to any
delay necessary for administrative processing. An Eligible Participant who
cancels his Deferral Election may thereafter make a new Deferral Election as of
the first day of any subsequent year pursuant to Section 3.3(a), but all new
deferrals shall be credited to the same Deferral Account, and the time and
manner of distribution of the Deferral Account, the manner in which the Deferral
Election is deemed invested, and the identity of the Eligible Participant's
Beneficiary, shall remain the same unless changed for the entire Deferral
Account as otherwise provided herein.
3.4 Time of Electing Deferral. An Eligible Participant's initial Notice
under Section 3.3(a) shall be filed with the Administrator no later than 10
business days prior to the last business day of the calendar quarter preceding
the quarter for which the Deferral Election is made. An Eligible Participant's
Notice under Section 3.3(b) modifying the amount of his Deferral Election, or a
Notice under Section 3.3(a) making a Deferral Election after a prior
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Deferral Election has been cancelled, shall be filed with the Administrator no
later than 10 business days prior to the last business day of the year preceding
the year for which the modified or new Deferral Election is effective.
SECTION 4 DISTRIBUTIONS FROM DEFERRAL ACCOUNT
-----------------------------------
4.1 Eligible Participant's Election. An Eligible Participant shall elect
at the time of his Deferral Election the time at which his distribution is to
commence, and the form of distribution, which may be either:
(a) lump sum; or
(b) annual or quarterly installments over a period of five (5) years,
with each installment being equal to the balance in the Deferral Account
immediately prior to payment of the installment divided by the number of
installments remaining to be paid (including the installment the amount of which
is being determined).
(c) If an Eligible Participant fails to designate the manner of
distribution to apply to his Deferral Account, such Deferral Account shall be
distributed in a lump sum on the first day of the month following the Eligible
Participant's Separation from Service.
(d) An Eligible Participant may elect to change his distribution
election with respect to his Deferral Account by filing an amended Notice with
the Administrator not less than six months prior to the earlier of the date on
which distribution was scheduled to begin under the original Notice or the date
on which it is scheduled to begin under the amended Notice. The Eligible
Participant's new distribution election shall be void and the Eligible
Participant's original election shall be reinstated if the date on which
distribution was originally scheduled to begin occurs (by reason of Separation
from Service or otherwise) within six months after the date on which the changed
distribution election was filed with the Administrator.
4.2 Death Prior to Complete Distribution of Deferral Account. If an
Eligible Participant dies prior to the commencement of the distribution of the
amounts credited to his Deferral Account, the balance of such Account shall be
distributed to his Beneficiary in a lump sum as soon as practicable after the
Eligible Participant's death. If an Eligible Participant dies after the
commencement of such distributions, but prior to the complete distribution of
his Deferral Account, the balance of the amounts credited to his Deferral
Account shall be distributed to his Beneficiary over the remaining period during
which such amounts were otherwise distributable to the Eligible Participant
under Section 4.1 hereof. Notwithstanding the above, the Administrator, in its
sole discretion, may accelerate the distribution of the Deferral Account.
4.3 Hardship and Unforeseeable Emergency. An Eligible Participant may
request at any time a withdrawal of part or all of the amount then credited to
his Deferral Account on account of Hardship and Unforeseeable Emergency by
submitting a written request to the Administrator accompanied by evidence that
his financial condition constitutes a Hardship and Unforeseeable Emergency. The
Administrator shall review the Eligible Participant's request and
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determine the extent, if any, to which such request is justified. Any such
withdrawal shall be limited to an amount reasonably necessary to meet the
Hardship and Unforeseeable Emergency, but not more than the amount of the
Eligible Participant's Deferral Account.
4.4 Designation of Beneficiary. For the purposes of Section 4.2 hereof, the
Eligible Participant's Beneficiary shall be the person or persons so designated
by the Eligible Participant in a written instrument submitted to the
Administrator. Subject to rules established by the Administrator, an Eligible
Participant may designate multiple or alternative Beneficiaries, and may change
his Beneficiary at any time without the consent of any prior Beneficiary;
provided that no change of a Beneficiary shall be effective unless and until
actually received, in proper form, by the Administrator during the Eligible
Participant's life. The Administrator's determination of the person eligible to
receive the Deferral Account of a deceased Eligible Participant, if made in good
faith, shall be final and binding on all parties. If an Eligible Participant
fails to properly designate a Beneficiary or if his Beneficiary predeceases him,
his beneficiary shall be his estate.
4.5 Domestic Relations Orders. If any judgment, decree or order (including
approval of a property settlement agreement) which (i) relates to the provision
of child support, alimony payments, or marital property rights to a spouse,
former spouse, child, or other dependent of an Eligible Participant, and (ii) is
made pursuant to a state or foreign domestic relations law (including a
community property law) directs assignment of a portion of an Eligible
Participant's Deferral Account to a spouse, former spouse, child, or other
dependent of an Eligible Participant, such amount may be paid in a lump-sum cash
payment at the request of the person to whom assignment is directed to be made
as soon as administratively possible after the Administrator's receipt of the
signed order, as long as the order (or a written direction to the Administrator
of how to interpret the order, signed by the Eligible Participant and the person
to whom the order directs assignment) clearly specifies the amount of the
Deferral Account assigned and the timing of payment to the person to whom the
assignment is made.
SECTION 5 AMENDMENTS AND TERMINATION
--------------------------
5.1 Amendments. The Boards reserve the right to amend, in whole or in
part, and in any manner, any or all of the provisions of this Plan by action of
both Boards, except that no amendment shall reduce the balance in any Eligible
Participant's Deferral Account, or (unless necessary to comply with the 1940 Act
or other applicable law) significantly delay the time at which such balance is
payable without the consent of the Eligible Participant affected.
5.2 Termination. Each Board may terminate this Plan at any time by action
of the Board and the Eligible Participants' Deferral Accounts shall become
payable as of the Valuation Date next following the effective date of the
termination of this Plan. If one Board elects to terminate the Plan with respect
to the Eligible Participants who are members of such Board, the Plan shall
remain in effect with respect to Eligible Participants who are members of the
other Board.
9
<PAGE>
SECTION 6 MISCELLANEOUS
-------------
6.1 Rights of Creditors.
-------------------
(a) This Plan is unfunded. Neither an Eligible Participant nor any
other person shall have any interest in any specific asset or assets of a
Participating Fund by reason of any Deferral Account hereunder, nor any rights
to receive distribution of his Deferral Account except and to the extent
expressly provided hereunder. Except for money market funds complying with rule
2a-7 under the 1940 Act, a Participating Fund shall not be required to purchase,
hold or dispose of any investments pursuant to this Plan. If in order to cover
its obligations hereunder a Participating Fund purchases any investments, the
same shall continue for all purposes to be a part of the general assets and
property of that Participating Fund subject to the claims of its general
creditors and no person other than the Participating Fund shall by virtue of the
provisions of this Plan have any interest in such assets other than an interest
as a general creditor of the Participating Fund.
(b) The rights of an Eligible Participant and the Beneficiaries to
the amounts held in the Deferral Account are unsecured and such amounts shall be
subject to the claims of the creditors of a Participating Fund. With respect to
the payment of amounts held under the Deferral Account, the Eligible Participant
and his Beneficiaries have the status of unsecured creditors of that
Participating Fund. This Plan is executed on behalf of each Participating Fund
by an officer of that Participating Fund as such and not individually. Any
obligation of a Participating Fund hereunder shall be an unsecured obligation of
that Participating Fund and not of any other person.
6.2 Agents. Each Participating Fund may employ agents and provide for such
clerical, legal, actuarial, accounting, advisory or other services as it deems
necessary to perform its duties under this Plan. Each Participating Fund shall
bear the cost of such services and all other expenses it incurs in connection
with the administration of this Plan.
6.3 Incapacity. If the Administrator shall receive evidence satisfactory
to it that an Eligible Participant or any Beneficiary entitled to receive any
benefit under the Plan is, at the time when such benefit becomes payable, a
minor, or is physically or mentally incompetent to receive such benefit and to
give a valid release therefor, and that another person or an institution is then
maintaining or has custody of the Eligible Participant or Beneficiary and that
no guardian, committee or other representative of the estate of the Eligible
Participant or Beneficiary shall have been duly appointed, a Participating Fund
may make payment of such benefit otherwise payable to the Eligible Participant
or Beneficiary to such other person or institution, including a custodian under
a Uniform Transfers to Minors Act or corresponding legislation (who shall be an
adult, a guardian of the minor or a trust company), and the release of such
other person or institution shall be a valid and complete discharge for the
payment of such benefit.
6.4 Statement of Deferral Account. The Administrator will furnish each
Eligible Participant with a statement setting forth the value of such Eligible
Participant's Deferral Account as of the end of each calendar year and all
credits to and payments from such Deferral
10
<PAGE>
Account during such year. Such statements will be furnished no later than 60
days after the end of each calendar year.
6.5 Governing Law. This Plan shall be governed by the laws of the State
of Illinois.
6.6 Non-guarantee of Status. Nothing contained in this Plan shall be
construed as a contract or guarantee of the right of an Eligible Participant to
be, or remain as, a director or a trustee of a fund, or to receive any, or any
particular rate of, Compensation.
6.7 Counsel. Each Board may consult with legal counsel with respect to the
meaning or construction of this Plan, its obligations or duties hereunder or
with respect to any action or proceeding or any question of law, and it shall be
fully protected with respect to any action taken or omitted by it in good faith
pursuant to the advice of legal counsel.
6.8 Interests Not Transferable. An Eligible Participant's and
Beneficiaries' interests in the Deferral Account may not be anticipated, sold,
encumbered, pledged, mortgaged, charged, transferred, alienated, assigned nor
become subject to execution, garnishment or attachment and any attempt to do so
by any person shall be deemed null and void; no Participating Fund shall
recognize the rights of any party under this Plan except those of the Eligible
Participant or his Beneficiary; provided that this Section 6.8 shall not
preclude a Participating Fund from offsetting any amount payable to an Eligible
Participant hereunder by any amount owed by such Eligible Participant to that
Participating Fund or to Nuveen.
6.9 Entire Agreement. This Plan contains the entire understanding between
each Participating Fund and the Eligible Participants with respect to the
payment of non-qualified deferred compensation by a Participating Fund to the
Eligible Participants.
6.10 Powers of Administrator. In addition to other powers specifically set
forth herein, the Administrator shall have all power and authority necessary or
convenient for the administration of this Plan, including without limitation the
authority to:
(i) construe and interpret the Plan, and resolve any inconsistency or
ambiguity with respect to any of its terms;
(ii) decide all questions of eligibility and determine the amount, manner
and time of payment of any benefits hereunder;
(iii) prescribe rules and procedures to be followed by Eligible
Participants or Beneficiaries in making any election or taking any
action provided for herein, which rules and procedures may alter any
provision of the Plan that is administrative or ministerial in nature
without the necessity for an amendment;
(iv) allocate Deferral Accounts among the Eligible Funds;
(v) maintain all the necessary records for the administration of the Plan;
11
<PAGE>
(vi) delegate any of it duties or powers under the Plan to any other person
acting under its supervision; and
(vi) do all other acts which the Administrator deems necessary or proper to
accomplish and implement its responsibilities under the Plan.
