<PAGE>
PROSPECTUS
Nuveen Select Quality Municipal Fund, Inc.
Municipal Auction Rate Cumulative Preferred Stock ("MuniPreferred(R)")
1,560 Shares Series TH
Liquidation Preference $25,000 Per Share
--------------
This Prospectus Part A may not be distributed unless accompanied by the Part
B of the Nuveen Exchange-Traded Funds MuniPreferred Prospectus, to which any
reference in this Part A applies. This Prospectus sets out the information
that a prospective investor should know before investing in the Fund. You
should retain both Parts of the Prospectus for future reference. Investing in
MuniPreferred shares involves certain risks, which are described in the "Risk
Factors" section beginning on page B-5 of this Prospectus.
Nuveen Select Quality Municipal Fund, Inc. (the "Fund") is a closed-end,
diversified management investment company. The Fund's primary investment
objective is current income exempt from regular Federal income tax. The Fund's
secondary investment objective is to enhance portfolio value relative to the
municipal bond market by investing in tax-exempt bonds that, in the opinion of
the Fund's investment adviser, are underrated or undervalued or that represent
municipal market sectors that are undervalued. The Fund seeks to achieve its
investment objectives by investing substantially all of its assets (more than
80%) in a diversified portfolio of tax-exempt municipal bonds rated within the
four highest grades (Baa or BBB or better) by Moody's or Standard & Poor's,
except that the Fund may invest up to 20% of its assets in unrated municipal
bonds that, in the opinion of the Fund's adviser, are of comparable quality to
those so rated. There is no assurance that the Fund will achieve its
objectives.
Dividends paid to MuniPreferred shareholders, to the extent payable from
tax-exempt income earned on the Fund's investments, will be exempt from
regular Federal income tax. All or a portion of the Fund's exempt-interest
dividends may be subject to the alternative minimum tax and therefore
MuniPreferred shares may not be suitable for persons subject to this tax. The
Fund is required to allocate net capital gains and other taxable income, if
any, proportionately between common shares and MuniPreferred shares, based on
the percentage of total dividends distributed to each class for that year. The
Fund, in the case of the ordinary seven-day rate periods or special rate
periods of no more than 28 days, will give notice of taxable income to be
included in a dividend on MuniPreferred shares in advance of the auction for
these shares, and may give advance notice to MuniPreferred shareholders during
longer rate periods. Under certain circumstances the Fund will be required to
make shareholders whole for taxes owing on dividends paid to shareholders that
include taxable income and gain. The amount of taxable income and gain
allocated to MuniPreferred shares will depend on the amount of taxable income
and gain the Fund realizes.
The Fund's principal office is located at 333 West Wacker Drive, Chicago,
Illinois 60606, and its telephone number is (800) 257-8787. A Statement of
Additional Information dated June 1, 1999 has been filed with the Securities
and Exchange Commission and is incorporated by reference in its entirety into
this Prospectus. You may receive a copy of the Statement of Additional
Information, the table of contents of which appears at page B-28 of this
Prospectus, at no charge by calling the Fund at (800) 257-8787. The Securities
and Exchange Commission maintains a web site (http://www.sec.gov) that
contains the Statement of Additional Information, other documents incorporated
by reference, and other information the Fund has filed electronically with the
Commission, including proxy statements and reports filed under the Securities
Exchange Act of 1934. This Prospectus (comprised of Parts A and B) does not
contain all of the information in the Fund's registration statement, including
amendments, exhibits, and schedules. Statements in this Prospectus about the
contents of any contract or other document are not necessarily complete and in
each instance reference is made to the copy of the contract or other document
filed as an exhibit to the registration statement, each such statement being
qualified in all respects by this reference.
The Fund is offering the shares of MuniPreferred, Series TH, listed above.
The shares are referred to in this Prospectus as "New MuniPreferred." Except
as otherwise described in this Prospectus, the terms of this offering and all
other series of MuniPreferred the Fund previously offered are the same. The
dividend rate for the initial rate period (the period from the date of issue
through June 10, 1999) will be 3.20%. For subsequent rate periods,
MuniPreferred shares pay dividends based on a rate set at auction, usually
held weekly. Prospective purchasers should carefully review the auction
procedures described beginning at Page B-18 of this Prospectus and should
note: (1) a buy order (called a "bid order") or sell order is a commitment to
buy or sell MuniPreferred shares based on the results of an auction; (2)
auctions will be conducted by telephone; and (3) purchases and sales will be
settled on the next business day after the auction. MuniPreferred shares are
not listed on an exchange. You may only buy or sell MuniPreferred shares
through an order placed at an auction with or through a broker-dealer that has
entered into an agreement with the auction agent and the Fund, or in a
secondary market maintained by certain broker-dealers. These broker-dealers
are not required to maintain this market and it may not provide you with
liquidity.
--------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
(R)Registered Trademark of John Nuveen & Co. Incorporated
<TABLE>
<CAPTION>
Per Share Total
--------- -----------
<S> <C> <C>
Public Offering Price.................................... $25,000 $39,000,000
------- -----------
Sales Load............................................... $ 225 $ 351,000
------- -----------
Proceeds to Fund (before expenses)....................... $24,775 $38,649,000
======= ===========
</TABLE>
The public offering price per share will be increased by the amount of
dividends, if any, that have accumulated from the date the New MuniPreferred
shares are first issued.
--------------
The underwriters are offering the shares of the New MuniPreferred subject to
various conditions. It is expected that the shares of New MuniPreferred will
be delivered to the underwriters through the facilities of The Depository
Trust Company on or about June 4, 1999.
--------------
Salomon Smith Barney
A.G. Edwards & Sons, Inc.
BT Alex. Brown
Goldman, Sachs & Co.
John Nuveen & Co. Incorporated
Legg Mason Wood Walker
Incorporated
PaineWebber Incorporated
Prudential Securities
Raymond James & Associates,
Inc.
June 1, 1999
<PAGE>
You should rely only on the information contained in this Prospectus.
Neither the Fund nor the underwriters have authorized anyone to provide you
with different information. The Fund is not making an offer of these
securities in any state where the offer is not permitted. You should not
assume that the information provided by this Prospectus is accurate as of any
date other than the date on the front of this Prospectus.
2
<PAGE>
Prospectus Summary
The following information is a summary of more detailed information included
in Parts A and B of this Prospectus and the Fund's Statement of Additional
Information.
The Fund and its Adviser
Nuveen Select Quality Municipal Fund, Inc. (the "Fund") is a closed-end,
diversified management investment company. Nuveen Advisory Corp. ("Nuveen
Advisory") is the Fund's investment adviser. Nuveen Advisory is responsible for
the selection and on-going monitoring of the Fund's investment portfolio. As of
March 31, 1999 the Fund had 33,857,372 shares of common stock outstanding, and
9,600 MuniPreferred shares outstanding.
The Offering
The Fund is offering 1,560 shares of New MuniPreferred. The purchase price
for this series is $25,000 per share.
Investment Objectives
The Fund's primary investment objective is current income exempt from
regular Federal income tax. The Fund's secondary investment objective is to
enhance portfolio value relative to the municipal bond market by investing in
tax-exempt bonds that, in the opinion of the Fund's investment adviser, are
underrated or undervalued or that represent municipal market sectors that are
undervalued. The Fund seeks to achieve its investment objectives by investing
substantially all of its assets (more than 80%) in a diversified portfolio of
tax-exempt municipal bonds rated at the time of purchase within the four
highest grades (Baa or BBB or better) by Moody's Investors Service, Inc.
("Moody's") or Standard and Poor's Corporation ("Standard & Poor's"), except
that the Fund may invest up to 20% of its assets in unrated municipal bonds
that, in Nuveen Advisory's opinion, have credit characteristics equivalent to,
and are of comparable quality to, municipal bonds rated Baa or BBB or better.
There is no assurance that the Fund will achieve its investment objectives. See
"Investment Objectives and Policies."
Risk Factors
Risk is inherent in all investing. Therefore, before investing you should
consider certain risks carefully when you invest in the Fund. See "Risk
Factors" at Page B-5 of this Prospectus. The primary risks of investing in
MuniPreferred shares are: if an auction fails you may not be able to sell some
or all of your shares; because of the nature of the market for MuniPreferred
shares, you may receive less than the price you paid for your shares if you
sell them outside of the auction, especially when market interest rates are
rising; a rating agency could downgrade MuniPreferred shares, which could
affect liquidity; the Fund may be forced to redeem your shares to meet
regulatory or rating agency requirements or may voluntarily redeem your shares
under certain circumstances; and in extraordinary circumstances the Fund may
not earn sufficient income from its investments to pay dividends.
Trading Market
MuniPreferred shares are not listed on an exchange. Instead, you may buy or
sell MuniPreferred shares at an auction that normally is held weekly, by
submitting orders to a broker-dealer that has entered into an agreement with
the auction agent and the Fund (a "Broker-Dealer"), or to a broker-dealer that
has entered into a separate agreement with a Broker-Dealer. In addition to the
auctions, Broker-Dealers and other broker-dealers may maintain a secondary
trading market in MuniPreferred shares outside of auctions, but may discontinue
this activity at any time. There is no assurance that a secondary market will
provide shareholders with liquidity. You may transfer shares outside of
auctions only to or through a Broker-Dealer, a broker-dealer that has entered
into a separate agreement with a Broker-Dealer, or other persons as the Fund
permits. See "The Auction--Secondary Market" at Page B-25 of this Prospectus.
New MuniPreferred will trade at auction starting in the week following this
offering.
A-1
<PAGE>
The first auction date for New MuniPreferred will be Thursday, June 10,
1999, the business day before the dividend payment date for the initial rate
period for New MuniPreferred. The auction date for New MuniPreferred shares
normally will be a Thursday, and the start date for subsequent rate periods
normally will be the following business day, typically a Friday, unless the
then-current rate period is a special rate period, or the day that normally
would be the auction date or the first day of the subsequent rate period is not
a business day.
Dividends and Rate Periods
The dividend rate for the initial rate period on the shares offered in this
Prospectus will be 3.20%. For subsequent rate periods, New MuniPreferred shares
will pay dividends based on a rate set at these auctions, normally held weekly.
In most instances, dividends are also paid weekly, on the day following the end
of the rate period. The rate set at auction will not exceed the Maximum Rate.
See "Description of MuniPreferred-- Dividends and Rate Periods--Maximum Rate"
at Page B-12 of this Prospectus.
Dividends on New MuniPreferred shares will accumulate at the initial rate
beginning on Friday, June 4, 1999. Dividends will be paid on shares of New
MuniPreferred on Friday, June 11, 1999 and normally thereafter on each Friday.
If the Friday on which dividends otherwise would be paid is not a business day,
then your dividends will be paid on the first business day that falls before
that Friday.
The initial rate period will be seven days. Subsequent rate periods
generally will be seven days. The dividend payment date for a special rate
period of more than 28 days will be set out in the notice designating a special
rate period. See "Description of MuniPreferred--Dividends and Rate Periods--
Designation of Special Rate Periods" at Page B-11 of this Prospectus.
Taxation
Because under normal circumstances the Fund will invest substantially all of
its assets in municipal bonds that pay interest exempt from regular Federal
income tax, the income you receive will be similarly exempt. Your income may be
subject to state and local taxes. All or a portion of the income from these
bonds will be subject to the Federal alternative minimum tax, so MuniPreferred
shares may not be a suitable investment if you are subject to this tax. Taxable
income or gain earned by the Fund will be allocated proportionately to holders
of MuniPreferred shares and common shares, based on the percentage of total
dividends paid to each class for that year. Accordingly, certain specified
MuniPreferred dividends may be subject to income tax on income or gains
attributed to the Fund. The Fund intends to notify shareholders, before any
applicable auction for a rate period of 28 days or less, of the amount of any
taxable income and gain to be paid for the period relating to that auction. For
longer rate periods, the Fund may notify shareholders. Under certain
circumstances, the Fund will make shareholders whole for taxes owing on
dividends paid to shareholders that include taxable income and gain. See "Tax
Matters" at Page B-25 of this Prospectus.
Ratings
Shares of each series of MuniPreferred are issued with a rating of "Aaa"
from Moody's Investors Service, Inc. ("Moody's") and "AAA" from Standard &
Poor's Corporation ("Standard & Poor's"). Because the Fund is required to
maintain at least one of these ratings, it must own portfolio securities of a
sufficient value and with adequate credit quality to meet the rating agencies'
guidelines. See "Description of MuniPreferred--Asset Maintenance and Rating
Agency Guidelines--Rating Agencies" at Page B-15 of this Prospectus.
Redemption
Although the Fund does not ordinarily redeem MuniPreferred shares, it may be
required to redeem shares if, for example, the Fund does not meet an asset
coverage ratio required by law or correct a failure to meet a rating agency
guideline in a timely manner. The Fund voluntarily may redeem MuniPreferred
shares under certain conditions. See "Description of MuniPreferred--Redemption"
and "Description of MuniPreferred--Asset Maintenance and Rating Agency
Guidelines--Rating Agencies" at Pages B-14 and B-15 of this Prospectus.
A-2
<PAGE>
Liquidation Preference
The liquidation preference of New MuniPreferred shares will be $25,000 per
share plus any accumulated, unpaid dividends.
FINANCIAL HIGHLIGHTS
The table below shows financial information for the Fund, expressed in terms
of one share outstanding throughout the period. The information in the table
is covered by the report of Ernst & Young LLP except where noted. The report
is contained in the Statement of Additional Information and is available from
the Fund.
<TABLE>
<CAPTION>
Year Ended 10/31
-------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991+
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value
beginning of period..... $ 15.48 $ 15.12 $ 15.29 $ 14.03 $ 16.13 $ 14.92 $ 14.64 $ 14.05
-------- -------- -------- -------- -------- -------- -------- --------
Operating performance:
Net investment income.. 1.23 1.25 1.27 1.30 1.31 1.35 1.38 .65
Net realized &
unrealized gain (loss)
from investments....... .19 .37 (.17) 1.30 (2.06) 1.30 .19 .68
-------- -------- -------- -------- -------- -------- -------- --------
Total from investment
operations.............. 1.42 1.62 1.10 2.60 (.75) 2.65 1.57 1.33
-------- -------- -------- -------- -------- -------- -------- --------
Dividends from net
investment income:
To Common shareholders. (.97) (1.01) (1.01) (1.05) (1.08) (1.22) (1.05) (.43)
To Preferred
shareholders#.......... (.25) (.25) (.26) (.29) (.25) (.22) (.24) (.12)
Distributions from
capital gains:
To Common shareholders. -- -- -- -- (.02) -- -- --
To Preferred
shareholders#.......... -- -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------
Total distributions..... (1.22) (1.26) (1.27) (1.34) (1.35) (1.44) (1.29) (.55)
-------- -------- -------- -------- -------- -------- -------- --------
Organization and
offering costs and
Preferred share
underwriting discounts.. -- -- -- -- -- -- -- (.19)
-------- -------- -------- -------- -------- -------- -------- --------
Net asset value end of
period.................. $ 15.68 $ 15.48 $ 15.12 $ 15.29 $ 14.03 $ 16.13 $ 14.92 $ 14.64
======== ======== ======== ======== ======== ======== ======== ========
Per Common share market
value end of period..... $16.1875 $15.5000 $15.1250 $14.7500 $13.1250 $16.5000 $14.7500 $15.0000
Total investment return
on market value**....... 10.96% 9.43% 9.71% 21.03% (14.45)% 20.73% 5.41% 2.91%
Total return on net
asset value**........... 7.77% 9.35% 5.71% 17.03% (6.43)% 16.87% 9.32% 7.33%
Ratios/Supplemental
data:
Net assets end of
period (in thousands).. $769,774 $759,770 $745,059 $749,883 $707,388 $773,423 $727,874 $713,377
Ratio of expenses to
average net assets##... .78% .78% .78% .79% .80% .81% .79% .79%*
Ratio of net investment
income to average net
assets##............... 5.40% 5.59% 5.69% 5.91% 5.89% 5.87% 6.18% 5.81%*
Portfolio turnover
rate................... 7% 10% 13% 7% 11% 8% 5% 1%
</TABLE>
- ----
*Annualized.
**Total investment return on market value is the combination of reinvested
dividend income, reinvested capital gains distributions, if any, and changes
in stock price per share. Total return on net asset value is the combination
of reinvested dividend income, reinvested capital gains distributions, if
any, and changes in net asset value per share. Total returns are not
annualized.
#The amounts shown are based on Common share equivalents.
##Ratios do not reflect the effect of dividend payments to Preferred
shareholders.
+For the period March 21, 1991 to October 31, 1991.
A-3
<PAGE>
THE FUND
The Fund is a closed-end, diversified management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"). The Fund
was organized as a Minnesota corporation on January 23, 1991, and may issue up
to 1 million shares of MuniPreferred and up to 200 million shares of common
stock. In March and April, 1991, the Fund issued 32,250,000 shares of common
stock. In June 1991, the Fund issued 4,800 shares of MuniPreferred stock
(1,000 shares of Series M, 1,000 shares of Series T, 1,400 shares of Series W
and 1,400 shares of Series F). On January 6, 1994, the Fund conducted a 2-for-
1 preferred stock split which was effected by dividing each outstanding share
of MuniPreferred into two shares, with a liquidation preference of $25,000 per
share, for an aggregate of 9,600 MuniPreferred shares. The Fund had 33,857,372
shares of common stock outstanding as of March 31, 1999. The common stock
trades on the New York Stock Exchange under the symbol "NQS." The Fund's
principal office is located at 333 West Wacker Drive, Chicago, Illinois 60606,
and its telephone number is (800) 257-8787.
The table below provides information on MuniPreferred shares since their
insurance.
<TABLE>
<CAPTION>
Amount Outstanding
Year ended Exclusive of Treasury Asset Coverage Involuntary Liquidating
10/31 Securities Per Share* Preference Per Share
---------- --------------------- -------------- -----------------------
<S> <C> <C> <C>
1991+.......... 4,800 $148,620 $50,000
1992........... 4,800 $151,640 $50,000
1993........... 4,800 $161,130 $50,000
1994........... 9,600 $ 73,686 $25,000
1995........... 9,600 $ 78,113 $25,000
1996........... 9,600 $ 77,610 $25,000
1997........... 9,600 $ 79,143 $25,000
1998........... 9,600 $ 80,185 $25,000
</TABLE>
- --------
*Calculated by dividing net assets by the number of MuniPreferred shares
outstanding.
+For the period March 21, 1991 to October 31, 1991.
The following provides information about the Fund's outstanding shares as
of March 31, 1999:
<TABLE>
<CAPTION>
Amount Held by the
Fund or for its
Title of Class Amount Authorized Account Amount Outstanding
-------------- ----------------- ------------------ ------------------
<S> <C> <C> <C>
Common.............. 200,000,000 0 33,857,372
MuniPreferred....... 1,000,000 0 9,600
</TABLE>
USE OF PROCEEDS
The Fund will use the net proceeds of the offering, about $38,498,158 after
payment of the sales load and offering costs, to buy municipal bonds (see
"Investment Objectives and Policies--Portfolio Investments"). The Fund expects
to invest almost all of the proceeds in long-term municipal bonds within eight
to ten weeks after the offering concludes, but if it cannot, it will invest in
municipal bonds with shorter effective maturities or in high quality, short-
term tax-exempt securities. In the unlikely event that the Fund cannot find
suitable short-term, tax-exempt securities, the Fund may buy short-term
taxable securities. The income on these securities would be subject to regular
Federal income tax.
A-4
<PAGE>
CAPITALIZATION
(Unaudited)
The following table sets forth the capitalization of the Fund as of October
31,1998 and as adjusted to give effect to the issuance of the shares of New
MuniPreferred offered hereby.
<TABLE>
<CAPTION>
Actual As Adjusted
------------ ------------
<S> <C> <C>
Shareholders' Equity:
Preferred Stock, $25,000 stated value per share,
at liquidation value;
1,000,000 shares authorized (9,600 shares issued
and 11,160 shares issued, as adjusted,
respectively)................................... $240,000,000 $279,000,000
Common Stock, $.01 par value per share,
200,000,000 shares authorized, 33,781,410 shares
outstanding*..................................... 337,814 337,814
Paid-in surplus................................... 470,726,174 470,224,332
Balance of undistributed net investment income.... 653,947 653,947
Accumulated net realized gain (loss) from
investment transactions.......................... (6,303,458) (6,303,458)
Net unrealized appreciation of investments........ 64,359,929 64,359,929
------------ ------------
Net Assets..................................... $769,774,406 $808,272,564
============ ============
</TABLE>
- --------
*None of these outstanding shares are held by or for the account of the Fund.
A-5
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
Investment Objectives
The Fund's primary investment objective is current income exempt from
regular Federal income tax. The Fund's secondary investment objective is to
enhance portfolio value relative to the municipal bond market by investing in
tax-exempt bonds that, in the opinion of the Fund's investment adviser, are
underrated or undervalued or that represent municipal market sectors that are
undervalued.
The Fund seeks to achieve its investment objectives by investing
substantially all of its assets (more than 80%) in a diversified portfolio of
tax-exempt municipal bonds rated at the time of purchase within the four
highest grades (Baa or BBB or better) by Moody's or Standard and Poor's,
except that the Fund may invest up to 20% of its assets in unrated municipal
bonds which, in Nuveen Advisory's opinion, have credit characteristics
equivalent to, and are of comparable quality to, municipal bonds rated Baa or
BBB or better. The Fund will not invest in any rated municipal bonds that are
rated lower than Baa by Moody's or BBB by Standard & Poor's at the time of
purchase. Municipal bonds rated Baa or BBB or better are considered
"investment grade" securities. Bonds rated Baa are considered medium grade
obligations that lack outstanding investment characteristics and in fact have
speculative characteristics as well, while municipal bonds rated BBB are
regarded as having an adequate capacity to pay principal and interest. See
Appendix A to the Statement of Additional Information for a description of
securities ratings.
Underrated municipal bonds are those municipal bonds whose ratings do not,
in Nuveen Advisory's opinion, reflect their true value. They may be underrated
because of the time that has elapsed since their last ratings, or because
rating agencies have not fully taken into account positive factors, or for
other reasons. Undervalued municipal bonds are those bonds that, in Nuveen
Advisory's opinion, are worth more than their market value. They may be
undervalued because there is a temporary excess of supply in that particular
sector (such as hospital bonds, or bonds of a particular municipal issuer).
Nuveen Advisory may buy such a bond even if the value of that bond is
consistent with the value of other bonds in that sector. Municipal bonds also
may be undervalued because there has been a general decline in the market
price of municipal bonds for reasons that do not apply to the particular
municipal bonds that Nuveen Advisory considers undervalued. Nuveen Advisory
believes that the prices of these municipal bonds should ultimately reflect
their true value. Therefore, the Fund's secondary investment objective of
enhancing portfolio value relative to the municipal bond market refers to the
Fund's objective of attempting to realize above-average capital appreciation
in a rising market, and to experience less than average capital losses in a
declining market. Capital appreciation, alone, is not an investment objective.
Rather, the Fund seeks to enhance portfolio value relative to the municipal
bond market by prudently selecting municipal bonds, regardless of whether the
market is rising or declining.
Portfolio Investments
Except to the extent that the Fund buys temporary investments as described
in Part B, the Fund will, as a fundamental policy, invest substantially all of
its assets (more than 80%) in tax-exempt municipal bonds that are rated at the
time of purchase within the four highest grades (Baa or BBB or better) by
Moody's or Standard and Poor's, except that the Fund may invest up to 20% of
its assets in unrated municipal bonds which, in Nuveen Advisory's opinion,
have credit characteristics equivalent to, and are of comparable quality to,
municipal bonds so rated. These policies and the Fund's investment objectives
are fundamental policies, which cannot be changed without the approval of the
holders of a majority of the outstanding shares of common shares and
MuniPreferred shares, voting together, and of the holders of a majority of the
outstanding MuniPreferred shares, voting separately. For this purpose, "a
majority of the outstanding shares" means the vote of (1) 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 (2) more than 50% of the shares, whichever
is less.
The Fund is diversified for purposes of the 1940 Act. Consequently, as to
75% of its total assets, the Fund may not invest more than 5% of its total
assets in the securities of any single issuer.
A-6
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement dated the
date hereof, each underwriter named below has severally agreed to purchase,
and the Fund has agreed to sell to such underwriter, the number of New
MuniPreferred shares set forth opposite the name of such underwriter.
<TABLE>
<CAPTION>
Number
Name of Shares
---- ---------
<S> <C>
Salomon Smith Barney Inc........................................ 176
A.G. Edwards & Sons, Inc........................................ 173
BT Alex. Brown Incorporated..................................... 173
Goldman, Sachs & Co............................................. 173
John Nuveen & Co. Incorporated.................................. 173
Legg Mason Wood Walker, Incorporated............................ 173
PaineWebber Incorporated........................................ 173
Prudential Securities Incorporated.............................. 173
Raymond James & Associates, Inc................................. 173
-----
Total......................................................... 1,560
=====
</TABLE>
The underwriting agreement provides that the obligations of the
underwriters to purchase the shares included in this offering are subject to
the approval of certain legal matters by counsel and to certain other
conditions. The underwriters are obligated to purchase all the New
MuniPreferred shares if they purchase any of the shares.
The underwriters, for whom Salomon Smith Barney Inc. is acting as
representative, propose to offer some of the shares directly to the public at
the public offering price set forth on the cover page of this Prospectus and
some of the shares to certain dealers at the public offering price less a
concession not in excess of $137.50 per share. The sales load the Fund will
pay of $225 per share is equal to .90% of the initial offering price. The
underwriters may allow, and such dealers may reallow, a concession not in
excess of $25 per share on sales to certain other dealers. After the initial
public offering, the underwriters may change the public offering price and the
concession. Investors must pay for any New MuniPreferred shares purchased in
the initial public offering on or before June 4, 1999.
The Fund anticipates that the underwriters may from time to time act as
brokers or dealers in executing the Fund's portfolio transactions after they
have ceased to be underwriters. The underwriters are active underwriters of,
and dealers in, securities and act as market makers in a number of such
securities, and therefore can be expected to engage in portfolio transactions
with the Fund. John Nuveen & Co. Incorporated may engage in these transactions
only in compliance with the 1940 Act.
The Fund anticipates that the underwriters or one of their respective
affiliates may, from time to time, act in auctions as Broker-Dealers as set
forth under "The Auction."
John Nuveen & Co. Incorporated, one of the underwriters, is the parent
company of Nuveen Advisory.
The Fund and Nuveen Advisory have agreed to indemnify the underwriters
against certain liabilities, including liabilities arising under the 1933 Act,
or to contribute payments the underwriters may be required to make for any of
those liabilities.
LEGAL OPINIONS
Morgan, Lewis & Bockius LLP, Washington, D.C., will pass on certain legal
matters for the Fund, and Simpson Thacher & Bartlett will pass on certain
legal matters for the underwriters. Morgan, Lewis & Bockius LLP and Simpson
Thacher & Bartlett will rely as to certain matters under Minnesota law on the
opinion of Dorsey & Whitney LLP, Minneapolis, Minnesota.
A-7
<PAGE>
EXPERTS
The financial statements of the Fund at October 31, 1998 and the selected
per share data and ratios set forth under the caption "Financial Highlights"
for the period 1991 to October 31, 1998, appearing in Part A of this
Prospectus, have been audited by Ernst & Young LLP, Sears Tower, 223 South
Wacker Drive, Chicago, Illinois 60606, independent auditors, as set forth on
their report appearing elsewhere in this Registration Statement, and are
included in reliance upon that report given upon Ernst & Young's authority as
experts in accounting and auditing. Ernst & Young audits and reports on the
Fund's annual financial statements, reviews certain regulatory reports and the
Fund's Federal income tax returns, and performs other professional accounting,
auditing, tax and advisory services when engaged to do so by the Fund.
A-8
<PAGE>
NUVEEN
EXCHANGE-TRADED FUNDS
MuniPreferred(R) Shares
Prospectus Part B
The Prospectus offering MuniPreferred shares for a Nuveen closed-end fund
(each, a "Fund") is divided into two parts. Part A of the Prospectus relates
exclusively to a particular closed-end fund and provides specific information
about the Fund's portfolio, investment objectives, and financial highlights.
Part B of the Prospectus provides a more general description of the municipal
bonds in which each Fund invests and related risks, and more general
information about MuniPreferred shares, including the auction at which
MuniPreferred shares are traded, dividends and rate periods, tax status, and
voting rights. You should read both parts of the Prospectus and retain them
for future reference. Except as provided in Part A or this Part B, the
information contained in this Part B will apply to each Fund.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
(R)Registered Trademark of John Nuveen & Co. Incorporated
Municipal Bonds
States, local governments and municipalities issue municipal bonds to raise
money for public purposes such as building public facilities, refinancing
outstanding obligations, and financing internal operating expenses. Municipal
bonds are generally either general obligation bonds, which are backed by the
full faith and credit of the issuer and may be repaid from any revenue source,
or revenue bonds, which may be repaid only from the revenues of a specific
facility or source. Each Fund also may buy municipal bonds that represent
interests in lease obligations. These bonds carry special risks because the
issuer may not be required to appropriate money annually to make payments
under the lease. To reduce this risk, a Fund will only buy these bonds where
the issuer has a strong incentive to continue making appropriations until the
municipal bond matures. The Funds do not have any limits on investing in lease
obligations that do not contain a "nonappropriation" clause. A Fund may invest
no more than 10% of its net assets in municipal bonds issued by U.S.
possessions or territories, which pay interest exempt from regular Federal
income tax.
Each Fund may buy municipal bonds that pay a variable or floating rate of
interest that changes with changes in specified market rates or indices, such
as a bank prime rate or a tax-exempt money market index. As used in this
Prospectus, the term "municipal bonds" includes municipal securities with
relatively short-term maturities. Some of these short-term securities may be
variable or floating rate securities. The Funds, however, intend to emphasize
investments in municipal bonds with long- or intermediate-term maturities.
Yields on municipal bonds depend on many factors, including the condition
of the general money market and the municipal bond market, the size of a
particular offering, and the maturity and rating of a particular municipal
bond. Moody's and Standard & Poor's ratings represent their opinions of the
quality of a particular municipal bond, but these ratings are general and are
not absolute quality standards. Therefore, municipal bonds with the same
maturity, coupon, and rating may have different yields, while municipal bonds
with the same maturity and coupon and different ratings may have the same
yield. The market value of municipal bonds will vary with changes in interest
rates and in the ability of their issuers to make interest and principal
payments.
Obligations of municipal bond issuers are subject to bankruptcy,
insolvency, and other laws affecting the rights and remedies of creditors.
These obligations also may be subject to future Federal or state laws or
referenda that extend the time to payment of interest and/or principal, or
that constrain the enforcement of these obligations or the power of
municipalities to levy taxes. Legislation or other conditions may materially
affect the power of a municipal bond issuer to pay interest and/or principal
when due.
B-1
<PAGE>
Portfolio Investments
Each Fund buys municipal bonds with different maturities and intends to
maintain an average portfolio maturity of 15 to 30 years, although this may be
shortened depending on market conditions. As a result, a Fund's portfolio may
include long-term and intermediate-term municipal bonds. If the long-term
municipal bond market is unstable, a Fund may temporarily invest up to 100% of
its assets in temporary investments. Temporary investments are high quality,
generally uninsured, short-term municipal bonds that may either be tax-exempt
or taxable. Each Fund will buy taxable temporary investments only if suitable
tax-exempt temporary investments are not available at reasonable prices and
yields. Each Fund will invest only in taxable temporary securities that are
U.S. Government securities or corporate debt securities rated within the
highest grade by Moody's or Standard & Poor's, and that mature within one year
from the date of issuance. The Funds' policies on securities ratings only
apply when the Fund buys a security, and a Fund is not required to sell
securities that have been downgraded. See Appendix A to the Statement of
Additional Information for a description of securities ratings. Each Fund also
may invest in taxable temporary investments that are certificates of deposit
from U.S. banks with assets of at least $1 billion, or repurchase agreements.
Each Fund is required to allocate taxable income on temporary investments, if
any, proportionately between common shares and MuniPreferred shares, based on
the percentage of total dividends distributed to each class for that year.
Insured Funds: Municipal Bond Insurance
The following discussion relates only to the following Funds: Nuveen
Insured Quality Municipal Fund, Inc.; Nuveen Insured Municipal Opportunity
Fund, Inc.; Nuveen Premier Insured Municipal Income Fund, Inc.; Nuveen Insured
Premium Income Municipal Fund 2; Nuveen New York Select Quality Municipal
Fund, Inc.; Nuveen New York Investment Quality Municipal Fund, Inc., and
Nuveen New York Quality Income Municipal Fund, Inc.
Each insured municipal bond a Fund acquires will be covered by a specific
insurance policy (either original issue insurance or secondary market
insurance) or portfolio insurance. While each Fund has obtained several
policies of portfolio insurance, a Fund may emphasize investments in municipal
bonds insured under specific insurance policies. Each Fund has obtained
portfolio insurance from the insurers described in Appendix C to the Statement
of Additional Information and may in the future obtain portfolio insurance
from other insurers. In any event, each Fund has obtained and in the future
will only obtain portfolio insurance issued by insurers whose claims-paying
ability Moody's rates "Aaa" or Standard & Poor's rates "AAA." There is no
limit on the percentage of a Fund's assets that may be invested in municipal
bonds insured by any one insurer.
