U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM N-23C-3
Notification of Repurchase Offer
Pursuant to Rule 23c-3 (17CFR 270.23c-3)
1. Investment Company Act File Number
811-09553
Date of Notification: May 17, 2000
2. Exact name of investment company as
specified in registration statement:
NUVEEN FLOATING RATE FUND
3. Address of principal executive office:
333 West Wacker Drive, Chicago, IL 60606
4. Check one of the following:
A. [X] The notification pertains to a
periodic repurchase offer under
paragraph (b) of rule 23c-3.
B. [ ] The notification pertains to a
discretionary repurchase offer
under paragraph (c) of rule 23c-3.
C. [ ] The notification pertains to a
periodic repurchase offer under
paragraph (b) of rule 23c-3 and a
discretionary repurchase offer under
paragraph (c) of rule 23c-3.
BY /s/ Nicholas Dalmaso
Assistant Secretary
NUVEEN FLOATING RATE FUND
(1-800-257-8787)
NUVEEN FLOATING RATE FUND
REPURCHASE REQUEST FORM
* This form must be RECEIVED in proper order by June 9, 2000 if you wish to
* redeem or exchange your shares of the Nuveen Floating Rate Fund. You may
* withdraw or modify your repurchase request at any time prior to 4:00 p.m.,
Eastern * time on June 9, 2000.
* IF YOU HAVE ANY QUESTIONS REGARDING THIS FORM, PLEASE CALL
NUVEEN AT (800)-257-8787 BETWEEN 8:30 AM AND 6:00 PM CST.
* MAIL COMPLETED FORM WITH ANY CERTIFICATES TO:
NUVEEN INVESTOR SERVICES
P.O. BOX 5186
BOWLING GREEN STATION
NEW YORK, NY 10274-5186
NAME AND ADDRESS OF REGISTERED SHAREHOLDER(S):
Registered Shareholder: ____________________________________________________
Street Address: ______________________________________________________
City, State and Zip Code: ______________________________________________
Account Number: ______________________________________________________
Social Security Number: _________________________________________________
Daytime Telephone Number: ______________________________________________________
Please provide a phone number where we can reach you if we have any questions
about your request.
Section I. SHARE REDEMPTION
I/We request that Nuveen Floating Rate Fund repurchase my/our fund shares at
their net asset value on the Repurchase Pricing Date as follows:
___ Partial Repurchase - Please repurchase ______________ shares from my/our
Class ____ account.
___ Full Repurchase - Please repurchase all shares from my/our
Class ____ account.
___ Dollar Amount - Please repurchase enough shares from my/our
Class ____ account to net $_______________.
PLEASE NOTE: If you hold your shares in certificate form, YOU MUST
INCLUDE YOUR ENDORSED CERTIFICATES WITH THIS REQUEST in order for the fund
to accept your repurchase request. Please list each certificate below:
Certificate Number(s) Issue Date Number of shares
_________________ ________________ ____________________
________________ __________________ _________________
An early withdrawal charge of up to 3% and 1% may be imposed on Class B and
Class C shares, respectively. Please refer to the fund's prospectus
for additional information.
NOTE: If you are requesting the Fund repurchase more than $50,000, you must
obtain a signature guarantee for all shareholders of record.
SECTION II SHARE EXCHANGE
If you wish to exchange Nuveen Floating Rate Fund shares for shares of a
Nuveen mutual fund, please complete Section I as well as this section.
___ I/We request that Nuveen exchange the shares redeemed in Section I above
for the same class of shares of the
Nuveen _____________________________________________________________Fund.
(By electing this option, you certify that you have received a current
prospectus for this fund.)
SECTION III PAYMENT AND DELIVERY INSTRUCTIONS
The check will be issued in the name of the registered shareholder(s) and
mailed to the address of record. If you would like alternate payment
and/or delivery, please provide instructions here:
Alternate Instructions: _______________________________________
_______________________________________
_______________________________________
Note: If you completed the above section, you must obtain a signature
guarantee from all shareholders of record.