Any rule or procedure adopted by the Administrator, or any decision, ruling or
determination made by the Administrator, in good faith shall be final, binding
and conclusive on all Participating Funds, Eligible Participants, Beneficiaries
and all persons claiming through them. The authority of the Administrator may be
exercised by such person as the Chief Executive Officer of the Administrator may
designate or, in the absence of a specific designation, by those officers and
employees of the Administrator whose normal duties include payment of
compensation to independent directors and trustees.
6.11 Participant Litigation. In any action or proceeding regarding the
Plan Eligible Participants or their Beneficiaries or any other persons having or
claiming to have an interest in this Plan shall not be necessary parties and
shall not be entitled to any notice or process. Any final judgment which is not
appealed or appealable and may be entered in any such action or proceeding shall
be binding and conclusive on the parties hereto and all persons having or
claiming to have any interest in this Plan. To the extent permitted by law, if a
legal action is begun against either Board, any Participating Fund, the
Administrator, or any of their respective officers, directors, trustees,
employees or agents (an "indemnified party"), by or on behalf of any person and
such action results adversely to such person or if a legal action arises because
of conflicting claims to an Eligible Participant's or other person's benefits,
the costs to the indemnified party of defending the action will be charged to
the amounts, if any, which were involved in the action or were payable to the
Eligible Participant or other person concerned. To the extent permitted by
applicable law, acceptance of participation in this Plan shall constitute a
release of each of the indemnified parties from any and all liability and
obligation not involving willful misconduct or gross neglect.
6.12 Successors and Assigns. This Plan shall be binding upon, and shall
inure to the benefit of, the Participating Funds and their successors and
assigns and to the Eligible Participants and their heirs, executors,
administrators and personal representatives.
6.13 Severability. In the event any one or more provisions of this Plan
are held to be invalid or unenforceable, such illegality or unenforceability
shall not affect the validity or enforceability of the other provisions hereof
and such other provisions shall remain in full force and effect unaffected by
such invalidity or unenforceability.
12
<PAGE>
IN WITNESS WHEREOF, each Participating Fund has caused this Plan to be
executed by one of its duly authorized officers, this 30th day of October, 1998.
By: /s/ Alan G. Berkshire
------------------------
Name: Alan G. Berkshire
Title: Vice President
Nuveen Municipal Bond Fund
Nuveen Municipal Value Fund, Inc.
Nuveen Insured Municipal Opportunity Fund, Inc.
Nuveen Premium Income Municipal Fund, Inc.
Nuveen Performance Plus Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Municipal Market Opportunity Fund, Inc.
Nuveen Municipal Advantage Fund, Inc.
Nuveen Premium Income Municipal Fund 2, Inc.
Nuveen Premium Income Municipal Fund 4, Inc.
Nuveen Insured Quality Municipal Fund, Inc.
Nuveen Insured Municipal Bond Fund
Nuveen Investment Quality Municipal Fund, Inc.
Nuveen Insured Premium Income Municipal Fund 2
Nuveen Select Quality Municipal Fund, Inc.
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen New York Quality Income Municipal Fund, Inc.
Nuveen New York Select Quality Municipal Fund, Inc.
Nuveen California Select Quality Municipal Fund, Inc.
Nuveen California Quality Income Municipal Fund, Inc.
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Premier Municipal Income Fund, Inc.
Nuveen Premier Insured Municipal Income Fund, Inc.
Nuveen New Jersey Investment Quality Municipal Fund, Inc.
Nuveen New York Investment Quality Municipal Fund, Inc.
Nuveen New York Insured Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Florida Investment Quality Municipal Fund
Nuveen Pennsylvania Investment Quality Municipal Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Pennsylvania Premium Income Fund 2
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen New York Performance Plus Municipal Fund, Inc.
Nuveen Insured Florida Premium Income Municipal Fund
Nuveen Florida Quality Income Municipal Fund
Nuveen Tax-Exempt Money Market Fund, Inc.
Nuveen Flagship Tennessee Municipal Bond Fund
Nuveen California Investment Quality Municipal Fund, Inc.
Nuveen California Performance Plus Municipal Fund, Inc.
Nuveen Insured California Premium Income Municipal Fund 2, Inc.
Nuveen New Jersey Premium Income Municipal Fund, Inc.
Nuveen Select Tax-Free Income Portfolio
Nuveen Select Tax-Free Income Portfolio 2
Nuveen Select Tax-Free Income Portfolio 3
Nuveen Insured California Select Tax-Free Income Portfolio
Nuveen Insured New York Select Tax-Free Income Portfolio
Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen Rittenhouse Growth Fund
- ----------------------------------
Witness
13
<PAGE>
Exhibit A
NUVEEN OPEN-END AND CLOSED-END FUNDS
DEFERRED COMPENSATION PLAN FOR INDEPENDENT
DIRECTORS AND TRUSTEES
PARTICIPATING FUNDS
(For Directors and Trustees of Funds managed by Nuveen Advisory Corp.)
Nuveen Municipal Bond Fund
Nuveen Municipal Value Fund, Inc.
Nuveen Insured Municipal Opportunity Fund, Inc.
Nuveen Premium Income Municipal Fund, Inc.
Nuveen Performance Plus Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Municipal Market Opportunity Fund, Inc.
Nuveen Municipal Advantage Fund, Inc.
Nuveen Premium Income Municipal Fund 2, Inc.
Nuveen Premium Income Municipal Fund 4, Inc.
Nuveen Insured Quality Municipal Fund, Inc.
Nuveen Insured Municipal Bond Fund
Nuveen Investment Quality Municipal Fund, Inc.
Nuveen Insured Premium Income Municipal Fund 2
Nuveen Select Quality Municipal Fund, Inc.
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen New York Quality Income Municipal Fund, Inc.
Nuveen New York Select Quality Municipal Fund, Inc.
Nuveen California Select Quality Municipal Fund, Inc.
Nuveen California Quality Income Municipal Fund, Inc.
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Premier Municipal Income Fund, Inc.
Nuveen Premier Insured Municipal Income Fund, Inc.
Nuveen New Jersey Investment Quality Municipal Fund, Inc.
Nuveen New York Investment Quality Municipal Fund, Inc.
Nuveen New York Insured Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Florida Investment Quality Municipal Fund
Nuveen Pennsylvania Investment Quality Municipal Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Pennsylvania Premium Income Fund 2
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen New York Performance Plus Municipal Fund, Inc.
Nuveen Insured Florida Premium Income Municipal Fund
Nuveen Florida Quality Income Municipal Fund
Nuveen Tax-Exempt Money Market Fund, Inc.
1
<PAGE>
Exhibit A
Nuveen Flagship Tennessee Municipal Bond Fund
Nuveen California Investment Quality Municipal Fund, Inc.
Nuveen California Performance Plus Municipal Fund, Inc.
Nuveen Insured California Premium Income Fund 2, Inc.
Nuveen New Jersey Premium Income Municipal Fund, Inc.
(For Trustees of Funds managed by Nuveen Institutional Advisory Corp.)
Nuveen Select Tax-Free Income Portfolio
Nuveen Select Tax-Free Income Portfolio 2
Nuveen Select Tax-Free Income Portfolio 3
Nuveen Insured California Select Tax-Free Income Portfolio
Nuveen Insured New York Select Tax-Free Income Portfolio
Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen Rittenhouse Growth Fund
As of January 1, 1999
2
<PAGE>
Exhibit B
NUVEEN OPEN-END AND CLOSED-END FUNDS
DEFERRED COMPENSATION PLAN FOR INDEPENDENT
DIRECTORS AND TRUSTEES
- --------------------------------------------------------------------------------
ELIGIBLE FUNDS
- --------------------------------------------------------------------------------
You may choose from the following Eligible Funds:
Nuveen Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Flagship Utility Income Fund
Nuveen Balanced Stock and Bond Fund
Nuveen European Value Fund
Nuveen Growth and Income Stock Fund
Nuveen Rittenhouse Growth Fund
As of January 1, 1999
1
<PAGE>
Exhibit C
NUVEEN OPEN-END AND CLOSED-END FUNDS
DEFERRED COMPENSATION PLAN FOR INDEPENDENT
DIRECTORS AND TRUSTEES
- --------------------------------------------------------------------------------
DEFERRAL ELECTION FORM
- --------------------------------------------------------------------------------
I. Deferral of Compensation
------------------------
You may elect to defer up to 100 percent of your compensation from Participating
Funds, in fixed dollar or whole percentage amounts, to be credited to your
Deferral Account under the Plan. The Deferral Account will be further credited
with a return on the Deferral Account balance as provided under the Plan.
Starting ____________, ____ and for each quarter thereafter (unless subsequently
amended by completion of a new election form), I hereby elect that the following
amount of my compensation from Participating Funds be deferred under the Plan:
$_______ or _______%
II. Election of Deferral Period
---------------------------
You are required under the Plan to elect the date to which Deferrals (plus
applicable investment return) are to be deferred. Your election shall specify
that distribution be deferred to (a) a specific date (which must be at least
three years after the date of this election), (b) the beginning of the month,
quarter or year following your Separation from Service, or (c) the earlier of a
specific date or the beginning of the month, quarter or year following your
Separation from Service; provided that distribution from your Deferral Account
must in any event begin no later than the fifth anniversary of your Separation
from Service
I hereby make the following elections regarding my Deferrals under the Plan
(choose one):
[_] The compensation I elect to defer under the Plan is to be deferred until
___________________________ (specify a date).
[_] The compensation I elect to defer under the Plan is to be deferred until
the [_] first day of the month [_] first day of the calendar year
[_] fifth anniversary (choose one) following my Separation from Service.
[_] The compensation I elect to defer under the Plan is to be deferred until
the earlier of (i) _______________________ (specify a date) or (ii) the
beginning of the first [_] month [_] quarter [_] year (choose one)
following my Separation from Service.
<PAGE>
III. Form of Distribution
--------------------
You are required to elect the form of distribution, which may be either (a) a
lump sum or (b) equal annual installments over five years (may be paid to you
quarterly).
My distributions from the Plan are to be in the form of (choose one):
[_] a lump sum; or
[_] annual installments over five (5) years; or
[_] quarterly installments over five (5) years.
I understand that the amounts held in the Deferral Account shall remain the
general assets of the Fund in which those amounts are held and that, with
respect to the payment of such amounts, I am merely a general unsecured creditor
of that Fund. I may not sell, encumber, pledge, assign or otherwise alienate the
amounts held under the Deferral Account.
I hereby agree that the terms of the Plan are incorporated herein and are made a
part hereof.
IV. Decline or Terminate Participation
----------------------------------
[_] I do not wish to participate in the Plan, or if currently participating, I
wish to terminate my participation at this time.