Municipal bonds covered by a specific insurance policy, rather than by
portfolio insurance, will be rated "Aaa" by Moody's or "AAA" by Standard &
Poor's, because of the rating of the insurer's claims-paying ability.
Municipal bonds covered by portfolio insurance, however, will be rated based
primarily on the credit characteristics of the issuer, without regard to the
portfolio insurance, and generally will be rated below "Aaa" or "AAA." While a
Fund holds a municipal bond covered by portfolio insurance, it will,
effectively, be of the same credit quality as a municipal bond covered by a
specific insurance policy.
Each Fund's policy of buying municipal bonds insured by insurers whose
claims-paying ability is rated "Aaa" or "AAA" applies only when the Fund buys
the municipal bond. If either rating agency downgrades an insurer's claims-
paying ability, the Fund is not required to sell bonds covered by that
insurer's policies. If a rating agency downgrades its rating of an insurer, it
likely would downgrade its rating of a municipal bond covered by that
insurer's original issuance insurance or secondary market insurance. Municipal
bonds in the Fund's portfolio covered by that insurer's portfolio insurance
also would be downgraded. Moody's and Standard & Poor's continually assess the
claims-paying ability of insurers and the creditworthiness of municipal bond
issuers, and the Fund cannot guarantee that Moody's and Standard & Poor's will
not downgrade their ratings. The value of municipal bonds covered by portfolio
insurance that are in default or in significant risk of default will be
determined by separately establishing a value for the municipal bond and a
value for the portfolio insurance.
B-2
<PAGE>
Original Issue Insurance. The issuer of municipal bonds or a third party
buys original issue insurance for a particular issue of municipal bonds at the
time the municipal bonds are issued. Under this insurance, the insurer
unconditionally guarantees to the holder of the municipal bond the timely
payment of principal and interest when and as these payments become due if the
issuer does not pay them. However, if the due date of the principal is
accelerated because of mandatory or optional redemption (other than
acceleration because of a mandatory sinking fund payment), default or
otherwise, the payments guaranteed may be made in the amounts and at the times
as principal payments would have been due had there not been any acceleration.
The insurer is responsible for these payments less any amounts the holders
receive from any trustee for the municipal bonds issuer or from any other
source. Original issue insurance does not guarantee the payment of any
redemption premium (except for certain premium payments for certain small
issue industrial development and pollution control municipal bonds), the value
of the Fund's shares or the market value of municipal bonds, or payments of
any tender purchase price upon the tender of the municipal bonds. Original
issue insurance also does not insure against nonpayment of principal or
interest on municipal bonds resulting from the insolvency, negligence or any
other act or omission of the trustee or other paying agent for these bonds.
Original issue insurance remains in effect as long as the municipal bonds
it covers remain outstanding and the insurer remains in business, regardless
of whether the Fund ultimately disposes of these municipal bonds.
Consequently, original issue insurance may be considered to represent an
element of market value of the municipal bonds so insured, but the exact
effect, if any, of this insurance on the market value cannot be estimated.
Secondary Market Insurance. After a municipal bond is issued, the Fund or a
third party may purchase insurance on that security. Secondary market
insurance generally provides the same type of coverage as original issue
insurance and, as with original issue insurance, secondary market insurance
remains in effect as long as the municipal bonds it covers remain outstanding
and the insurer remains in business, regardless of whether the Fund ultimately
disposes of these municipal bonds.
One of the purposes of acquiring secondary market insurance for a
particular municipal bond is to enable the Fund to enhance the value of the
security. The Fund, for example, might seek to buy a particular municipal bond
and obtain secondary market insurance for it if, in Nuveen Advisory's opinion,
the market value of the security, as insured, would exceed the current value
of the security without insurance plus the cost of the secondary market
insurance. Similarly, if the Fund owns but wishes to sell a municipal bond
that is then covered by portfolio insurance, the Fund might seek to obtain
secondary market insurance for it if, in Nuveen Advisory's opinion, the net
proceeds of the Fund's sale of the security, as insured, would exceed the
current value of the security plus the cost of the secondary market insurance.
In determining whether to insure municipal bonds the Fund owns, an insurer
will apply its own standards, which correspond generally to the standards it
has established for determining the insurability of new issues of municipal
bonds. See "Original Issue Insurance" above.
Portfolio Insurance. Each Fund has purchased several policies of portfolio
insurance, each of which would guarantee the payment of principal and interest
on specified eligible municipal bonds the Fund has bought. Except as described
below, portfolio insurance generally provides the same type of coverage as
original issue insurance or secondary market insurance. Municipal bonds
insured under one portfolio insurance policy would generally not be insured
under any other policy the Fund buys. A municipal bond is eligible for
coverage under a policy if it meets certain requirements of the insurer. If a
municipal bond is already covered by original issue insurance or secondary
market insurance, then the security is not required to be additionally insured
under any portfolio insurance policy that the Fund may buy.
Each portfolio insurance policy will terminate for any municipal bond that
has been redeemed or that the Fund has sold, on the date of redemption or the
settlement date of sale, and an insurer will not have any liability thereafter
under a policy for any municipal bond, except that if the redemption date or
settlement date occurs after a record date and before the related payment date
for any municipal bond, the policy will terminate for that municipal bond on
the business day immediately following the payment date.
One or more portfolio insurance policies may provide the Fund, under an
irrevocable commitment of the insurer, with the option to exercise the right
to obtain permanent insurance for a municipal bond that the Fund
B-3
<PAGE>
will sell. The Fund would exercise the right to obtain permanent insurance
upon payment of a single, predetermined insurance premium payable from the
sale proceeds of the municipal bond. The Fund expects to exercise the right to
obtain permanent insurance for a municipal bond only if, in Nuveen Advisory's
opinion, upon the exercise the net proceeds from the sale of the municipal
bond, as insured, would exceed the proceeds from the sale of the security
without insurance.
The permanent insurance premium for each municipal bond is determined based
upon the insurability of each security as of the date the Fund originally
bought the security. This premium will not be increased or decreased for any
change in the security's creditworthiness, unless the security is in default
as to payment of principal or interest, or both. If this happens, the
permanent insurance premium will be subject to an increase predetermined at
the date of the Fund's purchase.
Each Fund generally intends to retain any insured bonds covered by
portfolio insurance that are in default or in significant risk of default and
to place a value on the insurance, which ordinarily will be the difference
between the market value of the defaulted bond and the market value of similar
bonds of minimum investment grade (that is, rated "Baa" or "BBB") that are not
in default. In certain circumstances, however, Nuveen Advisory may determine
that an alternative value for the insurance, such as the difference between
the market value of the defaulted bond and either its par value or the market
value of similar bonds that are not in default or in significant risk of
default, is more appropriate. To the extent that the Fund holds defaulted
municipal bonds, it may be limited in its ability to manage its investment
portfolio and to purchase other bonds. Except as described above for bonds
covered by portfolio insurance that are in default or subject to significant
risk of default, the Fund will not place any value on the insurance in valuing
the municipal bonds it holds.
Because each portfolio insurance policy will terminate for a particular
covered bond on the date a Fund sells that bond, the insurer will be liable
only for those payments of principal and interest that are then due and owing
(unless the Fund obtains permanent insurance). Portfolio insurance will not
enhance the marketability of the Fund's bonds, whether or not the bonds are in
default or in significant risk of default. On the other hand, because original
issue insurance and secondary market insurance will remain in effect as long
as the municipal bonds they cover are outstanding, these insurance policies
may enhance the marketability of these bonds even when they are in default or
in significant risk of default, but the exact effect, if any, on
marketability, cannot be estimated. Accordingly, the Fund may determine to
retain or, alternatively, to sell municipal bonds covered by original issue
insurance or secondary market insurance that are in default or in significant
risk of default.
Each Fund generally pays the premiums for a portfolio insurance policy
monthly, and premiums are adjusted for purchases and sales of municipal bonds
covered by the policy during the month. The yield on the Fund's portfolio is
reduced to the extent of the insurance premiums the Fund pays which, in turn,
will depend upon the characteristics of the covered municipal bonds. If the
Fund were to buy secondary market insurance for any municipal bond then
covered by a portfolio insurance policy, the coverage and the obligation to
pay monthly premiums under the portfolio policy would cease.
Investment Restrictions
The following investment restrictions are fundamental policies of each Fund
which may not be changed without the approval of the holders of a majority of
the outstanding shares of common and MuniPreferred shares (voting together as
a single class) and of the holders of a majority of the outstanding shares of
MuniPreferred shares (voting as a separate class).
Each Fund may not:
. Invest more than 25% of its total assets in securities of issuers in any
one industry, other than municipal bonds issued by states and local
governments and their instrumentalities or agencies (not including those
backed only by the assets and revenues of non-governmental users), and
municipal bonds issued or guaranteed by the U.S. Government or its
instrumentalities or agencies; and
. Invest more than 5% of its total assets in securities of any one issuer
(not including securities of the U.S. Government and its agencies, or the
investment of 25% of the Fund's total assets).
B-4
<PAGE>
See the Statement of Additional Information for additional fundamental and
non-fundamental policies of each Fund.
Moody's and Standard & Poor's, in connection with establishing and
maintaining ratings on the Fund's MuniPreferred shares, restrict a Fund's
ability to borrow money, sell securities short, tend securities, buy and sell
futures contracts, and write put or call options. Each Fund does not expect
that these restrictions will adversely affect its ability to achieve its
investment objectives. These restrictions are not fundamental policies and a
Fund may change them without shareholder approval.
Except to the extent that a Fund invests in temporary investments, each
Fund will invest substantially all of its assets in municipal bonds that pay
interest that is exempt from regular Federal income tax. No Fund has set any
limit on the percentage of its portfolio that may be invested in municipal
bonds subject to the Federal alternative minimum tax. Because a substantial
part of the income from these bonds is expected to be subject to the Federal
alternative minimum tax, MuniPreferred shares may not be a suitable investment
for shareholders subject to this tax. Suitability will depend on a comparison
of the Fund's likely after-tax yield with the likely after-tax yield from
comparable tax-exempt investments not subject to the alternative minimum tax,
and with fully taxable investments, in light of an investor's tax position.
Special considerations apply to corporate shareholders. Dividends paid on
MuniPreferred shares may include an allocated portion of net capital gain or
other Federal taxable income. See "Tax Matters" and "The Auction--Auction
Dates; Advance Notice of Allocation of Taxable Income."
Risk Factors
Risk is inherent in all investing. Investing in any investment company
security involves risk, including the risk that you may receive little or no
return on your investment or even that you may lose part or all of your
investment. Therefore, before investing you should consider carefully the
following risks that you assume when you invest in MuniPreferred shares.
Auction Risk. You may not be able to sell your MuniPreferred shares at an
auction if the auction fails; that is, if there are more MuniPreferred shares
offered for sale than there are buyers for those shares. The Fund believes
this event is unlikely. Also, if you place hold orders (orders to retain
MuniPreferred shares) at an auction only at a specified rate, and that bid
rate exceeds the rate set at the auction, you will not retain your
MuniPreferred shares. Finally, if you buy shares or elect to retain shares
without specifying a rate below which you would not wish to continue to hold
those shares, and the auction sets a below-market rate, you may receive a
lower rate of return on your shares than the market rate. See "Description of
MuniPreferred" and "The Auction--Summary of Auction Procedures" and "--
Acceptance or Rejection of Orders and Allocation of Shares."
Secondary Market Risk. If you try to sell your MuniPreferred shares between
auctions, you may not be able to sell any or all of your shares, or you may
not be able to sell them for $25,000 per share or $25,000 per share plus
accumulated dividends. If the Fund has designated a special rate period (a
rate period of more than 7 days), changes in interest rates could affect the
price you would receive if you sold your shares in the secondary market.
Broker-dealers that maintain a secondary trading market for MuniPreferred
shares are not required to maintain this market, and the Fund is not required
to redeem shares either if an auction or an attempted secondary market sale
fails because of a lack of buyers. MuniPreferred shares are not registered on
a stock exchange or the NASDAQ stock market. If you sell your MuniPreferred
shares to a broker-dealer between auctions, you may receive less than the
price you paid for them, especially when market interest rates have risen
since the last auction. Accrued MuniPreferred dividends, however, should at
least partially compensate for the increased market interest rates.
Ratings and Asset Coverage Risk. While Moody's and Standard & Poor's assign
ratings of "Aaa" or "AAA" to MuniPreferred shares (except for MuniPreferred
shares of the Nuveen Michigan Quality Income Municipal Fund, Inc., which are
assigned ratings of Aal and AAA), the ratings do not eliminate or necessarily
mitigate the risks of investing in MuniPreferred shares. A rating agency could
downgrade MuniPreferred shares, which may make your shares less liquid at an
auction or in the secondary market, though probably with higher
B-5
<PAGE>
resulting dividend rates. If a rating agency downgrades MuniPreferred shares,
the Fund will alter its portfolio or redeem MuniPreferred shares. The Fund may
voluntarily redeem MuniPreferred shares under certain circumstances. See
"Description of MuniPreferred--Asset Maintenance and Rating Agency Guidelines"
for a description of the asset maintenance tests the Fund must meet.
Interest Rate Risk. The Fund issues MuniPreferred shares, which pay
dividends based on short-term interest rates, and uses the proceeds to buy
municipal bonds, which pay interest based on long-term yields. Long-term
municipal bond yields are typically, although not always, higher than short-
term interest rates. So long as the return on the Fund's long-term bond
portfolio, net of Fund expenses, exceeds MuniPreferred dividend rates, the
investment of the proceeds of the issuance of MuniPreferred will generate more
income than is needed to pay MuniPreferred dividends, and the excess will be
used to pay higher dividends on common shares. Dividends paid to MuniPreferred
shareholders could, however, exceed the income from the portfolio securities
purchased with the proceeds from the sale of MuniPreferred. Short-term
interest rates may fluctuate. If short-term rates exceed the net rate of
return on the Fund's bond portfolio, the Fund could invest up to 100% of its
assets in temporary, short-term instruments. Only if MuniPreferred dividend
rates were to greatly exceed the Fund's net portfolio returns would the Fund
need to sell municipal bonds to pay MuniPreferred dividends, which would tend
to reduce the amount of the assets standing behind the MuniPreferred shares.
Inflation Risk. Inflation is the reduction in the purchasing power of money
resulting from the increase in the price of goods and services. Inflation risk
is the risk that the inflation adjusted (or "real") value of your
MuniPreferred investment or the income from that investment will be worth less
in the future. As inflation occurs, the real value of the MuniPreferred shares
and distributions declines. In an inflationary period, however, it is expected
that, through the auction process, MuniPreferred dividend rates would
increase, tending to offset this risk.
Credit Risk. 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. If rating agencies lower their ratings of municipal bonds in a
Fund's portfolio, the value of those bonds could decline, which could
jeopardize the rating agencies' ratings of MuniPreferred shares. In that case,
the Fund may be forced to sell downgraded portfolio securities (possibly at a
loss) and buy higher-rated securities to replace them. 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. Credit
risk is reduced because of the Fund's asset coverage ratio for MuniPreferred
shares. See "Description of MuniPreferred--Asset Maintenance and Rating Agency
Guidelines."
Year 2000 Risk. Nuveen Advisory relies on computer systems to manage the
Fund's investments, process shareholder transactions, and maintain shareholder
accounts. Because of the way computers historically have stored dates, some of
these systems currently may not be able to process activity occurring in the
year 2000. Nuveen Advisory is working with the Fund's service providers to
adapt their systems to address this "Year 2000" issue. Although there can be
no absolute assurance, Nuveen Advisory and the Fund expect that the necessary
work will be completed on a timely basis. 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 the bonds'
credit ratings and values. Municipal issuers may have greater Year 2000 risks
than other issuers. Nuveen Advisory is requesting information from municipal
issuers so that Nuveen Advisory can take the issuers' Year 2000 readiness, if
made available, into account in making investment decisions. There can be no
assurance that issuers will provide this information to Nuveen Advisory, or
that issuers will begin or complete the work necessary to address any Year
2000 issues on a timely basis.
State Concentration Risk. Some of the Funds invest primarily in bonds from
a single state. These Funds bear investment risk from the economic, political
or regulatory changes that could adversely affect municipal bond issuers in
that state and therefore the value of the Fund's investment portfolio. See
Part A of the Prospectus for a discussion of the specific risks for each
state.
B-6
<PAGE>
MANAGEMENT OF THE FUND
Board of Directors
Each Fund's Board of Directors is responsible for the management of the
Fund, including general supervision of Nuveen Advisory's duties.
Investment Adviser and Portfolio Managers
Nuveen Advisory was organized in 1976 and is a wholly-owned subsidiary of
John Nuveen & Co. Incorporated ("Nuveen"). The offices of Nuveen Advisory and
Nuveen are located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen
Advisory is responsible for the selection and ongoing monitoring of the bonds
in each Fund's investment portfolio. Nuveen Advisory also administers each
Fund's business affairs and provides office facilities, equipment and certain
administrative services. Nuveen Advisory may buy municipal bonds or other
portfolio investments for a Fund from an underwriting syndicate of which
Nuveen or its affiliates is a member under conditions set out in Rule l0f-3
under the 1940 Act. A Fund also may buy or sell municipal bonds or other
portfolio investments from or to another Fund or account managed by Nuveen
Advisory or an affiliate, under conditions set out in Rule 17a-7 under the
1940 Act.
Founded in 1898, Nuveen currently sponsors 100 investment company
portfolios with approximately $39 billion of assets under management. Nuveen
is a subsidiary of The John Nuveen Company, which is a majority-owned
subsidiary of The St. Paul Companies.
Portfolio Managers
Michael Davern, a Vice President and Portfolio Manager of Nuveen Advisory
(since 1997), and prior thereto Vice President and Portfolio Manager of
Flagship Financial Inc., manages Nuveen Michigan Quality Income Municipal
Fund, Inc. (since 1993), and Nuveen Texas Quality Income Municipal Fund (since
1998). Mr. Davern manages eight Nuveen-sponsored open-end and seven other
Nuveen-sponsored closed-end investment companies.
William Fitzgerald, a Vice President (since 1995) and Portfolio Manager
(since 1998) of Nuveen Advisory, manages Nuveen Municipal Market Opportunity
Fund, Inc. (since 1990), Nuveen Quality Income Municipal Fund, Inc. (since
1991), Nuveen California Performance Plus Municipal Fund, Inc. (since 1991),
Nuveen California Municipal Market Opportunity Fund, Inc. (since 1991), Nuveen
California Investment Quality Municipal Fund, Inc. (since 1990), Nuveen
California Select Quality Municipal Fund, Inc. (since 1998), and Nuveen
California Quality Income Municipal Fund, Inc. (since 1991). Mr. Fitzgerald
manages three Nuveen-sponsored open-end and three other Nuveen-sponsored
closed-end investment companies.
J. Thomas Futrell, a Vice President (since 1991) and Portfolio Manager of
Nuveen Advisory (since 1986), manages Nuveen Premium Income Municipal Fund,
Inc. (since 1988), Nuveen Investment Quality Municipal Fund, Inc. (since
1990), and Nuveen New Jersey Investment Quality Municipal Fund, Inc. (since
1998). Mr. Futrell manages five Nuveen-sponsored open-end and four other
Nuveen-sponsored closed-end investment companies.
Richard Huber, a Vice President and Portfolio Manager of Nuveen Advisory
(since 1997), and prior thereto Vice President and Portfolio Manager of
Flagship Financial Inc., manages Nuveen Municipal Advantage Fund, Inc. (since
1998) and Nuveen Select Quality Municipal Fund, Inc. (since 1998). Mr. Huber
manages three Nuveen-sponsored open-end investment companies.
Steven Krupa, a Vice President and Portfolio Manager of Nuveen Advisory
(since 1990), manages Nuveen Insured Municipal Opportunity Fund, Inc. (since
1991), Nuveen Insured Quality Municipal Fund, Inc. (since 1991), Nuveen
Premier Insured Municipal Income Fund, Inc. (since 1998), and Nuveen Insured
Premium Income Municipal Fund 2 (since 1998). Mr. Krupa manages one Nuveen-
sponsored open-end investment company.
Edward Neild, a Vice President (since 1996), and prior thereto Assistant
Vice President (since 1993) of Nuveen Advisory, manages Nuveen Premium Income
Municipal Fund 4, Inc. (since 1993). Mr. Neild manages
B-7
<PAGE>
one other Nuveen-sponsored closed-end investment company. He is Managing
Director of Nuveen Investment Advisory Services, and has overall supervisory
responsibility for Nuveen's investment and management activity.
Thomas O'Shaughnessy, an Assistant Vice President (since 1998) and
Portfolio Manager of Nuveen Advisory since 1991, manages Nuveen Pennsylvania
Investment Quality Municipal Fund (since 1991), Nuveen Florida Investment
Quality Municipal Fund (since 1991), and Nuveen Florida Quality Income
Municipal Fund (since 1991). Mr. O'Shaughnessy manages seven Nuveen-sponsored
open-end and three other Nuveen-sponsored closed-end investment companies.
Stephen Peterson, a Vice President (since 1997) and Portfolio Manager of
Nuveen Advisory (since 1991), manages Nuveen Premier Municipal Income Fund,
Inc. (since 1992), Nuveen Premium Income Municipal Fund 2, Inc. (since 1994),
Nuveen Performance Plus Municipal Fund, Inc. (since 1998), Nuveen New York
Select Quality Municipal Fund, Inc. (since 1999), Nuveen New York Quality
Income Municipal Fund, Inc. (since 1999), Nuveen New York Performance Plus
Municipal Fund, Inc. (since 1999), and Nuveen New York Investment Quality
Municipal Fund, Inc. (since 1999). Mr. Peterson manages one Nuveen-sponsored
open-end and two other Nuveen-sponsored closed-end investment companies.
For its services, Nuveen Advisory is paid an annual management fee for each
Fund, as a percentage of average daily net asset value of each Fund, according
to the following schedule:
Management Fees
<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................................. .5875%
</TABLE>
In addition to the management fee, each Fund pays all other costs and
expenses of its operations, including fees to third-party service providers
such as the custodian and transfer agent, the compensation of its directors
(other than those affiliated with Nuveen Advisory), legal and accounting fees,
and printing expenses.
Legal Proceedings
On June 21, 1996, a lawsuit was filed against Nuveen, Nuveen Advisory, six
Nuveen-sponsored closed-end funds (Nuveen Massachusetts Premium Income
Municipal Fund (ticker symbol NMT), Nuveen Insured Municipal Opportunity Fund,
Inc. (NIO), Nuveen Insured Premium Income Municipal Fund, Inc. (NPE), Nuveen
Premium Income Municipal Fund 2, Inc. (NPM), Nuveen Insured Premium Income
Municipal Fund 2 (NPX), and Nuveen Premium Income Municipal Fund 4, Inc.
(NPT)), and two of the funds' former directors (the "Defendants"). The suit,
which is pending in federal district court in the Northern District of
Illinois, seeks unspecified damages, an injunction, and other relief. The
plaintiffs allege that the funds' directors and Nuveen Advisory breached their
fiduciary duty in connection with alleged undisclosed conflicts of interest
relating to the maintenance of leverage in the funds and the alleged financial
interest of the Defendants. The plaintiffs also allege various
misrepresentations and omissions in prospectuses and share holder reports
about the use of leverage through the issuance and auctioning of MuniPreferred
and the Defendants' alleged financial interest in maintaining leverage, and
relating to expense ratios. The plaintiffs filed a motion to certify a
plaintiff class (which would include current and former shareholders of all
Nuveen leveraged closed-end funds) and a motion to certify a defendant class
(which would include the same leveraged closed-end funds). On March 30, 1999,
the court entered a memorandum opinion and order granting the Defendants'
motion to dismiss four of the plaintiffs' counts; denying the Defendants'
motion to dismiss the remaining count (breach of fiduciary duty under Section
36(b) of the 1940 Act) as to Nuveen Advisory, and granting the same motion as
to the remaining Defendants; and denying the plaintiffs' motion to certify a
plaintiff class and a defendant class.
B-8
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CERTAIN TRADING STRATEGIES OF THE FUNDS
When-Issued or Delayed-Delivery Securities. Each Fund may buy municipal
bonds on a when-issued or delayed-delivery basis, paying for and taking
delivery of the bonds at a later date, normally within 15 to 45 days of the
trade date. These transactions may be more risky than transactions in which a
Fund pays for and takes delivery of bonds within several days of the trade
date, because the value of the bond to be purchased may decline before the
delivery date. When a Fund buys on a when-issued or delayed-delivery basis, it
establishes a separate account with its custodian that consists at all times
of cash, cash equivalents, or liquid securities having a market value at least
equal to the amount of the bonds the Fund has committed to buy. A "when-
issued" municipal bond will be covered under a portfolio insurance policy upon
the security's settlement date. See "Insured Funds: Municipal Bond Insurance."
Portfolio Trading and Turnover Rate. Each Fund may buy and sell municipal
bonds to accomplish its investment objective(s) in relation to actual and
anticipated changes in interest rates. A Fund also may sell one municipal bond
and buy another of comparable quality at about the same time to take advantage
of what Nuveen Advisory believes to be a temporary price disparity between the
two bonds that may result from imbalanced supply and demand. A Fund also may
engage in a limited amount of short-term trading, consistent with its
investment objectives. A Fund may sell securities in anticipation of a market
decline (a rise in interest rates) or buy securities in anticipation of a
market rise (a decline in interest rates) and later sell them, but the Fund
will not engage in trading solely to recognize a gain. A Fund will attempt to
achieve its investment objectives by prudently selecting municipal bonds with
a view to holding them for investment. Each Fund expects, though it cannot
guarantee, that its annual portfolio turnover rate generally will not exceed
100%. Turnover rate will not be a limiting factor when a Fund deems it
desirable to buy or sell securities, so depending on market conditions, the
turnover rate may exceed 100% in some years.
DESCRIPTION OF MUNIPREFERRED
General
The following is a brief description of the terms of the New MuniPreferred
shares. This is not a complete description and is subject to and entirely
qualified by reference to a Fund's Articles of Incorporation or Declaration of
Trust and the Statement of Preferences. These documents are filed with the
Securities and Exchange Commission as exhibits to the Fund's registration
statement of which this Prospectus is a part and the Statement of Preferences
(the "Statement") also is Appendix B to the Fund's Statement of Additional
Information. Copies may be obtained as described under "Available
Information." Many of the terms in this section have a special meaning. Any
terms in this section not defined have the meaning assigned to them in the
Statement of Preferences.
MuniPreferred shares are shares of preferred stock that pay dividends based
on a rate set at auction. The auction usually is held weekly, but may be held
less frequently. MuniPreferred shares may be bought and sold at these auctions
for $25,000 per share. Shares also may trade in the secondary market.
MuniPreferred shareholders, voting separately, elect at least two of a Fund's
directors and will elect a majority of the Fund's directors in the unlikely
event that the Fund fails to pay dividends to MuniPreferred shareholders for
two years. MuniPreferred shares have a liquidation preference of $25,000 per
share plus accumulated but unpaid dividends, whether or not earned or
declared.
MuniPreferred shares are fully paid and non-assessable when issued and have
no preemptive, conversion, or exchange rights or rights to cumulative voting.
New MuniPreferred shares will rank equally with shares of all other
MuniPreferred series of a Fund, and with any other series of preferred stock
of the Fund, as to payment of dividends and the distribution of the Fund's
assets upon liquidation.
As long as either Moody's or Standard & Poor's is rating MuniPreferred
shares, a Fund may, without the vote of MuniPreferred shareholders, issue
additional series of MuniPreferred only if (l) any additional series ranks
equally with the outstanding MuniPreferred shares as to payment of dividends
and distribution of assets on liquidation; and (2) the Fund obtains written
confirmation from Moody's and/or Standard & Poor's that issuing additional
series of MuniPreferred would not impair the rating for outstanding
MuniPreferred shares.
B-9
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Dividends and Rate Periods
General. The following is a general description of dividends and rate
periods. The calculation of dividends and rate periods is complex and subject
to special rules. See Appendix B to the Statement of Additional Information
for a description of the terms used in this section and a more detailed
discussion of this topic.
The dividend rate for the initial rate period for New MuniPreferred shares
will be the rate set out on the cover of Part A of the Prospectus for a
particular Fund. For subsequent rate periods, New MuniPreferred shares will
pay dividends based on a rate set at these auctions, normally held weekly, but
the rate set at the auction will not exceed the Maximum Rate. See "Description
of MuniPreferred--Dividends and Rate Periods--Maximum Rate." Rate periods
generally will be seven days, and a rate period will begin on the first
business day after the auction. In most instances, dividends are also paid
weekly, on the day following the end of the rate period. Each Fund, subject to
certain conditions, may change the length of rate periods, designating them as
"Special Rate Periods." See "Description of MuniPreferred--Dividends and Rate
Periods--Designation of Special Rate Periods."
Dividend Payments. Except as provided below, the dividend payment date will
be the day after the rate period ends. If your shares normally pay dividends
on Monday or Tuesday, and that day is not a business day, then your dividends
will be paid on the first business day that falls after that Monday or
Tuesday. If your shares normally pay dividends on Wednesday, Thursday, or
Friday, and that day is not a business day, then your dividends will be paid
on the first business day that falls before that Wednesday, Thursday, or
Friday. See "Description of MuniPreferred--Dividends and Rate Periods--
Designation of Special Rate Periods" for a discussion of payment dates for a
special rate period.
Dividends on New MuniPreferred shares will be paid on the dividend payment
date to holders of record as their names appear on a Fund's stock books, on
the business day next preceding the dividend payment date. If dividends are in
arrears, they may be declared and paid at any time, to holders of record as
their names appear on the Fund's stock books, on that date, not more than 15
days before the payment date, as the Fund's Board of Directors may fix.
The Depository Trust Company, in accordance with its current procedures, is
expected to credit on each dividend payment date dividends received from a
Fund to the accounts of its agent members, in next-day funds. "Agent members"
are Broker-Dealers or broker-dealers that are members of or participants in
the Depository Trust Company who act on behalf of MuniPreferred shareholders.
Agent members, in turn, are expected to distribute these dividend payments to
the person for whom they are acting as agents. Each of the firms listed on the
front cover of Part A of the Prospectus, however, has indicated to the Funds
that it or the agent member it designates will make these dividend payments
available in same-day funds, rather than next-day funds, on each dividend
payment date to customers that use that Broker-Dealer or its designee as its
agent member. A MuniPreferred shareholder that does not use one of the firms
listed on the front cover of Part A of the Prospectus, or one of its
affiliates, should contact his or her Broker-Dealer or broker-dealer to
determine whether it will make dividends payments available to the shareholder
in same-day or next-day funds. If a Broker-Dealer or a broker-dealer that is
an agent member of the Depository Trust Company does not make dividends
available to MuniPreferred shareholders in same-day funds, these shareholders
will not have funds available until the next business day.
Dividend Rate Set at Auction. MuniPreferred shares pay dividends based on a
rate set at auction. The auction usually is held weekly, but may be held less
frequently. The auction sets the dividend rate, and MuniPreferred shares may
be bought and sold at the auction. Bankers Trust Company, the auction agent,
reviews orders from Broker-Dealers on behalf of existing shareholders that
wish to sell, hold at the auction rate, or hold only at a specified rate, and
on behalf of potential shareholders that wish to buy MuniPreferred shares, and
determines the lowest dividend rate that will result in all of the outstanding
MuniPreferred shares of that series continuing to be held. The shares in this
offering will trade at auction starting in the week following this offering.
See "The Auction."
B-10
<PAGE>
Determination of Dividend Rate. Each Fund computes the dividends per share
by multiplying the dividend rate determined at the auction by the following
fraction: the numerator normally is seven and the denominator is 365. If a
Fund has designated a special rate period, then the numerator is the number of
days in the rate period, and the denominator is 360. In either case, this rate
is then multiplied against $25,000 to arrive at the dividend per share. The
numerator may be different if the rate period includes a holiday. If an
auction for any subsequent rate period of New MuniPreferred shares is not held
for any reason other than as described below, the dividend rate on those
shares will be the Maximum Rate on the auction date for that subsequent rate
period.
Each Fund may only pay dividends when and if the Fund's Board of Directors
declares dividends out of monies legally available for this purpose, at the
applicable rate per year for this purpose and no more (except as described
under "Gross-Up Payments"), payable on the dates determined as described
below. If the Fund does not pay a dividend when the Board declares it, then
that dividend will be added to dividends payable on those MuniPreferred shares
in the future.
Effect of Failure to Pay Dividends in Timely Manner. If a Fund fails to
pay, in a timely manner, the auction agent the full amount of any dividend on
any New MuniPreferred shares during any rate period (other than any special
rate period of more than 364 rate period days or any rate period succeeding
any special rate period of more than 364 rate period days during which a
failure occurred that has not been cured), but the Fund cures the failure and
pays any late charge before 12:00 Noon on the third business day following the
date the failure occurred, no auction will be held for New MuniPreferred
shares for the first subsequent rate period thereafter, and the dividend rate
for New MuniPreferred shares for that subsequent rate period will be the
Maximum Rate on the auction date for that subsequent rate period.