Please complete the section below if you wish to wire redemption proceeds
to your bank account.
Bank Name: ________________________________________________________
Street Address: ________________________________________________________
City, State and Zip Code: _____________________________________________
Telephone Number: _____________________________________________________
Bank Account Number: __________________________________________________
Account Type (check one)
____ Checking account (Please attach a voided check)
____ Savings account (Please attach a personalized deposit slip)
Note: If the names on your bank account do not exactly match your
mutual fund account registration, you must obtain a signature guarantee from
all shareholders of record.
SECTION IV SIGNATURE
PLEASE SIGN BELOW AND NOTE THE FOLLOWING IMPORTANT POINTS:
Your signature(s) below MUST CORRESPOND EXACTLY with the name(s) in which
the shares are registered.
* If the shares are held by two or more joint holders, ALL MUST SIGN.
If the shares are in an IRA account, an authorized official of the Custodian
of the IRA account must sign.
If the signer of the document is a trustee, executor, administrator, guardian,
attorney in fact, officers of corporations or others acting in a fiduciary
or representative capacity, they must so indicate when signing, and
submit proper evidence satisfactory to the Fund of their
authority to so act.
Signature(s) of owner(s) exactly as registered: _________________________
________________________________
Date: __________________
_________________________________________
If (i) you requested the fund repurchase shares worth more than $50,000;
(ii) you specified alternate payment or delivery instructions;
(iii) you requested that redemption proceeds be wired to a bank
account where the registration doesn't match your mutual fund account;
or (iv) your account has had an address change within 60 days of the
Repurchase Request Deadline, then SIGNATURES MUST BE GUARANTEED by a
member firm of a regional or national securities exchange or of
the National Association of Securities Dealers, Inc.; a commercial
bank or trust company having an office, branch, or agency in the
United States; or other Eligible Guarantor Institution as defined in
Rule 17Ad-15(a)(2) under the Securities Exchange Act of 1934.
FORM 5-00
NUVEEN FLOATING RATE FUND
REPURCHASE REQUEST FORM
This form must be RECEIVED in proper order by June 9, 2000 if you wish to
redeem or exchange your shares of the Nuveen Floating Rate Fund. You may
withdraw or modify your repurchase request at any time prior to 4:00 p.m.,
Eastern time on June 9, 2000.
IF YOU HAVE ANY QUESTIONS REGARDING THIS FORM, PLEASE CALL
NUVEEN AT (800)-257-8787 BETWEEN 8:30 AM AND 6:00 PM CST.
MAIL COMPLETED FORM WITH ANY CERTIFICATES TO:
NUVEEN INVESTOR SERVICES
P.O. BOX 5186
BOWLING GREEN STATION
NEW YORK, NY 10274-5186
NAME OF REGISTERED SHAREHOLDER(S):
Personalized
ACCOUNT NUMBER:
DAYTIME TELEPHONE: _________________________________________________________
Please provide a phone number where we can reach you if we have any
questions about your request.
SECTION I SHARE REDEMPTION
I/We request that Nuveen Floating Rate Fund repurchase my/our fund shares at
their net asset value on the Repurchase Pricing Date as follows:
___ Partial Repurchase - Please repurchase ______________ shares from
my/our
Class ____ account.
___ Full Repurchase - Please repurchase all shares from my/our
Class ____ account.
___ Dollar Amount - Please repurchase enough shares from my/our
Class ____ account to net $_______________.
PLEASE NOTE: If you hold your shares in certificate form, YOU MUST INCLUDE
YOUR ENDORSED CERTIFICATES WITH THIS REQUEST in order for the fund to accept
your repurchase request. Please list each certificate below:
Certificate Number(s) Issue Date Number of shares
_______________ ________________ __________________
__________________ ________________ ___________________
An early withdrawal charge of up to 3% and 1% may be imposed on Class B and
Class C shares, respectively. Please refer to the fund's prospectus for
additional information.