----------------------------------
PARTICIPANT
----------------------------------
Date
Accepted by Administrator:
- ---------------------------------- ----------------------------------
Administrator Date
2
<PAGE>
Exhibit D
NUVEEN OPEN-END AND CLOSED-END FUNDS
DEFERRED COMPENSATION PLAN FOR INDEPENDENT
DIRECTORS AND TRUSTEES
RETURN DESIGNATION FORM
Under the Deferred Compensation Plan for Independent Directors and Trustees (the
"Plan"), I hereby elect that the return on my Deferral Account under the Plan be
computed as if the Deferral Account was invested in the following Eligible
Fund(s) (selected from the list of Eligible Funds attached):
TRANSFER ATTRIBUTION OF MY EXISTING DEFERRAL ACCOUNT BALANCE:
<TABLE>
<CAPTION>
Percentage or Dollar Amount of Deferral
Name of Eligible Fund Account Balance to be Transferred to Fund
<S> <C>
______________________________________________ $______ _____%
______________________________________________ $______ _____%
______________________________________________ $______ _____%
Total_________________________________________ $______ _____%
</TABLE>
ATTRIBUTE MY NEW DEFERRALS:
<TABLE>
<CAPTION>
Percentage or Dollar Amount of New
Name of Eligible Fund Deferrals to be Attributed to Fund
<S> <C>
______________________________________________ $______ _____%
______________________________________________ $______ _____%
______________________________________________ $______ _____%
Total_________________________________________ $______ _____%
total must equal 100%
</TABLE>
I realize that the designation included on this Form shall be effective until I
have filed another valid Return Designation Form with the Administrator. If (a)
I make no written designation, (b) the written designation is unclear or (c)
less than 100% of my Deferral Account is covered by this election, then my
Deferral Account shall not be credited with any returns until I provide the
19
<PAGE>
Administrator with appropriate instructions. This form must be delivered to the
Administrator at least 5 business days before the end of the calendar quarter to
be effective the following quarter.
-----------------------------------------
PARTICIPANT
-----------------------------------------
Date
Accepted by Administrator:
__________________________________
Administrator Date
2
<PAGE>
Exhibit E
NUVEEN OPEN-END AND CLOSED-END FUNDS
DEFERRED COMPENSATION PLAN FOR INDEPENDENT
DIRECTORS AND TRUSTEES
BENEFICIARY DESIGNATION FORM
Under the Deferred Compensation Plan for Independent Directors and Trustees (the
"Plan"), I hereby make the following beneficiary designations:
I. Primary Beneficiary
-------------------
I hereby select the following as my primary Beneficiary(ies) to receive at my
death, in accordance with the Plan, the amounts held in my Deferral Account
under the Plan. In the event I am survived by more than one primary Beneficiary,
such primary Beneficiaries shall share equally in the distribution of my
Deferral Account unless I indicate otherwise on an attachment to this form:
[ ] My estate.
[ ] The trustee or trustees of
----------------------------------------------
(provide name and date of trust)
[ ] The following individuals:
a.
----------------------------------------------------------------------
Name (Relationship)
----------------------------------------------------------------------
Address
----------------------------------------------------------------------
City State Zip SSN
b.
----------------------------------------------------------------------
Name (Relationship)
----------------------------------------------------------------------
Address
----------------------------------------------------------------------
City State Zip SSN
Please include an attachment to this form if you wish to select additional
primary Beneficiaries.
21
<PAGE>
II. Secondary Beneficiary
---------------------
In the event I am not survived by any primary Beneficiary, I hereby appoint the
following as secondary Beneficiary(ies) to receive at my death, in accordance
with the Plan, the amounts held in my deferral account under the Plan. In the
event I am survived by more than one secondary Beneficiary, such secondary
Beneficiaries shall share equally in the distribution of my Deferral Account
unless I indicate otherwise on an attachment to this form:
[ ] My estate.
[ ] The trustee or trustees of
----------------------------------------------
(provide name and date of trust)
[ ] The following individuals:
a.
----------------------------------------------------------------------
Name (Relationship)
----------------------------------------------------------------------
Address
----------------------------------------------------------------------
City State Zip SSN
b.
----------------------------------------------------------------------
Name (Relationship)
----------------------------------------------------------------------
Address
----------------------------------------------------------------------
City State Zip SSN
Please include an attachment to this form if you wish to select additional
secondary Beneficiaries.
I understand that if I am not survived by any primary or secondary Beneficiary,
my Beneficiary shall be as set forth under the Plan.
Date:
------------------------- --------------------------
PARTICIPANT
Accepted by Administrator:
- ------------------------------------- --------------------------
Administrator Date
22
<PAGE>
Exhibit F
NUVEEN OPEN-END AND CLOSED-END FUNDS
DEFERRED COMPENSATION PLAN FOR INDEPENDENT
DIRECTORS AND TRUSTEES
HARDSHIP WITHDRAWAL FORM
Under the Deferred Compensation Plan for Independent Directors and Trustees (the
"Plan"), I may request at any time a Hardship and Unforeseeable Emergency
withdrawal (an "Emergency Withdrawal") of part or all of the amount then
credited to my Deferral Account. The amount of the Emergency Withdrawal shall be
limited to the amount necessary to meet the Emergency.
I request a hardship withdrawal of $__________________ for the
following reason:
[_] My own or a dependent's sudden and unexpected illness.
[_] The loss of my property due to casualty.
[_] Other (explain):
In addition, I certify that the Emergency may not be relieved through (a)
reimbursement or compensation by insurance or otherwise; (b) liquidation of my
assets to the extent that liquidation itself would not cause an Emergency, or
(c) ceasing to defer receipt of any compensation that I have not yet earned. In
addition, I realize that the Administrator may require additional information
from me before deciding whether to grant this request for an Emergency
withdrawal.
_____________________________________
PARTICIPANT
_____________________________________
Date
[Administrator]: Approved: _____ Denied: _____
_____________________________________________________
[Administrator] Date
23
<PAGE>
EXCHANGE TRADED FUND CUSTODY AGREEMENT
THIS AGREEMENT is made this ___ day of __________, 199_ by and between
NUVEEN ___________________ FUND, a closed-end investment company organized as a
Massachusetts business trust (the "Fund"), and THE CHASE MANHATTAN BANK, a New
York banking corporation ("Chase").
W I T N E S S E T H
WHEREAS, the Fund is registered as a closed-end diversified, management
investment company under the Investment Company act of 1940 (the "1940 Act")
WHEREAS, the Fund desires to retain Chase to serve as the Fund's custodian
and Chase is willing to act as custodian hereunder.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Chase to act as custodian of
its portfolio securities, cash and other property on the terms set forth in this
Agreement. Chase accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided in Section 23 of
this Agreement.
2. Delivery of Documents. The Fund has furnished Chase with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Trustees authorizing the
appointment of Chase as Custodian of the portfolio securities, cash and other
property of the Fund and approving this Agreement;
(b) Incumbency and signature certificates identifying and containing the
signatures of the Fund's officers and/or the persons authorized to sign Proper
Instructions, as hereinafter defined, on behalf of the Fund;
(c) The Fund's Declaration of Trust filed with the Commonwealth of
Massachusetts and all amendments thereto (such Declaration of Trust as currently
in effect and from time to time, be amended, are herein called the
"Declaration");
(d) The Fund's By-Laws and all amendments thereto (such By-Laws, as
currently in effect and as they shall from time to time be amended, are herein
called the "By-Laws"),
(e) Resolutions of the Fund's Board of Trustees appointing the investment
advisor of the Fund and resolutions of the Fund's Board of Trustees and the
Fund's Shareholders
1
<PAGE>
approving the proposed Investment Advisory Agreement between the Fund and the
advisor (the "Advisory Agreement");
(f) The Advisory Agreement
(g) The Fund's Notification of Registration filed pursuant to Section 8(a)
of the 1940 Act and the Securities Act of 1933, as amended ("the 1933 Act") with
the SEC; and
(h) The Fund's most recent prospectus and statement including all
amendments and supplements thereto (the "Prospectus").
Upon request the Fund will furnish Chase with copies of all amendments of
or supplements to the foregoing, if any. The Fund will also furnish Chase upon
request with a copy of the opinion of counsel for the Fund with respect to the
validity of the Shares of the Fund and the status of such Shares under the 1933
Act filed with the SEC, and any other applicable federal law or regulation.
3. Definitions.
(a) "Authorized Person". As used in this Agreement, the term "Authorized
Person" means the Fund's President, Treasurer and any other person, whether or
not any such person is an officer or employee of the Fund, duly authorized by
the Board of Trustees of the Fund to give Proper Instructions on behalf of the
Fund as set forth in resolutions of the Fund's Board of Trustees.
(b) "Book-Entry System". As used in this Agreement, the term "Book-Entry
System" means a book-entry system authorized by the U.S. Department of Treasury,
its successor or successors and its nominee or nominees.
(c) "Proper Instructions". Proper Instructions as used herein means a
writing signed or initialed by two or more persons as the Board of Trustees
shall have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if Chase reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all such oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the Board of Trustees of the Fund
accompanied by a detailed description of procedures approved by the Board of
Trustees, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Board of
Trustees and Chase are satisfied that such procedures afford adequate safeguards
for the Fund's assets. For purposes of this Section, Proper Instructions shall
include instructions received by Chase pursuant to any three-party agreement
which requires a segregated asset account in accordance with Section 9.
2
<PAGE>
(d) "Property". The term "Property", as used in this Agreement, means:
(i) any and all securities and other property of the Fund which the
Fund may from time to time deposit, or cause to be deposited, with Chase or
which Chase may from time to time hold for the Fund;
(ii) all income in respect of any such securities or other property;
and
(iii) all proceeds of the sales of any of such securities or other
property.
(e) "Securities Depository". As used in this Agreement, the term
"Securities Depository" shall mean The Depository Trust Company, a clearing
agency registered with the SEC or its successor or successors and its nominee or
nominees; and shall also mean any other registered clearing agency, its
successor or successors specifically identified in a certified copy of a
resolution of the Company's Board of Trustees approving deposits by Chase
therein.
4. Delivery and Registration of the Property. The Fund will deliver or
cause to be delivered to Chase all securities and all moneys owned by it,
including payments of interest, principal and capital distributions and cash
received by it from the issuance of its Shares, at any time during the period of
this Agreement, except for securities and monies to be delivered to any
subcustodian appointed pursuant to Section 7 hereof. Chase will not be
responsible for such securities and such monies until actually received by it.
All securities delivered to Chase or to any such subcustodian (other than in
bearer form) shall be registered in the name of the Fund or in the name of a
nominee of the Fund or in the name of Chase or any nominee of Chase (with or
without indication of fiduciary status) or in the name of any subcustodian or
any nominee of such subcustodian appointed pursuant to Paragraph 7 hereof, or
with a Securities Depository or its nominee pursuant to Section 8 hereof, or
shall be properly endorsed and in form for transfer satisfactory to Chase.
5. Voting Rights. With respect to all securities, however registered, it
is understood that the voting and other rights and powers shall be exercised by
the Fund. Chase's only duty shall be to mail for delivery on the next business
day to the Fund any documents received, including proxy statements and offering
circulars, with any proxies for securities registered in a nominee name executed
by such nominee. Where warrants, options, tenders or other securities have fixed
expiration dates, the Fund understands that in order for Chase to act, Chase
must receive the Fund's instructions at its offices in New York, addressed as
Chase may from time to time request, by no later than noon (NY City time) at
least two business days prior to the last scheduled date to act with respect
thereto (or such earlier date or time as Chase may reasonably notify the Fund).