If a Fund fails to pay, in a timely manner, the auction agent the full
amount of any dividend on any New MuniPreferred shares during any rate period
(other than any special rate period of more than 364 rate period days or any
rate period succeeding any special rate period of more than 364 rate period
days during which a failure occurred that has not been cured), and the Fund
does not cure the failure and pay any late charge before 12:00 Noon on the
third business day next succeeding the date on which the failure occurred, no
auction will be held for New MuniPreferred shares for the first subsequent
rate period thereafter (or for any rate period thereafter, to and including
the rate period during which the failure is cured and the late charge is paid)
(the late charge is to be paid only in the event Moody's is rating the shares
at the time the Fund cures the failure), and the dividend rate for shares of
that series for each such subsequent rate period will be an annual rate equal
to the Maximum Rate on the auction date for that subsequent rate period (but
with the prevailing rating for New MuniPreferred, for purposes of determining
the Maximum Rate, being "Below ba3/BB-").
If a Fund fails to pay, in a timely manner, the auction agent the full
amount of any dividend on any shares of New MuniPreferred during a special
rate period of more than 364 rate period days, or during any rate period
succeeding any special rate period of more than 364 rate period days during
which a failure occurred that has not been cured, and the Fund does not cure
the failure and pay a late charge before 12:00 Noon on the fourth business day
preceding the auction date for the rate period subsequent to such rate period,
no auction will be held for New MuniPreferred shares for the subsequent rate
period (or for any rate period thereafter, to and including the rate period
during which the failure is cured and the late charge paid) (the late charge
is to be paid only in the event Moody's is rating New MuniPreferred shares at
the time the Fund cures the failure), and the dividend rate for New
MuniPreferred shares for each such subsequent rate period will be an annual
rate equal to the Maximum Rate on the auction date for each such subsequent
rate period (but with the prevailing rating for New MuniPreferred, for
purposes of determining the Maximum Rate, being "Below ba3/BB-").
A Fund cures a failure to pay dividends on shares of New MuniPreferred for
any rate period if, within the respective time periods described in the
Statement, the Fund pays the auction agent all accumulated and unpaid
dividends on the New MuniPreferred shares.
Designation of Special Rate Periods. Each Fund may instruct the auction
agent to hold auctions and pay dividends less frequently than weekly. A Fund
may do this if, for example, Fund management expects that short-term rates
might increase or market conditions otherwise change, in an effort to optimize
the effect of the Fund's
B-11
<PAGE>
leverage on common shareholders. If a Fund decides to use a special rate
period, the special rate period will consist of a number of days evenly
divisible by seven and not more than 1,820 days (approximately five years),
subject to certain adjustments. The Funds do not currently expect to hold
auctions and pay dividends less frequently than weekly in the near future,
although this has happened in the past. If a Fund designates a special rate
period, changes in interest rates could affect the price you would receive if
you sold your shares in the secondary market.
Before a Fund designates a special rate period: (1) at least 20 and not
more than 30 days before the first day of the proposed special rate period,
the Fund must publish a notice of its intention to designate a special rate
period in a newspaper circulated to the financial community in New York, and
must mail a notice to MuniPreferred shareholders of that series of its intent
to designate a special rate period; (2) the Fund must inform the auction agent
by 11:00 a.m. Eastern time on the second business day before the first day of
the proposed special rate period; (3) an auction must have been held in the
rate period before the special rate period, and in that auction potential
shareholders seeking a dividend rate equal to or lower than the dividend rate
resulting from the auction entered bid orders for as many or more
MuniPreferred shares than current shareholders entering sell orders submitted
and current shareholders entering bid orders and seeking a dividend rate
higher than the dividend rate resulting from the auction; and (4) the Fund
must deposit the redemption price with the auction agent for any shares of
that series it has decided to redeem.
If a Fund has designated a special rate period of 14, 21, or 28 days, then
dividends will be paid weekly on the same day of the week on which dividends
are paid in a seven day rate period. The dividend payment date for a special
rate period of more than 28 days will be set out in the notice designating a
special rate period. The dividend payment date will be a business day, and the
last dividend payment date for any special rate period will be the business
day immediately following the last day of the special rate period. After any
special rate period, the rate periods normally will be seven days, and
dividends on New MuniPreferred shares will be payable, except as described
below, on each succeeding regular dividend payment date, but the Fund may
further designate any subsequent rate period as a special rate period.
Maximum Rate. The dividend rate that results from an auction for New
MuniPreferred shares will not be greater than the Maximum Rate, which is:
(a) for any auction date which is not the auction date immediately prior
to the first day of any proposed special rate period, the product of (i)
the Reference Rate on that auction date for the next rate period of New
MuniPreferred shares and (ii) the Rate Multiple on that auction date,
unless New MuniPreferred shares have or had a special rate period (other
than a special rate period of 28 days or fewer) and an auction at which
"sufficient clearing bids" existed has not yet occurred after that special
rate period for a minimum rate period (seven days) of New MuniPreferred
shares, in which case the higher of:
(A) the dividend rate on New MuniPreferred shares for the then-
ending rate period, and
(B) the product of (x) the higher of (I) the Reference Rate on that
auction date for a rate period equal in length to the then-ending rate
period of New MuniPreferred shares, if the then-ending rate period was
364 days or fewer, or the Treasury Note Rate on that auction date for a
rate period equal in length to the then ending rate period of New
MuniPreferred shares, if the then-ending rate period was more than 364
days, and (II) the Reference Rate on that auction date for a rate
period equal in length to that special rate period of New MuniPreferred
shares, if that special rate period was 364 days or fewer, or the
Treasury Note Rate on that auction date for a rate period equal in
length to that special rate period, if that special rate period was
more than 364 days and (y) the Rate Multiple on that auction date; or
(b) for any auction date that is the auction date immediately prior to
the first day of any proposed special rate period, the product of (i) the
highest of (x) the Reference Rate on that auction date for a rate period
equal in length to the then-ending rate period of New MuniPreferred shares,
if the then-ending rate period was 364 days or fewer, or the Treasury Note
Rate on that auction date for a rate period equal in length to the then-
ending rate period of New MuniPreferred shares, if the then-ending rate
period was more than 364 days, (y) the Reference Rate on that auction date
for the special rate period for which the auction
B-12
<PAGE>
is being held if that special rate period is 364 days or fewer or the
Treasury Note Rate on that auction date for the special rate period for
which the auction is being held if that special rate period is more than
364 days, and (z) the Reference Rate on that auction date for minimum rate
periods and (ii) the Rate Multiple on that auction date.
The "Reference Rate" is, for a seven-day rate period or a special rate
period of 28 days or less, the higher of the taxable equivalent of the short-
term municipal bond rate and the "AA" Composite Commercial Paper Rate; for a
special rate period of more than 28 but less than 183 days, the "AA."
Composite Commercial Paper Rate; and for a special rate period of more than
182 but less than 365 days, the Treasury Bill Rate.
The "AA" Composite Commercial Paper Rate, Treasury Note Rate, and Treasury
Bill Rate will be the rates announced on the auction date for the business day
immediately before the auction date. See Appendix B to the Statement of
Additional Information for a definition of these rates and the taxable
equivalent of the short-term municipal bond rate. The "Rate Multiple" will be
a percentage, determined as set out below, based on the prevailing rating of
MuniPreferred shares of that series in effect at the close of business on the
business day immediately before the auction date. See Page B-A-5 of Appendix B
to the Statement of Additional Information for a description of "prevailing
rating."
<TABLE>
<CAPTION>
Prevailing MuniPreferred Rating Percentage
------------------------------- ----------
<S> <C>
aa3/AA- or higher.............................................. 110%
a3/A-.......................................................... 125%
baa3/BBB-...................................................... 150%
ba3/BB-........................................................ 200%
Below ba3/BB-.................................................. 250%
</TABLE>
If a Fund has notified the auction agent that it intends to allocate
Federal taxable income to MuniPreferred shares before the auction establishing
the dividend rate for those shares, the applicable percentage in the table
above will be divided by the quantity 1 minus the maximum marginal regular
Federal individual income tax rate applicable to ordinary income or the
maximum marginal regular Federal corporate income tax rate, whichever is
greater (or if the Fund is a state Fund, the maximum marginal combined
Federal, State and local individual or corporate income tax rate (taking into
account the Federal income tax deductibility of state and local taxes paid or
incurred)). If only one rating agency is rating MuniPreferred shares, that
agency's rating will be the prevailing rating.
Restrictions on Dividends and Other Distributions. When a Fund has any
MuniPreferred shares outstanding, the Fund may not pay any dividend or
distribution (other than a stock dividend) to shareholders of its common stock
unless (1) it has paid all cumulative dividends on MuniPreferred shares; (2)
it has redeemed any MuniPreferred shares that it has called for mandatory
redemption, and (3) after paying the dividend, the Fund meets Moody's and
Standard & Poor's asset coverage requirements for "Aaa" and "AAA" ratings,
respectively (or Aa1 and AAA, in the case of the Nuveen Michigan Quality
Income Municipal Fund, Inc.) and 1940 Act asset coverage requirements.
Gross-Up Payments. If a Fund allocates net capital gain or other taxable
income on a dividend on MuniPreferred shares for a rate period of 28 days or
less, the Fund usually will inform the auction agent of this fact before the
next auction. The auction agent will notify Broker-Dealers, who in turn are
expected to notify MuniPreferred shareholders and potential MuniPreferred
shareholders. If the Fund does not inform the auction agent that the dividend
will include net capital gain or other taxable income before the next auction,
and the allocation is made retroactively solely as a result of the redemption
of some or all of the MuniPreferred shares or the liquidation of the Fund, the
Fund will, before the end of the calendar year in which the dividend was paid,
send a "gross-up" payment to MuniPreferred shareholders.
If a Fund allocates net capital gains or other taxable income on a dividend
on MuniPreferred shares for a rate period of more than 28 days, the Fund will
send a "gross-up" payment to MuniPreferred shareholders before the end of the
calendar year in which the dividend was paid. A "gross-up" payment is the
amount of money that, giving effect to the taxable portion of a dividend,
would cause a shareholder's Federal after-tax
B-13
<PAGE>
return (taking into account both the taxable portion of the dividend and the
gross-up payment) to be equal to the after-tax return the shareholder would
have received if no such taxable allocation had occurred. For state funds, the
gross-up payment will take into account what the shareholder's Federal, state
and local after-tax return would have been (taking into account the Federal
income tax deductibility of state and local taxes paid or incurred). When the
Fund calculates the gross-up payment, it does not take into account the time
value of money, and it assumes that you are in the highest applicable federal,
state and local tax bracket and that you are not subject to the federal
alternative minimum tax. See "Tax Matters" in the Statement of Additional
Information for additional details.
The Funds have received an opinion of counsel to the effect that the manner
in which the Funds intends to allocate items of tax-exempt income, net capital
gain and other taxable income, if any, between common shares and MuniPreferred
shares will be respected for Federal income tax purposes. This opinion of
counsel represents only counsel's best legal judgment, and is not binding on
the Internal Revenue Service or the courts. The Funds are not required to make
gross-up payments for any net capital gain or other taxable income the
Internal Revenue Service ("IRS") determines is allocable in a manner different
from the manner in which the Funds allocated those gains or income. See "Tax
Matters" in the Statement of Additional Information.
Redemption
You do not have the right to redeem your MuniPreferred shares. A Fund will
be required to redeem your shares in certain circumstances, and has the right
to redeem your MuniPreferred shares under certain conditions.
Mandatory Redemption. Each Fund is required under the 1940 Act to maintain
a ratio of total assets to MuniPreferred shares of at least two to one (200%
asset coverage). Essentially, for every two dollars of Fund assets, a Fund can
issue one dollar of MuniPreferred shares (measured by liquidation preference).
Each Fund's Articles of Incorporation or Declaration of Trust require it to
redeem MuniPreferred shares if it does not maintain this two to one ratio.
After the offering, each Fund expects that its asset coverage will be
approximately 285%. Each Fund also must redeem MuniPreferred shares if it
fails to maintain the rating agencies' MuniPreferred Basic Maintenance Amount.
See "Description of MuniPreferred--Asset Maintenance and Rating Agency
Guidelines--Rating Agencies." The redemption price will be $25,000 per share
plus the amount of accumulated but unpaid dividends, up to the redemption
date. A Fund will redeem only the amount of MuniPreferred shares necessary to
comply with the 1940 Act restrictions, the rating agencies' requirements, or
both.
Optional Redemption. Each Fund may, but is not required to, redeem
MuniPreferred shares under certain conditions. The redemption price will be
$25,000 per share plus the amount of accumulated but unpaid dividends, up to
the redemption date. A Fund may redeem MuniPreferred shares in whole or in
part, on the second business day before any dividend payment date for shares
of that series, out of funds legally available, at the redemption price, but
(1) the Fund may not redeem shares in part if after the partial redemption
there are fewer than 500 shares of that series outstanding; and (2) the notice
establishing a special rate period of shares of that series may provide that
shares of that series may not be redeemable during all or a part of the
special rate period, or shall be redeemable only upon payment of specified
redemption premiums. The Fund also may redeem shares as a whole but not in
part, out of funds legally available, on the first day after any dividend
period included in a special rate period of more than 364 days if, on the date
the dividend rate was determined for shares of that series for the special
rate period, the dividend rate equaled or exceeded the yield on the most
recently auctioned U.S. Treasury note with a remaining maturity closest to the
same special rate period.
Notice of Redemption. Notice of redemption will be made by mailing a notice
to each shareholder of any series to be redeemed, at least 20 but not more
than 45 days before the redemption date, at the address as it appears in a
Fund's stock books. The notice will state (1) the redemption date; (2) the
number of shares of each MuniPreferred series to be redeemed; (3) the CUSIP
number for that series; (4) the redemption price; (5) that the dividends on
shares to be redeemed will cease to accumulate on the redemption date; and (6)
the provisions of the Statement of Preferences under which the redemption is
made. If the Fund intends to redeem fewer than all of the shares of a series,
the notice will state the number of shares to be redeemed from the
shareholder.
B-14
<PAGE>
Other Redemption Procedures. If a Fund mails a notice of redemption, but
does not redeem shares because there are no legally available monies for this
purpose, the Fund will redeem shares as soon as practicable when monies are
legally available. The Fund will be deemed to have failed to redeem shares at
any time after a redemption date when the Fund has failed, for any reason, to
deposit the redemption price for those shares with the auction agent. Even if
the Fund has failed to redeem shares for which a notice has been mailed,
dividends on MuniPreferred shares may be declared and paid on all shares of
MuniPreferred, including those shares for which a notice of redemption has
been mailed.
When the Fund has mailed a notice of redemption and deposited monies
sufficient to redeem those shares with the auction agent, dividends on those
shares will cease to accumulate and the shares will no longer be deemed to be
outstanding for any purpose. All rights of the holders of these shares will
cease except for the right to receive the redemption price, but without any
interest or other payments, except as provided under "Description of
MuniPreferred--Dividends and Rate Periods--Gross-Up Payments." The Fund is
entitled to receive from the auction agent, promptly after the redemption
date, any monies deposited in excess of the redemption price of the shares
called for redemption, and all other amounts to which MuniPreferred shares
called for redemption may be entitled. Any deposited funds that are unclaimed
after 90 days from the redemption date will, if permitted by law, be repaid to
the Fund. After this time MuniPreferred shareholders whose shares were called
for redemption may look only to the Fund for payment of the redemption price
and all other amounts to which they may be entitled. The Fund may receive,
after the redemption date, any interest on the funds deposited with the
auction agent.
If any dividends on MuniPreferred shares of a series are in arrears, a Fund
may not redeem any MuniPreferred shares of that series unless it redeems all
outstanding shares of that series simultaneously, and the Fund may not buy or
acquire any MuniPreferred shares of that series. This will not prevent the
Fund from buying or acquiring all of the outstanding shares of that
MuniPreferred series through the successful completion of an otherwise lawful
purchase or exchange offer made on the same terms to, and accepted by, all
holders of outstanding shares of that series of MuniPreferred.
Liquidation
If a Fund is liquidated, MuniPreferred shareholders will receive $25,000
per share, plus all dividends that have been declared but not paid, and any
gross-up payments (see "Description of MuniPreferred--Dividends and Rate
Periods--Gross-Up Payments"), subject to the rights of holders of shares
ranking equally with MuniPreferred shares as to distribution of assets on
liquidation. MuniPreferred shareholders will receive these payments before any
common shareholders receive any payments or distributions. After MuniPreferred
shareholders have been paid, they will not have the right to receive any
remaining assets of the Fund. The Fund will not be considered "liquidated" if
it sells all or substantially all of its property, or merges or consolidates
with or into any other corporation.
Asset Maintenance and Rating Agency Guidelines
1940 Act. The 1940 Act requires each Fund to maintain, immediately after
the issuance of New MuniPreferred, asset coverage of at least 200% for senior
securities that are stock, including MuniPreferred shares. Each Fund must
maintain, as of the last business day of each month in which any MuniPreferred
shares are outstanding, asset coverage of at least 200% for MuniPreferred
shares (or other asset coverage that the 1940 Act may require in the future).
If a Fund fails to maintain this asset coverage, and the Fund does not cure
this failure as of the last business day of the following month, the Articles
of Incorporation or Declaration of Trust require the Fund under certain
circumstances to redeem MuniPreferred shares. See "Description of
MuniPreferred--Redemption." Based on the composition of each Fund's portfolio
and market conditions as of the date of the offering, assuming the issuance of
all shares of New MuniPreferred for each Fund, and taking into account the
deduction of offering costs and sales loads, the asset coverage for each
Fund's MuniPreferred shares would have been approximately 285%.
Rating Agencies. So long as a Fund has MuniPreferred shares outstanding,
the Fund is required to maintain ratings for MuniPreferred shares of "Aaa"
from Moody's or "AAA" from Standard & Poor's (Aa1 or
B-15
<PAGE>
AAA, in the case of the Nuveen Michigan Quality Income Municipal Fund, Inc.).
These ratings reflect the rating agencies' opinion of the creditworthiness of
MuniPreferred shares. The Fund will pay fees to Moody's and/or Standard &
Poor's for these ratings. A preferred stock rating is a rating agency's
assessment of the issuer's capacity and willingness to pay preferred share
obligations. MuniPreferred ratings are not recommendations to buy, hold, or
sell MuniPreferred shares, because they do not comment on market price or
suitability for a particular investor. Ratings agency guidelines do not
address the likelihood that a shareholder will be able to sell its shares at
an auction or otherwise. The ratings are based on current information the Fund
and Nuveen Advisory furnish to the rating agencies, and on information
obtained from other sources. The rating agencies may change, suspend, or
withdraw their ratings because of changes in, or the unavailability of, this
information. No rating agency has rated the Fund's common stock.
Moody's and Standard & Poor's have developed guidelines the Funds must
follow to maintain these ratings. The guidelines are designed to ensure that
portfolio securities underlying MuniPreferred shares will be sufficiently
varied, and of sufficient quality and amount, to justify the assigned ratings.
While the guidelines do not have the force of law, each Fund has adopted them
to obtain the rating agencies' ratings on MuniPreferred shares. The guidelines
supplement and in some cases are more restrictive than the 1940 Act's
requirements for closed-end funds that issue preferred stock. A Fund may, but
is not required to, adopt any modifications to these guidelines that Moody's
or Standard & Poor's may later establish. If a Fund fails to adopt these
modifications, however, the rating agencies may change or withdraw their
ratings. In any event, the rating agencies may at any time change or withdraw
their ratings. Because each Fund must maintain "Aaa" (from Moody's) or "AAA"
(from Standard & Poor's) ratings on MuniPreferred shares (Aa1 or AAA, in the
case of the Nuveen Michigan Quality Income Municipal Fund, Inc.), each Fund
would be required to take action if the rating agencies lowered or withdrew
their ratings. See "Description of MuniPreferred--Redemption." A Fund's Board
of Directors may, without shareholder approval, change certain definitions or
restrictions that the Fund has adopted in connection with the rating agency
guidelines, but only if Moody's or Standard & Poor's has confirmed to the Fund
or the Board in writing that any change would not impair their ratings of
MuniPreferred shares.
The rating agencies also limit some of each Fund's activities. So long as a
rating agency is rating a Fund's MuniPreferred shares, the Fund will only
enter into futures or options transactions in accordance with that agency's
guidelines and after the rating agency confirms in writing that these
transactions will not impair the rating on MuniPreferred shares. In addition,
a Fund may not, among other things, (1) borrow money (except to clear
securities transactions or pay dividends and only if the Fund maintains the
MuniPreferred Basic Maintenance Amount, described below); (2) sell securities
short, or (3) lend any securities, unless the rating agency confirms in
writing that the loan would not impair the rating on MuniPreferred shares.
Each Fund does not intend to borrow money; each has an operating policy that
prevents it from borrowing an amount greater than 5% of its total assets so
long as MuniPreferred shares are outstanding; and the rating agencies restrict
each Fund's ability to borrow money. Nevertheless, under certain circumstances
each Fund is allowed to borrow money for temporary or emergency purposes or to
repurchase shares when borrowing is deemed to be in the best interests of the
common shareholders. See "Repurchase of Shares or Conversion to an Open-End
Fund." If a Fund borrows, it would be required to pay interest on that debt
before it pays any dividends to MuniPreferred shareholders, and it likely
would have to repay the principal due before it could pay the liquidation
preference on MuniPreferred shares. Interest expense will reduce the Fund's
net investment income, and thus borrowing may impair the Fund's ability to pay
dividends to MuniPreferred shareholders. This risk will be higher if the Fund
borrows money at a variable interest rate that increases when prevailing
market rates increase.
MuniPreferred Basic Maintenance Amount. Moody's and Standard & Poor's
require each Fund to maintain assets having, in the aggregate, a "discounted
value" at least equal to the MuniPreferred Basic Maintenance Amount. Each
rating agency has its own guidelines for determining the "discounted value" of
the value of the Fund's portfolio holdings. The discount factors applied by
each rating agency to portfolio securities include the sensitivity of a
security's value to changes in interest rates, the liquidity and depth of the
market for the security, the security's credit quality, and how often the
security is marked to market. If a security in the Fund's portfolio does not
meet a rating agency's guidelines, all or part of it will not be included in
the calculation of "discounted value." See Appendix A to the Statement of
Additional Information for a detailed description of
B-16
<PAGE>
the Moody's and Standard & Poor's rating guidelines. In addition, Standard &
Poor's requires each Fund to meet a minimum liquidity level. Both of these
requirements are discussed below.
The Moody's and Standard & Poor's guidelines do not limit the percentage of
a Fund's assets that may be invested in holdings not eligible to be included
in calculating discounted value. The amount of these ineligible assets
included in the portfolio at any time may vary depending upon the rating,
diversification and other characteristics of the eligible assets included in
the portfolio, although each Fund does not expect that in the normal course of
business the value of these ineligible assets would exceed 20% of the Fund's
total assets.
The MuniPreferred Basic Maintenance Amount is, on any day, the sum of the
liquidation preference value of MuniPreferred shares outstanding, accumulated
but unpaid dividends, estimated dividends for the next nine weeks, a Fund's
anticipated expenses for the next three months, any gross-up payments the Fund
intends to pay to MuniPreferred shareholders, and any other current
liabilities; minus the value of any assets the Fund has set aside to pay its
current liabilities.
If a Fund does not cure its failure to maintain the MuniPreferred Basic
Maintenance Amount, the Fund promptly will alter its portfolio to reattain the
MuniPreferred Basic Maintenance Amount, which will cause the Fund to incur
transaction costs and possible gains or losses on the sale of portfolio
securities. Further, if the Fund does not cure a failure in a timely manner
and Moody's and/or Standard & Poor's is rating MuniPreferred shares, the Fund
will be required to redeem MuniPreferred shares. See "Description of
MuniPreferred--Redemption." Nuveen Advisory will not alter the Fund's
portfolio if, in its reasonable belief, the effect of the alteration would
cause the Fund to have "eligible" assets (assets that can be included in the
calculation of discounted value) on any business day with an aggregate
discounted value of less than the MuniPreferred Basic Maintenance Amount as of
the previous business day. If, however, on a business day the Fund has
"eligible" assets with an aggregate discounted value that exceeds the
MuniPreferred Basic Maintenance Amount by 5 percent or less as of the previous
business day, Nuveen Advisory will not alter the Fund's portfolio in a manner
reasonably expected to reduce the discounted value of the Fund's eligible
assets, unless the Fund confirms that after the alteration, the aggregate
discounted value of the Fund's eligible assets would exceed the MuniPreferred
Basic Maintenance Amount.
Voting Rights
MuniPreferred shareholders generally have equal voting rights with common
shareholders (that is, each common or MuniPreferred share has one vote), and
will vote with them as a single class. MuniPreferred shareholders vote
separately in several circumstances. First, MuniPreferred shareholders vote as
a separate class to elect two of a Fund's directors, and to elect a majority
of the Fund's directors if the Fund fails to pay dividends to MuniPreferred
shareholders for two years. The common shareholders and the MuniPreferred
shareholders, voting together, will elect the remaining directors, in each
case. Second, a majority of MuniPreferred shareholders, voting as a separate
class, must approve a Fund's conversion from a closed-end to an open-end fund,
or a plan of reorganization adversely affecting the MuniPreferred shares.
Third, a majority of MuniPreferred shareholders, voting as a separate class,
must approve changes to a Fund's fundamental investment policies.
For those Funds organized as Minnesota corporations, when MuniPreferred
shareholders vote as a class, Minnesota law requires a vote of holders of a
majority of the MuniPreferred shares to approve the action, unless the Fund's
Articles of Incorporation or the 1940 Act require a different percentage. For
those Funds organized as Massachusetts business trusts, when MuniPreferred
shareholders vote as a class, the Declaration of Trust generally requires a
vote of holders of a majority of the MuniPreferred shares to approve the
action, unless the 1940 Act requires a different percentage.
Each Fund may not, without the approval of holders of a majority of the
MuniPreferred shares: (1) create or issue any class of security that ranks
superior to shares of MuniPreferred, as to paying dividends or distributing
assets if the Fund liquidates, or (2) materially modify the Fund's Articles of
Incorporation, Declaration of Trust, or the Statement of Preferences to affect
the rights or powers of the MuniPreferred shareholders. Subject to
B-17
<PAGE>
certain rating agency approvals, the Board, without the vote or consent of the
MuniPreferred shareholders, may from time to time authorize and create (and a
Fund may from time to time issue) additional shares of any series of
MuniPreferred or classes or series of preferred stock that rank equal to
shares of MuniPreferred as to the payment of dividends and the distribution of
assets upon liquidation.
If you do not vote your MuniPreferred shares, and you hold your shares
through a member of the New York Stock Exchange, the Exchange's rules allow
your Broker-Dealer or broker-dealer to vote them for you and for all of its
customers who own MuniPreferred shares but have not voted, if: (1) the Broker-
Dealer or broker-dealer has sent you the proxy; (2) you have not instructed
your Broker-Dealer or broker-dealer how to vote your shares; (3) the owners of
at least 30% of the MuniPreferred shares of a particular Fund (or shares of
each series of a Fund's MuniPreferred shares, when a series-by-series vote is
required) have voted; (4) less than 10% of the MuniPreferred shares of a
particular Fund (or shares of each series of the Fund's MuniPreferred shares,
when a series-by-series vote is required) have voted against the proposal; (5)
in situations when the common and MuniPreferred shareholders vote together on
the proposal, the common shareholders have approved the proposal; and (6) a
majority of the Fund's independent directors approved the proposal. Your
Broker-Dealer or broker-dealer will vote your shares in the same proportion as
all of its other customers who own MuniPreferred shares and who actually
voted. For example, if 60% of a Broker-Dealer's customers who own
MuniPreferred shares vote their shares, and 92% vote "for" a proposal and 8%
vote "against," then the Broker-Dealer will vote the remaining 40% of its
customers MuniPreferred shares 92% "for" and 8% "against." If you do not hold
your shares through a member of the New York Stock Exchange, your Broker-
Dealer, broker-dealer, or other nominee may not be able to vote your shares
for you and for all of its customers who own MuniPreferred shares but have not
voted, depending on the rules applicable to that Broker-Dealer, broker-dealer,
or nominee.
THE AUCTION
Summary of Auction Procedures
The following is a brief summary of the auction procedures. They are
described in more detail after this summary. The auction procedures are
complicated, and there are exceptions to these procedures. Many of the terms
in this section have a special meaning. Any terms in this section not defined
have the meaning assigned to them in the Statement of Preferences. See
Appendix B to the Statement of Additional Information for a full description
of the auction procedures. The auction determines the Applicable Rate (the
dividend rate) for MuniPreferred shares, but the Applicable Rate will not be
higher than the Maximum Rate. See "Description of MuniPreferred--Dividends and
Rate Periods--Maximum Rate." You also may buy or sell shares in the auction.
If you own MuniPreferred shares, you may instruct, orally or in writing, a
Broker-Dealer or a broker-dealer that has entered into an agreement with a
Broker-Dealer, to enter an order in the auction. If your broker-dealer is not
an agent member of the Depository Trust Company, or an affiliate of an agent
member, it may submit orders for MuniPreferred shares to John Nuveen & Co.
Incorporated. Existing MuniPreferred shareholders can enter three kinds of
orders regarding their MuniPreferred shares: sell, bid, and hold.
. If you enter a sell order, you indicate that you want to sell shares of
MuniPreferred at $25,000 per share, no matter what the next rate period's
Applicable Rate will be.
. If you enter a bid (or "hold at a rate") order, you indicate that you
want to sell shares of MuniPreferred only if the next rate period's
Applicable Rate is less than the rate you specify.
. If you enter a hold order, you indicate that you want to continue to own
shares of MuniPreferred, no matter what the next rate period's Applicable
Rate will be.
You may enter different types of orders for your MuniPreferred shares, as
well as orders for additional MuniPreferred shares. All orders must be for
whole shares. All orders you submit are irrevocable. There are a fixed number
of MuniPreferred shares, and the Applicable Rate likely will vary from auction
to auction depending on the number of bidders, the number of shares the
bidders seek to buy, and general economic
B-18
<PAGE>
conditions including current interest rates. If you own MuniPreferred shares
and submit a bid higher than the Maximum Rate, your bid will be treated as a
sell order. If you do not enter an order, the Broker-Dealer will assume that
you want to continue to hold MuniPreferred shares, but if you fail to submit
an order and the rate period is longer than 28 days, the Broker-Dealer will
treat your failure to submit a bid as a sell order.
If you do not currently own shares of MuniPreferred, or want to buy more
shares, you may instruct a Broker-Dealer, or a broker-dealer that has entered
into an agreement with a Broker-Dealer, to enter a bid order to buy shares in
an auction at $25,000 per share, at a specified dividend rate. If your bid
specifies a rate higher than the Maximum Rate, your order will not be
accepted.
Broker-Dealers will submit orders from existing and potential shareholders
to the auction agent. Neither the Fund nor the auction agent will be
responsible for a Broker-Dealer's failure to submit orders from existing
shareholders and potential shareholders. A Broker-Dealer's failure to submit
orders for MuniPreferred shares held by it or its customers will be treated in
the same manner as a shareholder's failure to submit an order to the Broker-
Dealer. A Broker-Dealer (other than an affiliate of a Fund) may submit orders
to the auction agent for its own account.
If the number of MuniPreferred shares of a series subject to bid orders
with a dividend rate equal to or lower than the Maximum Rate for shares of
that series is at least equal to the number of MuniPreferred shares of that
series subject to sell orders, then the Applicable Rate for the next rate
period will be the lowest rate submitted which, taking into account that rate
and all lower rates submitted in order from existing and potential
shareholders, would result in existing and potential shareholders owning all
the MuniPreferred shares available for purchase in the auction.
If the number of MuniPreferred shares of a series subject to bid orders
with a dividend rate equal to or lower than the Maximum Rate for shares of
that series is less than the number of MuniPreferred shares of that series
subject to sell orders, then the auction is considered to be a failed auction,
and the dividend rate will be the Maximum Rate. In that event, existing
shareholders that have submitted sell orders (or are treated as having
submitted sell orders) may not be able to sell any or all the shares for which
they submitted sell orders.
The auction agent will not accept a bid above the Maximum Rate from a
potential shareholder, and will treat such a bid from an existing shareholder
as a sell order. The purpose of the Maximum Rate is to place an upper limit on
MuniPreferred dividends and in so doing to help protect the earnings available
to pay common share dividends, and to serve as the Applicable Rate in the
event of a failed auction (that is, an auction where there are more
MuniPreferred shares offered for sale than there are buyers for those shares).
If Broker-Dealers submit or are deemed to submit hold orders for all
outstanding shares of a series of MuniPreferred, this is considered an "all
hold" auction and the Applicable Rate for the next rate period will be the All
Hold Order Rate. See "The Auction--Determination of Sufficient Clearing Bids,
Winning Bid Rate, and Applicable Rate" and Appendix B to the Statement of
Additional Information for a description of this rate.
The auction procedures include a pro rata allocation of shares for purchase
and sale. This may result in an existing shareholder continuing to hold or
selling, or a potential shareholder buying, fewer shares than the number of
shares in its order. If this happens, Broker-Dealers will be required to make
appropriate pro rata allocations among their customers.