NOTE: If you are requesting the Fund repurchase more than $50,000, you must
obtain a signature guarantee for all shareholders of record.
SECTION II SHARE EXCHANGE
If you wish to exchange Nuveen Floating Rate Fund shares for shares of a
Nuveen mutual fund, please complete Section I as well as this section.
___ I/We request that Nuveen exchange the shares redeemed in Section I above
for the same class of shares of the
Nuveen
__________________________________________________Fund.
(By electing this option, you certify that you have received a
current prospectus for this fund.)
SECTION III PAYMENT AND DELIVERY INSTRUCTIONS
A. The check will be issued in the name of the registered shareholder(s)
and mailed to the address of record. If you would like alternate payment
and/or delivery, please provide instructions here:
Alternate Instructions: _______________________________________
_______________________________________
Note: If you completed the above section, you must obtain a signature
guarantee from all shareholders of record.
Please complete the section below if you wish to wire redemption proceeds to
your bank account.
Bank Name: ________________________________________________________
Street Address: _______________________________________________________
City, State and Zip Code: _____________________________________________
Telephone Number: _______________________________________________________
Bank Account Number: ___________________________________________________
Account Type (check one)
____ Checking account (Please attach a voided check)
____ Savings account (Please attach a personalized deposit slip)
SECTION IV SIGNATURE
Note: If the names on your bank account do not exactly match your
mutual fund account registration, you must obtain a signature guarantee from
all shareholders of record.
PLEASE SIGN BELOW AND NOTE THE FOLLOWING IMPORTANT POINTS:
Your signature(s) below MUST CORRESPOND EXACTLY with the name(s) in which
the shares are registered.
* If the shares are held by two or more joint holders, ALL MUST SIGN.
If the shares are in an IRA account, an authorized official of the Custodian
of the IRA account must sign.
If the signer of the document is a trustee, executor, administrator,
guardian, attorney in fact,
officers of corporations or others acting in a fiduciary or representative
capacity, they must so indicate when signing, and submit proper evidence
satisfactory to the Fund of their authority to so act.
Signature(s) of owner(s) exactly as registered: ____________________
____________________________________
Date: __________________ __________________________________
If (i) you requested the fund repurchase shares worth more than $50,000;
(ii) you specified alternate payment or delivery instructions;
(iii) you requested that redemption proceeds be wired to a bank
account where the registration doesn't match your mutual fund account;
or (iv) your account has had an address change within 60 days of the
Repurchase Request Deadline, then SIGNATURES MUST BE GUARANTEED by a
member firm of a regional or national securities exchange or of
the National Association of Securities Dealers, Inc.; a commercial bank or
trust company having an office, branch, or agency in the United States;
or other Eligible Guarantor Institution as defined in Rule 17Ad-15(a)(2)
under the Securities Exchange Act of 1934.
REG-FORM 5-00
May 19, 2000
Dear Nuveen Investor:
As a Nuveen Floating Rate Fund shareholder, you are entitled once a quarter
to redeem shares or exchange shares for a Nuveen mutual fund. We want to
notify you of the next upcoming opportunity to do so if you wish. Please
disregard this notice unless you wish to redeem or exchange fund shares.
Between May 19 and June 9, 2000, you are entitled to request that the fund
redeem shares you own or exchange them for the same share class of a Nuveen
mutual fund. If you wish to do so, you may use one of the following two ways
to submit your request:
Through A Financial Adviser. You may submit your request through
your financial adviser, who can handle all the details for you. Your
financial adviser may charge you a fee for this service.
By Mail. You may submit your request by mail by completing the
enclosed Repurchase Request Form and mailing it along with any outstanding
share certificates to the address listed on the form.