Absent Chase's
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timely receipt of such instructions, such instruments will expire without
liability to Chase.
6. Receipt and Disbursement of Money.
(a) Chase shall open and maintain a custody account for the Fund, subject
only to draft or order by Chase acting pursuant to the terms of this Agreement,
and shall hold in such account, subject to the provisions hereof, all cash
received by it from or for the Fund other than cash maintained by the Fund in a
bank account established and used in accordance with Rule 17f-3 under the 1940
Act. Funds held by Chase for the Fund may be deposited by Chase to the Fund's
credit at Chase or in such other banks or trust companies as Chase may in its
discretion deem necessary or desirable; provided, however, that every such bank
or trust company shall be qualified to act as a custodian under the 1940 Act,
and that each such bank or trust company shall be approved by vote of a majority
of the Board of Trustees of the Fund. Such funds shall be deposited by Chase in
its capacity as Custodian and shall be withdrawable by Chase only in that
capacity.
(b) Upon receipt of Proper Instructions (which may be continuing
instructions as deemed appropriate by the parties) Chase shall make payments of
cash to, or for the account of, the Fund from such cash only (i) for the
purchase of securities, options, futures contracts or options on futures
contracts for the Fund as provided in Section 13 hereof; (ii) in the case of a
purchase of securities effected through a Book-Entry System or Securities
Depository, in accordance with the conditions set forth in Section 8 hereof;
(iii) in the case of repurchase agreements entered into between the Fund and
Chase, or another bank, or a broker-dealer which is a member of The National
Association of Securities Dealers, Inc. ("NASD"), either (a) against delivery of
the securities either in certificate form or through an entry crediting Chase's
account at the Federal Reserve Bank with such securities or (b) against delivery
of the receipt evidencing purchase by the Fund of securities owned by Chase
along with written evidence of the agreement by Chase to repurchase such
securities from the Fund; (iv) for transfer to a time deposit account of the
Fund in any bank, whether domestic or foreign; such transfer may be effected
prior to receipt of a confirmation from a broker and/or the applicable bank
pursuant to Proper Instructions from the Fund; (v) for the payment of dividends
or other distributions on shares declared pursuant to the governing documents of
the Fund, or for the payment of interest, taxes, administration, distribution or
advisory fees or expenses which are to be borne by the Fund under the terms of
this Agreement, any Advisory Agreement, or any administration agreement; (vi)
for payments in connection with the conversion, exchange or surrender of
securities owned or subscribed to by the Fund and held by or to be delivered to
Chase; (vii) to a subcustodian pursuant to Section 7 hereof; (viii) for such
common expenses incurred by the Fund in the ordinary course of its business,
including but not limited to printing and mailing expenses, legal fees,
accountants fees, exchange fees; or (ix) for any other proper purpose, but only
upon receipt of, in addition to Proper Instructions.
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(c) Chase is hereby authorized to endorse and collect all checks, drafts
or other orders for the payment of money received as custodian for the Fund.
6A. Advances by Custodian. The Fund may from time to time purchase
securities for settlement payable in "next day" funds and provide for payment
for such transactions by selling securities for settlement in "same day" funds
settling on the day after settlement of the Fund's purchase transaction. Under
these circumstances the Fund may require the Custodian to advance funds in
amounts not exceeding 20% of the value of the Fund's assets at the time of the
advance for payment of the securities purchase transaction, and the Custodian
shall recover an amount equal to its advance, with interest at the rate it
customarily charges for such transactions, from the proceeds of the securities
sale. In addition to the foregoing, the Custodian may from time to time agree to
advance cash to the Fund, with interest, for the Fund's other proper corporate
purposes. If the Custodian advances cash for any purpose, the Fund shall and
hereby does grant to the Custodian a security interest in Fund securities equal
in value to the amount of the cash advance but in no event shall the value of
securities in which a security interest has been granted exceed 20% of the value
of the Fund's total assets at the time of the pledge; should the Fund fail to
repay the Custodian promptly, the Custodian shall be entitled to utilize
available cash to reasonably dispose of any securities in which it has a
security interest to the extent necessary to obtain reimbursement.
7. Receipt and Delivery of Securities.
(a) Except as provided by Section 8 hereof, Chase shall hold and
physically segregate all securities and noncash Property received by it for the
Fund. All such securities and non-cash Property are to be held or disposed of by
Chase for the Fund pursuant to the terms of this Agreement. In the absence of
Proper Instructions, Chase shall have no power or authority to withdraw,
deliver, assign, hypothecate, pledge or otherwise dispose of any such securities
and investments, except in accordance with the express terms provided for in
this Agreement. In no case may any trustee, officer, employee or agent of the
Fund withdraw any securities. In connection with its duties under this Section
7, Chase may, at its own expense, enter into subcustodian agreements with other
banks or trust companies for the receipt of certain securities and cash to be
held by Chase for the account of the Fund pursuant to this Agreement; provided
that each such bank or trust company has an aggregate capital, surplus and
undivided profits, as shown by its last published report, of not less than
twenty million dollars ($20,000,000. Chase will be liable for acts or omissions
of any subcustodian. Chase shall employ sub-custodians upon receipt of Proper
Instructions.
(b) Promptly after the close of business on each day Chase shall furnish
the Fund with confirmations and a summary of all transfers to or from the
account of the Fund during said day. Where securities are transferred to the
account of the Fund established at
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<PAGE>
a Securities Depository or Book Entry System pursuant to Section 8 hereof, Chase
shall also by book-entry or otherwise identify as belonging to such Fund the
quantity of securities in a fungible bulk of securities registered in the name
of Chase (or its nominee) or shown in Chase's account on the books of a
Securities Depository or Book-Entry System. At least monthly and from time to
time, Chase shall furnish the Fund with a detailed statement of the Property
held for the Fund under this Agreement.
8. Use of Securities Depository or Book-Entry System. The Fund shall
deliver to Chase a certified resolution of the Board of Trustees of the Fund
approving, authorizing and instructing Chase on a continuous and ongoing basis
until instructed to the contrary by Proper Instructions actually received by
Chase (i) to deposit in a Securities Depository or Book-Entry System all
securities of the Fund eligible for deposit therein and (ii) to utilize a
Securities Depository or Book-Entry System to the extent possible in connection
with the performance of its duties hereunder, including without limitation
settlements of purchases and sales of securities by the Fund, and deliveries and
returns of securities collateral in connection with borrowings. Without limiting
the generality of such use, it is agreed that the following provisions shall
apply thereto:
(a) Securities and any cash of the Fund deposited in a Securities
Depository or Book-Entry System will at all times (1) be represented in an
account of Chase in the Securities Depository or Book Entry System (the
"Account") and (2) be segregated from any assets and cash controlled by Chase in
other than a fiduciary or custodian capacity but may be commingled with other
assets held in such capacities. Chase will effect payment for securities and
receive and deliver securities in accordance with accepted industry practices as
set forth in (b) below, unless the Fund has given Chase Proper Instructions to
the contrary. The records of Chase with respect to securities of the Fund
maintained in a Securities Depository or Book Entry System shall identify by
book entry those securities belonging to the Fund.
(b) Chase shall pay for securities purchased for the account of the Fund
upon (i) receipt of advice from the Securities Depository or Book Entry System
that such securities have been transferred to the Account, and (ii) the making
of an entry on the records of Chase to reflect such payment and transfer for the
account of the Fund. Upon receipt of Proper Instructions, Chase shall transfer
securities sold for the account of the Fund upon (i) receipt of advice from the
Securities Depository or Book Entry System that payment for such securities has
been transferred to the Account, and (ii) the making of an entry on the records
of Chase to reflect such transfer and payment for the account of the Fund.
Copies of all advices from the Securities Depository or Book Entry System of
transfers of securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by Chase and be provided to the Fund at its request.
Upon request, Chase shall furnish the Fund confirmation of each transfer to or
from the account of the Fund in the form of a written advice or notice and shall
furnish to the Fund copies of daily transaction sheets reflecting each day's
transactions in a Securities Depository or Book Entry System for the account of
the Fund.
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<PAGE>
(c) Chase shall provide the Fund with any report obtained by Chase on the
Securities Depository or Book Entry System's accounting system, internal
accounting control and procedures for safeguarding securities deposited in the
Securities Depository or Book Entry System.
(d) All Books and records maintained by Chase which relate to the Fund
participation in a Securities Depository or Book-Entry System will at all times
during Chase's regular business hours be open to the inspection of the Fund's
duly authorized employees or agents, and the Fund will be furnished with all
information in respect of the services rendered to it as it may require.
(e) Anything to the contrary in this Agreement notwithstanding, Chase
shall be liable to the Fund for any loss or damage to the Fund resulting from
any negligence, misfeasance or misconduct of Chase or any of its agents or of
any of its or their employees in connection with its or their use of the
Securities Depository or Book Entry Systems or from failure of Chase or any such
agent to enforce effectively such rights as it may have against such Securities
Depository or Book Entry System.
9. Segregated Account. Chase shall upon receipt of Proper Instructions
establish and maintain a segregated account or accounts for and on behalf of the
Fund, into which account or accounts may be transferred cash and/or securities,
including securities maintained in an account by Chase pursuant to Section 8
hereof, (i) in accordance with the provisions of any agreement among the Fund,
Chase and a broker dealer registered under the Securities and Exchange Act of
1934 and a member of the NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities exchange
(or the Commodity Futures Trading Commission or any registered contract market),
or of any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund, (ii) for purposes of
segregating cash or government securities in connection with options purchased,
sold or written by the Fund or commodity futures contracts or options thereon
purchased or sold by the Fund, and (iii) for other proper corporate purposes,
but only, in the case of clause (iv), upon receipt of Proper Instructions.
10. Instructions Consistent With The Declaration, etc.
(a) Unless otherwise provided in this Agreement, Chase shall act only upon
Proper Instructions. Chase may assume that any Proper Instructions received
hereunder are not in any way inconsistent with any provision of the Declaration
or By-Laws or any vote or resolution of the Fund's Board of Trustees or any
committee thereof. Chase shall be entitled to rely upon any Proper Instructions
actually received by Chase pursuant to this Agreement. The Fund agrees that
Chase shall incur no liability for following Proper
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<PAGE>
Instructions given to Chase. In accord with instructions from the Fund, as
required by accepted industry practice or as Chase may elect in effecting the
execution of Fund instructions, advances of cash or other Property made by
Chase, arising from the purchase, sale, redemption, transfer or other
disposition of Property of the Fund, or in connection with the disbursement of
funds to any party, or in payment of fees, expenses, claims or liabilities owed
to Chase by the Fund, or to any other party which has secured judgment in a
court of law against the Fund which creates an overdraft in the accounts or
over-delivery of Property, shall be deemed a loan by Chase to the Fund, payable
on demand, bearing interest at such rate customarily charged by Chase for
similar loans.