Settlement of purchases and sales will be made on the next business day
(which also is a dividend payment date) after the auction date, through the
Depository Trust Company. Purchasers will pay for their shares through Broker-
Dealers in same-day funds to the Depository Trust Company against delivery to
the Broker-Dealers. The Depository Trust Company will make payment to the
sellers' Broker-Dealers in accordance with its normal procedures, which
require Broker-Dealers to make payment against delivery in same-day funds.
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<PAGE>
If a Fund plans to include any net capital gains or other Federal taxable
income in a MuniPreferred dividend, it generally will notify the auction agent
of the amount to be included, at least a week before the dividend payment date
for the rate period in which taxable income will be included in a dividend.
The auction agent will notify Broker-Dealers, who in turn will notify their
customers.
The following is a simplified example of how a typical auction works.
Assume that a Fund has 1,000 outstanding shares of New MuniPreferred, and
three current shareholders. The three current shareholders and three potential
shareholders submit orders through Broker-Dealers at the auction:
<TABLE>
<S> <C> <C>
Current Shareholder A... Owns 500 shares, wants to Bid order of 3.5% rate for all
sell all 500 shares if 500 shares
auction rate is less than
3.5%
Current Shareholder B... Owns 300 shares, wants to Hold order--will take the
hold auction rate
Current Shareholder C... Owns 200 shares, wants to Bid order of 3.3% rate for all
sell all 200 shares if 200 shares
auction rate is less than
3.3%
Potential Shareholder D. Wants to buy 200 shares Places order to buy at or above
3.4%
Potential Shareholder E. Wants to buy 300 shares Places order to buy at or above
3.3%
Potential Shareholder F. Wants to buy 200 shares Places order to buy at or above
3.5%
</TABLE>
The lowest dividend rate that will result in all 1,000 shares of New
MuniPreferred continuing to be held is 3.4% (the offer by D). Therefore, the
Applicable Rate will be 3.4%. Current shareholders B and C will continue to
own their shares, and current shareholder A will sell its shares, because A's
dividend rate bid was higher than the Applicable Rate. Potential shareholder D
will buy 200 shares, and Potential shareholder E will buy 300 shares, because
their bid rates were at or below the Applicable Rate. Potential shareholder F
will not buy any shares because its bid rate was above the Applicable Rate.
The foregoing discussion is a summary of the auction procedures. What
follows is a more detailed explanation of the auction procedures.
Auction Dates; Advance Notice of Allocation of Taxable Income
An auction to determine the Applicable Rate for New MuniPreferred shares
for each rate period after the initial rate period will be held on the first
business day preceding the first day of the rate period. The date is the
"auction date." The auction date and the first day of the related rate period
(which is also the dividend payment date for the preceding rate period) must
be business days but need not be consecutive days. See "Description of
MuniPreferred--Dividends and Rate Periods--Designation of Special Rate
Periods" for information about the circumstances under which the first day of
a rate period or the auction date, or both, may be moved to another date.
Whenever a Fund intends to include any net capital gains or other federal
taxable income in any MuniPreferred dividend, it will, for any rate period of
28 days or less, and may, for any rate period of more than 28 days, notify the
auction agent of the amount to be included, on or before the dividend payment
date next preceding the auction date on which the Applicable Rate is to be
set. When the auction agent receives this notice from the Fund, it will in
turn notify each Broker-Dealer who, on or before the auction date and in
accordance with its broker-dealer agreement, will notify its existing
shareholders and persons it believes are interested in submitting an order in
that auction.
Orders by Existing Shareholders and Potential Shareholders
You may submit orders for an auction only through a Broker-Dealer (one that
has signed a dealer agreement with a Fund and the auction agent), or through a
broker-dealer that has entered into a correspondent arrangement with a Broker-
Dealer. Your order must be submitted before the submission deadline, which is
1:30 p.m. Eastern
B-20
<PAGE>
time on the auction date. Your orders must indicate whether you want to buy,
sell, or hold some or all of your shares, and the lowest dividend rate you
will accept for the next rate period (normally one week, although this can be
extended). The auction agent selects the lowest dividend rate bid that will
result in all of the MuniPreferred continuing to be held.
You may enter different types of orders for your MuniPreferred shares, as
well as orders for additional MuniPreferred shares. All orders you submit are
irrevocable. An existing shareholder's sell order will be an irrevocable offer
to sell MuniPreferred shares subject to the order. An existing shareholder's
bid order will be an irrevocable offer to sell MuniPreferred shares subject to
the order if the Applicable Rate is less than the rate specified in the bid
order. A potential shareholder's bid order will be an irrevocable offer to buy
MuniPreferred shares subject to the order if the Applicable Rate is equal to
or greater than the rate specified in the bid order. The number of shares you
buy or sell may be subject to proration.
Your order must be in whole shares. If you are an existing shareholder and
want to buy additional MuniPreferred shares, you will be treated as a
potential shareholder for those additional shares, for the purpose of
determining the priority of orders. See "The Auction--Submission of Orders by
Broker-Dealers to Auction Agent." Broker-Dealers may contact prospective
purchasers of MuniPreferred shares to determine whether they wish to submit
orders.
Any bid order that specifies a rate higher than the Maximum Rate will be
(1) treated as a sell order if an existing shareholder submits the order, and
(2) not be accepted if a potential shareholder submits the order. The auction
procedures establish the Maximum Rate that can result from an auction. See
"The Auction--Determination of Sufficient Clearing Bids, Winning Bid Rate, and
Applicable Rate" and "The Auction--Acceptance or Rejection of Orders and
Allocation of Shares."
Submission of Orders by Broker-Dealers to Auction Agent
Before the submission deadline, which is 1:30 p.m. Eastern time on each
auction date (or another time the auction agent specifies), each Broker-Dealer
will submit to the auction agent in writing all orders it obtained for the
auction. Any order submitted before the auction deadline will be irrevocable.
The auction agent is entitled to rely on the terms of any order a Broker-
Dealer submits. If any rate specified in a bid order contains more than three
figures to the right of the decimal point, the auction agent will round up
that rate to the next highest one-thousandth (.001) of 1%. If a potential
shareholder submits more than one bid order through a Broker-Dealer, each bid
order will be treated as a separate bid order with the rate and number of
shares specified in the order. If an existing shareholder submits through a
Broker-Dealer one or more orders covering in the aggregate more MuniPreferred
shares of a series than the existing shareholder owns, the orders will be
considered valid in the following order of priority:
1. All hold orders will be considered valid, up to and including in the
aggregate the number of MuniPreferred shares of that series the shareholder
owns.
2. (a) Any bid order will be considered valid, up to and including the
excess of the number of outstanding MuniPreferred shares of that series the
shareholder owns over the number of MuniPreferred shares of that series
subject to hold orders referred to in clause 1 above;
(b) subject to 2(a), if more than one bid order with the same
specified rate is submitted on behalf of an existing shareholder and
the number of MuniPreferred shares of that series subject to those bid
orders is greater than the excess, the bid orders will be considered
valid up to and including the amount of that excess, and the number of
MuniPreferred shares of that series subject to each bid order with the
same rate will be reduced pro rata to cover the number of MuniPreferred
shares of that series equal to the excess;
(c) subject to 2(a) and 2(b), if more than one bid order with
different rates is submitted on behalf of an existing shareholder, the
bid orders will be considered valid in the ascending order of their
respective rates up to and including the amount of that excess; and
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<PAGE>
(d) in any event, the number of shares subject to bids not valid
under this clause 2 will be treated as the subject of a bid order by a
potential shareholder at the rate specified in the order.
3. All sell orders will be considered valid, up to and including the
excess of the number of outstanding MuniPreferred shares of that series the
existing shareholder owns, over the sum of MuniPreferred shares of that
series subject to valid hold orders referred to in clause 1 above and valid
bid orders referred to in clause 2 above.
Determination of Sufficient Clearing Bids, Winning Bid Rate, and Applicable
Rate
The auction agent will assemble, not earlier than the submission deadline,
all valid orders submitted or deemed submitted by Broker-Dealers for a series
of MuniPreferred. The auction agent will determine the excess of the number of
outstanding shares of that series of MuniPreferred over the number of
outstanding shares subject to submitted hold orders, and will then determine
whether "sufficient clearing bids" have been made in the auction. "Sufficient
clearing bids" means that the number of outstanding MuniPreferred shares of
that series that are the subject of bid orders submitted by potential
shareholders specifying a rate not higher than the Maximum Rate, equals or
exceeds the number of outstanding shares of that series that are the subject
of sell orders submitted by existing shareholders (including the shares of
that series that are the subject of bid orders by existing shareholders
specifying rates higher than the Maximum Rate).
If sufficient clearing bids have been made, the auction agent will
determine the winning bid rate; that is, the lowest rate specified in the bid
orders which, taking into account the rates in the bid orders submitted by
existing shareholders, would result in existing shareholders continuing to
hold an aggregate number of outstanding MuniPreferred shares of that series
which, when added to the number of outstanding MuniPreferred shares of that
series to be bought by potential shareholders, would equal not less than the
available amount of outstanding MuniPreferred shares. The winning bid rate
will be the Applicable Rate for the next rate period for all outstanding
shares of that series.
If sufficient clearing bids have not been made (other than because all of
the outstanding MuniPreferred shares of that series are subject to hold
orders), the Applicable Rate for the next rate period for all outstanding
shares of that series will be the Maximum Rate. If sufficient clearing bids
have not been made, existing shareholders that submitted sell orders may not
be able to sell any or all of their shares in the auction, and will continue
to hold those unsold shares in the next rate period. Dividends in that next
rate period may include taxable income and gain. See "The Auction--Auction
Dates; Advance Notice of Allocation of Taxable Income" and "--Acceptance or
Rejection of Orders and Allocation of Shares."
If all of the outstanding shares of MuniPreferred for that series are
subject to hold orders, the Applicable Rate for the next period for all shares
of that series will be the All Hold Order Rate, which is the lesser of the
Kenny Index (if the rate period is less than 183 days) or the product of:
(1) (a) the "AA" Composite Commercial Paper Rate on the auction date for
that rate period if the rate period is less than 183 days; (b) the Treasury
Bill Rate on that auction date for that rate period if the rate period is
more than 182 days but less than 365 days; or (c) the Treasury Note Rate on
that auction date for that rate period if the rate period is more than 364
days (the rate in clauses a, b or c is the "benchmark rate"); and
(2) 1 minus the maximum marginal regular Federal individual income tax
rate applicable to ordinary income or the maximum marginal regular Federal
corporate income tax rate, whichever is greater.
If a Fund has notified the auction agent that it intends to allocate any
net capital gains or other Federally taxable income to MuniPreferred shares
for that rate period, the Applicable Rate in an "all hold" auction for the
portion of the dividends that represents the allocation of net capital gains
or other Federally taxable income will be:
(1) if the "taxable yield rate" is greater than the benchmark rate, then
the benchmark rate; or
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<PAGE>
(2) if the taxable yield rate is less than or equal to the benchmark
rate, then the rate equal to the sum of (a) the lesser of the Kenny Index
(if the rate period is less than 183 days) or the product of the benchmark
rate multiplied by the factor in clause (2) above, and (b) the product of
the maximum marginal regular Federal individual income tax rate applicable
to ordinary income or the maximum marginal regular Federal corporate income
tax applicable to ordinary income, whichever is greater, multiplied by the
taxable yield rate.
The "taxable yield rate" is the rate determined by (a) dividing the amount
of taxable income available for distribution per share of MuniPreferred by the
number of days in the dividend period in which the Fund intends to distribute
taxable income, (b) multiplying the amount in (a) by 365 (if the dividend
period is seven days) or by 360 (for any other dividend period), and (c)
dividing the amount determined in (b) by $25,000.
See Appendix B to the Statement of Additional Information for the
definitions of "Kenny Index," "AA Composite Commercial Paper Rate," "Treasury
Bill Rate" and "Treasury Note Rate."
Acceptance or Rejection of Orders and Allocation of Shares
Based on the determinations made under "Determination of Sufficient
Clearing Bids, Winning Bid Rate and Applicable Rate," and subject to the
auction agent's discretion to round and allocate shares as described below,
the auction agent will accept or reject submitted bid and sell orders in the
order of priority set out in the Auction Procedures. The result will be that
existing and potential shareholders will sell, continue to hold, and/or
purchase outstanding MuniPreferred shares of that series as described below.
Existing shareholders that submitted or were deemed to have submitted hold
orders will continue to own MuniPreferred shares subject to those hold orders.
Sufficient Clearing Bids. If sufficient clearing bids have been made in an
auction for a series of MuniPreferred, orders will be accepted or rejected in
the following order.
1. Each existing shareholder that submitted a sell or bid order
specifying a rate higher than the winning bid rate will sell outstanding
MuniPreferred shares subject to that sell or bid order.
2. Each existing shareholder that submitted a bid order specifying a
rate lower than the winning bid rate will continue to hold outstanding
MuniPreferred shares subject to that bid order.
3. Each potential shareholder that submitted a bid order specifying a
rate lower than the winning bid rate will have its bid order accepted
(although it may not be able to buy all the shares specified in its order).
4. Each existing shareholder that submitted a bid order specifying a
rate equal to the winning bid rate will continue to hold the outstanding
MuniPreferred shares subject to that bid order. But if the number of
outstanding MuniPreferred shares subject to all bid orders is greater than
the number of outstanding MuniPreferred shares in excess of the available
outstanding MuniPreferred shares of that series over the number of
outstanding MuniPreferred shares accounted for in clauses 2 and 3 above,
then each existing shareholder that submitted a bid order specifying a rate
equal to the winning bid rate will continue to hold a number of the
outstanding MuniPreferred shares subject to that bid order, determined on a
pro rata basis based on the number of outstanding MuniPreferred shares
subject to all bid orders by existing shareholders.
5. Each potential shareholder that submitted a bid order specifying a
rate equal to the winning bid rate will buy any shares of available
outstanding MuniPreferred shares not accounted for in clauses 2 through 4,
above, on a pro rata basis based on the number of outstanding MuniPreferred
shares subject to all bid orders.
Insufficient Clearing Bids. If sufficient clearing bids have not been made
in an auction for a series of MuniPreferred (unless this is because all
outstanding MuniPreferred shares of that series are subject to hold orders):
1. Each existing shareholder that submitted a bid order specifying a
rate equal to or lower than the Maximum Rate will continue to hold
outstanding MuniPreferred shares subject to that bid order.
B-23
<PAGE>
2. Each potential shareholder that submitted a bid order specifying a
rate equal to or lower than the Maximum Rate will buy the number of
outstanding MuniPreferred shares subject to that bid order.
3. Each existing shareholder that submitted bid order specifying a rate
higher than the Maximum Rate, or a sell order, will sell a number of
outstanding MuniPreferred shares determined on a pro rata basis based on
the number of outstanding MuniPreferred shares subject to all bid and sell
orders.
If, because of the pro rata allocation described in clauses 4 and 5 in
"Sufficient Clearing Bids," or in clause 3 of "Insufficient Clearing Bids,"
any existing shareholder would be entitled or required to sell, or any
potential shareholder would be entitled or required to buy, a fractional share
of MuniPreferred, the auction agent will, in its sole discretion, round up or
down to the nearest whole share the number of MuniPreferred shares sold or
bought on the auction date so that the number of shares an existing or
potential shareholder sells or buys will be whole shares.
If, because of the pro rata allocation described in clause 5 in "Sufficient
Clearing Bids," any potential shareholder would be entitled or required to buy
less than a whole MuniPreferred share, the auction agent will in its sole
discretion, allocate MuniPreferred shares for purchase among potential
shareholders so that any potential shareholders will only buy whole shares,
even if this means that one or more potential shareholders will not buy any
MuniPreferred shares.
Notification of Results; Settlement
The auction agent will notify, by telephone by approximately 3:00 p.m.
Eastern time on the auction date, each Broker-Dealer that submitted an order,
of the Applicable Rate for the next rate period and, if the order was a bid or
sell order, whether the order was accepted or rejected in whole or in part.
Each Broker-Dealer that submitted an order on behalf of an existing or
potential shareholder will notify that person of the Applicable Rate for the
next rate period and, if the order was a bid or sell order, whether the order
was accepted or rejected in whole or in part; and will confirm purchases and
sales with each existing or potential shareholder purchasing or selling shares
as a result of the auction. The auction agent will record each transfer of
MuniPreferred shares on the registry of existing shareholders it maintains.
In accordance with the Depository Trust Company's normal procedures, on the
business day after the auction date, purchases and sales of MuniPreferred
shares will be executed through the Depository Trust Company and the accounts
of the agent members will be debited and credited and shares delivered as
necessary to effect the purchases and sales of MuniPreferred shares as
determined in the auction. Purchasers will make payment though their agent
members in same-day funds to the Depository Trust Company against delivery
through their agent members; the Depository Trust Company will make payment in
accordance with its normal procedures, which now provide for payment against
delivery by its agent members in same-day funds.
If any existing shareholder selling MuniPreferred shares in an auction
fails to deliver its shares, the Broker-Dealer of any buyer of shares in an
auction may deliver to that person a number of whole MuniPreferred shares that
is less than the number of shares that the person otherwise was to buy. In
that event, the Broker-Dealer will determine the number of MuniPreferred
shares to be delivered, and delivery of the lesser number of shares will
constitute good delivery.
Auction Agent
The auction agent acts as an agent of each of the Funds. Unless the auction
agent acts in bad faith or negligently, it will not be liable for any action
taken, suffered, or omitted or for any error of judgment it makes in the
performance of its duties under the Auction Agency Agreement, and it will not
be liable for any error of judgment it makes in good faith unless it is
negligent in ascertaining the pertinent facts. The auction agent may terminate
the Auction Agency Agreement as to one or more Funds upon 45 days' notice to
the Fund(s). If the auction agent should resign, the Fund will use its best
efforts to enter into an agreement with a successor auction agent that
contains substantially the same terms and conditions as the Auction Agent
Agreement. A Fund may remove the auction agent, but before this removal, the
Fund must have entered into an agreement with a successor auction agent.
B-24
<PAGE>
Broker-Dealers; Participation Fee
After each auction, the auction agent will pay to each Broker-Dealer, from
monies a Fund provides, a participation fee at the annual rate of 1/4 of 1% of
the Fund's net assets for any auction immediately preceding a rate period of
less than one year. For a rate period of one year or longer, the amount will
be a percentage of the purchase price of MuniPreferred shares the broker-
dealer places at that auction, as the Fund and Broker Dealers may agree.
"Places at auction" means that the shares were (1) the subject of hold orders
deemed to be sell orders made by existing shareholders who acquired their
shares from that Broker-Dealer, or (2) the subject of an order the Broker-
Dealer submitted that is (a) a bid order from an existing shareholder that
results in the shareholder continuing to hold those shares as a result of the
auction; (b) a bid order from a potential shareholder that results in the
shareholder buying those shares as a result of the auction; or (c) a valid
hold order.
The broker-dealer agreements allow a Broker-Dealer (other than an affiliate
of a Fund), to submit orders in auctions for its own account, unless a Fund
notifies all Broker-Dealers that they may no longer do so. In that case,
Broker-Dealers may continue to submit hold and sell orders, but not bid
orders, for their own accounts. Any Broker-Dealer that is an affiliate of a
Fund may submit orders in auctions, but only if these orders are not for its
own account. If a Broker-Dealer submits an order for its own account in an
auction, it might have an advantage over other bidders because it would know
about orders it placed through the auction. This Broker-Dealer, however, would
not know about orders other Broker-Dealers submitted in the auction. A Fund
may request that the auction agent terminate one or more broker-dealer
agreements at any time, provided that at least one broker-dealer agreement is
in effect after the termination(s).
Secondary Market
Broker-Dealers and other broker-dealers may maintain a secondary trading
market for MuniPreferred shares, although they are not required to do so. The
secondary trading market in MuniPreferred shares may not provide you with
liquidity. MuniPreferred shares are not registered on a stock exchange or on
the Nasdaq Stock Market.
You may sell or transfer shares of MuniPreferred only in whole shares and
only: (1) pursuant to a bid or sell order placed with the auction agent in
accordance with the auction procedures; (2) to a Broker-Dealer or other
broker-dealer; or (3) to other persons as a Fund may permit; provided,
however, that (a) a sale or transfer of your shares (if you hold your shares
in the name of a Broker-Dealer) to that Broker-Dealer, or to another customer
of that Broker-Dealer, will not be considered a sale or transfer for purposes
of the foregoing if that Broker-Dealer remains the existing holder of the
shares immediately after the transaction; and (b) in the case of all
transfers, other than through an auction, the Broker-Dealer (or other person,
if the Fund permits) receiving the transfer will advise the auction agent of
the transfer.
TAX MATTERS
Federal Income Tax Matters
Each Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and
intends to distribute substantially all of its net income and gains to its
shareholders. Therefore, it is not expected that the Fund will be subject to
any Federal income tax. Substantially all of the Fund's dividends to the
common shareholders and MuniPreferred shareholders will qualify as "exempt-
interest dividends." A shareholder treats an exempt-interest dividend as
interest on state and local bonds exempt from regular Federal income tax. Some
or all of an exempt-interest dividend, however, may be subject to Federal
alternative minimum tax imposed on the shareholder. Different Federal
alternative tax rules apply to individuals and to corporations. In addition to
exempt-interest dividends, the Fund also may distribute amounts that are
treated as long-term capital gain or ordinary income to its shareholders. Each
Fund will allocate distributions to shareholders that are treated as tax-
exempt interest and as long-term capital gain and ordinary income, if any,
proportionately among the common and MuniPreferred shares. Each Fund intends
to notify MuniPreferred shareholders in advance if it will allocate income
that is not exempt from regular Federal income tax. In certain circumstances a
Fund will make payments to MuniPreferred shareholders to offset the tax
effects
B-25
<PAGE>
of the taxable distribution. See "Description of MuniPreferred--Dividends and
Rate Periods--Gross-Up Payments" in Part B of this Prospectus. The Statement
of Additional Information contains a more detailed summary of the Federal tax
rules that apply to the Fund and its shareholders. Legislative, judicial or
administrative action may change the tax rules that apply to each Fund or its
shareholders. Any change may be retroactive for Fund transactions. You should
consult with your tax adviser about Federal income tax matters.
National Funds: State and Local Tax Matters
While exempt-interest dividends are exempt from regular Federal income tax,
they may not be exempt from state or local income or other taxes. Some states
exempt from state income tax that portion of any exempt-interest dividend that
is derived from interest a regulated investment company receives on its
holdings of securities of that state and its political subdivisions and
instrumentalities. Therefore, the Fund will report annually to its
shareholders the percentage of interest income the Fund earned during the
preceding year on tax-exempt obligations and the Fund will indicate, on a
state-by-state basis, the source of this income. You should consult with your
tax adviser about state and local tax matters.
COMMON STOCK
Common shares have equal voting rights and equal rights as to dividends,
assets, and liquidation with respect to one another. Common shares are fully
paid and non-assessable when issued and have no preemptive, conversion, or
exchange rights. No Fund may declare dividends or make any distributions on
common shares, or repurchase common shares, if it has declared but not paid
all accumulated dividends on MuniPreferred shares.
CONTROL OF THE FUND
Each Fund's Articles of Incorporation or Declaration of Trust may limit the
ability of other companies or persons to acquire control of the Fund. The
holders of at least two-thirds of the common and MuniPreferred shares, voting
together, must approve the Fund's conversion from a closed-end to an open-end
fund; its merger or consolidation; a sale, lease, or transfer of all or
substantially all of the Fund's assets (other than in the course of the Fund's
regular investment activities); or the Fund's liquidation or dissolution. If
two-thirds of the Fund's directors vote to approve one of these transactions,
then the holders of at least a majority of the shares of common and
MuniPreferred, voting together, must approve the transaction.
These voting requirements are higher than legally required. They could have
the effect of making it more difficult for a third party to assume control of
a Fund or merge it with another fund. However, these voting requirements could
cause third parties seeking control of the Fund to negotiate the price to be
paid with Nuveen Advisory, and could assure the continuity of the Fund's
investment objectives and policies. Each Fund's Board believes that the higher
voting requirements are in the best interest of the Fund and its shareholders.
REPURCHASE OF SHARES OR CONVERSION TO AN OPEN-END FUND
Each of the Funds is a closed-end fund, and you do not have the right to
cause a Fund to redeem your MuniPreferred shares. MuniPreferred shares trade
primarily through the auction, while each Fund's common shares trade on the
New York Stock Exchange. Common shares may trade at a premium or a discount to
net asset value. Each Fund's Board of Directors will consider, at least
annually, whether it should take any action to reduce or eliminate a material
discount from net asset value of the common shares. The Board could authorize
a Fund to repurchase some of its common shares, make a tender offer for some
of its common shares, or convert the Fund to an open-end fund. All of these
actions are subject to certain legal restrictions. If the Fund repurchases
common shares or makes a tender offer, this may not reduce the discount. The
Fund may borrow money to repurchase common shares or pay for tendered shares.
If the Fund borrows, the costs of borrowing would reduce the Fund's net
income. If the Fund converted to an open-end fund, it could not have preferred
stock outstanding. The Fund would be required to redeem all outstanding
MuniPreferred shares (requiring in turn that the Fund
B-26
<PAGE>
liquidate a portion of its portfolio), and the Fund's common shares would no
longer be listed on the New York Stock Exchange.
The Board's present policy, which is subject to change, is that the Board
will not authorize any of these actions if: this would result in the delisting
of the common stock from the New York Stock Exchange or cause a Fund to fail
to qualify as a regulated investment company under the Code; the Fund could
not sell portfolio securities in an orderly manner, or without imposing
significant tax consequences on remaining common shareholders, sufficient to
repurchase shares; there are material legal challenges to the repurchase; the
New York Stock Exchange suspends trading; or there are other large-scale
events that affect the Fund's ability to repurchase its shares, such as a
federal banking moratorium.
NET ASSET VALUE
The Funds' custodian calculates each Fund's net asset value. The custodian
uses prices for portfolio securities from a pricing service the Fund's Board
of Directors has approved. The pricing service values portfolio securities at
the mean between the quoted bid and asked price or the yield equivalent when
quotations are readily available. Securities for which quotations are not
readily available (which will constitute the majority of the Fund's portfolio
securities) are valued at fair value. The pricing service uses methods that
consider yields or prices of municipal bonds of comparable quality, type of
issue, coupon, maturity, and ratings; dealers indications of value; and
general market conditions. The pricing service may use electronic data
processing techniques or a matrix system, or both. The Fund's officers review
the pricing service's procedures and valuations, under the general supervision
of the Board of Directors.
OTHER SERVICE PROVIDERS
The Chase Manhattan Bank, located at One Chase Plaza, New York, NY 10081,
is the Fund's custodian, and the transfer agent and dividend disbursing agent
for the Fund's common shares. Bankers Trust Company, located at 4 Albany
Street, New York, NY 10006, is the auction agent, transfer agent, registrar,
dividend disbursing agent and redemption agent for the MuniPreferred shares.
Purchases and sales of MuniPreferred shares are cleared and settled at the
Depository Trust Company, 55 Water Street, New York, NY 10041.
AVAILABLE INFORMATION
The Funds are subject to the informational requirements of the Securities
Exchange Act of 1934, the 1940 Act, and are required to file reports, proxy
statements and other information with the SEC. These documents can be
inspected and copied for a fee at the SEC's public reference room, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's New York Regional
Office, Seven World Trade Center, New York, New York 10048 and Chicago
Regional Office, Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois, 60661-2511. Reports, proxy statements, and other
information about the Funds can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
This Part B of the Prospectus does not contain all of the information in
each Fund's registration statement, including amendments, exhibits, and
schedules. Statements in this Part B of the Prospectus about the contents of
any contract or other document are not necessarily complete and in each
instance reference is made to the copy of the contract or other document filed
as an exhibit to the registration statement, each such statement being
qualified in all respects by this reference.
Additional information about each Fund and MuniPreferred shares can be
found in each Fund's Registration Statement (including amendments, exhibits,
and schedules) on Form N-2 filed with the SEC. The SEC maintains a web site
(http://www.sec.gov) that contains each Fund's Registration Statement, other
documents incorporated by reference, and other information the Fund has filed
electronically with the Commission, including proxy statements and reports
filed under the Securities Exchange Act of 1934. Additional information may be
found on the Internet at http://www.nuveen.com.
B-27
<PAGE>
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
Investment Objectives and Policies......................................... S-1
Certain Trading Strategies of the Fund..................................... S-7
Management of the Fund..................................................... S-10
Portfolio Transactions..................................................... S-18
Net Asset Value............................................................ S-20
Additional Information Concerning the Auctions for MuniPreferred........... S-20
Tax Matters................................................................ S-22
Certain Owners of Record................................................... S-28
Experts.................................................................... S-28
Report of Independent Auditors............................................. S-29
Financial Statements....................................................... S-30
Appendix A--Ratings of Investments......................................... A-1
Appendix B--Statement of Preferences....................................... B-1
</TABLE>
B-28
<PAGE>
APPENDIX A
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 Federal tax-free yield on a
municipal investment. To assist you to more easily compare municipal
investments like MuniPreferred shares with taxable alternative investments,
the table below presents the taxable equivalent yields for a range of
hypothetical Federal 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>
B-A-1
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesperson or other individual has been authorized to give any
information 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 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.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Prospectus Summary........................................................ A-1
Financial Highlights...................................................... A-3
The Fund.................................................................. A-4
Use of Proceeds........................................................... A-4
Capitalization............................................................ A-5
Investment Objectives and Policies........................................ A-6
Underwriting.............................................................. A-7
Legal Opinions............................................................ A-7
Experts................................................................... A-8
Municipal Bonds........................................................... B-1
Portfolio Investments..................................................... B-2
Insured Funds: Municipal Bond Insurance................................... B-2
Investment Restrictions................................................... B-4
Risk Factors.............................................................. B-5
Management of the Fund.................................................... B-7
Certain Trading Strategies of the Funds................................... B-9
Description of MuniPreferred.............................................. B-9
The Auction............................................................... B-18
Tax Matters............................................................... B-25
Common Stock.............................................................. B-26
Control of the Fund....................................................... B-26
Repurchase of Shares or Conversion to an Open-End Fund.................... B-26
Net Asset Value........................................................... B-27
Other Service Providers................................................... B-27
Available Information..................................................... B-27
Table of Contents of the Statement of Additional Information.............. B-28
Taxable Equivalent Yield Table............................................ B-A-1
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$39,000,000
Nuveen Select Quality
Municipal Fund, Inc.
Municipal Auction
Rate Cumulative
Preferred Stock
MuniPreferred(R)
1,560 Shares Series TH
--------
PROSPECTUS
June 1, 1999
--------
Salomon Smith Barney
A.G. Edwards & Sons, Inc.
BT Alex. Brown
Goldman, Sachs & Co.
John Nuveen & Co. Incorporated
Legg Mason Wood Walker
Incorporated
PaineWebber Incorporated
Prudential Securities
Raymond James & Associates, Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
The information in this Statement of Additional Information is not complete and
may be changed. We may not 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.
STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE 1, 1999
NUVEEN SELECT QUALITY MUNICIPAL
FUND, INC.
This Statement of Additional Information relating to this offering does
not constitute a prospectus, but should be read in conjunction with the
Prospectus relating thereto dated June 1, 1999 (the "Prospectus"). This
Statement of Additional Information does not include all information that a
prospective investor should consider before purchasing shares of MuniPreferred
in this offering, 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. Capitalized terms used but not defined in this
Statement of Additional Information have the meanings assigned to them in the
Prospectus.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
Investment Objectives and Policies.................. S-1
Certain Trading Strategies of the Fund.............. S-7
Management of the Fund.............................. S-10
Portfolio Transactions.............................. S-18
Net Asset Value..................................... S-20
Additional Information Concerning the Auctions for
MuniPreferred....................................... S-20
Tax Matters......................................... S-22
Certain Owners of Record............................ S-28
Experts............................................. S-28
Report of Independent Auditors...................... S-29
Financial Statements................................ S-30
Ratings of Investments.............................. A-1
Statement of Preferences............................ B-1
</TABLE>
INVESTMENT OBJECTIVES AND POLICIES
INVESTMENT OBJECTIVES
The Fund's primary investment objective is current income exempt from
regular Federal income tax. The Fund's secondary investment objective is to
enhance portfolio value relative to the municipal bond market by investing in
tax-exempt bonds that, in the opinion of the Fund's investment adviser, are
underrated or undervalued or that represent municipal market sectors that are
undervalued.
The Fund seeks to achieve its investment objectives by investing
substantially all of its assets (more than 80%) in a diversified portfolio of
tax-exempt municipal bonds rated at the time of purchase within the four highest
grades (Baa or BBB or better) by Moody's or Standard and Poor's, except that the
Fund may invest up to 20% of its assets in unrated municipal bonds which, in
Nuveen Advisory's opinion, have credit characteristics equivalent to, and are
of comparable quality to, municipal bonds rated Baa or BBB or better. The Fund
will not invest in any rated municipal bonds that are rated lower than Baa by
Moody's or BBB by Standard & Poor's at the time of purchase. Municipal bonds
rated Baa or BBB or better are considered "investment grade" securities. Bonds
rated Baa are considered medium grade obligations that lack outstanding
investment characteristics and in fact have speculative characteristics as well,
while municipal bonds rated BBB are regarded as having an adequate capacity to
pay principal and interest.