The fund must receive your request in proper order no later than June 9, 2000
in order to honor it, and your request will receive a trade date and be
executed at the fund's closing net asset value on June 9, 2000. You do not
need to take any action if you do not wish to redeem or exchange fund shares.
ALL REQUESTS TO REDEEM OR EXCHANGE SHARES
MUST BE RECEIVED IN GOOD ORDER BY 4:00 P.M. EASTERN
TIME ON FRIDAY, JUNE 9, 2000.
If you have questions about redeeming or exchanging fund shares, please
contact your financial adviser, call Nuveen at (800) 257-8787 or refer to the
enclosed Repurchase Offer which describes the process in greater detail.
Thank you for your continued confidence in Nuveen.
Sincerely,
Nuveen Investments
REG-LET 5-00
May 19, 2000
NUVEEN FLOATING RATE FUND
JUNE 9, 2000 REPURCHASE OFFER
1. THE OFFER. Nuveen Floating Rate Fund is offering to repurchase up to ten
percent (10%) of its shares on June 9, 2000, at a price equal to the net asset
value on that day less any applicable early withdrawal charge. The terms of
this offer are described below and in the fund's prospectus. The purpose of
this offer is to provide you with liquidity since the fund is unaware of any
secondary market that exists for your investment. The fund has not set any
minimum number of shares for its repurchase offer.
2. NET ASSET VALUE. The fund's NAV on May 12, 2000 was $9.98 per
Class A share, $9.98 per Class B share, $9.99 per Class C share, and $9.98
per Class R share. Because NAVs can fluctuate, please contact your
financial adviser or call Nuveen at 800-257-8787 for the fund's latest NAV.
3. REPURCHASE REQUEST DEADLINE. The fund must receive your
request in proper form on or before 4:00 p.m., Eastern time, on June 9, 2000.
You may withdraw or modify your repurchase request at any time prior to
that time.
4. REPURCHASE PRICING DATE. The fund will redeem shares at each
share class' NAV on June 9, 2000.
5. PAYMENT FOR SHARES REPURCHASED. The fund will send
redemption proceeds to you no later than 7 days after the Repurchase Pricing
Date.
6. INCREASE IN NUMBER OF SHARES REPURCHASED: PRO RATA
REPURCHASE. If share repurchase requests exceed the number of shares in
the fund's offering, the fund may (but is not obligated to) increase the
number of shares in its repurchase offer by up to two percent (2%). If share
repurchase requests exceed the number of shares in the fund's expanded
offer, the fund is required to repurchase tendered shares on a pro rata basis.
As a result, there can be no assurance that the fund will be able to
fulfill your entire request, even if you tender all shares held in your
account. In this event, you may be unable to liquidate some or all of your
investment, and you may have to wait until a later date to tender the shares
that the fund was unable to repurchase. Until then, you would be subject to
the risk of net asset value fluctuations.
7. WITHDRAWAL OF SHARES TO BE REPURCHASED. You may
withdraw or modify your repurchase request at any time prior to 4:00 p.m.,
Eastern time, on June 9, 2000.
8. SUSPENSION OR POSTPONEMENT OF REPURCHASE OFFER. The
fund may suspend or postpone its offer in limited circumstances, and only by
vote of a majority of the fund's Board of Trustees, including a majority of the
independent trustees. These circumstances are limited and include the
following:
(a). if the repurchase would cause the fund to lose its status as a regulated
investment company under Subchapter M of the Internal Revenue Code;
or
(b). during an emergency when the fund cannot reasonably dispose of
portfolio assets or calculate its NAV; or
(c). for any period that the Securities and Exchange Commission permits by
order for the protection of shareholders.
You will be notified if the fund suspends or postpones the offer, and if the
fund resumes its offer.
9. TAX CONSEQUENCES. You should consult your tax adviser regarding the
specific tax consequences, including state and local tax consequences, of
redeeming shares. Shares tendered pursuant to the fund's offer (including an
exchange for shares of a Nuveen mutual fund) will be treated as a taxable
sale or exchange of the shares.