(b) The Fund agrees that test arrangements, authentication methods or
other security devices to be used with respect to instructions which the Fund
may give by telephone, telex, TWX, facsimile transmission, bank wire or other
teleprocess, or through an electronic instruction system, shall be processed in
accordance with terms and conditions for the use of such arrangements, methods
or devices as Chase may put into effect and modify from time to time. The Fund
shall safeguard any test keys, identification codes or other security devices
which Chase makes available to the Fund and agrees that the Fund shall be
responsible for any loss, liability or damage incurred by Chase or by the Fund
as a result of Chase's acting in accordance with instructions from any
unauthorized person using the proper security device, unless such unauthorized
use is a result of Chase's negligence or willful misconduct. Chase may
electronically record, but shall not be obligated to so record, any instructions
given by telephone and any other telephone discussions with respect to the Fund.
In the event that the Fund uses Chase's Asset Management system or any successor
electronic communications or information system, the Fund agrees that Chase is
not responsible for the consequences of the failure of that system to perform
for any reason, beyond the reasonable control of Chase, or the failure of any
communications carrier, utility, or communications network. In the event that
system is inoperable, the Fund agrees that it will accept the communication of
transaction instructions by telephone, facsimile transmission on equipment
compatible to Chase's facsimile receiving equipment or by letter, at no
additional charge to the Fund.
(c) Chase shall transmit promptly to the Fund all written information
received by Chase's Corporate Actions Department from issuers of the securities
being held for the Fund. With respect to tender or exchange offers, Chase shall
transmit promptly by facsimile to the Fund all written information received by
Chase's Corporate Actions Department from issuers of the securities whose tender
or exchange is sought and from the party (or his agents) making the tender or
exchange offer. If the Fund desires to take action with respect to any tender
offer, exchange offer or any other similar transaction, the Fund shall notify
Chase's Corporate Actions Department at least three business days prior to the
date on which Chase is to take such action or upon the date such notification is
first received by the Fund, if later. If any Property registered in the name of
a nominee of Chase is called for partial redemption by the issuer of such
property, Chase is authorized to allot the called portion to the respective
beneficial holders of the Property in such manner deemed to be fair and
equitable by Chase in its sole discretion.
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<PAGE>
11. Transactions Not Requiring Instructions. Chase is authorized to take
the following action without Proper Instructions:
(a) Collection of Income and Other Payments. Chase shall:
(i) collect and receive on a timely basis for the account of the
Fund, all income and other payments and distributions, including (without
limitation) stock dividends, rights, warrants and similar items, included or to
be included in the Property of the Fund, and promptly advise the Fund of such
receipt and shall credit such income, as collected, to the Fund. From time to
time, Chase may elect, but shall not be obligated, to credit the account with
interest, dividends or principal payments on payable or contractual settlement
date, in anticipation of receiving same from a payor, central depository, broker
or other agent employed by the Fund or Chase. Any such crediting and posting
shall be at the Fund's sole risk, and Chase shall be authorized to reverse any
such advance posting in the event it does not receive good funds from any such
payor, central depository, broker or agent of the Customer. Chase agrees to
promptly notify the Fund of the reversal of any such advance posting;
(ii) endorse and deposit for collection in the name of the Fund,
checks, drafts, or other orders for the payment of money on the same day as
received;
(iii) receive and hold for the account of the Fund all securities
received by the Fund as a result of a stock dividend, share split-up or
reorganization, merger, recapitalization, readjustment or other rearrangement or
distribution of rights or similar securities issued with respect to any
portfolio securities of the Fund held by Chase hereunder;
(iv) present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed or retired, or otherwise
become payable on the date such securities become payable;
(v) take any action which may be necessary and proper in connection
with the collection and receipt of such income and other payments and the
endorsement for collection of checks, drafts and other negotiable instruments;
and
(vi) to effect an exchange of the securities where the par value is
changed, and to surrender securities at maturity or upon an earlier call for
redemption, or when securities otherwise become payable, against payment
therefore in accordance with accepted industry practice. If any Property
registered in the name of a nominee of Chase is called for partial redemption by
the issuer of such property, Chase is authorized to allot the called portion to
the respective beneficial holders of the Property in such manner deemed to be
fair and equitable by Chase in its sole discretion.
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<PAGE>
(b) Miscellaneous Transactions. Chase is authorized to deliver or cause
to be delivered Property against payment or other consideration or written
receipt therefor for examination by a dealer selling for the account of the Fund
in accordance with street delivery custom.
12. Transactions Requiring Instructions. In addition to the actions
requiring Proper Instructions set forth herein, upon receipt of Proper
Instructions and not otherwise, Chase, directly or through the use of a
Securities Depository or Book-Entry System, shall:
(a) Execute and deliver to such persons as may be designated in such
Proper Instructions, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any securities may be
exercised;
(b) Deliver any securities held for the Fund against receipt of other
securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
issuer of securities or corporation, or the exercise of any conversion
privilege;
(c) Deliver any securities held for the Fund to any protective committee,
reorganization committee or other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or sale of assets of any
issuer of securities or corporation, against receipt of such certificates of
deposit, interim receipts or other instruments or documents, and cash, if any,
as may be issued to it to evidence such delivery;
(d) Make such transfers or exchanges of the assets of the Fund and take
such other steps as shall be stated in said instructions to be for the purpose
of effectuating any duly authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;
(e) Release securities belonging to the Fund to any bank or trust company
for the purpose of pledge or hypothecation to secure any loan incurred by the
Fund; provided, however, that securities shall be released only upon payment to
Chase of the monies borrowed, or upon receipt of adequate collateral as agreed
upon by the Fund and Chase which may be in the form of cash or obligations
issued by the U.S. government, its agencies or instrumentalities, except that in
cases where additional collateral is required to secure a borrowing already
made, subject to proper prior authorization, further securities may be released
for that purpose; and pay such loan upon re-delivery to it of the securities
pledged or hypothecated therefore and upon surrender of the note or notes
evidencing the loan;
(f) Deliver securities in accordance with the provisions of any agreement
among the Fund, Chase and a broker-dealer registered under the Securities
Exchange Act of
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<PAGE>
1934 (the "Exchange Act") and a member of The National Association of Securities
Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities exchange, or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Funds;
(g) Deliver securities in accordance with the provisions of any agreement
among the Fund, Chase and a Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Fund;
(h) Deliver securities against payment or other consideration or written
receipt therefore for transfer of securities into the name of the Fund or Chase
or a nominee of either, or for exchange or securities for a different number of
bonds, certificates, or other evidence, representing the same aggregate face
amount or number of units bearing the same interest rate, maturity date and call
provisions, if any; provided that, in any such case, the new securities are to
be delivered to Chase;
(i) Exchange securities in temporary form for securities in definitive
form;
(j) Surrender, in connection with their exercise, warrants, rights or
similar securities, provided that in each case, the new securities and cash, if
any, are to be delivered to Chase;
(k) Deliver securities upon receipt of payment in connection with any
repurchase agreement related to such securities entered into by the Fund; and
(l) Deliver securities pursuant to any other proper corporate purpose, but
only upon receipt of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Trustees or of the Executive Committee signed by an
officer of the Funds and certified by the Secretary or an Assistant Secretary,
specifying the securities to be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of such securities
shall be made.
13. Purchase of Securities. Promptly after each purchase of securities,
options, futures contracts or options on futures contracts by the investment
advisor, the Fund shall deliver to Chase (as Custodian) Proper Instructions
specifying with respect to each such purchase: (a) the name of the issuer and
the title of the securities, (b) the number of shares of the principal amount
purchased and accrued interest, if any, (c) the dates of purchase and
settlement, (d) the purchase price per unit, (e) the total amount payable upon
such purchase, (f) the name of the person from whom or the broker through whom
the purchase was made and (g) the Fund name. Chase shall upon receipt of
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securities purchased by or for the Fund registered in the name of the Fund or in
the name of a nominee of Chase or of the Fund or in proper form for transfer or
upon receipt of evidence of title to options, futures contracts or options on
futures contracts purchased by the Fund, pay out of the moneys held for the
account of the Fund the total amount payable to the person from whom or the
broker through whom the purchase was made, provided that the same conforms to
the total amount payable as set forth in such Proper Instructions. Except as
specifically stated otherwise in this Agreement, in any and every case where
payment for purchase of securities for the account of the Fund is made by Chase
in advance of receipt of the securities purchased in the absence of specific
written instructions from the Fund to so pay in advance, Chase shall be
absolutely liable to the Fund for such securities to the same extent as if the
securities had been received by Chase.
14. Sale of Securities. Promptly after each sale of securities by the
Fund at the instruction of the investment advisor, the Fund shall deliver to
Chase (as Custodian) Proper Instructions, specifying with respect to each such
sale; (a) the name of the issuer and the title of the security, (b) the number
of shares or principal amount sold, and accrued interest, if any, (c) the date
of sale, (d) the sale price per unit, (e) the total amount payable to the Fund
upon such sale, (f) the name of the broker through whom or the person to whom
the sale was made and (g) the Fund name. Chase shall deliver the securities
upon receipt of the total amount payable to the Fund upon such sale, provided
that the same conforms to the total amount payable as set forth in such Proper
Instructions. Subject to the foregoing, Chase may accept payment in such form
as shall be satisfactory to it, and may deliver securities and arrange for
payment in accordance with the customs prevailing among dealers in securities.
15. Not in Use.
16. Records. Chase shall preserve its books and records relating to the
Funds securities for the period required by Rule31a-2 of the 1940 Act. The
Fund, or the Fund's authorized representative, shall have access to such books
and records at all times during Chase's normal business hours. Upon reasonable
request of the Fund and at the Fund's expense, copies of any such books and
records shall be provided by Chase to the Fund or the Fund's authorized
representative.
17. Cooperation with Accountants. Chase shall cooperate with the Fund's
independent certified public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their unqualified opinion, including but not limited to the opinion included
in the Fund's Form N-1A, Form
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N-SAR and other reports to the Securities and Exchange Commission and with
respect to any other requirement of such Commission.
18. Reports to Fund by Independent Public Accountants. Chase shall
provide the Fund, at such times as the Fund may reasonably require, with reports
by independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a Securities Depository or Book Entry System, relating to the services
provided by Chase under this Agreement; such reports, shall be of sufficient
scope and in sufficient detail, as may reasonably be required by the Fund to
provide reasonable assurance that any material inadequacies would be disclosed
by such examination, and, if there are no such inadequacies, the reports shall
so state.
19. Confidentiality. Chase agrees on behalf of itself and its employees
to treat confidentially and as the proprietary information of the Fund all
information relative to the Fund's assets held under this Agreement, and not to
use such information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where Chase may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Fund.
20. Equipment Failures. In the event of equipment failures beyond Chase's
control, Chase shall, at no additional expense to the Fund, take reasonable
steps to minimize service interruptions but shall not have liability with
respect thereto.
21. Right to Receive Advice.
(a) Advice of Fund. If Chase shall be in doubt as to any action to be
taken or omitted by it, it may request, and shall receive, from the Fund
clarification or advice.