S-1
<PAGE>
PORTFOLIO INVESTMENTS
Except to the extent that the Fund buys temporary investments as described
below, the Fund will, as a fundamental policy, invest substantially all of its
assets (more than 80%) in tax-exempt municipal bonds that are rated at the time
of purchase within the four highest grades (Baa or BBB or better) by Moody's or
Standard and Poor's, except that the Fund may invest up to 20% of its assets in
unrated municipal bonds which, in Nuveen Advisory's opinion, have credit
characteristics equivalent to, and are of comparable quality to, municipal bonds
so rated. These policies and the Fund's investment objectives are fundamental
policies, which cannot be changed without the approval of the holders of a
majority of the outstanding shares of common shares and MuniPreferred shares,
voting together, and of the holders of a majority of the outstanding
MuniPreferred shares, voting separately.
These policies and the Fund's investment objectives are fundamental
policies, which cannot be changed without the approval of the holders of a
majority of the outstanding shares of common shares and MuniPreferred shares,
voting together, and of the holders of a majority of the outstanding
MuniPreferred shares, voting separately. For this purpose, a "majority of the
outstanding shares" means the vote of (1) 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 (2) more than 50% of the shares, whichever is less.
S-2
<PAGE>
The Fund buys municipal bonds with different maturities and intends to
maintain an average portfolio maturity of 15 to 30 years, although this may be
shortened depending on market conditions. As a result, the Fund's portfolio may
include long-term and intermediate-term municipal bonds. If the long-term
municipal bond market is unstable, the Fund may temporarily invest up to 100% of
its assets in temporary investments. Temporary investments are high quality,
generally uninsured, short-term municipal bonds that may either be tax-exempt or
taxable. The Fund will buy taxable temporary investments only if suitable tax-
exempt temporary investments are not available at reasonable prices and yields.
The Fund will invest only in taxable temporary securities that are U.S.
Government securities or corporate debt securities rated within the highest
grade by Moody's or Standard & Poor's, and that mature within one year from the
date of issuance. The Fund's policies on securities ratings only apply when the
Fund buys a security, and the Fund is not required to sell securities that have
been downgraded. See Appendix A for a description of securities ratings. The
Fund also may invest in taxable temporary investments that are certificates of
deposit from U.S. banks with assets of at least $1 billion, or repurchase
agreements. The Fund is required to allocate taxable income on temporary
investments, if any, proportionately between common shares and MuniPreferred
shares, based on the percentage of total dividends distributed to each class for
that year.
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 a substantial portion of the income produced
by the Fund may be includable in alternative minimum taxable income.
MuniPreferred 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 MuniPreferred 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. In
addition, the dividends paid on MuniPreferred shares during specified Rate
Periods will include an allocated portion of any net capital gains or other
income taxable for Federal income tax purposes the Fund realizes. See "Tax
Matters."
MUNICIPAL BONDS
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 Municipal Lease
Obligations do not constitute general obligations 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
S-3
<PAGE>
appropriated for such purpose on a yearly basis. In the case of a "non-
appropriationn 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. The Fund seeks
to minimize these risks by only investing in those "non-appropriation" Municipal
Lease Obligations where (a) the nature of the leased equipment or property is
such that its ownership or use is essential to a governmental function of the
municipality, (b) the lease payments will commence amortization of principal at
an early date that results in an average life of seven years or less for the
Municipal Lease Obligation, (c) appropriate covenants will be obtained from the
municipal obligor prohibiting the substitution or purchase of similar equipment
if lease payments are not appropriated, (d) the lease obligor has maintained
good market acceptability in the past, (e) the investment is of a size that will
be attractive to institutional investors and (f) the underlying leased equipment
has elements of portability or use, or both, that enhance its marketability in
the event foreclosure on the underlying equipment were ever required.
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 indexes, such as a bank prime rate or a tax-exempt money market
index. As used in the Prospectus and in this Statement of Additional
Information, the term municipal bonds also includes obligations, such as tax-
exempt notes, municipal commercial paper and Municipal Lease Obligations, having
relatively short-term maturities, although the Fund emphasizes investments in
municipal bonds with long-term maturities.
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, as amended. In addition,
Congress, state legislatures or referenda may in the future enact laws affecting
the obligations of these issuers by 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
Obligations may be materially affected.
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 shares of
common stock and preferred stock of the Fund, including MuniPreferred, voting
together as a single class, and of the holders of a majority of the outstanding
shares of preferred stock of the Fund, including MuniPreferred, voting as a
separate class:
S-4
<PAGE>
(1) Issue senior securities, as defined in the 1940 Act, other than preferred
stock, except to the extent such issuance might be involved with respect to
borrowings described under subparagraph (3) below or with respect to
transactions involving futures contracts or the writing of options within the
limits described under "Certain Trading Strategies of the Fund Financial Futures
and Options Transactions" below;
(2) Make short sales of securities or purchase any securities on margin (except
for such short-term credits as are necessary for the clearance of transactions),
or write or purchase put or call options, except to-the extent that the purchase
of a standby commitment may be considered the purchase of a put, and except for
transactions involving options within the limits described under "Certain
Trading Strategies of the Fund -- Financial Futures and Options Transactions"
below;
(3) 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 its total assets including the amount borrowed; while any such
borrowings exceed 5% of its total assets, no additional purchases of investment
securities will be made;
(4) Underwrite any issue of securities, except to the extent that the purchase
of Municipal Obligations in accordance with its investment objective, policies
and limitations may be deemed to be an underwriting;
(5) 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
Obligations other than those Municipal Obligations backed only by the assets and
~evenues of non-governmental users, nor shall it apply to Municipal Obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities;
(6) Purchase or sell real estate, but this shall not prevent the Fund from
investing in Municipal Obligations secured by real estate or interests therein;
(7) Purchase or sell commodities or commodities contracts, except for
transactions involving futures contracts within the limits described under
"Certain Trading Strategies of the Fund -- Financial Futures and Options
Transactions" bellow;
(8) Make loans, other than by entering into repurchase agreements and through
the purchase of Municipal Obligations or temporary investments in accordance
with its investment objective, policies and limitations;
(9) Invest in securities other than Municipal Obligations and temporary
investments as described under "Investment Objectives and Policies -- Portfolio
Investments" above; and purchase financial futures and options except within the
limits described in "Certain Trading Strategies of the Fund -- Financial Futures
and Options Transactions."
S-5
<PAGE>
(10) Invest more than 5% of its total assets in securities of any one issuer,
except that this limitation shall not apply to securities of the U.S.
Government, its agencies and instrumentalities or to the investment of 25% of
its total assets;
(11) Pledge, mortgage or hypothecate its assets, except that, to secure
borrowings permitted by subparagraph (3) above, it may pledge securities having
a market value at the time of pledge not exceeding 20% of the value of its total
assets;
(12) Invest more than 10% of its total assets in repurchase agreements maturing
in more than seven days; and
(13) Purchase or retain the securities of any issuer other than its own
securities if, to its knowledge, those of its directors, or those officers and
directors of the Nuveen Advisory Corp. who individually own beneficially more
than 1/2 of 1% of the outstanding securities of such issuer, together own
beneficially more than 5% of such outstanding securities.
For the purpose of applying the limitation set forth in subparagraph (10) 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, the guarantee or letter of credit would be considered a
separate security and would be treated as an issue of that government or other
entity. When a municipal bond is insured by bond insurance, it shall not be
~onsidered a security that is issued or guaranteed by the issuer; instead, the
issuer of the municipal bond will be determined in accordance with the
principles set out 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.
In addition to the limitations set forth above, the Fund will not, as a
matter of operating policy, (1) invest for the purpose of exercising control or
management, or (2) borrow in excess of 5% of its total assets if and so long as
its preferred shares are outstanding. These policies are not fundamental and the
Board may change them without shareholder approval.
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.
S-6
<PAGE>
The Fund has no intention to file a voluntary application for relief under
Federal bankruptcy law or any similar application under state law for so long as
the Fund is solvent and does not foresee becoming insolvent.
CERTAIN TRADING STRATEGIES OF THE FUND
PORTFOLIO TRADING AND TURNOVER RATE
Portfolio trading may be undertaken to accomplish the investment objective
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 objective.
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
objective by prudent selection of Municipal Obligations with a view to holding
them for investment. The Fund anticipates that its annual portfolio turnover
rate generally will not exceed 100%, although there can be no assurance of this.
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 Fund's annual portfolio turnover rate may exceed 100% in
particular years.
WHEN-ISSUED AND DELAYED-DELIVERY
The Fund may purchase and sell Municipal Obligations on a when-issued or
delayed-delivery basis. When-issued and delayed-delivery transactions arise when
securities are purchased or sold with payment and delivery beyond the regular
settlement date. (When-issued transactions normally settle within 30-45 days).
On such transactions the payment obligation and the interest rate are fixed at
the time the buyer 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, it is required under rules promulgated by the Securities and
Exchange Commission ("SEC") to maintain in a segregated account cash or liquid
assets, equal in value to the purchase price due on the settlement date. Income
these assets generate in a segregated account, which provides taxable income for
Federal income tax purposes, is includable in the taxable income of the Fund.
The Fund currently intends to allocate net capital gains and other income
taxable for Federal income tax purposes, if any, proportionately between its
common stock and its MuniPreferred shares, and dividends paid on its
MuniPreferred shares during specified periods will include an allocated portion
of any
S-7
<PAGE>
such net capital gains and other taxable income. See "Tax Matters." The
commitment to purchase securities on a when-issued or delayed delivery basis may
involve an element of risk because the value of the securities is subject to
market fluctuation. No interest accrues to the purchaser prior to settlement of
the transaction, and at the time of delivery the market value may be less than
cost.
FINANCIAL FUTURES AND OPTIONS TRANSACTIONS
The Fund may attempt to hedge all or a portion of its investment portfolio
against market risk by engaging in transactions in financial futures contracts,
options on financial futures or options that either are based on an index of
long-term Municipal Obligations (i.e., those with remaining maturities averaging
20-30 years) or relate to debt securities whose prices Nuveen Advisory
anticipates to correlate with the prices of the Municipal Obligations the Fund
owns. The Fund has no present intention to engage in such hedging transactions
and in no event does it expect that any material portion of its assets would be
so committed. To accomplish such hedging, the Fund may take an investment
position in a futures contract or in an option which is expected to move in the
opposite direction from the position being hedged. Hedging may be utilized to
reduce the risk that the value of securities the Fund owns may decline on
account of an increase in interest rates and to hedge against increases in the
cost of the securities the Fund intends to purchase as a result of a decline in
interest rates. The use of futures and options for hedging purposes can be
expected to result in taxable income or gain. The Fund currently intends to
allocate any taxable income or gain proportionately between its common stock and
its MuniPreferred shares. See "Tax Matters."
The sale of financial futures or the purchase of put options on financial
futures or on debt securities or indexes is a means of hedging against the risk
of rising interest rates, whereas the purchase of financial futures or of call
options on financial futures or on debt securities or indexes is a means of
hedging the Fund's portfolio against an increase in the price of securities such
Fund intends to purchase. Writing a call option on a futures contract or on debt
securities or indexes may serve as a hedge against a modest decline in prices of
Municipal Obligations held in the Fund's portfolio, and writing a put option on
a futures contract or on debt securities or indexes may serve as a partial hedge
against an increase in the value of Municipal Obligations the Fund intends to
acquire. The writing of these options provides a hedge to the extent of the
premium received in the writing transaction.
Although certain risks are involved in futures and options transactions (as
discussed under "Risks of Futures and Options Transactions" below), because the
Fund will engage in these transactions only for hedging purposes, these futures
and options portfolio strategies should not subject the Fund to those risks
frequently associated with speculation in futures or options transactions.
Regulations of the Commodity Futures Trading Commission (the "CFTC") require
that the Fund engage in transactions in futures and options on futures only for
bona fide hedging purposes or if the aggregate initial margin deposits and
premiums the Fund pays do not exceed 5% of the market value of its assets. The
Fund will not purchase futures unless it has segregated
S-8
<PAGE>
cash, government securities or high grade liquid debt equal to the contract
price of the futures less any margin on deposit, or unless the purchase of a put
option covers the long futures position. The Fund will not sell futures unless
the Fund owns the instruments underlying the futures or owns options on such
instruments or owns a portfolio whose market price may be expected to move in
tandem with the market price of the instruments or index underlying the futures.
If the Fund engages in transactions involving the purchase or writing of put and
call options on debt securities or indexes, the Fund will not purchase these
options if more than 5% of its assets would be invested in the premiums for
these options, and it will only write "covered" or "secured" options, where the
Fund holds the securities or cash required to be delivered upon exercise, with
such cash being maintained in a segregated account. These requirements and
limitations may limit the Fund's ability to engage in hedging transactions. So
long as Moody's or S&P, or both, are rating the Fund's MuniPreferred shares, the
Fund will only engage in futures or options transactions in accordance with the
then-current guidelines of such rating agencies, and only after it has received
written confirmation from Moody's and S&P, as appropriate, that these
transactions would not impair the ratings then assigned by Moody's and S&P to
such shares.
DESCRIPTION OF FINANCIAL FUTURES AND OPTIONS. A futures contract is a
contract between a seller and a buyer for the sale and purchase of specified
property at a specified future date for a specified price. An option is a
contract that gives the holder of the option the right, but not the obligation,
to buy (in the case of a call option) specified property from, or to sell (in
the case of a put option) specified property to, the writer of the option for a
specified price during a specified period prior to the option's expiration.
Financial futures contracts and options cover specified debt securities (such as
U.S. Treasury securities) or indexes designed to correlate with price movements
in certain categories of debt securities. At least one exchange trades futures
contracts on an index designed to correlate with the long-term municipal bond
market. Financial futures contracts and options on financial futures contracts
are traded on exchanges regulated by the CFTC. Options on certain financial
instruments and financial indexes are traded on securities markets regulated by
the SEC. Although futures contracts and options on specified financial
instruments call for settlement by delivery of the financial instruments covered
by the contracts, in most cases positions in these contracts are closed out in
cash by entering into offsetting liquidating or closing transactions. Index
futures and options are designed for cash settlement only.
RISKS OF FUTURES AND OPTIONS TRANSACTIONS. There are certain risks
associated with the use of financial futures and options to hedge investment
portfolios. There may be an imperfect correlation between price movements of the
futures and options and price movements of the portfolio securities being
hedged. Losses may be incurred in hedging transactions, which could reduce the
portfolio gains that might have been realized if the hedging transactions had
not been entered into. The ability to close out positions in futures and options
depends upon the existence of a liquid secondary market, which may not exist for
all futures and options at all times. If the Fund engages in futures
transactions or in the writing of options on futures, it will be required to
maintain initial margin and maintenance margin and may be required to make daily
variation margin payments in accordance with applicable rules of the
S-9
<PAGE>
exchanges and the CFTC. If the Fund purchases a financial futures contract or a
call option or writes a put option in order to hedge the anticipated purchase of
Municipal Obligations, and if the Fund fails to complete the anticipated
purchase transaction, the Fund may have a loss or a gain on the futures or
options transaction that will not be offset by price movements in the Municipal
Obligations that were the subject of the anticipatory hedge. The cost of put
options on debt securities or indexes effectively increases the cost of the
securities subject to them, thereby reducing the yield otherwise available from
these securities. If the Fund decides to use futures contracts or options on
futures contracts for hedging purposes, the Fund will be required to establish
an account for such purposes with one or more CFTC-registered futures commission
merchants. A futures commission merchant could establish initial and maintenance
margin requirements for the Fund that are greater than those which would
otherwise apply to the Fund under applicable rules of the exchanges and the
CFTC.
REPURCHASE AGREEMENTS. The Fund may buy repurchase agreement's as temporary
investments. A repurchase agreement is a contract in which the seller of
securities (U.S. government securities or municipal bonds) agrees to repurchase
the same securities from the buyer at a specified price on a future date. The
repurchase price determines the yield during the Fund's holding period.
Repurchase agreements are considered to be loans whose collateral is the
underlying security that is the subject of the repurchase agreement. Income from
repurchase agreements is taxable and required to be allocated between common
shares and MuniPreferred shares. See "Tax Matters" and "The Auction - Auction
Dates; Advance Notice of Allocation of Taxable Income" in the Prospectus. The
Fund will enter into repurchase agreements only with registered securities
dealers or domestic banks that, in Nuveen Advisory's opinion, present minimal
credit risks. The risk to the Fund is limited to the ability of the other party
to pay the agreed-upon repurchase price on the delivery date; however, although
the value of the underlying collateral at the time of the transaction always
equals or exceeds the repurchase price, if the value of the collateral declines
there is a risk of loss of principal and interest. If the other party defaults,
the collateral may be sold, but the Fund may lose money if the value of the
collateral declines and may have to pay the costs of the sale or experience
delays in selling the collateral. If the seller files for bankruptcy, the Fund
may not be able to sell the collateral quickly or at all. Nuveen Advisory will
monitor the value of the collateral at the time the Fund enters into a
repurchase agreement and during the term of the repurchase agreement to
determine that at all times that value of the collateral equals or exceeds the
repurchase price. If the value of the collateral is less than the repurchase
price, Nuveen Advisory will demand additional collateral from the other party to
increase the value of the collateral to at least the redemption price plus
interest.
MANAGEMENT OF THE FUND
DIRECTORS AND OFFICERS
The Board of Directors is responsible for the management of the Fund,
including general supervision of the duties Nuveen Advisory performs under the
Investment Management Agreement. There are seven directors of the Fund, one of
whom is an "interested person" (as
S-10
<PAGE>
defined in the 1940 Act) and six of whom are "disinterested persons." The names
and business addresses of the directors and officers of the Fund and their
principal occupations and other affiliations during the past five years are set
forth below, with those directors who are "interested persons" of the Fund
indicated by an asterisk.
<TABLE>
<CAPTION>
NAME, AGE POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS
AND ADDRESS WITH FUND DURING PAST FIVE YEARS
- ------------------------------ ------------------------------------- -------------------------------------
<S> <C> <C>
Timothy R. Schwertfeger,* 50 Chairman of the Board and Director Chairman (since July 1996) and
333 West Wacker Drive Director of The John Nuveen
Chicago, IL 60606 Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.; prior thereto, Executive
Vice President; Chairman and
Director (since January 1997) of
Nuveen Asset Management, Inc.;
Director (since 1996) of
Institutional Capital Corporation;
Chairman and Director of Rittenhouse
Financial Services Inc. (since 1999).
- ------------------------------ ------------------------------------- -------------------------------------
Robert P. Bremner, 58 Director Private investor and management
3725 Huntington Street, NW consultant.
Washington, D.C. 20015
- ------------------------------ ------------------------------------- -------------------------------------
Lawrence H. Brown, 64 Director Retired in August 1989 as Senior
201 Michigan Avenue Vice President of The Northern
Highwood, IL 60040 Trust Company
- ------------------------------ ------------------------------------- -------------------------------------
Anne E. Impellizzeri, 65 Director President and Chief Executive
3 West 29th Street Officer of Blanton-Peale Institute,
New York, NY 10001 a training and counseling
organization.
- ------------------------------ ------------------------------------- -------------------------------------
</TABLE>
S-11
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter R. Sawers, 66 Director Adjunct Professor of
22 The Landmark Business and Economics,
Northfield, IL 60093 University of Dubuque,
Iowa; Adjunct Professor,
Lake Forest Graduate
School of Management, Lake
Forest, Illinois; prior
Certified Management
Consultant.
- -------------------------------------------------------------------------------------------------------------
William J. Schneider, 54 Director Senior Partner and Chief Operating
4000 Miller-Valentine Ct Officer, Miller-Valentine Partners;
P.O. Box 744 Vice President, Miller-Valentine Group,
Dayton, OH 45401 a development and contract company;
Member Community Advisory Board,
National City Bank, Dayton, Ohio.
- -------------------------------------------------------------------------------------------------------------
Judith M. Stockdale, 50 Director Executive Director (since
35 East Wacker Drive 1994) of the Gaylord and
Chicago, IL 60601 Dorothy Donnelley
Foundation, a private
family foundation; prior
thereto, Executive
Director (from 1990 to
1994) of the Great Lakes
Protection Fund.
- -------------------------------------------------------------------------------------------------------------
Alan G. Berkshire, 38 Vice President and Assistant Vice President and General Counsel
333 W. Wacker Drive Secretary (since September 1997) and
Chicago, IL 60606 Secretary (since May 1998) of the
John Nuveen Company, John Nuveen
Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Corp., prior
thereto, Partner in the law firm of
Kirkland & Ellis.
- -------------------------------------------------------------------------------------------------------------
</TABLE>
S-12
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter H. D'Arrigo, 31 Vice President and Treasurer Vice President of John Nuveen & Co.
333 West Wacker Drive Incorporated (since January 1999),
Chicago, IL 60606 prior thereto, Assistant Vice
President (since January 1997);
formerly, Associate of John Nuveen
& Co. Incorporated; Chartered
Financial Analyst
- -------------------------------------------------------------------------------------------------------------
Michael S. Davern, 41 Vice President Vice President of Nuveen Advisory
333 W. Wacker Drive Corp.; prior thereto, Vice
Chicago, IL 60606 President and Portfolio Manager of
Flagship Financial.
- -------------------------------------------------------------------------------------------------------------
Lorna C. Ferguson, 53 Vice President Vice President of John Nuveen & Co.
333 W . Wacker Drive (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
333 W. Wacker Drive Corp (since December 1995); prior
Chicago, IL 60606 thereto, Assistant Vice President
of Nuveen Advisory Corp. (from
September 1992 to December 1995);
Chartered Financial Analyst.
- -------------------------------------------------------------------------------------------------------------
Stephen D. Foy, 44 Vice President and Controller Vice President of John Nuveen & Co.
333 W. Wacker Drive Incorporated.
Chicago, IL 60606
- -------------------------------------------------------------------------------------------------------------
J. Thomas Futrell, 43 Vice President Vice President of Nuveen Advisory
333 W. Wacker Drive Corp.; Chartered Financial Analyst.
Chicago, IL 60606
- -------------------------------------------------------------------------------------------------------------
</TABLE>
S-13
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Huber, 36 Vice President Vice President of Nuveen
333 W. Wacker Drive Institutional Advisory Corp. (since
Chicago, IL 60606 March 1998) and Nuveen Advisory
Corp. (since January 1997); prior
thereto, Vice and Portfolio Manager
of Flagship Financial.
- -------------------------------------------------------------------------------------------------------------
Steven J. Krupa, 41 Vice President Vice President of Nuveen Advisory
333 West Wacker Drive Corp.
Chicago, IL 60606
- -------------------------------------------------------------------------------------------------------------
Larry W. Martin, 47 Vice President and Assistant Vice President, Assistant Secretary
333 West Wacker Drive Secretary and Assistant General Counsel of
Chicago, IL 60606 John Nuveen & Co. Incorporated;
Vice President and Assistant
Secretary of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.; Assistant Secretary of The
John Nuveen Company.
- -------------------------------------------------------------------------------------------------------------
Edward F. Neild, IV, 33 Vice President Vice President of Nuveen Advisory
333 West Wacker Drive Corp. and Nuveen Institutional
Chicago, IL 60606 Advisory Corp. (since September
1996); prior thereto, Assistant
Vice President of Nuveen Advisory
Corp. (from December 1993 to
September 1996) and Nuveen
Institutional Advisory Corp. (from
May 1995 to September 1996;
Chartered Financial Analyst.
- -------------------------------------------------------------------------------------------------------------
</TABLE>
S-14
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Stephen S. Peterson, 41 Vice President Vice President (since September
333 W. Wacker Drive 1997); previously Assistant Vice
Chicago, IL 60606 President of Nuveen Advisory Corp.
(since September 1996), Portfolio
Manager prior thereto; Chartered
Financial Analyst.
- -------------------------------------------------------------------------------------------------------------
Stuart W. Rogers, 42 Vice President Vice President of John Nuveen & Co.
333 W. Wacker Drive Incorporated.
Chicago, IL 60606
- -------------------------------------------------------------------------------------------------------------
Thomas C. Spalding, Jr., 47 Vice President Vice President of Nuveen Advisory
333 W. Wacker Drive Corp. and Nuveen Institutional
Chicago, IL 60606 Advisory Corp., Chartered
Financial Analyst.
- -------------------------------------------------------------------------------------------------------------
William S. Swanson, 33 Vice President Vice President of John Nuveen & Co.
333 West Wacker Drive Incorporated (since October 1997),
Chicago, IL 60606 prior thereto, Assistant Vice
President (since September 1996);
formerly, Associate of John Nuveen
& Co. Incorporated; Chartered
Financial Analyst.
- -------------------------------------------------------------------------------------------------------------
Gifford R. Zimmerman, 42 Vice President and Secretary Vice President, Assistant Secretary
333 West Wacker Drive and Associate General Counsel of
Chicago, IL 60606 John Nuveen & Co. Incorporated;
Vice President and Assistant
Secretary of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp., Chartered Financial Analyst.
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
At the next annual meeting of the Fund's shareholders, the holders of
MuniPreferred, voting as a separate class, will elect two directors, and holders
of outstanding Common Stock
S-15
<PAGE>
and MuniPreferred, voting together as a single class, will elect five directors.
See "Description of MuniPreferred -- Voting Rights" in the Prospectus.
The Fund has adopted a Directors' Deferred Compensation Plan pursuant to
which a director of the Fund may elect to have all or a portion of the
director's fee deferred. Directors may defer fees for any calendar quarter by
the execution of a Participation Agreement before the beginning of the calendar
quarter during which the director wishes to begin deferral.
Peter Sawers and Timothy R. Schwertfeger serve as members of the
Executive Committee of the Board of Directors. The Executive Committee, which
meets between regular meetings of the Board of Directors, is authorized to
exercise all of the powers of the Board of Directors. Mr. Schwertfeger is 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
directors of the Fund are directors or trustees, as the case may be, of 42 open-
end funds and 52 Nuveen closed-end funds advised by Nuveen Advisory.
The table below shows, for each director who is not affiliated with
Nuveen or Nuveen Advisory, the aggregate compensation the Fund paid for its
fiscal year ended October 31, 1998 and the total compensation that Nuveen funds
paid to each director during the calendar year 1998. The Fund has no retirement
or pension plans. The officers and directors affiliated with Nuveen serve
without compensation from the Fund.
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
AGGREGATE FROM NUVEEN FUNDS
COMPENSATION PAID TO
NAME OF DIRECTOR FROM THE FUND DIRECTORS(l)
- ---------------- ------------- -----------------
<S> <C> <C>
Robert P. Bremner..... $ 994 $71,500
Lawrence H. Brown..... 1,085 79,000
Anne E. Impellizzeri.. 994 71,500
Peter R. Sawers....... 994 72,000
William J. Schneider.. 994 71,500
Judith M. Stockdale... 994 72,000
</TABLE>
- ------------
(1) Includes compensation for service on the boards of 37 Nuveen open-end funds
and 52 Nuveen closed-end funds managed by Nuveen Advisory ("NAC Funds").
At March 31, 1999, the Fund's officers and directors as a group owned
less than 1% of the outstanding shares of Common Stock and no shares of
MuniPreferred.
INVESTMENT ADVISER
S-16
<PAGE>
Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606, acts as
the investment adviser for, and manages the investment and reinvestment of the
assets of, the Fund. Nuveen Advisory also administers the Fund's business
affairs, provides office facilities and equipment and certain clerical,
bookkeeping and administrative services, and permits any of its officers or
employees to serve without compensation as directors or officers of the Fund if
elected to such positions.
Under the Management Agreement the Fund has agreed to pay an annual
management fee as follows:
MANAGEMENT FEE SCHEDULE
<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS RATE
------------------------ ----
<S> <C>
Up to $125 million.................................. .6500%
$125 to $250 million................................ .6375
$250 to $500 million................................ .6250
$500 million to $1 billion.......................... .6125
$1 billion to $2 billion............................ .6000
$2 billion and over................................. .5875
</TABLE>
The Fund paid aggregate management fees of $4,792,816, $4,694,773 and
$4,671,075 for the fiscal years ended October 31, 1998, 1997 and 1996, for an
effective management fee rate of .63%, .63% and .63%, respectively.
Nuveen Advisory was organized in 1976 and is a wholly-owned subsidiary
of John Nuveen & Co. Incorporated ("Nuveen"), 333 West Wacker Drive, Chicago,
Illinois 60606. Nuveen is the co-managing underwriter of the Fund's shares.
Founded in 1898, Nuveen currently sponsors 100 investment company portfolios
(including the Fund). 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., a management company of St. Paul, Minnesota, principally
engaged in providing property-liability insurance through subsidiaries.
The names, addresses and principal occupations of the principal
executive officers and the directors of Nuveen Advisory are as follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS PRINCIPAL OCCUPATIONS
---------------- ---------------------
<S> <C>
Timothy R. Schwertfeger..................Chairman of the Board and Director
333 West Wacker Drive (Principal Executive Officer),
John Nuveen & Co. Incorporated
</TABLE>
S-17
<PAGE>
<TABLE>
<S> <C>
Chicago, Illinois 60606
John P. Amboian....................President, John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
</TABLE>
PORTFOLIO TRANSACTIONS
Nuveen Advisory, in effecting purchases and sales of portfolio
securities for the account of the Fund, places orders in such manner as, in the
opinion of its management, offers the best price and market for the execution of
each transaction. Portfolio securities are normally 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
elsewhere. Portfolio securities are not purchased from Nuveen or its affiliates
except in compliance with the 1940 Act.
Generally, all portfolio transactions are effected on a principal (as
opposed to an agency) basis and, accordingly, the Fund has not paid and does not
expect to pay any brokerage commissions. Purchases from underwriters include a
commission or concession the issuer pays to the underwriter, and purchases from
dealers include the spread between the bid and asked price. Given the best price
and execution obtainable, it is the practice of the Fund to select dealers
which, in addition, furnish research information (primarily credit analyses of
issuers) and statistical and other services to Nuveen Advisory. It is not
possible to place a dollar value on information, 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 believed to reduce
significantly Nuveen Advisory's expenses. Any research benefits obtained are
available to all of Nuveen Advisory's other clients. While Nuveen Advisory is
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 are at all times subject to Board review.
Nuveen Advisory reserves the right to, and does, manage other investment
accounts and investment companies for other clients which may have investment
objectives similar or identical to those of the Fund. Subject to applicable laws
and regulations, Nuveen Advisory will attempt to allocate equitably portfolio
transactions among the Fund and the portfolios of its other clients purchasing
or selling securities whenever Nuveen Advisory decides to purchase or sell
securities for the Fund and one or more other clients simultaneously. In making
these allocations, the main factors to be considered will be the respective
investment objectives of the Fund and such other clients, the relative size of
the portfolio holdings of the same or comparable securities, the availability of
cash for investment by the Fund and such other clients, the size of investment
commitments the Fund and other clients generally hold, and opinions of the
persons responsible for recommending investments to the Fund and such other
clients. 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 that the benefits available from Nuveen Advisory's
S-18
<PAGE>
organization will outweigh any disadvantage that may arise from exposure to
simultaneous transactions. Notwithstanding the similarity of the investment
objective of the Fund with that of other funds Nuveen Advisory manages, the Fund
will be separately managed and the composition of its investment portfolio is
likely to differ. Accordingly, the investment performance of the Fund will
likely not be the same as other funds.
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 sets forth requirements
relating to, among other things, the terms of an issue of Municipal obligations
the Fund may purchase and the amount of Municipal Obligations the Fund may
purchase in any one issue. In addition, the Board must approve at least
quarterly purchases of securities made pursuant to the terms of the Rule,
including a majority of the directors who are not interested persons of the
Fund.
For the fiscal years ended October 31, 1998, October 31, 1997 and
October 31, 1996, the Fund did not pay any brokerage commissions.
S-19
<PAGE>
NET ASSET VALUE
In determining the net asset value of the Fund, the Fund's custodian
uses the valuations of portfolio securities a pricing service approved by the
Board furnishes. The pricing service values portfolio securities at the mean
between the quoted bid and asked price or the yield equivalent when quotations
are readily available. Securities for which quotations are not readily available
(which will constitute a majority of the securities the Fund holds) are valued
at fair value as the pricing service determines using methods which include
consideration of: yields or prices of municipal bonds of comparable quality,
type of issue, coupon, maturity and rating; indications as to value from
dealers; and general market conditions. The pricing service may employ
electronic data processing techniques or a matrix system, or both, to determine
valuations. The officers of the Fund, under the general supervision of the
Board, review procedures of the pricing service and its valuations.
ADDITIONAL INFORMATION CONCERNING THE AUCTIONS FOR MUNIPREFERRED
GENERAL
Note: Capitalized terms used in the following section have the meaning
assigned to them in the Statement of Preferences, which is included as Appendix
B to this Statement of Additional Information.
AUCTION AGENCY AGREEMENT. The Fund has entered into an Auction Agency
Agreement (the "Auction Agency Agreement") with the Auction Agent (currently,
Bankers Trust Company) which provides, among other things, that the Auction
Agent will follow the Auction Procedures for purposes of determining the
Applicable Rate for shares of each series of MuniPreferred so long as the
Applicable Rate for shares of such series is to be based on the results of an
Auction.