Any gain or loss you recognize will be treated as a short-term capital gain or
loss if you held your shares less than twelve months, and as a long-term
capital gain or loss if you held your shares for more than twelve months.
10. DOCUMENTS IN PROPER FORM. The fund will have the sole discretion
to determine all questions as to the validity, form, eligibility (including
time of receipt) and acceptance of repurchase requests. The fund reserves
the absolute right to reject any or all eligible requests or to refuse
to accept for payment, purchase or pay for any shares if, in the opinion of
the fund's counsel, doing so would be unlawful. The fund also reserves the
absolute right to waive any of the offer's conditions or any defect in any
repurchase request. The fund's determinations and interpretations of the
terms and conditions of the offer shall be final and binding. Unless
waived, any defects in a repurchase request must be corrected within a time
period set by the fund. A repurchase request will not be considered eligible
until any defects have been corrected or waived.
NEITHER THE FUND NOR ITS BOARD OF TRUSTEES MAKE ANY
RECOMMENDATION AS TO WHETHER YOU SHOULD SUBMIT A
REPURCHASE REQUEST. EACH SHAREHOLDER MUST MAKE AN
INDEPENDENT DECISION WHETHER TO TENDER SHARES OR
REQUEST AN EXCHANGE AND, IF SO, HOW MANY SHARES TO
TENDER OR EXCHANGE.
THE FUND HAS NOT AUTHORIZED ANYONE TO MAKE ANY
RECOMMENDATION AS TO WHETHER YOU SHOULD SUBMIT A
REPURCHASE REQUEST. THE FUND HAS NOT AUTHORIZED ANYONE
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
IN CONNECTION WITH THE OFFER OTHER THAN THOSE IN THIS
DOCUMENT OR IN THE FUND'S PROSPECTUS.
FOR THE FUND'S LATEST NET ASSET VALUE AND OTHER
INFORMATION, OR FOR A COPY OF THE FUND'S PROSPECTUS,
CONTACT YOUR FINANCIAL ADVISER OR CALL NUVEEN AT
800-257-8787.
SAMPLE
May 19, 2000
Dear Investor:
As a Nuveen Floating Rate Fund shareholder, you are entitled once a quarter to
redeem shares or exchange shares for a Nuveen mutual fund. We want to
notify you of the next upcoming opportunity to do so if you wish. Please
disregard this notice unless you wish to redeem or exchange fund shares.
Between May 19 and June 9, 2000, you are entitled to request that the fund
redeem shares you own or exchange them for the same share class of a Nuveen
mutual fund. If you wish to do so, please contact your financial adviser who
can process your request for you. The fund must receive your request in
proper order no later than June 9, 2000 in order to honor it, and your request
will receive a trade date and be executed at the fund's closing net asset
value on June 9, 2000. Your financial adviser may charge you a fee for this
service.
You do not need to take any action if you do not wish to redeem or exchange
fund shares.
ALL REQUESTS TO REDEEM OR EXCHANGE SHARES
MUST BE RECEIVED IN GOOD ORDER BY 4:00 P.M. EASTERN
TIME ON
FRIDAY, JUNE 9, 2000.
If you have questions about redeeming or exchanging fund shares, please
contact your financial adviser or refer to the enclosed Repurchase Offer which
describes the process in greater detail.
Sincerely,
Nuveen Investments
LET 5-00
NUVEEN FLOATING RATE FUND
COMMENCEMENT OF REPURCHASE OFFER
To: Selling Firms
In order to provide shareholders with liquidity, we are pleased to announce
the Nuveen Floating Rate Fund's quarterly Repurchase Offer.
The Fund is offering to repurchase up to ten percent (10%) of it's
outstanding shares at net asset value on June 9, 2000. The offering period
will commence on May 19, 2000.