(b) Advice of Counsel. If Chase shall be in doubt as to any question of
law involved in any action to be taken or omitted by Chase, it may request
advice at its own cost from counsel of its own choosing (who may be counsel for
the Fund or Chase, at the option of Chase).
(c) Conflicting Advice. In case of conflict between directions or advice
received by Chase pursuant to sub-paragraph (a) of this paragraph and advice
received by Chase pursuant to subparagraph (b) of this paragraph, Chase shall be
entitled to rely on and follow the advice received pursuant to the latter
provision alone.
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(d) Protection of Chase. Chase shall be protected in any action or
inaction which it takes or omits to take in reliance on any directions or advice
received pursuant to subparagraphs (a) or (b) of this section which Chase, after
receipt of any such directions or advice, in good faith believes to be
consistent with such directions or advice. However, nothing in this paragraph
shall be construed as imposing upon Chase any obligation (i) to seek such
directions or advice, or (ii) to act in accordance with such directions or
advice when received, unless, under the terms of another provision of this
Agreement, the same is a condition to Chase's properly taking or omitting to
take such action. Nothing in this subsection shall excuse Chase when an action
or omission on the part of Chase constitutes willful misfeasance, bad faith,
negligence or reckless disregard by Chase of its duties under this Agreement.
22. Not in Use.
23. Compensation. As compensation for the services rendered by Chase
during the term of this Agreement, the Fund will pay to Chase, in addition to
reimbursement of its out-of-pocket expenses, monthly fees as outlined in Exhibit
A.
24. Indemnification; Limitation of Liability.
(a) The Fund, as sole owner of the Property, agrees to indemnify and
hold Chase and Chase's directors, officers, agents and employees (collectively
the "Indemnitees") harmless from and against any and all claims, liabilities,
losses, damages, fines, penalties, and expenses, including out-of-pocket and
incidental expenses and legal fees ("Losses") that may be imposed on, incurred
by, or asserted against, the Indemnitees or any of them for following any
instructions or other directions upon which Chase is authorized to rely pursuant
to the terms of this Agreement.
(b) In addition to and not in limitation of paragraph (a) immediately
above, Company also agrees to indemnify and hold the Indemnitees and each of
them harmless from and against any and all Losses that may be imposed on,
incurred by, or asserted against, the Indemnitees or any of them in connection
with or arising out of Chase's performance under this Agreement, provided the
Indemnitees have not acted with negligence or bad faith or engaged in willful
misconduct.
(c) Chase shall indemnify and hold the Fund harmless from and against
any and all Losses, excluding attorneys' fees and expenses, arising out of or
attributable to Chase's breach of any material terms of this Agreement or
Chase's bad faith, negligence or willful misconduct; provided the Fund in
respect of such Losses, has not acted in bad faith or with negligence or engaged
in willful misconduct.
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<PAGE>
(d) Anything in this Agreement to the contrary notwithstanding in no
event shall Chase be liable for incidental, indirect, special, or consequential
losses or damages of any kind whatsoever, even if Chase is advised of the
likelihood of any such loss or damage and regardless of the form of action in
which any such loss or damage may be claimed.
25. Responsibility of Chase. In the performance of its duties
hereunder, Chase shall be obligated to exercise care and diligence and to act in
good faith to insure the accuracy and completeness of all services performed
under this Agreement. Chase shall be responsible for its own negligent failure
or that of any subcustodian it shall appoint to perform its duties under this
Agreement. Chase shall not be liable for any act or omission which does not
constitute willful misconduct, bad faith, or negligence on the part of Chase or
such subcustodian or reckless disregard of such duties, obligations and
responsibilities. Chase shall not be under any duty or obligation to inquire
into and shall not be liable for or in respect of (a) the validity or invalidity
or authority or lack thereof of any advice, direction, notice or other
instrument which conforms to the applicable requirements of this Agreement, if
any, and which Chase believes to be genuine, (b) the validity of the issue of
any securities purchased or sold by the Fund, the legality of the purchase or
sale thereof or the propriety of the amount paid or received therefor, (c) the
legality of the issue or sale of any Shares of the Fund, or the sufficiency of
the amount to be received therefore, (d) the legality of the redemption of any
Shares of the Fund, or the propriety of the amount to be paid therefor, (e) the
legality of the declaration or payment of any dividend or distribution on
Shares, or (f) delays or errors or loss of data occurring by reason of
circumstances beyond Chase's control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, mechanical breakdown
(except as provided in Section 20), flood or catastrophe, acts of God,
insurrection, war, riots, or failure of the mail, transportation, communication
or power supply.
26. Collection of Income. Chase shall collect on a timely basis all
income and other payments with respect to registered securities held hereunder
to which the Fund shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and other
payments with respect to bearer securities if, on the date of payment by the
issuer, such securities are held by Chase or its agent thereof and shall credit
such income, as collected, to the Fund's custodian account. Without limiting the
generality of the foregoing, Chase shall detach and present for payment all
coupons and other income items requiring presentation as and when they become
due and shall collect interest when due on securities held hereunder. Income due
the Fund on securities loaned pursuant to the provisions of Section 9 shall be
the responsibility of the Fund. Chase will have no duty or responsibility in
connection therewith, other than to provide the Fund with such information or
data as may be necessary to assist the Fund in arranging for the timely delivery
to the Custodian of the income to which the Fund is properly entitled.
15
<PAGE>
27. Ownership Certificates for Tax Purposes. Chase shall execute
ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments with respect to
securities of the Fund held by it and in connection with transfers of
securities.
28. Effective Period; Termination and Amendment. This Agreement
shall become effective as of its execution, shall continue in full force and
effect until terminated as hereinafter provided, may be amended at any time by
mutual agreement of the parties hereto and may be terminated by either party by
an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than thirty (30) days after
the date of such delivery or mailing.
Upon termination of the Agreement, the Fund shall pay to Chase such
compensation as may be due as of the date of such termination and shall likewise
reimburse Chase for its costs, expenses and disbursements.
29. Successor Custodian. If a successor custodian shall be appointed
by the Board of Trustees of the Fund, Chase shall, upon termination, deliver to
such successor custodian at the office of the custodian, duly endorsed and in
the form for transfer, all securities then held by it hereunder and shall
transfer to an account of the successor custodian all of the Fund's securities
held in a Securities Depository or Book Entry System.
If no such successor custodian shall be appointed, Chase shall, in
like manner, upon receipt of a certified copy of a vote of the Board of Trustees
of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian
or certified copy of a vote of the Board of Trustees shall have been delivered
to Chase on or before the date when such termination shall be come effective,
then Chase shall have the right to deliver to a bank or trust company, which is
a "bank" as defined in the 1940 Act, doing business in New York, New York, of
its own selection, having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by Chase and all instruments held by
Chase relative thereto and all other property held by it under this Agreement
and to transfer to an account of such successor custodian all of the Fund's
securities held in any Securities Depository or Book Entry System. Thereafter,
such bank or trust company shall be the successor of the Custodian under this
Agreement.
In the event that securities, funds and other properties remain in the
possession of Chase after the date of termination hereof owing to failure of the
Fund to procure the certified copy of the vote referred to or of the Board of
Trustees to appoint a successor custodian, Chase's sole obligation to the Fund
shall be to safekeep the Fund's assets until they are transferred as directed by
the Fund and Chase shall be entitled to fair compensation for its services
during such period as Chase retains possession of such
16
<PAGE>
securities, funds and other properties and the provisions of this Agreement
relating to the Chase's rights shall remain in full force and effect.
30. Notices. All notices and other communications (collectively
referred to as "Notice" or "Notices") in this section hereunder shall be in
writing and shall be first sent by telegram, cable, telex, or facsimile sending
device and thereafter by overnight mail for delivery on the next business day.
Notices shall be addressed (a) if to Chase, at Chase's address, 4 New York
Plaza, 3rd floor, New York, New York 10004, attention Mutual Fund Custody,
facsimile number (212) 623-8997; (b) if to the Fund, at the address of the Fund
Attention: Portfolio Manager, facsimile number (312) 917-8211; or (c) if to
neither of the foregoing, at such other address as shall have been notified to
the sender of any such Notice or other communication. Notices sent by overnight
mail shall be deemed to have been given the next business day. Notices sent by
messenger shall be deemed to have been given on the day delivered, and notices
sent by confirming telegram, cable, telex or facsimile sending device shall be
deemed to have been given immediately. All postage, cable, telegram, telex and
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.
31. Further Actions. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
32. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
33. Miscellaneous. This Agreement embodies the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in New York and
governed by New York law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
upon and shall insure to the benefit of the parties hereto and their respective
successors.
17
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.
THE CHASE MANHATTAN BANK
Attest: ___________________________ By:___________________________
THOMAS A. DE ANGELO
VICE PRESIDENT
NUVEEN__________FUND
Attest: __________________________ By:___________________________
[TITLE]
18
<PAGE>
SHAREHOLDER TRANSFER AGENCY AGREEMENT
This Agreement is made this _____ day of ____________, 199_ by and between
The Chase Manhattan Bank ("Chase") a banking corporation organized under the
laws of the State of New York having an office at 4 New York Plaza, New York,
New York 10004, and Nuveen _________________ Fund, a closed-end investment
company organized as a business trust under the laws of the State of
Massachusetts. (The "Fund").
I SERVICES
--------
Commencing on the date first hereinabove written and in accordance with
procedures established from time to time by the Fund and Chase, Chase shall
perform the (i) shareholder account maintenance services, (ii) mailing services,
(iii) dividend and distribution payment services and (iv) recordkeeping services
(collectively, the "Standard Services") in connection with the Fund's shares of
common stock, par value $.01 per share (the "Shares"), as more fully described
herein.
A. Account Maintenance Services. Chase shall perform transfer agent,
registrar and other shareholder account maintenance services in connection with
the Shares. Such services are composed of (i) registering Share issuance,
redemption and transfers on the Fund's records of the holders of Shares (the
"Shareholders") upon receipt of instructions from, in the case of issuance and
redemption, the Fund, and in the case of a transfer, the transferor and
documentation in proper form to effect a transfer of Shares; (ii) canceling the
certificates/1/ representing such Shares, if any, and if so requested,
countersigning, registering, issuing and mailing by insured first class mail new
certificates for the same or a smaller whole number of Shares, (iii) issuing
replacement certificates in lieu of certificates which have been lost, stolen or
destroyed upon receipt of a properly executed affidavit with respect top such
loss, theft or destruction and a lost certificate bond in form satisfactory to
Chase; (iv) combining certificates into larger denominations; (v) maintaining
stop transfer orders, including placing and removing the same; (vi) processing
new Shareholder accounts; (vii) posting address changes; and (viii) researching
and responding to Shareholder inquiries. Shares will be transferred and new
certificates issued in transfer upon surrender of the old certificates in form
deemed by Chase to be properly endorsed for transfer accompanied by delivery of
such documents, certifications and opinions Chase may deem necessary to evidence
the authority of the person making the transfer and payment of any applicable
stock transfer tax. Chase reserves the right to refuse to transfer Shares until
it is satisfied that the endorsement or signature on any document is valid and
genuine, and for that purpose it will require a signature guarantee by a member
or participant in the Securities Transfer Agents Medallion Program or such other
guarantor previously approved by Chase. Chase shall
- ----------------------------
/1/ All references to certificates will include book entry services.