BROKER-DEALER AGREEMENTS. Each Auction requires the participation of one
or more Broker-Dealers. The Auction Agent has entered into agreements
(collectively, the "Broker-Dealer Agreements") with several Broker-Dealers the
Fund selected, which provide for the participation of those Broker-Dealers in
Auctions for MuniPreferred shares. See "Broker-Dealers" below.
SECURITIES DEPOSITORY. The Depository Trust Company ("DTC") will act as
the Securities Depository for the Agent Members for shares of each series of
MuniPreferred. One certificate for all of the shares of each series of
MuniPreferred will be registered in the name of Cede, as nominee of the
Securities Depository. The certificate will bear a legend to the effect that the
certificate is issued subject to the provisions restricting transfers of
MuniPreferred shares contained in the Statement. The Fund will also issue stop-
transfer instructions to the transfer agent for shares of each series of
MuniPreferred. Prior to the commencement of the right of holders of preferred
shares to elect a majority of the Fund's directors, as described under
"Description of MuniPreferred -- Voting Rights" in the Prospectus, Cede will be
the holder of record of all shares of each series of MuniPreferred and owners of
these shares will not be entitled to receive certificates representing their
ownership interest in these shares.
S-20
<PAGE>
DTC, a New York-chattered limited purpose trust company, performs
services for its participants (including the Agent Members), some of whom
(and/or their representatives) own DTC. DTC maintains lists of its participants
and will maintain the positions (ownership interests) each participant holds
(the "Agent Member") in MuniPreferred shares, whether for its own account or as
a nominee for another person.
THE AUCTION AGENT
The Auction Agent is acting as agent for the Fund in connection with
Auctions. In the absence of bad faith or negligence on its part, the Auction
Agent will not be liable for any action taken, suffered, or omitted or for any
error of judgment it makes in the performance of its duties under the Auction
Agency Agreement and will not be liable for any error of judgment made in good
faith unless the Auction Agent will have been negligent in ascertaining the
pertinent facts.
The Auction Agent may rely upon, as evidence of the identities of the
Existing Holders of MuniPreferred shares, the Auction Agent's registry of
Existing Holders, the results of Auctions and notices from any Broker-Dealer (or
other person, if the Fund permits) with respect to transfers described under
"Description of MuniPreferred -- The Auction -- Secondary Market Trading" in the
Prospectus and notices from the Fund. TheAuction Agent is not required to accept
any such notice for an Auction unless it receives the notice by 3:00 p.m., New
York City time, on the Business Day preceding such Auction.
The Auction Agent may terminate the Auction Agency Agreement upon notice
to the Fund on a date no earlier than 45 days after such notice. If the Auction
Agent should resign, the Fund will use its best efforts to enter into an
agreement with a successor Auction Agent containing substantially the same terms
and conditions as the Auction Agency Agreement. The Fund may remove the Auction
Agent provided that before the removal the Fund shall have entered into such an
agreement with a successor Auction Agent.
S-21
<PAGE>
TAX MATTERS
The following is based upon the advice of Morgan, Lewis & Bockius LLP,
counsel to the Fund.
The Fund intends to qualify under Subchapter M of the Code as a
regulated investment company and satisfy conditions which enable dividends on
Common Stock or MuniPreferred shares which are attributable to interest on
Municipal obligations to be exempt from Federal income tax in the hands of
owners of such stock, subject to the possible application of the alternative
minimum tax.
To qualify under Subchapter M for tax treatment as a regulated
investment company, the Fund must, among other things: (a) distribute to its
shareholders at least 90% of the sum of (i) net investment income (i.e., its
investment company taxable income as that term is defined in the Code determined
without regard to the deduction for dividends paid) and (ii) its net tax-exempt
income; and (b) diversify its holdings so that, at the end of each fiscal
quarter of the Fund (i) at least 50% of the market value of the Fund's assets is
represented by cash, cash items, U.S. government securities and securities of
other regulated investment companies, and other securities, with these other
securities limited, with respect to any one issuer, to an amount not greater in
value than 5% 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
market value of the Fund's assets is invested in the securities of any one
issuer (other than U.S. government securities or securities of other regulated
investment companies, or in two or more issuers which the Fund controls and
which are engaged in the same or similar trades or businesses). In meeting these
requirements of Subchapter M of the Code, the Fund may be restricted in the
utilization of certain of the investment techniques described under "Investment
Objective and Policies -- Investment Restrictions" above. If in any year the
Fund should fail to qualify under Subchapter M for tax treatment as a regulated
investment company, the Fund
S-22
<PAGE>
would incur a regular Federal corporate income tax upon its taxable income for
that year, and distributions to its shareholders would be taxable to such
holders as ordinary income to the extent of the earnings and profits of the
Fund. A regulated investment company that fails to distribute, by the close of
Tach calendar year, an amount equal to the sum of 98% of its ordinary taxable
income for such year and 98% of its capital gain net income for the one year
period ending October 31-in such year, plus any shortfalls from the prior year's
required distribution, is liable for a 4% excise tax on the portion of the
undistributed amount of such income that is less than the required amount for
such distributions. To avoid the imposition of this excise tax, the Fund
generally makes the required distributions of its ordinary taxable income, if
any, and its capital gain net income, to the extent possible, by the close of
each calendar year.
The Fund intends to qualify to pay "exempt-interest" dividends on its
shares of Common Stock and MuniPreferred shares as defined under the Code. Under
the Code, at the close of each quarter of its taxable year, if at least 50% of
the value of its total assets consists of Municipal Obligations, the Fund shall
be qualified to pay exempt-interest dividends to its shareholders. Exempt-
interest dividends are dividends or any part thereof (other than a capital gain
dividend) the Fund pays that are attributable to interest on Municipal
Obligations and that the Fund so designates. Exempt-interest dividends will be
exempt from Federal income tax, subject to the possible application of the
Federal alternative minimum tax. Insurance proceeds the Fund received under any
insurance policies for scheduled interest payments on defaulted Municipal
Obligations, as described herein, will be excludable from Federal gross income
under Section 103(a) of the Code. Gains of the Fund that are attributable to
market discount on certain Municipal Obligations acquired after April 30, 1993
are treated as ordinary income. Distributions to shareholders of net income
received, if any, from taxable temporary investments and net short-term capital
gains, if any, the Fund realizes will be taxable to its shareholders as ordinary
income. Distributions of net capital gain (i.e., the excess of the Fund's net
long-term capital gain over net short-term capital loss), if any, are taxable as
long-term capital gain, regardless of the length of time the shareholder has '
owned shares of Common Stock or MuniPreferred shares of the Fund. The amount of
taxable income allocable to the Fund's MuniPreferred shares will depend upon the
amount of this income the Fund realizes, but is not generally expected to be
significant. Except for dividends paid on MuniPreferred shares which include an
allocated portion of any net capital gain or other taxable income, the Fund
anticipates that all other dividends paid on its MuniPreferred shares will
constitute exempt-interest dividends for Federal income tax purposes. Because
the taxable portion of the Fund's investment income consists primarily of
interest, as long as the Fund qualifies as a regulated investment company under
the Code, no part of its distributions to shareholders will qualify for the
dividends-received deduction for corporations.
The IRS currently requires that a regulated investment company that has
two or more classes of shares must designate to each such class proportionate
amounts of each type of its income for each tax year based upon the percentage
of total dividends distributed to each class for such year. Under a special
"grandfather" provision contained in Revenue Ruling 89-81, regulated investment
companies can make non-proportionate designations pursuant to a rule described
in a registration statement filed with the Securities and Exchange Commission
prior to June 13, 1989. In the past, the Fund has designated exempt-interest
dividends disproportionately to holders of Preferred Stock and designated net
capital gain and investment company taxable income to holders of its Common
Stock pursuant to this "grandfather" provision.
S-23
<PAGE>
The Fund intends each year to allocate, to the fullest extent practicable, net
tax-exempt interest, net capital gain and other taxable income, if any, between
its shares of Common Stock and MuniPreferred shares in proportion to the total
dividends paid to each class for that year. To the extent permitted under
applicable law, and consistent with the Fund's objectives, the Fund reserves the
right to make special allocations of income within a class, as follows. The Fund
shall, in the case of a Minimum Rate Period or a Special Rate Period of 28 Rate
Period Days or fewer, and may, in the case of any other Special Rate Period,
notify the Auction Agent of the amount of any net capital gain or other income
taxable for Federal income tax purposes to be included in any dividend on shares
of its MuniPreferred prior to the Auction establishing the Applicable Rate for
such dividend. If, (a) in the case of any Minimum Rate Period or any Special
Rate Period of 28 Rate Period Days or fewer, the Fund allocates any net capital
gain or other income taxable for Federal income tax purposes to a dividend paid
on shares of MuniPreferred without having given advance notice thereof to the
Auction Agent as the Statement requires solely by reason of the fact that such
allocation is made retroactively as a result of the redemption of all or a
portion of the outstanding shares of its MuniPreferred or the liquidation of the
Fund or (b) in the case of any Special Rate Period of more than 28 Rate Period
Days, the Fund allocates any net capital gain or other taxable income for
Federal income tax purposes to its MuniPreferred shares, the Fund will arrange
to make certain payments to owners of its MuniPreferred shares to which such
allocation was made to offset the Federal income tax effect thereof as described
under "Description of MuniPreferred -- Dividends and Rate Periods -Gross-up
Payments" in the Prospectus.
The Fund has received an opinion of counsel to the effect that the
manner in which the Fund intends to allocate items of tax-exempt income, net
capital gain and other taxable income, if any, between its shares of Common
Stock and MuniPreferred shares will be respected for Federal income tax
purposes. This opinion of counsel represents only counsel's best legal judgment,
and is not binding on the IRS or the courts. Currently there is no guidance from
the IRS or other sources specifically addressing whether the Fund's method for
making such allocations will be respected for Federal income tax purposes, and
it is possible that the IRS could disagree with counsel's opinion. If the IRS
were to disagree with the Fund's allocation, it either could assert the need to
reallocate the Fund's net capital gain or other taxable income or it could
disallow a portion of the Fund's dividends paid deduction. In the event of a
reallocation, some of the dividends the Fund identified as tax-exempt to owners
of its MuniPreferred shares may be recharacterized as additional capital gain or
other taxable income. Under these circumstances, the Fund would not be required
to make gross-up payments to such owners to offset the tax effect of such
reallocation. In addition, a reallocation or a disallowance of part of the
Fund's dividends paid deduction would likely cause the Fund to be liable for
income tax on any reallocated taxable income and possibly an excise tax.
Counsel
S-24
<PAGE>
has advised the Fund that, in its opinion, if the IRS were to challenge in court
the Fund's allocations of income and gain, the IRS should not prevail.
In order for any distributions to owners of the Fund's MuniPreferred
shares to be eligible to be treated as exempt-interest dividends, such
MuniPreferred shares must be treated as stock for Federal income tax purposes.
The Fund received an opinion of counsel, at the time the Fund first issued
MuniPreferred shares, to the effect that its MuniPreferred shares will
constitute stock of the Fund for Federal income tax purposes and, therefore,
distributions declared and paid at the Applicable Rate as dividends with respect
to the Fund's MuniPreferred shares, to the extent paid out of current or
accumulated earnings and profits of the Fund, will constitute dividends for
Federal income tax purposes. The opinion of counsel is based, among other
things, on (a) a revenue ruling the IRS published in 1990, which holds that
preferred stock that has its dividend rate periodically set pursuant to an
auction process substantially similar to the auction process to be established
for the Fund's MuniPreferred shares is treated as stock for Federal income tax
purposes and (b) the Fund's representation to counsel that there is no express
or implied agreement between or among a Broker-Dealer or any other party and the
Fund, Nuveen or any owner of the Fund's shares of MuniPreferred that the Broker-
Dealer or other party will guarantee or otherwise arrange to ensure that an
owner of such shares will be able to sell such shares. This opinion represents
only counsel's best legal judgment and is not binding on the IRS or the courts.
If at any time when the Fund's MuniPreferred shares are outstanding the
Fund fails to meet the MuniPreferred Basic Maintenance Amount or the 1940 Act
MuniPreferred Asset Coverage, the Fund will be required to suspend distributions
to holders of its shares of Common Stock until such maintenance amount or asset
coverage, as the case may be, is restored. See "Description of MuniPreferred -
Dividends and Rate Periods -- Restrictions on Dividends and Other Distributions"
in the Prospectus. This may prevent the Fund from distributing at least 90% of
its net investment income and net tax-exempt income, and may therefore
jeopardize the Fund's qualification for taxation as a regulated investment
company or cause the Fund to incur an income tax liability or a non-deductible
4% excise tax on the undistributed taxable income (including gain), or both.
Upon failure to meet the MuniPreferred Basic Maintenance Amount or the 1940 Act
MuniPreferred Asset Coverage, the Fund will be required to redeem its
MuniPreferred shares in order to maintain or restore such maintenance amount or
asset coverage and avoid the adverse consequences to the Fund and its
shareholders of failing to qualify as a regulated investment company. There can
be no assurance, however, that any such redemption would achieve such
objectives.
The Code provides that interest on indebtedness incurred or continued to
purchase or carry the Fund's shares to which exempt-interest dividends are
allocated is not deductible. Under rules the IRS uses for determining when
borrowed funds are considered used for the purpose of purchasing or carrying
particular assets, the purchase or ownership of shares may be considered to have
been made with borrowed funds even though such funds are not directly used for
the purchase or ownership of such shares.
S-25
<PAGE>
The interest on private activity bonds in most instances is not
Federally tax-exempt to a person who is a "substantial user" of a facility these
bonds financed or a "related person" of a "substantial user." As a result, the
Fund may not be an appropriate investment for shareholders who are considered
either a "substantial user" or a "related person" within the meaning of the
Code. In general, a "substantial user" of a facility includes a "non-exempt
person who regularly uses a part of such facility in his trade or business."
"Related persons" are in general defined to include persons among whom there
exists a relationship, either by family or business, which would result in a
disallowance of losses in transactions among them under various provisions of
the Code (or if they are members of the same controlled group of corporations
under the Code), including a partnership and each of its partners (and their
spouses and minor children), an S corporation and each of its shareholders (and
their spouses and minor children) and various combinations of these
relationships. The foregoing is not a complete statement of all of the
provisions of the Code covering the definitions of "substantial user" and
"related person."
The Fund may, at its option, redeem its MuniPreferred shares in whole or
in part, and is required to redeem its MuniPreferred shares to the extent
required to maintain the MuniPreferred Basic Maintenance Amount and the 1940 Act
MuniPreferred Asset Coverage. Gain or loss, if any, resulting from a redemption
of the MuniPreferred shares will be taxed as gain or loss from the sale or
exchange of the MuniPreferred shares under Section 302 of the Code rather than
as a dividend, but only if the redemption distribution (a) is deemed not to be
essentially equivalent to a dividend, (b) is in complete redemption of an
owner's interest in the Fund, (c) is substantially disproportionate with respect
to the owner, or (d) for non-corporate owners, is in partial liquidation of the
Fund. For purposes of (a), (b) and (c) above, an owner's common share ownership
of the Fund will be taken into account.
Nonresident alien individuals and certain foreign corporations and other
entities ("foreign investors") generally are subject to U.S. withholding tax at
the rate of 30% (or possibly a lower rate an applicable tax treaty provides) on
distributions of taxable net investment income (which term includes net short-
term capital gain). To the extent received by foreign investors, exempt-interest
dividends, distributions of net capital gain and any gain from the sale or other
disposition of the MuniPreferred shares generally are exempt from U.S. taxation.
Different tax consequences may result if the owner is engaged in a trade or
business in the United States or, in the case of an individual, is present in
the United States for more than 182 days during a taxable year.
Although dividends generally will be treated as distributed when paid,
dividends declared in October, November or December, payable to 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 shareholders) on December 31 of the year declared.
The sale or other disposition of MuniPreferred shares of the Fund will
normally result in capital gain or loss to shareholders. Present law taxes both
long-term and short-term capital gain of corporations at the rates applicable to
ordinary income. For non-corporate taxpayers, however,
S-26
<PAGE>
under current law, short-term capital gain and ordinary income will be taxed at
a maximum rate of 39.6% while long-term capital gain of non-corporate taxpayers
may be taxed at more favorable rates. However, because of the limitations on
itemized deductions and the deduction for personal exemptions applicable to
higher income taxpayers, the effective rate of tax may be higher in certain
circumstances. Losses a shareholder realizes on the sale or exchange of shares
of the Fund held for six-months or less are disallowed to the extent,of any
distribution of exempt-interest dividends received with respect to such shares,
and, if not disallowed, such losses are treated as long-term capital losses to
the extent of any distribution of net capital gain received with respect to such
shares.
Non-corporate investors who dispose of capital assets held for more than
twelve (12) months generally will pay tax upon disposition of those assets at a
10% rate if they are in the lowest tax bracket (for 1999, singles with taxable
income of $25,750 or less and married couples filing jointly with taxable income
of $43,050 or less), and at a 20% rate if they are in higher tax brackets. In
addition, beginning in the year 2001, for certain capital assets held for more
than five years, the 10% maximum capital gains rate will be lowered to 8%, and
in 2006 the 20% maximum capital gains rate will be lowered to 18%.
Federal tax law imposes an alternative minimum tax on both corporations
and individuals. Interest on certain Municipal Obligations, such as bonds issued
to make loans for housing purposes or to private entities (but not to certain
tax-exempt organizations such as universities and non-profit hospitals) is
included as an item of tax preference in determining the amount of a taxpayer's
alternative minimum taxable income. To the extent that the Fund receives income
from Municipal Obligations subject to the Federal alternative minimum tax, a
portion of the dividends it paid, although otherwise exempt from Federal income
tax, will be taxable to its shareholders to the extent that their tax liability
is determined under the alternative minimum tax. The Fund will annually supply a
report indicating the percentage of the Fund's income attributable to Municipal
obligations subject to the Federal alternative minimum tax.
In addition, for certain corporations, alternative minimum taxable
income is increased by 75% of the difference between an alternative measure of
income ("adjusted current earnings") and the amount otherwise determined to be
the alternative minimum taxable income. Interest on all Municipal obligations,
and therefore all distributions the Fund makes that would otherwise be tax-
exempt, is included in calculating a corporation's adjusted current earnings.
Certain small corporations are not subject to the alternative minimum
tax. A corporation qualifies for such exemption provided that (i) for the
corporation's first taxable year beginning after December 31, 1996, its average
annual gross receipts for the three prior taxable year period does not exceed
$5,000,000 and (ii) the corporation's average annual gross receipts for each
three prior taxable year period thereafter does not exceed $7,500,000.
S-27
<PAGE>
Tax-exempt income, including exempt-interest dividends the Fund pays, is
taken into account in calculating the amount of social security and railroad
retirement benefits that may be subject to Federal income tax.
The Fund is required in certain circumstances to withhold 31% of taxable
dividends and certain other payments paid to non-corporate holders of the Fund's
shares who do not furnish 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 Code provides that every shareholder required to file a tax return
must include for information purposes on the return the amount of tax-exempt
interest received during the taxable year, including any exempt-interest
dividends received from the Fund.
This is a general, abbreviated summary of the provisions of the Code and
regulations thereunder presently in effect as they directly govern the taxation
of the Fund and its shareholders. These provisions are subject to change by
legislative or administrative action, and any change may be retroactive with
respect to the Fund's transactions. Moreover, the foregoing does not address
many of the factors that may be determinative of whether an investor will be
liable for the alternative minimum tax. Shareholders are advised to consult
their own tax advisers for more detailed information concerning Federal-income
tax matters.
CERTAIN OWNERS OF RECORD
As of May 21, 1999, the following persons owned of record 5% or more of
the Fund's MuniPreferred shares: Salomon Smith Barney Inc., 388 Greenwich
Street, New York, NY 10013 (19.3%); John Nuveen & Co. Incorporated, 333 West
Wacker Drive, Chicago, IL 60606-1286 (15.9%); Paine Webber Inc., 1285 Avenue of
the Americas, New York, NY 10019 (10.5%); BT Alex Brown, 130 Liberty Street, New
York, NY 10006 (10.0%); Goldman, Sachs & Co., 85 Broad Street, New York, NY
10004 (9.6%); Lehman Brothers, 3 World Financial Center, New York, NY 10285
(5.7%); Raymond James & Associates, 880 Carillon Parkway, St. Petersburg, FL
33716 (5.6%); Chase Bank of Texas, 712 Main Street, Houston, TX 77002 (5.4%).
EXPERTS
The Fund's financial statements as of October 31, 1998 appearing in this
Registration Statement have been audited by Ernst & Young LLP, Sears Tower, 233
South Wacker Drive, Chicago, Illinois 60606, 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 audits and reports on the Fund's annual financial
statements, reviews certain regulatory reports and the Fund's Federal income tax
returns, and performs other professional accounting, auditing, tax and advisory
services when engaged to do so by the Fund.
S-28
<PAGE>
Report of Independent Auditors
The Board of Directors and Shareholders
Nuveen Investment Quality Municipal Fund, Inc.
Nuveen Select Quality Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Premier Municipal Income Fund, Inc.
We have audited the accompanying statements of net assets, including the
portfolios of investments, of Nuveen Investment Quality Municipal Fund, Inc.,
Nuveen Select Quality Municipal Fund, Inc., Nuveen Quality Income Municipal
Fund, Inc. and Nuveen Premier Municipal Income Fund, Inc. as of October 31,
1998, and the related statements of operations and changes in net assets and the
financial highlights for the periods indicated therein. These financial
statements and financial highlights are the responsibility of the Funds'
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of
October 31, 1998, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of
Nuveen Investment Quality Municipal Fund, Inc., Nuveen Select Quality Municipal
Fund, Inc., Nuveen Quality Income Municipal Fund, Inc. and Nuveen Premier
Municipal Income Fund, Inc. at October 31, 1998, and the results of their
operations, changes in their net assets and financial highlights for the periods
indicated therein in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
December 11, 1998
S-29
<PAGE>
PORTFOLIO OF INVESTMENTS
Nuveen Select Quality Municipal Fund, Inc. (NQS)
October 31, 1998
<TABLE>
<CAPTION>
PRINCIPAL OPTIONAL CALL MARKET
AMOUNT DESCRIPTION PROVISIONS* RATINGS** VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ALABAMA - 0.8%
$ 2,900,000 The Water Works Board of the City of Arab (Alabama), Water Revenue 8/01 at 102 AAA $3,190,174
Bonds, Series 1991, 7.050%, 8/01/16
2,625,000 Jefferson County, Alabama, Sewer Revenue Refunding Warrants, 2/07 at 100 AAA 2,700,521
Series 1997-A, 5.375%, 2/01/27
- ------------------------------------------------------------------------------------------------------------------------------------
ARKANSAS - 1.2%
3,230,000 Arkansas Development Finance Authority, Single Family Mortgage Revenue 8/01 at 103 AA 3,434,491
Refunding Bonds, 1991 Series A (FHA Insured or VA Guaranteed
Mortgage Loans), 8.000%, 8/15/11
4,500,000 City of Little Rock, Arkansas, Hotel and Restaurant Gross Receipts Tax No Opt. Call A 5,741,280
Refunding Bonds, Series 1993, 7.375%, 8/01/15
- -----------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA - 6.8%
3,125,000 State of California Department of Transportation, Refunding Certificates 3/07 at 102 AAA 3,242,188
of Participation, Series 1997A, 5.250%, 3/01/16
3,200,000 State of California Department of Water Resources, Central Valley 12/03 at 101 AA 3,126,880
Project, Water System Revenue Bonds, Series M, 4.875%, 12/01/27
4,000,000 California Statewide Communities Development Authority, Certificates of 12/03 at 102 AA 3,940,760
Participation (Sisters of Charity of Leavenworth Health Services
Corporation), 5.000%, 12/01/23
7,285,000 Department of Water and Power of The City of Los Angeles (California), 9/03 at 102 Aa3 7,528,319
Electric Plant Refunding Revenue Bonds, Issue of 1993, 5.375%, 9/01/23
21,800,000 Los Angeles County Metropolitan Transportation Authority (California), 7/01 at 102 Aaa 24,036,898
Proposition A Sales Tax Revenue Refunding Bonds, Series 1993-A,
6.750%, 7/01/20 (Pre-refunded to 7/01/01)
10,000,000 San Joaquin Hills Transportation Corridor Agency, Toll Road Refunding 1/07 at 102 AAA 10,249,500
Revenue Bonds, Series 1997A, 5.250%, 1/15/30
- ------------------------------------------------------------------------------------------------------------------------------------
COLORADO - 5.6%
City and County of Denver, Colorado, Airport System Revenue Bonds,
Series 1992C:
2,560,000 6.750%, 11/15/22 (Pre-refunded to 11/15/02) (Alternative Minimum Tax) 11/02 at 102 Aaa 2,892,442
9,590,000 6.750%, 11/15/22 (Alternative Minimum Tax) 11/02 at 102 Baa1 10,500,091
City and County of Denver, Colorado, Airport System Revenue Bonds,
Series 1991A:
5,305,000 8.750%, 11/15/23 (Pre-refunded to 11/15/01) (Alternative Minimum Tax) 11/01 at 102 Aaa 6,170,458
14,695,000 8.750%, 11/15/23 (Alternative Minimum Tax) 11/01 at 102 Baa1 16,755,533
City and County of Denver, Colorado, Airport System Revenue Bonds,
Series 1991D:
1,040,000 7.750%, 11/15/21 (Pre-refunded to 11/15/01) (Alternative Minimum Tax) 11/01 at 102 Aaa 1,179,994
3,960,000 7.750%, 11/15/21 (Alternative Minimum Tax) 11/01 at 102 Baa1 4,402,490
1,360,000 Jefferson County, Colorado, Single Family Revenue Refunding Bonds, 4/01 at 103 AAA 1,451,650
Series 1991A, 8.875%, 10/01/13
- ------------------------------------------------------------------------------------------------------------------------------------
CONNECTICUT - 2.5%
7,340,000 Connecticut Development Authority, Health Facility Refunding Revenue 8/01 at 103 N/R*** 8,745,096
Bonds, Alzheimer's Resource Center of Connecticut, Inc. Project,
Series 1991A, 10.000%, 8/15/21 (Pre-refunded to 8/15/01)
9,785,000 Connecticut Development Authority, Health Facility Refunding Revenue 8/04 at 102 N/R 10,688,743
Bonds, Alzheimer's Resource Center of Connecticut, Inc. Project,
Series 1994A, 7.250%, 8/15/21
- ------------------------------------------------------------------------------------------------------------------------------------
DISTRICT OF COLUMBIA - 1.0%
5,000,000 District of Columbia (Washington, D.C.), General Obligation Bonds, No Opt. Call AAA 5,680,950
Series 1998B, 6.000%, 6/01/11
1,615,000 District of Columbia Housing Finance Agency, Collateralized Single 12/00 at 102 AAA 1,730,150
Family Mortgage Revenue Bonds, Series 1990A, 8.100%,
12/01/23 (Alternative Minimum Tax)
</TABLE>
S-30
<PAGE>
Portfolio of Investments
Nuveen Select Quality Municipal Fund, Inc. (NQS) (continued)
October 31, 1998
<TABLE>
<CAPTION>
PRINCIPAL OPTIONAL CALL MARKET
AMOUNT DESCRIPTION PROVISIONS* RATINGS** VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FLORIDA - 3.0%
$14,250,000 Jacksonville Electric Authority (Jacksonville, Florida), Bulk Power 10/00 at 101 1/2 Aaa $15,336,563
Supply System Revenue Bonds (Scherer 4 Project), Issue One, Series
1991A, 6.750%, 10/01/21 (Pre-refunded to 10/01/00)
7,400,000 State of Florida, Orlando-Orange County Expressway Authority, Junior 7/03 at 102 AAA 7,432,634
Lien Revenue Refunding Bonds, Series of 1993A, 5.125%, 7/01/20
- ------------------------------------------------------------------------------------------------------------------------------------
HAWAII - 2.3%
16,000,000 Department of Budget and Finance of the State of Hawaii, Special 7/01 at 102 AAA 17,909,760
Purpose Revenue Bonds, Kapiolani Health Care System Obligated
Group (Pali Momi Medical Center Project), Series 1991,
7.650%, 7/01/19 (Pre-refunded to 7/01/01)
- ------------------------------------------------------------------------------------------------------------------------------------
ILLINOIS - 7.4%
14,605,000 City of Chicago, General Obligation Bonds (Emergency Telephone System), 1/03 at 102 AAA 15,420,251
Series 1993, 5.625%, 1/01/23
5,000,000 City of Chicago (Illinois), General Obligation Bonds, Project and 1/06 at 102 AAA 4,985,350
Refunding, Series 1995B, 5.125%, 1/01/25
30,000,000 Chicago School Reform Board of Trustees of the Board of Education of No Opt. Call AAA 7,449,000
the City of Chicago, Illinois, Unlimited Tax General Obligation Bonds
(Dedicated Tax Revenues), Series 1998A, 0.000%, 12/01/25
Illinois Development Finance Authority, Multi-Family Housing Bonds,
Series 1990 (Affordable Housing Preservation Foundation Project),
Subseries A (FHA Insured Mortgage Loans - Lawless Gardens Project):
775,000 7.650%, 7/01/07 1/02 at 105 AAA 857,096
6,780,000 7.650%, 12/31/31 1/02 at 105 AAA 7,424,575
10,375,000 Illinois Educational Facilities Authority, Adjustable Demand Revenue 12/03 at 102 Aa1*** 11,438,126
Bonds, The University of Chicago, Series 1985 Remarketed, 5.700%,
12/01/25 (Pre-refunded to 12/01/03)
1,585,000 Illinois Housing Development Authority, Multi-Family Housing Bonds, 7/01 at 102 A+ 1,670,289
1991 Series C, 7.400%, 7/01/23
7,375,000 Metropolitan Pier and Exposition Authority (Illinois), McCormick Place No Opt. Call AAA 7,981,963
Expansion Project Refunding Bonds, Series 1998A, 5.500%, 12/15/23
- ------------------------------------------------------------------------------------------------------------------------------------
INDIANA - 2.8%
8,640,000 Avon Community School Building Corporation, First Mortgage Bonds, Series 1/04 at 101 AAA 8,948,707
1994 (Hendricks County, Indiana), 5.500%, 1/01/16
5,145,000 Beacon Heights Housing Development Corporation, 1991 Multifamily Mortgage 6/01 at 100 AAA 5,384,706
Revenue Refunding Bonds (FHA Insured Mortgage-Section 8 Assisted Project),
Series A, 7.625%, 2/01/21
5,770,000 Fremont Middle School Building Corporation, First Mortgage Refunding Bonds, 1/04 at 101 AAA 5,943,446
Series 1994 A, Steuben County, Indiana, 5.250%, 1/15/13
1,090,000 Michigan City Housing Development Corporation, 1991 Multifamily Mortgage 6/01 at 100 AAA 1,139,715
Revenue Refunding Bonds (FHA Insured Mortgage-Section 8 Assisted
Project), Series A, 7.625%, 2/01/21
- ------------------------------------------------------------------------------------------------------------------------------------
KANSAS - 2.4%
7,875,000 City of Merriam, Kansas, Hospital Refunding Revenue Bonds, Series 1991C 9/01 at 102 AAA 8,458,774
(Shawnee Mission Medical Center, Inc. Project), 7.250%, 9/01/04
(Pre-refunded to 9/01/01)
8,800,000 City of Merriam, Kansas, Hospital Refunding Revenue Bonds, Series 1991B 9/01 at 102 AAA 9,793,784
(Shawnee Mission Medical Center, Inc. Project), 7.250%, 9/01/21
(Pre-refunded to 9/01/01)
- ------------------------------------------------------------------------------------------------------------------------------------
KENTUCKY - 0.4%
3,015,000 Lakeland Wesley Village, Inc., Mortgage Revenue Refunding Bonds 11/01 at 103 Aa 3,195,749
(Lakeland Wesley Village I Elderly Section 8 Assisted
Project/FHA Insured Mortgage), Series 1991, 7.500%, 11/01/21
- ------------------------------------------------------------------------------------------------------------------------------------