The repurchase offer expires as of 4:00 p.m. Eastern time on June 9, 2000.
An "Early Withdrawal Charge" (EWC), may be imposed on Class B and C shares
accepted for repurchase, that have been held less than the designated holding
period. In addition, shareholders may exchange their shares for the same
share class of a Nuveen mutual fund at this time.
Terms and conditions of the offer are contained in the attached Repurchase
Offer and related Repurchase Offer Form, dated May 19, 2000.
Selling firms may tender account positions via NSCC FundSERV, alternatively,
registered shareholders may tender by completing and returning the
Repurchase Offer Form by 4:00 p.m. Eastern time, June 9, 2000. Copies are
available upon request by calling the Nuveen Distribution Partner Services
Department at 888-917-3292.
Please direct any questions regarding tenders (redemptions) or exchanges to
the following areas:
Nuveen Distribution Partner Services: 888-917-3292
Chase Global Fund Services - Nuveen Dealer Services 888-296-1170
MEMO 5-00
May 16, 2000
Dear Investment Professional:
This letter is to advise you of a tender offer (also known as a repurchase
offer) for the Nuveen Floating Rate Fund. As you know, your clients are
entitled once a quarter to redeem or exchange shares of the fund. No action is
necessary unless one or more of your clients wish to redeem or exchange
fund shares.
Between May 19 and June 9, 2000, your client is entitled to request that the
fund redeem shares or exchange them for the same share class of a Nuveen
mutual fund. If your client wishes to do so, they must submit their request
by mail by completing the Repurchase Request Form that was mailed to them on
May 19th and returning it along with any outstanding share certificates to the
address listed on the form. We have enclosed a copy of the Repurchase Request
Form sent to your clients for your convenience.
The fund must receive your client's request in proper order no later than June
9, 2000 in order to honor it, and the request will receive a trade date and be
executed at the fund's closing net asset value on June 9, 2000. Your clients
do not need to take any action if they do not wish to redeem or exchange
their shares.
ALL REQUESTS TO REDEEM OR EXCHANGE SHARES
MUST BE RECEIVED IN GOOD ORDER BY FRIDAY, JUNE 9, 2000.
If you have questions about redeeming or exchanging your clients' fund shares,
please contact Nuveen at (800) 253-2356 or refer to the enclosed Repurchase
Offer which describes the process in greater detail.
Sincerely,
Nuveen Investments
ADV-LET 5-00
May 16, 2000
NUVEEN FLOATING RATE FUND
JUNE 9, 2000 REPURCHASE OFFER
1. THE OFFER. Nuveen Floating Rate Fund is offering to repurchase up to ten
percent (10%) of its shares on June 9, 2000, at a price equal to the net asset
value on that day less any applicable early withdrawal charge. The terms of
this offer are described below and in the fund's prospectus. The purpose of
this offer is to provide you with liquidity since the fund is unaware of any
secondary market that exists for your investment. The fund has not set any
minimum number of shares for its repurchase offer.
2. NET ASSET VALUE. The fund's NAV on May 12, 2000 was $9.98 per
Class A share, $9.98 per Class B share, $9.99 per Class C share, and $9.98
per Class R share. Because NAVs can fluctuate, please contact your
financial adviser or call Nuveen at 800-257-8787 for the fund's latest NAV.
3. REPURCHASE REQUEST DEADLINE. The fund must receive your
request in proper form on or before 4:00 p.m., Eastern time, on June 9, 2000.
You may withdraw or modify your repurchase request at any time prior to
that time.
4. REPURCHASE PRICING DATE. The fund will redeem shares at each
share class' NAV on June 9, 2000.
5. PAYMENT FOR SHARES REPURCHASED. The fund will send
redemption proceeds to you no later than 7 days after the Repurchase Pricing
Date.