<PAGE>
not be required to effect any transfer unless and until it has received the
approvals, documents, certifications and opinions provided for herein. Chase's
sole responsibility in connection with any redemption of Shares shall be to
register the same on the Fund's records upon receipt of instruction from the
Fund.
B. Mailing. Mailing services provided to the Fund shall consist of (i)
annual preparation of a list of Shareholders owning Shares, (ii) semi-annual
distribution of a report to Shareholders, (iii) mailing proxies, (iv) receiving
and tabulating proxies and mailing Shareholder reports to current Shareholders,
(v) certifying Share vote totals, (vi) assisting with the annual meeting of
Shareholders , if any, and (vii) upon request of the Fund, mailing to each
Shareholder such other information relating to the Fund as the Fund may
reasonably request.
C. Dividend and Distribution Payment Services.
(1) Upon the declaration of any dividend or distribution payable either in
Shares or cash, the Fund shall notify Chase in writing setting forth the date of
payment (the "Payment Date") of such dividend or distribution, the record date
as of which Shareholders entitled to payment thereof shall be determined (the
"Record Date"), and the amount payable per Share to Shareholders of record as of
the Record Date. In the case of dividends at regular intervals, such
notification may be a standing notification setting forth the method of
calculating such dividends and the Fund or its agent shall advise Chase of the
amount of such dividend at the appropriate intervals. Chase shall notify the
Fund and the entity then acting as the custodian (which entity may be an
affiliate of Chase) for the portfolio securities and cash of the Fund (the
"Custodian") of the amount of cash required to pay the dividend or distribution
so that the Fund may instruct the custodian to make sufficient funds available
on or before the Payment Date. Upon receipt by Chase or a drawee bank selected
by Chase of such funds from the Custodian, Chase shall prepare and mail to
Shareholders, at their addresses as they appear on the records maintained by
Chase or pursuant to any written order of a Shareholder on file with Chase,
checks representing any dividend or distributions to which they are entitled,
and an accompanying distribution statement.
(2) In addition to the forgoing, dividend and distribution payment
services are composed of (i) inserting any enclosure supplied by the Fund with
each dividend or distribution check; (ii) replacing lost dividend checks; (iii)
providing photocopies of canceled checks when requested by Shareholders; (iv)
reconciling paid and outstanding checks; (v) coding as "undeliverable" certain
accounts to suppress mailing of dividend checks to same; (vi) processing and
record keeping of accumulated uncashed dividends; (vii) furnishing requested
dividend and distribution information to Shareholders; and (viii) withholding
from such payments any taxes required to be withheld by Chase under, and
remitting the same in accordance with, applicable provisions of the Internal
Revenue Code.
2
<PAGE>
D. Dividend reinvestment Plan Services. Chase will act as agent for
shareholders under the Dividend Reinvestment Plan, a copy of which is attached
hereto as Exhibit D.
E. Recordkeeping Services.
(1) Chase shall keep records relating to the Standard Services to be
performed hereunder, in such form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the rules promulgated thereunder, Chase agrees that all such records
prepared or maintained by Chase relating to the service to be performed by Chase
hereunder are the property of the Fund and will be preserved for the periods
prescribed under Rule 31a-2 of said rules and made available in accordance with
such section and rules. Chase shall forthwith upon the Fund's demand surrender
promptly to the Fund and cease to retain in its files those records and
documents created and maintained by Chase pursuant to this Agreement.
(2) Chase and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law.
(3) In case of any requests or demands for the inspection of the
Shareholder records of the Fund, Chase will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. Chase reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
II SHARE CERTIFICATES
------------------
The Fund shall supply Chase with sufficient Share certificates. Such blank
Share certificates shall be properly signed, manually or by facsimile signature,
by duly authorized officers of the Fund, and shall bear the seal or other
facsimile thereof of the Fund. Notwithstanding the death, resignation or removal
of any officer of the Fund authorized to sign such share certificates, Chase may
continue to countersign certificates which bear the manual or facsimile
signature of such officer until otherwise directed by the Fund. Chase shall
establish and maintain facilities and procedures reasonably acceptable to the
Fund for the safekeeping of Shares certificates and facsimile signature
imprinting devices, if any, and for the preparation or sue and for keeping
account of such certificates and devices. Chase agrees to establish and maintain
facilities and procedures that are reasonably acceptable to the Fund and Chase
for safekeeping of stock certificates, check forms and facsimile signature
imprinting devices, if any, and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
3
<PAGE>
III FEES AND EXPENSES
-----------------
For the services to be performed by Chase pursuant to this Agreement, the
Fund shall pay to Chase all fees and expenses described herein:
A. Shareholder Services Fee. The Fund shall pay Chase a service fee (the
"Shareholder Service Fee") in the amount set forth in Exhibit B hereto. The
Shareholder Service Fee is payable quarterly and shall be prorated for any
period less than a full calendar quarter.
B. Out-of-Pocket Expenses. The Fund agrees to reimburse Chase for any
and all out-of-pocket expenses, including, without limiting the preceding, the
expenses described and listed in Exhibit B.
C. Additional Services. The Fund may request additional processing,
special reports, or other additional services. The Fund shall submit such
requests for additional services in writing together with such specifications as
may be reasonably required by Chase, and Chase shall respond to such requests in
the form of a price quotation. The Fund's written acceptance of the quotation
must be received prior to implementation of such request.
D. Terms of Payment. All fees, out-of-pocket expenses, or additional
charges of Chase shall be billed on a quarterly basis and shall be due and
payable within 15 days after receipt of the invoice. Chase will render, after
the close of each quarter in which services have been furnished, a statement
reflecting all of the charges for such quarter.
E. Taxes. In addition to any other charges specified hereunder, the Fund
shall pay any sales tax, use tax, transfer tax, excise tax, tariff, duty, or any
other tax or payment in lieu thereof imposed by any governmental authority or
agency as a direct result of the provision by Chase of goods or services
hereunder, except for taxes based on Chase's net income.
IV REPRESENTATIONS AND WARRANTIES
------------------------------
A. Chase. Chase represents and warrants to the Fund that:
(1) It is a duly organized and existing corporation having the powers of a
trust company under the laws of the State of New York;
(2) It is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Agreement;
(3) All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement;
4
<PAGE>
(4) Its entering into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of Chase; and
(5) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
B. The Fund. The Fund represents and warrants to Chase that:
(1) It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(2) It is empowered under applicable laws and by its Declaration of Trust,
its by-laws, and the Resolutions of the Board of Trustees (the "Organization
Documents") to enter into and perform this Agreement;
(3) All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement;
(4) Its entering into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of the Fund; and
(5) The Fund is validly registered as a diversified, closed-end management
investment company under the Investment Company Act of 1940, as amended, and the
issuance of Shares to subscribers at closing will be in compliance with
applicable securities laws or qualify for exemption therefrom.
V DOCUMENTS FURNISHED BY THE FUND
-------------------------------
A. Initially Furnished Documents. The Fund has furnished to Chase the
following documents:
(1) A copy of the Organization Documents of the Fund, attached hereto as
Exhibit A;
(2) Copies of the Fund's notice of registration on Form N-8A attached
hereto as Exhibit C;
(3) A certificate signed by an officer of the Fund specifying: the number
of authorized Shares, the number of such authorized Shares issued and currently
outstanding, and the names, Share amounts and other applicable information
required for issuance of Shares to subscribers; and
(4) An opinion of counsel to the Fund with respect to the validity of the
authorized and outstanding Shares and whether such Shares are fully paid and
non-assessable.
B. Prospectively Furnished Documents. The Fund shall furnish the
following documents upon request by Chase:
(1) Copies of all amendments to the Organization Documents of the Fund;
(2) Copies of all subsequent amendments to the Fund's registration
statement; and
(3) Such other certificates, documents and opinions as Chase shall deem to
be appropriate or necessary for the proper performance of its duties hereunder.
5
<PAGE>
VI INDEMNIFICATION
---------------
A. Fund Indemnification Obligation. Chase shall not be responsible for,
and the Fund shall indemnify and hold Chase harmless from, any and all losses,
damages, costs, charges, reasonable attorneys' fees, payments, expenses and
liability arising out of or attributable to:
(1) All actions of Chase or its agents or subcontractors required to be
taken pursuant to this Agreement unless such actions are taken in bad faith or
with negligence or willful misconduct;
(2) The Fund's refusal or failure to comply with the terms of this
Agreement, or the Fund's lack of good faith, negligence or willful misconduct,
or the breach of any representation or warranty of the Fund hereunder;
(3) The reliance on or use by Chase or its agents or subcontractors of
information, records or documents which are received by Chase or its agents or
subcontractors and furnished to it by or on behalf of the Fund, and which have
been prepared or maintained by the Fund or any other person or firm (other than
Chase or its agents or subcontractors) on behalf of the Fund;
(4) The reliance on, or the carrying out by Chase or its agents or
subcontractors of, any instructions or requests of the Fund which are reasonably
believed to bear the proper manual or facsimile signatures of the officers of
the Fund; and
(5) The offer or sale of Shares by the Fund in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state, or in violation of any stop order or other
determination or ruling by any federal agency or any state agency with respect
to the offer or sale of such Shares in such state.
B. Chase Indemnification Obligation. Chase shall indemnify and hold the
Fund harmless from and against any and all losses, damages, costs, charges, but
excluding attorneys fees, payments and expenses, arising out of or attributable
to Chase's material breach of this Agreement, or Chase's bad faith, negligence
or willful misconduct.
C. Claims. Upon the assertion of a claim for which either Chase or the
Fund may be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion and shall keep the other
party advised with respect to all developments concerning such claim, but the
failure to give such notice shall not affect rights to indemnification hereunder
except to the extent that the indemnifying party demonstrates actual damage
caused by such failure. The party who may be required to indemnify shall have
the option to participate with the party seeking indemnification in the defense
of such claim but not to control such defense. The party seeking indemnification
shall in no case confess any claim or make any compromise in any case in which
the other party may be required to indemnify it, except with the indemnifying
party's prior written consent, which consent shall not be withheld unreasonably.
6
<PAGE>
D. Chase's Limitation of Liability. Anything in this agreement to the
contrary notwithstanding, in no event shall Chase be liable for special,
indirect, or consequential losses or damages of any kind whatsoever whether or
not Chase has been advised as to the possibility of such losses or damages and
regardless of the form of action in which any such claim for losses or damages
may be made.
E. Force Majeure. In the event either Chase or the Fund is unable to
perform its obligations under the terms of this Agreement because of acts of
God, strikes, interruption of electrical power or other utilities, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable to the other for
any damages resulting from such failure to perform or otherwise from such
causes. Chase shall use all reasonable efforts to minimize the likelihood of all
damage, loss of data, delays and errors resulting from uncontrollable events,
and should such damage, loss of data, delays or errors occur, Chase shall use
its reasonable efforts to mitigate the effects of such occurrence.