LOUISIANA - 0.2%
1,565,000 Calcasieu Parish Public Trust Authority (Louisiana), Mortgage Revenue 6/01 at 103 A1 1,666,381
Refunding Bonds, 1991 Series A, 7.750%, 6/01/12
- ------------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS - 4.7%
7,375,000 Boston Housing Development Corporation, Mortgage Revenue Refunding Bonds, 1/04 at 102 AAA 7,514,240
Series 1994A (FHA Insured Mortgage Loans - Section 8 Assisted Projects),
5.500%, 7/01/24
</TABLE>
S-31
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OPTIONAL CALL MARKET
AMOUNT DESCRIPTION PROVISIONS* RATINGS** VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Massachusetts (continued)
$ 2,000,000 Massachusetts Health and Educational Facilities Authority, Revenue 6/01 at 102 A3*** $2,266,340
Bonds, Lowell General Hospital Issue, Series A, 8.400%, 6/01/11
(Pre-refunded to 6/01/01)
19,025,000 Massachusetts Water Resources Authority, General Revenue Bonds, 1990 4/00 at 100 AAA 19,700,197
Series A, 6.000%, 4/01/20 (Pre-refunded to 4/01/00)
6,300,000 Somerville Housing Authority (Massachusetts), Mortgage Revenue Bonds, 5/00 at 102 AAA 6,623,316
Series 1990 (GNMA Collateralized - Clarendon Hill Towers Project),
7.950%, 11/20/30
- ------------------------------------------------------------------------------------------------------------------------------------
Michigan - 1.6%
3,625,000 Fowlerville Community Schools, Counties of Livingston, Ingham, and 5/07 at 100 AAA 3,831,988
Shiawassee, State of Michigan, 1996 School Building and Site Bonds,
5.600%, 5/01/26
7,890,000 Michigan State Hospital Finance Authority, Hospital Revenue Bonds 8/01 at 102 Aaa 8,837,589
(The Detroit Medical Center Obligated Group), Series 1991A,
7.500%, 8/15/11 (Pre-refunded to 8/15/01)
- ------------------------------------------------------------------------------------------------------------------------------------
Minnesota - 0.9%
3,465,000 Chisago County, Southcentral Minnesota Multi-County, and Stearns County, 3/04 at 102 27/32 AAA 3,764,826
Housing and Redevelopment Authorities, Single Family Mortgage Revenue
Refunding Bonds (Fannie Mae Mortgage-Backed Securities Program), Series
1994B, 7.050%, 9/01/27 (Alternative Minimum Tax)
The Dakota, Washington, and Stearns Counties Housing and Redevelopment
Authority, Single Family Mortgage Revenue Refunding Bonds (Fannie Mae
Mortgage-Backed Securities Program), Series 1994A:
1,750,000 6.600%, 9/01/17 (Alternative Minimum Tax) 3/04 at 102 AAA 1,866,533
1,235,000 6.700%, 3/01/21 (Alternative Minimum Tax) 3/04 at 102 AAA 1,318,140
- ------------------------------------------------------------------------------------------------------------------------------------
Mississippi - 0.2%
1,435,000 Goodman Housing Development Corporation, 1991 Multifamily Mortgage 8/01 at 100 AAA 1,501,297
Revenue Refunding Bonds (Goodhaven Manor-FHA Insured Mortgage,
Section 8 Assisted Project), Series A, 7.625%, 2/01/22
- ------------------------------------------------------------------------------------------------------------------------------------
Nebraska - 1.5%
10,550,000 Nebraska Investment Finance Authority, Single Family Housing Revenue 3/05 at 101 1/2 AAA 11,292,931
Bonds, 1995 Series A, 6.800%, 3/01/35 (Alternative Minimum Tax)
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada - 1.5%
10,000,000 Clark County School District, Nevada, General Obligation (Limited Tax), 6/06 at 101 AAA 11,351,900
School Improvement Bonds, Series 1996, 6.000%, 6/15/15
- ------------------------------------------------------------------------------------------------------------------------------------
New Jersey - 2.5%
4,420,000 New Jersey Housing and Mortgage Finance Agency, Section 8 Bonds, 1991 11/01 at 102 AA+ 4,736,958
Series A, 6.850%, 11/01/06
13,920,000 The Pollution Control Financing Authority of Salem County (New Jersey), 11/03 at 102 AAA 14,742,533
Pollution Control Revenue Refunding Bonds, 1993 Series C (Public
Service Electric and Gas Company Project), 5.550%, 11/01/33
- ------------------------------------------------------------------------------------------------------------------------------------
New Mexico - 2.1%
14,050,000 City of Farmington, New Mexico, Pollution Control Refunding Revenue Bonds 4/01 at 102 A+ 15,267,995
(Southern California Edison Company Four Corners Project), 1991
Series A, 7.200%, 4/01/21
1,130,000 New Mexico Mortgage Finance Authority, Single Family Mortgage Program 9/99 at 102 AA- 1,169,686
Senior Bonds, 1989 Series A (Federally Insured or Guaranteed Mortgage
Loans), 7.800%, 3/01/21 (Alternative Minimum Tax)
- ------------------------------------------------------------------------------------------------------------------------------------
New York - 10.9%
12,750,000 The City of New York, General Obligation Bonds, Fiscal 1991 Series F, 11/01 at 101 1/2 AAA 14,614,943
8.250%, 11/15/10 (Pre-refunded to 11/15/01)
</TABLE>
S-32
<PAGE>
Portfolio of Investments
Nuveen Select Quality Municipal Fund, Inc. (NQS) (continued)
October 31, 1998
<TABLE>
<CAPTION>
PRINCIPAL OPTIONAL CALL MARKET
AMOUNT DESCRIPTION PROVISIONS* RATINGS** VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
New York (continued)
$ 4,000,000 The City of New York, New York, General Bonds, Fiscal 1998 Series F, 2/08 at 101 A- $ 4,117,920
5.250%, 8/01/14
The City of New York, General Obligation Bonds, Fiscal 1997 Series G:
90,000 6.000%, 10/15/26 (Pre-refunded to 10/15/07) 10/07 at 101 A-*** 103,519
9,200,000 6.000%, 10/15/26 10/07 at 101 A- 10,024,504
10,000,000 Dormitory Authority of the State of New York, Mental Health Services 8/08 at 101 AAA 9,909,000
Facilities Improvement Revenue Bonds, Series 1998D, 5.000%, 2/15/23
6,000,000 New York Local Government Assistance Corporation (A Public Benefit 4/02 at 102 AAA 6,739,200
Corporation of the State of New York), Series 1991D Bonds, 7.000%,
4/01/18 (Pre-refunded to 4/01/02)
100,000 New York State Medical Care Facilities Finance Agency, Hospital and No Opt. Call AAA 102,392
Nursing Home, FHA Insured Mortgage Revenue Bonds, 1988, 8.000%, 2/15/28
New York State Medical Care Facilities Finance Agency, Mental Health
Services Facilities Improvement Revenue Bonds, 1991 Series B:
1,020,000 7.600%, 2/15/06 (Pre-refunded to 8/15/01) 8/01 at 102 A-*** 1,144,379
1,010,000 7.600%, 8/15/06 (Pre-refunded to 8/15/01) 8/01 at 102 A-*** 1,133,159
5,970,000 7.625%, 8/15/17 (Pre-refunded to 8/15/01) 8/01 at 102 A-*** 6,701,862
New York Medical Care Facilities Finance Agency, Mental Health
Services Facilities Improvement Revenue Bonds, 1991 Series D:
5,380,000 7.400%, 2/15/18 (Pre-refunded to 2/15/02) 2/02 at 102 A-*** 6,077,571
40,000 7.400%, 2/15/18 2/02 at 102 A- 44,545
New York Medical Care Facilities Finance Agency, Mental Health
Services Facilities Improvement Revenue Bonds, 1991 Series B:
595,000 7.600%, 2/15/06 8/01 at 102 A- 659,058
580,000 7.600%, 8/15/06 8/01 at 102 A- 642,443
1,980,000 7.625%, 8/15/17 8/01 at 102 A- 2,196,137
12,940,000 New York State Urban Development Corporation, 1996 Corporate Purpose 7/06 at 102 AAA 13,516,089
Senior Lien Bonds, 5.500%, 7/01/26
6,000,000 New York State Urban Development Corporation, Correctional Capital 1/01 at 102 Aaa 6,599,400
Facilities Revenue Bonds, Series 2, 7.500%, 1/01/18
(Pre-refunded to 1/01/01)
- ------------------------------------------------------------------------------------------------------------------------------------
North Carolina - 3.1%
5,000,000 North Carolina Medical Care Commission Health Care Revenue Bonds 10/08 at 101 AAA 4,927,250
(Novant Health Project), Series 1998B, 5.000%, 10/01/28
18,555,000 North Carolina Eastern Municipal Power Agency, Power System Revenue 1/03 at 100 AAA 19,014,607
Bonds, Refunding Series 1993 B, 5.500%, 1/01/17
- ------------------------------------------------------------------------------------------------------------------------------------
Ohio - 0.5%
1,295,000 Toledo-Lucas County Port Authority, Development Revenue Bonds (Northwest 11/00 at 102 N/R 1,359,387
Ohio Bond Fund), Series 1989C, 8.400%, 11/15/09
(Alternative Minimum Tax)
2,235,000 Toledo-Lucas County Port Authority, Development Revenue Bonds (Northwest 11/98 at 100 N/R 2,243,091
Ohio Bond Fund), Series 1989D, 8.500%, 11/15/00
(Alternative Minimum Tax)
320,000 Toledo-Lucas County Port Authority, Development Revenue Bonds (Northwest No Opt. Call N/R 329,008
Ohio Bond Fund), Series 1990D, 8.500%, 5/15/00
(Alternative Minimum Tax)
- ------------------------------------------------------------------------------------------------------------------------------------
Oklahoma - 4.2%
9,250,000 Oklahoma County Home Finance Authority (Oklahoma County, Oklahoma), Single 7/01 at 102 Aaa 9,834,508
Family Mortgage Revenue Refunding Bonds, 1991 Series A, 8.750%, 7/01/12
21,025,000 Trustees of the Tulsa Municipal Airport Trust, Revenue Bonds, Series 1991, 6/01 at 102 Baa2 22,806,028
7.600%, 12/01/30 (Alternative Minimum Tax)
- ------------------------------------------------------------------------------------------------------------------------------------
Pennsylvania - 1.7%
2,000,000 Philadelphia Authority for Industrial Development, Airport Revenue Bonds, 7/08 at 101 AAA 1,943,260
Series 1998A (Philadelphia Airport System Project), 5.000%, 7/01/23
(Alternative Minimum Tax)
10,000,000 City of Philadelphia, Pennsylvania, Water and Sewer Revenue Bonds, 8/01 at 100 AAA 10,886,000
Sixteenth Series, 7.000%, 8/01/18 (Pre-refunded to 8/01/01)
</TABLE>
S-33
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OPTIONAL CALL MARKET
AMOUNT DESCRIPTION PROVISIONS* RATINGS** VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
South Carolina - 0.7%
$ 5,000,000 Oconee County, South Carolina, Pollution Control Facilities Revenue 4/03 at 102 Aa2 $5,318,850
Refunding Bonds, Series 1993 (Duke Power Company Project),
5.800%, 4/01/14
- ------------------------------------------------------------------------------------------------------------------------------------
South Dakota - 2.0%
7,490,000 City of Sioux Falls, South Dakota, Variable Rate Demand Industrial 10/14 at 100 AAA 9,992,109
Revenue Refunding Bonds, Series 1989 (Great Plains Hotel Corporation
Project), 8.500%, 11/01/16 (Pre-refunded to 10/15/14)
(Alternative Minimum Tax)
5,000,000 South Dakota Housing Development Authority, Homeownership Mortgage 11/06 at 102 AAA 5,392,400
Bonds, 1996 Series D, 6.300%, 5/01/27 (Alternative Minimum Tax)
- ------------------------------------------------------------------------------------------------------------------------------------
Tennessee - 2.4%
7,220,000 The Metropolitan Government of Nashville and Davidson County (Tennessee), 5/02 at 102 AAA 7,937,668
General Obligation Multi-Purpose Improvement Bonds, Series 1994,
6.150%, 5/15/25 (Pre-refunded to 5/15/02)
5,500,000 The Tennessee Energy Acquisition Corporation, Gas Revenue Bonds, No Opt. Call AAA 5,598,230
Series 1998A, 4.500%, 9/01/08
4,865,000 Tennessee Housing Development Agency, Homeownership Program Bonds, 7/01 at 102 AA 5,085,725
Issue V, 7.650%, 7/01/22 (Alternative Minimum Tax)
- ------------------------------------------------------------------------------------------------------------------------------------
Texas - 6.8%
6,480,000 Brazos River Authority (Texas), Collateralized Pollution Control 1/99 at 102 BBB+ 6,649,452
Revenue Bonds (Texas Utilities Electric Company Project),
Series 1989A, 8.250%, 1/01/19 (Alternative Minimum Tax)
8,580,000 Brazos River Authority (Texas), Collateralized Pollution Control 2/00 at 102 BBB+ 9,116,422
Revenue Bonds (Texas Utilities Electric Company Project), Series
1990A, 8.125%, 2/01/20 (Alternative Minimum Tax)
3,500,000 Comal County Health Facilities Development Corporation, Hospital 1/01 at 102 AAA 3,756,655
Revenue Refunding Bonds (McKenna Memorial Hospital FHA Insured Project),
Series 1991, 7.375%, 1/15/21
9,450,000 El Paso Housing Finance Corporation, Single Family Mortgage Revenue 4/01 at 103 A2 10,481,846
Refunding Bonds, Series 1991A, 8.750%, 10/01/11
2,600,000 The Harrison County Finance Corporation, Single Family Mortgage 12/01 at 103 A1 2,764,424
Revenue Refunding Bonds, Series 1991, 8.875%, 12/01/11
5,000,000 City of Houston, Texas, Airport System Subordinate Lien Revenue Bonds, 7/08 at 100 AAA 4,821,700
Series 1998B, 5.000%, 7/01/25 (Alternative Minimum Tax) (WI)
7,000,000 Matagorda County Navigation District Number One (Texas), No Opt. Call AAA 7,000,000
Collateralized Revenue Refunding Bonds (Houston Lighting and Power
Company Project), Series 1997, 5.125%, 11/01/28
(Alternative Minimum Tax) (WI, settling on 11/24/98)
2,395,000 Panhandle Regional Housing Finance Corporation, Single Family 5/01 at 100 AAA 2,482,944
Mortgage Revenue Bonds (GNMA Mortgage-Backed Securities Program),
Series 1991A, 7.500%, 5/01/24 (Alternative Minimum Tax)
4,560,000 Winter Garden Housing Finance Corporation, Single Family Mortgage 4/04 at 103 AAA 4,918,690
Revenue Bonds (GNMA and FNMA Mortgage-Backed Securities
Program), Series 1994, 6.950%, 10/01/27 (Alternative Minimum Tax)
- ------------------------------------------------------------------------------------------------------------------------------------
Utah - 4.0%
13,650,000 Intermountain Power Agency, Power Supply Revenue Refunding Bonds, 7/03 at 102 AAA 14,256,197
1993 Series A, 5.500%, 7/01/20
16,550,000 Utah County, Utah, Hospital Revenue Bonds, Series 1997 (IHC Health 8/07 at 101 AAA 16,643,011
Services, Inc.), 5.250%, 8/15/26
- ------------------------------------------------------------------------------------------------------------------------------------
Washington - 10.1%
Municipality of Metropolitan Seattle, Washington, Sewer Refunding
Revenue Bonds, Series Z:
2,160,000 5.450%, 1/01/16 1/03 at 102 AAA 2,236,745
3,095,000 5.450%, 1/01/17 1/03 at 102 AAA 3,198,280
2,490,000 5.450%, 1/01/19 1/03 at 102 AAA 2,559,969
1,800,000 5.450%, 1/01/20 1/03 at 102 AAA 1,850,580
</TABLE>
S-34
<PAGE>
Portfolio of Investments
Nuveen Select Quality Municipal Fund, Inc. (NQS) (continued)
October 31, 1998
<TABLE>
<CAPTION>
PRINCIPAL OPTIONAL CALL MARKET
AMOUNT DESCRIPTION PROVISIONS* RATINGS** VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Washington (continued)
$ 4,000,000 Washington Public Power Supply System, Nuclear Project No. 1 Refunding 1/00 at 102 AAA $ 4,258,040
Revenue Bonds, Series 1989B, 7.400%, 7/01/09 (Pre-refunded to 1/01/00)
10,000,000 Washington Public Power Supply System, Nuclear Project No. 1, Refunding 7/07 at 102 AAA 10,081,100
Revenue Bonds, Series 1997A, 5.125%, 7/01/16
Washington Public Power Supply System, Nuclear Project No. 2, Refunding
Revenue Bonds, Series 1992A:
7,880,000 6.250%, 7/01/12 (Pre-refunded to 7/01/02) 7/02 at 102 Aa1*** 8,690,773
2,130,000 6.250%, 7/01/12 7/02 at 102 Aa1 2,314,628
2,000,000 Washington Public Power Supply System, Nuclear Project No. 2, Refunding 7/00 at 102 AAA 2,163,940
Revenue Bonds, Series 1990A, 7.375%, 7/01/12 (Pre-refunded to 7/01/00)
5,000,000 Washington Public Power Supply System, Nuclear Project No. 2, Refunding 7/00 at 102 Aaa 5,377,550
Revenue Bonds, Series 1990B, 7.000%, 7/01/12 (Pre-refunded to 7/01/00)
5,000,000 Washington Public Power Supply System, Nuclear Project No. 2, Refunding 7/04 at 102 Aa1 5,148,350
Revenue Bonds, Series 1994A, 5.375%, 7/01/11
24,060,000 Washington Public Power Supply System, Nuclear Project No. 3, Refunding 1/00 at 102 AAA 25,572,652
Revenue Bonds, Series 1989B, 7.250%, 7/01/15 (Pre-refunded to 1/01/00)
3,935,000 Washington Public Power Supply System, Nuclear Project No. 3, Refunding 7/03 at 102 Aa1 4,020,901
Revenue Bonds, Series 1993C, 5.375%, 7/01/15
- ------------------------------------------------------------------------------------------------------------------------------------
Wisconsin - 1.8%
11,080,000 Wisconsin Center District, Junior Dedicated Tax Revenue Bonds, Series 12/06 at 101 A 11,778,151
1996B, 5.750%, 12/15/27
2,100,000 Wisconsin Health and Educational Facilities Authority, Revenue Bonds 2/01 at 102 AAA 2,280,763
(Wausau Hospitals, Inc. Project), Series 1991B, 6.700%, 8/15/20
(Pre-refunded to 2/15/01)
- ------------------------------------------------------------------------------------------------------------------------------------
$738,035,000 Total Investments - (cost $702,670,022) - 99.6% 767,029,951
============------------------------------------------------------------------------------------------------------------------------
TEMPORARY INVESTMENTS IN SHORT-TERM MUNICIPAL SECURITIES - 0.5%
$ 3,500,000 Development Authority of Monroe County (Georgia), Pollution Control Revenue VMIG-1 3,500,000
============ Bonds (Georgia Power Company Plant, Scherer Project), First Series
1995, Variable Rate Demand Bonds, 3.700%, 7/01/25+
---------------------------------------------------------------------------------------------------------------------
Other Assets Less Liabilities - (0.1%) (755,545)
---------------------------------------------------------------------------------------------------------------------
Net Assets - 100% $769,774,406
=====================================================================================================================
</TABLE>
* Optional Call Provisions (not covered by the report of independent
auditors): Dates (month and year) and prices of the earliest optional call
or redemption. There may be other call provisions at varying prices at later
dates.
** Ratings (not covered by the report of independent auditors): Using the
higher of Standard & Poor's or Moody's rating.
*** Securities are backed by an escrow or trust containing sufficient U.S.
government or U.S. government agency securities which ensures the timely
payment of principal and interest. Securities are normally considered to be
equivalent to AAA rated securities.
+ The security has a maturity of more than one year, but has variable rate
and demand features which qualify it as a short-term security. The rate
disclosed is that currently in effect. This rate changes periodically based
on market conditions or a specified market index.
(WI) Security purchased on a when-issued basis (note 1).
N/R Investment is not rated.
See accompanying notes to financial statements.
S-35
<PAGE>
Statement Of Net Assets
October 31, 1998
<TABLE>
<CAPTION>
Investment Select Quality Premier
Quality Quality Income Income
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments in municipal securities, at
market value (note 1) $802,549,491 $767,029,951 $1,251,445,564 $454,860,756
Temporary investments in short-term municipal
securities, at amortized cost, which approximates
market value (note 1) 5,300,000 3,500,000 -- 1,200,000
Cash 140,986 388,483 310,452 25,737
Receivables:
Interest 15,545,844 13,740,265 24,334,851 7,595,455
Investments sold 215,000 337,850 -- 169,622
Other assets 23,363 42,888 34,603 17,974
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets 823,774,684 785,039,437 1,276,125,470 463,869,544
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities
Payable for investments purchased -- 11,833,506 18,894,700 7,669,520
Accrued expenses:
Management fees (note 6) 437,708 410,901 659,148 245,906
Other 239,024 239,996 424,990 167,324
Preferred share dividends payable 96,384 95,006 140,480 34,096
Common share dividends payable 2,851,080 2,685,622 4,597,902 1,604,169
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities 3,624,196 15,265,031 24,717,220 9,721,015
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets (note 7) $820,150,488 $769,774,406 $1,251,408,250 $454,148,529
====================================================================================================================================
Preferred shares, at liquidation value $250,000,000 $240,000,000 $ 400,000,000 $140,000,000
====================================================================================================================================
Preferred shares outstanding 10,000 9,600 16,000 5,600
====================================================================================================================================
Common shares outstanding 35,638,508 33,781,410 53,776,630 19,927,567
====================================================================================================================================
Net asset value per Common share outstanding
(net assets less Preferred shares
at liquidation value, divided by Common shares
outstanding) $ 16.00 $ 15.68 $ 15.83 $ 15.76
====================================================================================================================================
</TABLE>
See accompanying notes to financial statements.
S-36
<PAGE>
STATEMENT OF OPERATIONS
Year Ended October 31, 1998
<TABLE>
<CAPTION>
INVESTMENT SELECT QUALITY PREMIER
QUALITY QUALITY INCOME INCOME
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME (note 1) $49,663,351 $47,230,461 $77,857,732 $27,875,843
- --------------------------------------------------------------------------------------------------------------------
EXPENSES
Management fees (note 6) 5,103,931 4,792,816 7,703,039 2,868,655
Preferred shares - auction fees 625,000 600,002 1,000,001 349,999
Preferred shares - dividend disbursing agent fees 40,000 40,000 48,154 19,998
Shareholders' servicing agent fees and expenses 91,871 82,150 135,463 48,129
Custodian's fees and expenses 106,506 101,965 149,046 73,942
Directors' fees and expenses (note 6) 7,556 7,086 11,567 4,189
Professional fees 21,034 20,845 22,351 19,688
Shareholders' reports - printing and mailing expenses 190,852 178,324 292,930 112,902
Stock exchange listing fees 32,445 32,657 48,410 24,262
Investor relations expense 67,314 62,626 102,072 37,228
Other expenses 44,021 39,253 61,502 26,028
- --------------------------------------------------------------------------------------------------------------------
Total expenses 6,330,530 5,957,724 9,574,535 3,585,020
- --------------------------------------------------------------------------------------------------------------------
Net investment income 43,332,821 41,272,737 68,283,197 24,290,823
- --------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS
Net realized gain (loss) from investment transactions
(notes 1 and 4) (173,095) 1,614,188 2,914,470 90,877
Net change in unrealized appreciation or depreciation
of investments 8,887,953 4,958,232 3,095,167 3,062,136
- --------------------------------------------------------------------------------------------------------------------
Net gain from investments 8,714,858 6,572,420 6,009,637 3,153,013
- --------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $52,047,679 $47,845,157 $74,292,834 $27,443,836
====================================================================================================================
</TABLE>
See accompanying notes to financial statements.
S-37
<PAGE>
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Investment Quality Select Quality
---------------------------------- -----------------------------
Year Ended Year Ended Year Ended Year Ended
10/31/98 10/31/97 10/31/98 10/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations
Net investment income $ 43,332,821 $ 44,426,800 $ 41,272,737 $ 41,821,126
Net realized gain (loss) from investment
transactions (notes 1 and 4) (173,095) 1,863,026 1,614,188 (260,112)
Net change in unrealized appreciation or
depreciation of investments 8,887,953 8,788,246 4,958,232 12,637,266
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations 52,047,679 55,078,072 47,845,157 54,198,280
- ------------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1)
From undistributed net investment income:
Common shareholders (34,939,388) (35,722,144) (32,677,563) (33,652,304)
Preferred shareholders (8,696,853) (8,784,807) (8,430,282) (8,525,310)
From accumulated net realized gains from
investment transactions:
Common shareholders (369,064) -- -- --
Preferred shareholders (89,825) -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Decrease in net assets from distributions to shareholders (44,095,130) (44,506,951) (41,107,845) (42,177,614)
- ------------------------------------------------------------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS (NOTE 2)
Net proceeds from Common shares issued to shareholders
due to reinvestment of distributions 2,861,357 416,095 3,267,092 2,690,547
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets 10,813,906 10,987,216 10,004,404 14,711,213
Net assets at beginning of year 809,336,582 798,349,366 759,770,002 745,058,789
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year $820,150,488 $809,336,582 $769,774,406 $759,770,002
====================================================================================================================================
Balance of undistributed net
investment income at end of year $ 620,558 $ 923,978 $ 653,947 $ 489,055
====================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Quality Income Premier Income
---------------------------------- -----------------------------
Year Ended Year Ended Year Ended Year Ended
10/31/98 10/31/97 10/31/98 10/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations
Net investment income $ 68,283,197 $ 68,818,095 $ 24,290,823 $ 24,649,131
Net realized gain (loss) from investment
transactions (notes 1 and 4) 2,914,470 1,030,758 90,877 (33,540)
Net change in unrealized appreciation or
depreciation of investments 3,095,167 13,732,677 3,062,136 6,209,013
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations 74,292,834 83,581,530 27,443,836 30,824,604
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders (note 1)
From undistributed net investment income:
Common shareholders (54,962,532) (54,531,750) (19,804,242) (20,325,882)
Preferred shareholders (13,962,725) (14,032,699) (4,932,868) (4,752,424)
From accumulated net realized gains
from investment transactions:
Common shareholders -- -- -- (766,737)
Preferred shareholders -- -- -- (192,920)
- ------------------------------------------------------------------------------------------------------------------------------------
Decrease in net assets from distributions to shareholders (68,925,257) (68,564,449) (24,737,110) (26,037,963)
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Share Transactions (note 2)
Net proceeds from Common shares
issued to shareholders due to
reinvestment of distributions 7,504,802 3,855,955 2,635,126 1,866,897
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets 12,872,379 18,873,036 5,341,852 6,653,538
Net assets at beginning of year 1,238,535,871 1,219,662,835 448,806,677 442,153,139
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year $1,251,408,250 $1,238,535,871 $454,148,529 $448,806,677
====================================================================================================================================
Balance of undistributed net investment
income at end of year $ 1,515,989 $ 2,158,049 $ 449,164 $ 895,451
====================================================================================================================================
</TABLE>
See accompanying notes to financial statements.
S-38
<PAGE>
Notes to Financial Statements
1. General Information and Significant Accounting Policies
The National Funds (the "Funds") covered in this report and their corresponding
New York Stock Exchange symbols are Nuveen Investment Quality Municipal Fund,
Inc. (NQM), Nuveen Select Quality Municipal Fund, Inc. (NQS), Nuveen Quality
Income Municipal Fund, Inc. (NQU) and Nuveen Premier Municipal Income Fund, Inc.
(NPF).
Each Fund invests primarily in a diversified portfolio of municipal obligations
issued by state and local government authorities. The Funds are registered under
the Investment Company Act of 1940 as closed-end, diversified management
investment companies.
The following is a summary of significant accounting policies followed by the
Funds in the preparation of their financial statements in accordance with
generally accepted accounting principles.
Securities Valuation
The prices of municipal bonds in each Fund's investment portfolio are provided
by a pricing service approved by the Fund's Board of Directors. When price
quotes are not readily available (which is usually the case for municipal
securities), the pricing service establishes fair market value based on yields
or prices of municipal bonds of comparable quality, type of issue, coupon,
maturity and rating, indications of value from securities dealers and general
market conditions. Temporary investments in securities that have variable rate
and demand features qualifying them as short-term securities are valued at
amortized cost, which approximates market value.
Securities Transactions
Securities transactions are recorded on a trade date basis. Realized gains and
losses from such transactions are determined on the specific identification
method. Securities purchased or sold on a when-issued or delayed delivery basis
may have extended settlement periods. The securities so purchased are subject to
market fluctuation during this period. The Funds have instructed the custodian
to segregate assets in a separate account with a current value at least equal to
the amount of the when-issued and delayed delivery purchase commitments. At
October 31, 1998, Select Quality, Quality Income and Premier Income had when-
issued purchase commitments of $11,833,506, $18,894,700 and $7,669,520
respectively. Investment Quality had no such outstanding purchase commitments.
Investment Income
Interest income is determined on the basis of interest accrued, adjusted for
amortization of premiums and accretion of discounts on long-term debt securities
when required for federal income tax purposes.
Federal Income Taxes
Each Fund is a separate taxpayer for federal income tax purposes. Each Fund
intends to comply with the requirements of the Internal Revenue Code applicable
to regulated investment companies and to distribute all of its tax-exempt net
investment income, in addition to any significant amounts of net realized
capital gains and/or market discount realized from investment transactions. The
Funds currently consider significant net realized capital gains and/or market
discount as amounts in excess of $.01 per Common share. Furthermore, each Fund
intends to satisfy conditions which will enable interest from municipal
securities, which is exempt from regular federal income tax, to retain such tax-
exempt status when distributed to shareholders of the Funds. All monthly tax-
exempt income dividends paid during the fiscal year ended October 31, 1998, have
been designated Exempt Interest Dividends. Net realized capital gain and market
discount distributions are subject to federal taxation.
Dividends and Distributions to Shareholders
Tax-exempt net investment income is declared as a dividend monthly and payment
is made or reinvestment is credited to shareholder accounts on the first
business day after month-end. Net realized capital gains and/or market discount
from investment transactions, if any, are distributed to shareholders not less
frequently than annually. Furthermore, capital gains are distributed only to the
extent they exceed available capital loss carryforwards.
Distributions to shareholders of tax-exempt net investment income, net realized
capital gains and/or market discount are recorded on the ex-dividend date. The
amount and timing of distributions are determined in accordance with federal
income tax regulations, which may differ from generally accepted accounting
principles. Accordingly, temporary over-distributions as a result of these
differences may occur and will be classified as either distributions in excess
of net investment income, distributions in excess of net realized gains and/or
distributions in excess of net ordinary taxable income from investment
transactions, where applicable.
S-39
<PAGE>
Preferred Shares
The Funds have issued and outstanding $25,000 stated value Preferred shares.
Each Fund's Preferred shares are issued in more than one Series. The dividend
rate on each Series may change every seven days, as set by the auction agent.
The number of shares outstanding, by Series and in total, for each Fund is as
follows:
<TABLE>
<CAPTION>
Investment Select Quality Premier
Quality Quality Income Income
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Number of shares:
Series M 2,500 2,000 3,000 --
Series T 2,500 2,000 3,000 2,800
Series W 2,500 2,800 3,000 --
Series Th -- -- 4,000 2,800
Series F 2,500 2,800 3,000 --
- --------------------------------------------------------------------------------------------
Total 10,000 9,600 16,000 5,600
============================================================================================
</TABLE>
Derivative Financial Instruments
The Funds may invest in transactions in certain derivative financial instruments
including futures, forward, swap and option contracts, and other financial
instruments with similar characteristics. Although the Funds are authorized to
invest in such financial instruments, and may do so in the future, they did not
make any such investments during the fiscal year ended October 31, 1998.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of increases and decreases in net
assets from operations during the reporting period. Actual results may differ
from those estimates.
2. Fund Shares
Transactions in Common shares were as follows:
<TABLE>
<CAPTION>
Investment Quality Select Quality
- -----------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
10/31/98 10/31/97 10/31/98 10/31/97
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares issued to shareholders
due to reinvestment of
distributions 177,666 26,629 205,528 175,523
===============================================================================================
Quality Income Premier Income
- -----------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
10/31/98 10/31/97 10/31/98 10/31/97
- -----------------------------------------------------------------------------------------------
Shares issued to shareholders
due to reinvestment of
distributions 454,528 244,283 161,445 119,104
===============================================================================================
</TABLE>
3. Distributions to Common Shareholders
The Funds declared Common share dividend distributions from their tax-exempt net
investment income which were paid on December 1, 1998, to shareholders of record
on November 15, 1998, as follows:
<TABLE>
<CAPTION>
Investment Select Quality Premier
Quality Quality Income Income
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dividend per share $.0800 $.0795 $.0855 $.0805
===============================================================================================
</TABLE>
S-40
<PAGE>
Notes to Financial Statements (continued)
4. Securities Transactions
Purchases and sales (including maturities) of investments in municipal
securities and temporary municipal investments for the fiscal year ended October
31, 1998, were as follows:
<TABLE>
<CAPTION>
Investment Select Quality Premier
Quality Quality Income Income
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Purchases:
Investments in municipal securities $52,641,133 $73,940,646 $258,333,573 $95,187,244
Temporary municipal investments 67,900,000 67,800,000 41,370,000 64,700,000
Sales and Maturities:
Investments in municipal securities 53,060,117 53,775,359 231,796,827 84,564,153
Temporary municipal investments 65,800,000 71,600,000 41,370,000 65,200,000
================================================================================================================
</TABLE>
At October 31, 1998, the identified cost of investments owned for federal income
tax purposes was the same as the cost for financial reporting purposes for each
Fund.