6. INCREASE IN NUMBER OF SHARES REPURCHASED: PRO RATA
REPURCHASE. If share repurchase requests exceed the number of shares in
the fund's offering, the fund may (but is not obligated to) increase the
number of shares in its repurchase offer by up to two percent (2%). If share
repurchase requests exceed the number of shares in the fund's expanded
offer, the fund is required to repurchase tendered shares on a pro rata basis.
As a result, there can be no assurance that the fund will be able to fulfill
your entire request, even if you tender all shares held in your account.
In this event, you may be unable to liquidate some or all of your investment,
and you may have to wait until a later date to tender the shares that the
fund was unable to repurchase. Until then, you would be subject to the risk
of net asset value fluctuations.
7. WITHDRAWAL OF SHARES TO BE REPURCHASED. You may
withdraw or modify your repurchase request at any time prior to 4:00 p.m.,
Eastern time, on June 9, 2000.
8. SUSPENSION OR POSTPONEMENT OF REPURCHASE OFFER. The
fund may suspend or postpone its offer in limited circumstances, and only by
vote of a majority of the fund's Board of Trustees, including a majority of
the independent trustees. These circumstances are limited and include the
following:
(a). if the repurchase would cause the fund to lose its status as a regulated
investment company under Subchapter M of the Internal Revenue Code;
or
(b). during an emergency when the fund cannot reasonably dispose of
portfolio assets or calculate its NAV; or
(c). for any period that the Securities and Exchange Commission permits by
order for the protection of shareholders.
You will be notified if the fund suspends or postpones the offer, and if the
fund resumes its offer.
9. TAX CONSEQUENCES. You should consult your tax adviser regarding the
specific tax consequences, including state and local tax consequences, of
redeeming shares. Shares tendered pursuant to the fund's offer (including an
exchange for shares of a Nuveen mutual fund) will be treated as a taxable
sale or exchange of the shares.
Any gain or loss you recognize will be treated as a short-term capital gain or
loss if you held your shares less than twelve months, and as a long-term
capital gain or loss if you held your shares for more than twelve months.
10. DOCUMENTS IN PROPER FORM. The fund will have the sole discretion
to determine all questions as to the validity, form, eligibility (including
time of receipt) and acceptance of repurchase requests. The fund reserves
the absolute right to reject any or all eligible requests or to refuse to
accept for payment, purchase or pay for any shares if, in the opinion of
the fund's counsel, doing so would be unlawful. The fund also reserves the
absolute right to waive any of the offer's conditions or any defect in any
repurchase request. The fund's determinations and interpretations of the
terms and conditions of the offer shall be final and binding. Unless
waived, any defects in a repurchase request must be corrected within a time
period set by the fund. A repurchase request will not be considered
eligible until any defects have been corrected or waived.
NEITHER THE FUND NOR ITS BOARD OF TRUSTEES MAKE ANY
RECOMMENDATION AS TO WHETHER YOU SHOULD SUBMIT A
REPURCHASE REQUEST. EACH SHAREHOLDER MUST MAKE AN
INDEPENDENT DECISION WHETHER TO TENDER SHARES OR
REQUEST AN EXCHANGE AND, IF SO, HOW MANY SHARES TO
TENDER OR EXCHANGE.
THE FUND HAS NOT AUTHORIZED ANYONE TO MAKE ANY
RECOMMENDATION AS TO WHETHER YOU SHOULD SUBMIT A
REPURCHASE REQUEST. THE FUND HAS NOT AUTHORIZED ANYONE
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
IN CONNECTION WITH THE OFFER OTHER THAN THOSE IN THIS
DOCUMENT OR IN THE FUND'S PROSPECTUS.
FOR THE FUND'S LATEST NET ASSET VALUE AND OTHER
INFORMATION, OR FOR A COPY OF THE FUND'S PROSPECTUS,
CONTACT YOUR FINANCIAL ADVISER OR CALL NUVEEN AT
800-257-8787.
OFFER 5-00