VII TERM AND TERMINATION
--------------------
A. Notice. This Agreement shall remain in effect until terminated by any
party, without penalty, upon 90 days' prior written notice.
B. Breach. This Agreement may be terminated by any non-breaching party
if a party is in material breach of this Agreement. In order to so terminate
this Agreement, written notice shall be given to an officer of the party in
breach of the non-breaching party's intention to terminate due to a failure to
comply with, or breach of, a material term or condition of this Agreement. Said
written notice shall specifically state the material term or condition claimed
to be breached and shall provide at least 15 days in which to correct such
alleged breach. If such breach is not corrected in the time period allowed, then
any non-breaching may terminate this Agreement immediately, upon written notice
to the other parties.
C. Expenses. Should this Agreement be terminated, all out-of-pocket
expenses reasonably incurred by Chase in connection with the movement of records
and materials to its successor or to the Fund shall be borne by the Fund.
VIII USE OF CHASE NAME
-----------------
The Fund shall not use Chase's name in any offering material, Shareholder
report, advertisement or other material relating to the Fund, other than for the
purpose of merely identifying and describing the functions of Chase hereunder,
in a manner not approved by Chase in writing prior to such use; provided,
however, that Chase shall consent to all uses of its name required by the
Securities and Exchange Commission, any state securities commission, or any
federal or state regulatory authority; and provided, further, that in no case
will such approval be unreasonably withheld.
7
<PAGE>
IX ASSIGNMENT
----------
Except as hereunder provided, neither this Agreement nor any rights or
obligations hereunder may be assigned by any party without the written consent
of the other parties. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
Chase may, with the Fund's consent, subcontract for the performance hereof with
any subsidiary or other affiliate of Chase, and may, with the Fund's consent,
subcontract for the performance hereof with third parties other than a
subsidiary or affiliate of Chase; provided, however, that Chase shall be as
fully responsible to the Fund for the acts or omissions of any subcontractor as
it is for its own acts and omissions and shall be responsible for its choice of
subcontractor.
X CONFIDENTIALITY
---------------
The information contained in this Agreement is confidential and proprietary
in nature. By receiving this Agreement, the Fund agrees that none of its
trustees, officers, employees, or agents, without the prior written consent of
Chase, will divulge, furnish or make accessible to any third party, except as
required by law or any regulatory authority or as permitted by the next
sentence, any part of this Agreement or information in connection therewith
which has been or may be made available to it. The Fund agrees that it will
limit access to the Agreement and such information to only those officers or
employees with responsibilities for analyzing the Agreement, to its counsel, to
such independent consultants hired expressly for the purpose of assisting in
such analysis, and to governmental agencies. In addition, the Fund agrees that
any person to whom such information is properly disclosed shall be informed of
the confidential nature of the Agreement and the information relating thereto,
and shall be directed to treat the same appropriately. The terms set forth in
this Article X shall continue without termination.
XI MISCELLANEOUS
-------------
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute the entire Agreement between the parties hereto and supersede
[text continued on next page]
8
<PAGE>
any prior oral or written Agreement with respect to the subject matter hereof.
This Agreement may not be amended or modified in any manner except by written
instrument executed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized as of the date first above
written.
THE CHASE MANHATTAN BANK
By ____________________________
Name:
Title:
NUVEEN ___________________ FUND
By ____________________________
Name:
Title:
9
<PAGE>
EXPENSE REIMBURSEMENT AGREEMENT
-------------------------------
AGREEMENT made this ____ day of May, 1999, by and between NUVEEN CALIFORNIA
DIVIDEND ADVANTAGE MUNICIPAL FUND, a Massachusetts business trust (the "Fund"),
and NUVEEN ADVISORY CORP., a Delaware corporation (the "Adviser").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Fund and the Adviser have separately entered into an Investment
Management Agreement of even date herewith (the "Management Agreement");
In consideration of the mutual covenants hereinafter contained, and in
connection with the establishment and commencement of operations of the Fund, it
is hereby agreed by and between the parties hereto as follows:
1. For the period from the commencement of the Fund's operations through July
31, 1999 and for the 12 month periods ending July 31 in each indicated year
during the term of the Management Agreement (including any continuation done in
accordance with Section 15(c) of the Investment Company Act of 1940), the
Adviser agrees to reimburse expenses (including the management fee and other
expenses) in the amounts determined by applying the following annual rates to
the average daily net assets of the Fund:
<PAGE>
<TABLE>
<CAPTION>
Period Ending Period Ending
July 31 Reimbursement July 31 Reimbursement
------- ------------- ------- -------------
<S> <C> <C> <C>
1999 .30%
2000 .30% 2005 .25%
2001 .30% 2006 .20%
2002 .30% 2007 .15%
2003 .30% 2008 .10%
2004 .30% 2009 .05%
</TABLE>
2. To effect the expense reimbursement provided for in this Agreement, the
Fund may offset the appropriate amount of the reimbursement contemplated
hereunder against the management fee payable under the Management Agreement.
3. This Agreement, and the Adviser's obligation to so reimburse expenses
hereunder, shall terminate on the earlier of (a) July 31, 2009 or (b)
termination of the Management Agreement.
4. Except as provided in paragraph 3, above, this Agreement may be terminated
only by the vote of (a) the Board of Trustees of the Fund, including the vote of
the members of the Board who are not "interested persons" within the meaning of
the Investment Company Act of 1940, and (b) a majority of the outstanding voting
securities of the Fund.
5. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.
2
<PAGE>
6. The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE
MUNICIPAL FUND
by:
---------------------------------
Vice President
Attest:
--------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
by:
---------------------------------
Vice President
Attest:
--------------------------
Assistant Secretary
3
<PAGE>
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND
Subscription Agreement
----------------------
This Agreement made this 12th day of April, 1999 by and between Nuveen
Dividend Advantage Municipal Fund, a Massachusetts business trust (the "Fund"),
and Nuveen Advisory Corp., a Delaware corporation (the "Subscriber");
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on business
as a closed-end diversified management investment company; and
WHEREAS, the Subscriber has been selected by the Fund's Board of Trustees
to serve as investment adviser to the Fund; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund
wishes to sell to the Subscriber, 6,667 common shares for a purchase price of
$15.00 per share;
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Fund
6,667 common shares for a purchase price of $15.00 per share. Subscriber agrees
to make payment for these shares at such time as demand for payment may be made
by an officer of the Fund.
2. The Fund agrees to issue and sell said shares to Subscriber promptly
upon its receipt of the purchase price.
3. To induce the Fund to accept its subscription and issue the shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the shares being subscribed for have not been and will not
be registered under the Securities Act of 1933 ("Securities Act");
(b) That the shares will be sold by the Fund in reliance on an
exemption from the registration requirements of the Securities Act;
(c) That the Fund's reliance upon an exemption from the registration
requirements of the Securities Act is predicated in part on the
representations and agreements contained in this Subscription Agreement;
<PAGE>
2
(d) That when issued, the shares will be "restricted securities" as
defined in paragraph (a)(3) of Rule 144 of the General Rules and
Regulations under the Securities Act ("Rule 144") and cannot be sold or
transferred by Subscriber unless they are subsequently registered under the
Securities Act or unless an exemption from such registration is available;
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the Subscriber
for resale of the shares. In the future, certain exemptions may possibly
become available, including an exemption for limited sales including an
exemption for limited sales in accordance with the conditions of Rule 144.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
4. To further induce the Fund to accept its subscription and issue the
shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for are being
and will be acquired for investment for its own account and not on behalf
of any other person or persons and not with a view to, or for sale in
connection with, any public distribution thereof; and
(b) Agrees that any certificates representing the shares subscribed
for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of
1933 or any other federal or state securities law. These shares may
not be offered for sale, sold or otherwise transferred unless
registered under said securities laws or unless some exemption from
registration is available.
5. This Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the parties
hereto.
<PAGE>
3
6. The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE
MUNICIPAL FUND
By: /s/ Gifford R. Zimmerman
------------------------------------
NUVEEN ADVISORY CORP.
By: /s/ Larry W. Martin
------------------------------------
<PAGE>
NUVEEN CALIFORNIA MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above-referenced organization, hereby constitutes and appoints ANTHONY T. DEAN,
ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them
(with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, for him on his behalf and in his name, place and
stead, in any and all capacities, to sign and file one or more Registration
Statements on Form N-2 under the Securities Act of 1933 and the Investment
Company Act of 1940, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998.
/s/ Timothy R. Schwertfeger
---------------------------
Timothy R. Schwertfeger
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18th day of December, 1998, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran /s/ Virginia L. Corcoran
Notary Public, State of Illinois ------------------------
My Commission Expires: 10/27/01 Notary Public
<PAGE>
NUVEEN CALIFORNIA MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) his
true and lawful attorney-in-fact and agent, for him on his behalf and in his
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998.
/s/ Robert P. Bremner
---------------------
Robert P. Bremner
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18th day of December, 1998, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran /s/ Virginia L. Corcoran
Notary Public, State of Illinois ------------------------
My Commission Expires: 10/27/01 Notary Public
<PAGE>
NUVEEN CALIFORNIA MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) his
true and lawful attorney-in-fact and agent, for him on his behalf and in his
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998.
/s/ Lawrence H. Brown
---------------------
Lawrence H. Brown
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18th day of December, 1998, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran /s/ Virginia L. Corcoran
Notary Public, State of Illinois ------------------------
My Commission Expires: 10/27/01 Notary Public
<PAGE>
NUVEEN CALIFORNIA MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) her
true and lawful attorney-in-fact and agent, for her on her behalf and in her
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set her hand this 18th day of December, 1998.
---------------------------
Anne E. Impellizzeri
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18th day of December, 1998, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran /s/ Virginia L. Corcoran
Notary Public, State of Illinois ------------------------
My Commission Expires: 10/27/01 Notary Public
<PAGE>
NUVEEN CALIFORNIA MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) his
true and lawful attorney-in-fact and agent, for him on his behalf and in his
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998.
/s/ Peter R. Sawers
-------------------
Peter R. Sawers
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18th day of December, 1998, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran /s/ Virginia L. Corcoran
Notary Public, State of Illinois ------------------------
My Commission Expires: 10/27/01 Notary Public
<PAGE>
NUVEEN CALIFORNIA MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) his
true and lawful attorney-in-fact and agent, for him on his behalf and in his
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998.
/s/ William J. Schneider
------------------------
William J. Schneider
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18th day of December, 1998, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran /s/ Virginia L. Corcoran
Notary Public, State of Illinois ------------------------
My Commission Expires: 10/27/01 Notary Public
<PAGE>
NUVEEN CALIFORNIA MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) her
true and lawful attorney-in-fact and agent, for her on her behalf and in her
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set her hand this 18th day of December, 1998.
/s/ Judith M. Stockdale
-----------------------
Judith M. Stockdale
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18th day of December, 1998, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran /s/ Virginia L. Corcoran
Notary Public, State of Illinois ------------------------
My Commission Expires: 10/27/01 Notary Public