At October 31, 1998, the following Funds had unused capital loss carryforwards
available for federal income tax purposes to be applied against future capital
gains, if any. If not applied the carryforwards will expire as follows:
<TABLE>
<CAPTION>
Investment Select Quality
Quality Quality Income
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Expiration year:
2002 $ -- $5,012,103 $1,577,137
2003 -- 424,861 757,201
2004 -- 606,382 486,077
2005 -- 260,112 --
2006 173,095 -- --
- ----------------------------------------------------------------------------------------------------------------
Total $173,095 $6,303,458 $2,820,415
================================================================================================================
</TABLE>
5. Unrealized Appreciation (Depreciation)
Gross unrealized appreciation and gross unrealized depreciation of investments
at October 31, 1998, were as follows:
<TABLE>
<CAPTION>
Investment Select Quality Premier
Quality Quality Income Income
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gross unrealized:
appreciation $72,221,837 $64,386,498 $103,499,862 $37,033,105
depreciation (2,285) (26,569) (82,311) (447,535)
- ----------------------------------------------------------------------------------------------------------------
Net unrealized appreciation $72,219,552 $64,359,929 $103,417,551 $36,585,570
================================================================================================================
</TABLE>
S-41
<PAGE>
6. Management Fee and Other Transactions with Affiliates
Under the Funds' investment management agreements with Nuveen Advisory Corp.
(the "Adviser"), a wholly owned subsidiary of The John Nuveen Company, each Fund
pays an annual management fee, payable monthly, at the rates set forth below,
which are based upon the average daily net asset value of each Fund as follows:
<TABLE>
<CAPTION>
Average Daily Net Asset Value Management Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C>
For the first $125 million .6500 of 1%
For the next $125 million .6375 of 1
For the next $250 million .6250 of 1
For the next $500 million .6125 of 1
For the next $1 billion .6000 of 1
For net assets over $2 billion .5875 of 1
================================================================================================================
</TABLE>
The fee compensates the Adviser for overall investment advisory and
administrative services and general office facilities. The Funds pay no
compensation directly to those of its Directors who are affiliated with the
Adviser or to their officers, all of whom receive remuneration for their
services to the Funds from the Adviser.
7. Composition of Net Assets
At October 31, 1998, net assets consisted of:
<TABLE>
<CAPTION>
Investment Select Quality Premier
Quality Quality Income Income
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred shares, $25,000 stated value per share,
at liquidation value $250,000,000 $240,000,000 $ 400,000,000 $140,000,000
Common shares, $.01 par value per share 356,385 337,814 537,766 199,276
Paid-in surplus 497,127,117 470,726,174 748,757,359 276,857,182
Balance of undistributed net investment income 620,558 653,947 1,515,989 449,164
Accumulated net realized gain (loss) from
investment transactions (173,124) (6,303,458) (2,820,415) 57,337
Net unrealized appreciation of investments 72,219,552 64,359,929 103,417,551 36,585,570
- ----------------------------------------------------------------------------------------------------------------
Net assets $820,150,488 $769,774,406 $1,251,408,250 $454,148,529
================================================================================================================
Authorized shares:
Common 200,000,000 200,000,000 200,000,000 200,000,000
Preferred 1,000,000 1,000,000 1,000,000 1,000,000
================================================================================================================
</TABLE>
8. Investment Composition
At October 31, 1998, the revenue sources by municipal purpose, expressed as a
percent of total investments, were as follows:
<TABLE>
<CAPTION>
Investment Select Quality Premier
Quality Quality Income Income
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Education and Civic Organizations 3% --% 2% 6%
Health Care 14 4 7 11
Housing/Multifamily 2 7 3 14
Housing/Single Family 16 9 12 9
Tax Obligation/General 5 8 6 6
Tax Obligation/Limited 7 7 5 8
Transportation 1 10 12 4
U.S. Guaranteed 32 34 36 29
Utilities 11 16 9 6
Water and Sewer 7 3 5 1
Other 2 2 3 6
- ----------------------------------------------------------------------------------------------------------------
100% 100% 100% 100%
================================================================================================================
</TABLE>
Certain long-term and intermediate-term investments owned by the Funds are
either covered by insurance issued by several private insurers or are backed by
an escrow or trust containing U.S. government or U.S. government agency
securities, both of which ensure the timely payment of principal and interest in
the event of default (63% for Investment Quality, 63% for Select Quality, 51%
for Quality Income and 43% for Premier Income).
All of the temporary investments in short-term municipal securities have credit
enhancements (letters of credit, guarantees or insurance) issued by third party
domestic or foreign banks or other institutions.
For additional information regarding each investment security, refer to the
Portfolio of Investments of each Fund.
S-42
<PAGE>
Financial Highlights
Selected data for a Common share outstanding
throughout each period is as follows:
<TABLE>
<CAPTION>
Investment Operations
-------------------------------------------
Net Realized/
Beginning Net Unrealized
Net Asset Investment Investment
Value Income Gain (Loss) Total
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Quality
Year Ended 10/31:
1998 $15.77 $1.22 $ .25 $1.47
1997 15.48 1.25 .30 1.55
1996 15.65 1.29 (.17) 1.12
1995 14.65 1.33 1.04 2.37
1994 16.45 1.32 (1.76) (.44)
Select Quality
Year Ended 10/31:
1998 15.48 1.23 .19 1.42
1997 15.12 1.25 .37 1.62
1996 15.29 1.27 (.17) 1.10
1995 14.03 1.30 1.30 2.60
1994 16.13 1.31 (2.06) (.75)
Quality Income
Year Ended 10/31:
1998 15.73 1.27 .12 1.39
1997 15.44 1.29 .29 1.58
1996 15.43 1.30 .02 1.32
1995 14.20 1.31 1.26 2.57
1994 16.40 1.32 (2.14) (.82)
Premier Income
Year Ended 10/31:
1998 15.62 1.22 .17 1.39
1997 15.38 1.25 .31 1.56
1996 15.34 1.27 .12 1.39
1995 14.08 1.28 1.34 2.62
1994 15.98 1.26 (1.87) (.61)
======================================================================================
</TABLE>
<TABLE>
<CAPTION>
Less Distributions
-------------------------------------------------------------------------
Net Net
Investment Investment Capital Capital
Income Income Gains Gains
To Common To Preferred To Common To Preferred
Shareholders Shareholders+ Shareholders Shareholders+ Total
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Quality
Year Ended 10/31:
1998 $ (.98) $(.25) $(.01) $ -- $(1.24)
1997 (1.01) (.25) -- -- (1.26)
1996 (1.03) (.26) -- -- (1.29)
1995 (1.08) (.29) -- -- (1.37)
1994 (1.12) (.24) -- -- (1.36)
Select Quality
Year Ended 10/31:
1998 (.97) (.25) -- -- (1.22)
1997 (1.01) (.25) -- -- (1.26)
1996 (1.01) (.26) -- -- (1.27)
1995 (1.05) (.29) -- -- (1.34)
1994 (1.08) (.25) (.02) -- (1.35)
Quality Income
Year Ended 10/31:
1998 (1.03) (.26) -- -- (1.29)
1997 (1.03) (.26) -- -- (1.29)
1996 (1.03) (.28) -- -- (1.31)
1995 (1.03) (.31) -- -- (1.34)
1994 (1.10) (.26) (.02) -- (1.38)
Premier Income
Year Ended 10/31:
1998 (1.00) (.25) -- -- (1.25)
1997 (1.03) (.24) (.04) (.01) (1.32)
1996 (1.01) (.26) (.06) (.02) (1.35)
1995 (1.01) (.28) (.06) (.01) (1.36)
1994 (1.04) (.24) (.01) -- (1.29)
====================================================================================================
</TABLE>
* Total Investment Return on Market Value is the combination of reinvested
dividend income, reinvested capital gains distributions, if any, and changes
in stock price per share.
Total Return on Net Asset Value is the combination of reinvested dividend
income, reinvested capital gains distributions, if any, and changes in net
asset value per share.
Total returns are not annualized.
+ The amounts shown are based on Common share equivalents.
++ Ratios do not reflect the effect of dividend payments to preferred
shareholders.
S-43
<PAGE>
<TABLE>
<CAPTION>
Total Returns
------------------------------
Ending
Net Asset Ending Based on Based on Net
Value Market Value Market Value* Asset Value*
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Quality
Year Ended 10/31:
1998 $16.00 $15.5000 5.97% 7.97%
1997 15.77 15.5625 10.82 8.68
1996 15.48 15.0000 6.13 5.70
1995 15.65 15.1250 21.89 14.71
1994 14.65 13.3750 (17.87) (4.32)
Select Quality
Year Ended 10/31:
1998 15.68 16.1875 10.96 7.77
1997 15.48 15.5000 9.43 9.35
1996 15.12 15.1250 9.71 5.71
1995 15.29 14.7500 21.03 17.03
1994 14.03 13.1250 (14.45) (6.43)
Quality Income
Year Ended 10/31:
1998 15.83 16.8125 9.64 7.37
1997 15.73 16.3125 14.22 8.81
1996 15.44 15.2500 10.61 6.93
1995 15.43 14.7500 23.26 16.51
1994 14.20 12.8750 (15.32) (6.86)
Premier Income
Year Ended 10/31:
1998 15.76 17.1250 10.29 7.49
1997 15.62 16.5000 16.81 8.85
1996 15.38 15.1250 11.00 7.51
1995 15.34 14.6250 23.92 17.15
1994 14.08 12.7500 (10.05) (5.51)
========================================================================================
</TABLE>
<TABLE>
<CAPTION>
Ratios/Supplemental Data
-------------------------------------------------------------
Ratio of Net
Ratio of Investment
Ending Expenses to Income to Portfolio
Net Assets Average Average Turnover
(000) Net Assets++ Net Assets++ Rate
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Quality
Year Ended 10/31:
1998 $ 820,150 .78% 5.31% 7%
1997 809,337 .78 5.56 14
1996 798,349 .78 5.71 8
1995 804,221 .78 5.97 11
1994 768,723 .79 5.83 7
Select Quality
Year Ended 10/31:
1998 769,774 .78 5.40 7
1997 759,770 .78 5.59 10
1996 745,059 .78 5.69 13
1995 749,883 .79 5.91 7
1994 707,388 .80 5.89 11
Quality Income
Year Ended 10/31:
1998 1,251,408 .77 5.49 19
1997 1,238,536 .77 5.62 9
1996 1,219,663 .77 5.67 11
1995 1,218,905 .78 5.86 17
1994 1,153,729 .79 5.78 12
Premier Income
Year Ended 10/31:
1998 454,149 .79 5.38 19
1997 448,807 .80 5.57 5
1996 442,153 .81 5.66 8
1995 441,381 .80 5.84 22
1994 416,566 .81 5.66 31
========================================================================================
</TABLE>
S-44
<PAGE>
APPENDIX A
RATINGS OF INVESTMENTS
STANDARD & POOR'S RATINGS GROUP -- A brief description of the applicable
Standard & Poor's Ratings Group ("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.
A-1
<PAGE>
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 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", "CLARK CURBO" 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.
CLARK CURBO The rating "CLARK CURBO" 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
A-2
<PAGE>
has not expired, unless S&P believes that such payments will be made during such
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 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:
A-3
<PAGE>
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.
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, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designation.
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-4
<PAGE>
A commercial paper 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.
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 that 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 that 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 that 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 that 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.
A-5
<PAGE>
B Bonds that 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 that 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.
CA Bonds that 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 that 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: Those bonds in the Aa, A, Baa, Ba, and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa1,
A1, Baa1, Ba1 and B1.
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
broad based 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.
A-6
<PAGE>
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.
-- 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.
A-7
<PAGE>
Appendix B
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
STATEMENT ESTABLISHING AND FIXING THE RIGHTS
AND PREFERENCES OF
MUNICIPAL AUCTION RATE
CUMULATIVE PREFERRED STOCK ("MUNIPREFERRED(R)"),
SERIES TH
Nuveen Select Quality Municipal Fund, Inc., a Minnesota corporation (the
"Corporation"), hereby certifies to the Secretary of State of Minnesota as
follows:
First: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by its amended and restated articles of incorporation, the Board
of Directors has, by resolution duly adopted on December 18, 1998, authorized
the issuance of a series of its authorized Preferred Stock designated as its
Municipal Auction Rate Cumulative Preferred Stock, Series TH.
Second: The rights and preferences of the shares of such series of stock
are as follows:
<PAGE>
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
DEFINITIONS........................................................................... 1
"AA" Composite Commercial Paper Rate......................................... 1
Accountant's Confirmation.................................................... 2
Affiliate.................................................................... 2
Agent Member................................................................. 2
Anticipation Notes........................................................... 2
Applicable Rate.............................................................. 2
Articles..................................................................... 2
Auction...................................................................... 2
Auction Agency Agreement..................................................... 2
Auction Agent................................................................ 2
Auction Date................................................................. 2
Auction Procedures........................................................... 2
Available MuniPreferred...................................................... 3
Benchmark Rate............................................................... 3
Beneficial Owner............................................................. 3
Bid and Bids................................................................. 3
Bidder and Bidders........................................................... 3
Board of Directors........................................................... 3
Broker-Dealer................................................................ 3
Broker-Dealer Agreement...................................................... 3
Business Day................................................................. 3
Code......................................................................... 3
Commercial Paper Dealers..................................................... 3
Common Stock................................................................. 3
Cure Date.................................................................... 3
Date of Original Issue....................................................... 3
Deposit Securities........................................................... 3
Discounted Value............................................................. 4
Dividend Payment Date........................................................ 4
Dividend Period.............................................................. 4
Existing Holder.............................................................. 4
Failure to Deposit........................................................... 4
Federal Tax Rate Increase.................................................... 4
Fund......................................................................... 4
Gross-up Payment............................................................. 5
Holder....................................................................... 5
Hold Order and Hold Orders................................................... 5
Independent Accountant....................................................... 5
Initial Rate Period.......................................................... 5
Interest Equivalent.......................................................... 5
Issue Type Category.......................................................... 5
Kenny Index.................................................................. 5
Late Charge.................................................................. 5
Liquidation Preference....................................................... 5
Market Value................................................................. 5
Maximum Potential Gross-up Payment Liability................................. 5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Maximum Rate......................................................................... 5
Minimum Rate Period.................................................................. 6
Moody's.............................................................................. 6
Moody's Discount Factor.............................................................. 6
Moody's Eligible Asset............................................................... 7
Moody's Exposure Period.............................................................. 7
Moody's Volatility Factor............................................................ 7
MuniPreferred........................................................................ 7
MuniPreferred Basic Maintenance...................................................... 7
MuniPreferred Basic Maintenance Cure Date............................................ 8
MuniPreferred Basic Maintenance Report............................................... 9
municipal obligations................................................................ 9
1940 Act............................................................................. 9
1940 Act Cure Date................................................................... 9
1940 Act MuniPreferred Asset Coverage................................................ 9
Notice of Redemption................................................................. 9
Notice of Special Rate Period........................................................ 9
Order................................................................................ 9
Original Issue Insurance............................................................. 9
Other Issues......................................................................... 9
Outstanding.......................................................................... 9
Permanent Insurance.................................................................. 9
Person............................................................................... 10
Portfolio Insurance.................................................................. 10
Potential Beneficial Owner........................................................... 10
Potential Holder..................................................................... 10
Preferred Stock...................................................................... 10
Quarterly Valuation Date............................................................. 10
Rate Multiple........................................................................ 10
Rate Period.......................................................................... 10
Rate Period Days..................................................................... 10
Receivables for Municipal Obligations Sold........................................... 10
Redemption Price..................................................................... 10
Reference Rate....................................................................... 11
Registration Statement............................................................... 11
S&P.................................................................................. 11
S&P Discount......................................................................... 11
S&P Eligible Asset................................................................... 11
S&P Exposure Period.................................................................. 11
S&P Volatility Factor................................................................ 11
Secondary Market Insurance........................................................... 11
Securities Depository................................................................ 11
Sell Order and Sell Orders........................................................... 11
Special Rate Period.................................................................. 11
Special Redemption Provisions........................................................ 11
Submission Deadline.................................................................. 11
Submitted Bid and Submitted Bids..................................................... 12
Submitted Hold Order and Submitted Hold Orders....................................... 12
Submitted Order and Submitted Orders................................................. 12
Submitted Sell Order and Submitted Sell Orders....................................... 12
Subsequent Rate Period............................................................... 12
Substitute Commercial Paper Dealer................................................... 12
Substitute U.S. Government Securities Dealer......................................... 12
Sufficient Clearing Bids............................................................. 12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Taxable Allocation................................................................. 12
Taxable Income..................................................................... 12
Taxable Equivalent of the Short-Term Municipal Bond Rate........................... 12
Treasury Bill...................................................................... 13
Treasury Bill Rate................................................................. 13
Treasury Note...................................................................... 13
Treasury Note Rate................................................................. 13
U.S. Government Securities Dealer.................................................. 14
Valuation Date..................................................................... 14
Volatility Factor.................................................................. 14
Voting Period...................................................................... 14
Winning Bid Rate................................................................... 14
PART I............................................................................. 15
1. Number of Authorized Shares................................................ 15
2. Dividends.................................................................. 15
(a) Ranking........................................................... 15
(b) Cumulative Cash Dividends......................................... 15
(c) Dividends Cumulative From Date of Original Issue.................. 15
(d) Dividend Payment Dates and Adjustment Thereof..................... 15
(e) Dividend Rates and Calculation of Dividends....................... 16
Dividend Rates.................................................... 16
Calculation of Dividends.......................................... 18
(f) Curing a Failure to Deposit....................................... 18
(g) Dividend Payments by Fund to Auction Agent........................ 18
(h) Auction Agent as Trustee of Dividend Payments by Fund............. 18
(i) Dividends Paid to Holders......................................... 18
(j) Dividends Credited Against Earliest Accumulated But Unpaid
Dividend........................................................ 18
(k) Dividends Designated as Exempt-Interest Dividends................. 18
3. Gross-up Payments.......................................................... 19
(a) Minimum Rate Periods and Special Rate Periods of 28 Rate Period
Days or Fewer.....................................................19
(b) Special Rate Periods of More Than 28 Rate Period Days............. 19
(c) No Gross-up Payments In the Event of a Reallocation............... 19
4. Designation of Special Rate Periods........................................ 19
(a) Length of and Preconditions for Special Rate Period............... 19
(b) Adjustment of Length of Special Rate Period....................... 20
(c) Notice of Proposed Special Rate Period............................ 20
(d) Notice of Special Rate Period..................................... 20
(e) Failure to Deliver Notice of Special Rate Period.................. 21
5. Voting Rights.............................................................. 21
(a) One Vote Per Share of MuniPreferred............................... 21
(b) Voting For Additional Directors................................... 22
Voting Period..................................................... 22
Notice of Special Meeting......................................... 22
Terms of Office of Existing Directors............................. 22
Terms of Office of Certain Directors to Terminate Upon
Termination of Voting Period.................................... 22
(c) Holders of MuniPreferred To Vote On Certain Other Matters......... 23
Increases in Capitalization....................................... 23
1940 Act Matters.................................................. 23
(d) Board May Take Certain Actions Without Shareholder Approval....... 24
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(e) Voting Rights Set Forth Herein Are Sole Voting Rights........... 25
(f) No Preemptive Rights or Cumulative Voting....................... 25
(g) Voting for Directors Sole Remedy for Fund's Failure
to Pay Dividends.............................................. 25
(h) Holders Entitled to Vote........................................ 25
6. 1940 Act MuniPreferred Asset Coverage............................... 25
7. MuniPreferred Basic Maintenance Amount.............................. 25
8. [RESERVED]
9. Restrictions on Dividends and Other Distributions................... 27
(a) Dividends on Preferred Stock Other Than MuniPreferred..... 27
(b) Dividends and Other Distributions With Respect
to Common Stock Under the 1940 Act...................... 27
(c) Other Restrictions On Dividends and Other
Distributions........................................... 27
10. Rating Agency Restrictions.......................................... 28
11. Redemption.......................................................... 29
(a) Optional Redemption....................................... 29
(b) Mandatory Redemption...................................... 30
(c) Notice of Redemption...................................... 31
(d) No Redemption Under Certain Circumstances................. 31
(e) Absence of Funds Available for Redemption................. 31
(f) Auction Agent as Trustee of Redemption Payments
by Fund................................................. 31
(g) Shares for Which Notice of Redemption Has Been
Given Are No Longer Outstanding......................... 32
(h) Compliance With Applicable Law............................ 32
(i) Only Whole Shares of MuniPreferred May Be Redeemed........ 32
12. Liquidation Rights.................................................. 32
(a) Ranking................................................... 32
(b) Distributions Upon Liquidation............................ 32
(c) Pro Rata Distributions.................................... 33
(d) Rights of Junior Stock.................................... 33
(e) Certain Events Not Constituting Liquidation............... 33
13. Miscellaneous....................................................... 33
(a) Amendment of Appendix A to Add Additional Series.......... 33
(b) Appendix A Incorporated By Reference...................... 33
(c) No Fractional Shares...................................... 33
(d) Status of Shares of MuniPreferred Redeemed, Exchanged or
Otherwise Acquired by the Fund.......................... 33
(e) Board May Resolve Ambiguities............................. 34
(f) Headings Not Determinative................................ 34
(g) Notices................................................... 34
PART II..................................................................... 35
1. Orders.............................................................. 35
2. Submission of Orders by Broker-Dealers to Auction Agent............. 36
3. Determination of Sufficient Clearing Bids, Winning Bid Rate
and Applicable Rate............................................... 38
4. Acceptance and Rejection of Submitted Bids and Submitted
Sell Orders and Allocation of Shares.............................. 39
5. Notification of Allocations......................................... 42
6. Auction Agent....................................................... 42
7. Transfer of Shares of MuniPreferred................................. 42
8. Global Certificate.................................................. 43
Appendix A.................................................................. A-1
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Section 1 Designation As To Series................................... A-1
Section 2 Number of Authorized Shares Per Series..................... A-2
Section 3 Exceptions to Certain Definitions.......................... A-2
Section 4 Certain Definitions........................................ A-2
Section 5 Initial Rate Periods....................................... A-6
Section 6 Date for Purposes of Paragraph (yyy) Contained
Under the Heading "Definitions" in this Statement........ A-7
Section 7 Party Named for Purposes of the Definition of
"Rate Multiple" in this Statement........................ A-7
Section 8 Additional Definitions..................................... A-7
Section 9 Dividend Payment Dates..................................... A-7
Section 10 Amount for Purposes of Subparagraph (c)(i) of
Section 5 of Part I of this Statement.................... A-7
Section 11 Redemption Provisions Applicable to Initial Rate
Periods.................................................. A-7
Section 12 Applicable Rate for Purposes of Subparagraph(b)(iii)
of Section 3 of Part II of this Statement................ A-7
</TABLE>
<PAGE>
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC., a Minnesota corporation (the
"Fund"), certifies to the Secretary of State of the State of Minnesota that:
First: Pursuant to authority expressly vested in the Board of Directors
of the Fund by Article FIFTH of the Fund's Articles of Incorporation, as amended
(which, as hereafter restated or amended from time to time are, together with
this Statement, herein called the "Articles"), the Board of Directors has, by
resolution, authorized the issuance of shares of the Fund's authorized Preferred
Stock, par value $.01 per share, liquidation preference $25,000 per share,
having such designation or designations as to series as is set forth in Section
1 of APPENDIX A hereto and such number of shares per such series as is set forth
in Section 2 of APPENDIX A hereto.
Second: The preferences, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption, of the shares
of each series of MuniPreferred described in Section 1 of APPENDIX A hereto are
as follows (each such series being referred to herein as a series of
MuniPreferred, and shares of all such series being referred to herein
individually as a share of MuniPreferred and collectively as shares of
MuniPreferred):
DEFINITIONS
Except as otherwise specifically provided in Section 3 of APPENDIX A
hereto, as used in Parts I and II of this Statement, the following terms shall
have the following meanings (with terms defined in the singular having
comparable meanings when used in the plural and vice versa), unless the context
otherwise requires:
(a) ""AA" COMPOSITE COMMERCIAL PAPER RATE," on any date for any
Rate Period of shares of a series of MuniPreferred, shall mean (i) (A)
in the case of any Minimum Rate Period or any Special Rate Period of
fewer than 49 Rate Period Days, the interest equivalent of the 30-day
rate; PROVIDED, HOWEVER) that if such Rate Period is a Minimum Rate
Period and the "AA" Composite Commercial Paper Rate is being used to
determine the Applicable Rate for shares of such series when all of the
Outstanding shares of such series are subject to Submitted Hold orders,
then the interest equivalent of the seven-day rate, and (B) in the case
of any Special Rate Period of (1) 49 or more but fewer than 70 Rate
Period Days, the interest equivalent of the 60-day rate; (2) 70 or more
but fewer than 85 Rate Period Days, the arithmetic average of the
interest equivalent of the 60-day and 90-day rates; (3) 85 or more but
fewer than 99 Rate Period Days, the interest equivalent of the 90-day
rate; (4) 99 or more but fewer than 120 Rate Period Days, the arithmetic
average of the interest equivalent of the 90-day and 120-day rates; (5)
120 or more but fewer than 141 Rate Period Days, the interest equivalent
of the 120-day rate; (6) 141 or more but fewer than 162 Rate Period
Days, the arithmetic average of the 120-day and 180-day rates; and (7)
162 or more but fewer than 183 Rate Period Days, the interest equivalent
of the 180-day rate, in each case on commercial paper placed on behalf
of issuers whose corporate bonds are rated "AA" by S&P or the equivalent
of such rating by S&P or another rating agency, as made available on a
discount basis or otherwise by the Federal Reserve Bank of New York for
the Business Day next preceding such date; or (ii) in the event that the
Federal Reserve Bank of New York does not make available any such rate,
then the arithmetic average of such rates, as quoted on a discount basis
or otherwise, by the Commercial Paper Dealers to the Auction Agent for
the close of business on the Business Day next preceding such date. If
any Commercial Paper Dealer does not quote a rate required to determine
the "AA" Composite Commercial Paper Rate, the "AA" Composite Commercial
Paper Rate shall be determined on the basis of the quotation or
quotations furnished by the remaining Commercial Paper Dealer or
Commercial Paper Dealers and any Substitute Commercial Paper Dealer or
Substitute Commercial Paper Dealers selected by the Fund to provide such
rate or rates not being supplied by any Commercial Paper Dealer or
Commercial Paper Dealers, as the case may be, or, if the Fund does not
select any such Substitute
<PAGE>
Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the
remaining Commercial Paper Dealer or Commercial Paper Dealers. For
purposes of this definition, the "interest equivalent" of a rate stated
on a discount basis (a "discount rate") for commercial paper of a given
days' maturity shall be equal to the quotient (rounded upwards to the
next higher one-thousandth (.001) of 1%) of (A) the discount rate
divided by (B) the difference between (x) 1.00 and (y) a fraction the
numerator of which shall be the product of the discount rate times the
number of days in which such commercial paper matures and the
denominator of which shall be 360.
(b) "ACCOUNTANT'S CONFIRMATION" shall have the meaning specified
in paragraph (c) of Section 7 of Part I of this Statement.
(c) "AFFILIATE" shall mean, for purposes of the definition of
"Outstanding," any Person known to the Auction Agent to be controlled
by, in control of or under common control with the Fund; PROVIDED,
HOWEVER, that no Broker-Dealer controlled by, in control of or under
common control with the Fund shall be deemed to be an Affiliate nor
shall any corporation or any Person controlled by, in control of or
under common control with such corporation one of the directors,
trustees or executive officers of which is a director of the Fund be
deemed to be an Affiliate solely because such director, trustee or
executive officer is also a director of the Fund.
(d) "AGENT MEMBER" shall mean a member of or participant in the
Securities Depository that will act on behalf of a Bidder.
(e) "ANTICIPATION NOTES" shall mean Tax Anticipation Notes
(TANs), Revenue Anticipation Notes (RANs), Tax and Revenue Anticipation
Notes (TRANs), Grant Anticipation Notes (GANs) that are rated by S&P and
Bond Anticipation Notes (BANs) that are rated by S&P.
(f) "APPLICABLE RATE" shall have the meaning specified in
subparagraph (e)(i) of Section 2 of Part I of this Statement.
(g) "ARTICLES" shall have the meaning specified on the first
page of this Statement.
(h) "AUCTION" shall mean each periodic implementation of the
Auction Procedures.
(i) "AUCTION AGENCY AGREEMENT" shall mean the agreement between
the Fund and the Auction Agent which provides, among other things, that
the Auction Agent will follow the Auction Procedures for purposes of
determining the Applicable Rate for shares of a series of MuniPreferred
so long as the Applicable Rate for shares of such series is to be based
on the results of an Auction.
(j) "AUCTION AGENT" shall mean the entity appointed as such by a
resolution of the Board of Directors in accordance with Section 6 of
Part II of this Statement.
(k) "AUCTION DATE," with respect to any Rate Period, shall mean
the Business Day next preceding the first day of such Rate Period.
(l) "AUCTION PROCEDURES" shall mean the procedures for
conducting Auctions set forth in Part II of this Statement.
(m) "AVAILABLE MUNIPREFERRED" shall have the meaning specified
in paragraph (a) of Section 3 of Part II of this Statement.
<PAGE>
(n) "BENCHMARK RATE" shall have the meaning specified in Section
12 of APPENDIX A hereto.
(o) "BENEFICIAL OWNER," with respect to shares of a series of
MuniPreferred, means a customer of a Broker-Dealer who is listed on the
records of that Broker-Dealer (or, if applicable, the Auction Agent) as
a holder of shares of such series.
(p) "BID" and "BIDS" shall have the respective meanings
specified in paragraph (a) of Section 1 of Part II of this Statement.
(q) "BIDDER" and "BIDDERS" shall have the respective meanings
specified in paragraph (a) of Section 1 of Part II of this Statement;
PROVIDED, HOWEVER, that neither the Fund nor any affiliate thereof shall
be permitted to be a Bidder in an Auction, except that any Broker-Dealer
that is an affiliate of the Fund may be a Bidder in an Auction, but only
if the Orders placed by such Broker-Dealer are not for its own account.
(r) "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Fund or any duly authorized committee thereof.
(s) "BROKER-DEALER" shall mean any broker-dealer, commercial
bank or other entity permitted by law to perform the functions required
of a Broker-Dealer in Part II of this Statement, that is a member of, or
a participant in, the Securities Depository or is an affiliate of such
member or participant, has been selected by the Fund and has entered
into a Broker-Dealer Agreement that remains effective.
(t) "BROKER-DEALER AGREEMENT" shall mean an agreement among the
Fund, the Auction Agent and a Broker-Dealer pursuant to which such
Broker-Dealer agrees to follow the procedures specified in Part II of
this Statement.
(u) "BUSINESS DAY" shall mean a day on which the New York Stock
Exchange is open for trading and which is neither a Saturday, Sunday nor
any other day on which banks in The City of New York, New York, are
authorized by law to close.
(v) "CODE" means the Internal Revenue Code of 1986, as amended.
(w) "COMMERCIAL PAPER DEALERS" shall mean Lehman Commercial
Paper Incorporated, Goldman, Sachs & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated or, in lieu of any thereof, their respective
affiliates or successors, if such entity is a commercial paper dealer.
(x) "COMMON STOCK" shall mean the common stock, par value $.01
per share, of the Fund.
(y) "CURE DATE" shall mean the MuniPreferred Basic Maintenance
Cure Date or the 1940 Act Cure Date, as the case may be.
(z) "DATE OF ORIGINAL ISSUE," with respect to shares of a series
of MuniPreferred, shall mean the date on which the Fund initially issued
such shares.
(aa) "DEPOSIT SECURITIES" shall mean cash and Municipal
obligations rated at least A-1+ or SP-1+ by S&P, except that, for
purposes of subparagraph (a)(v) of Section 11 of Part I of this
Statement, such Municipal Obligations shall be considered "Deposit
Securities" only if they are also rated P-1, MIG-1 or VMIG-l by Moody's.
<PAGE>
(bb) "DISCOUNTED VALUE," as of any Valuation Date, shall mean,
(i) with respect to an S&P Eligible Asset, the quotient of the Market
Value thereof divided by the applicable S&P Discount Factor and (ii) (a)
with respect to a Moody's Eligible Asset that is not currently callable
as of such Valuation Date at the option of the issuer thereof, the
quotient of the Market Value thereof divided by the applicable Moody's
Discount Factor, or (b) with respect to a Moody's Eligible Asset that is
currently callable as of such Valuation Date at the option of the issuer
thereof, the quotient of (1) the lesser of the Market Value or call
price thereof, including any call premium, divided by (2) the applicable
Moody's Discount Factor.
(cc) [RESERVED]
(dd) [RESERVED]
(ee) "DIVIDEND PAYMENT DATE," with respect to shares of a series
of MuniPreferred, shall mean any date on which dividends are payable on
shares of such series pursuant to the provisions of paragraph (d) of
Section 2 of Part I of this Statement.
(ff) "DIVIDEND PERIOD," with respect to shares of a series of
MuniPreferred, shall mean the period from and including the Date of
Original Issue of shares of such series to but excluding the initial
Dividend Payment Date for shares of such series and any period
thereafter from and including one Dividend Payment Date for shares of
such series to but excluding the next succeeding Dividend Payment Date
for shares of such series.
(gg) "EXISTING HOLDER," with respect to shares of a series of
MuniPreferred, shall mean a Broker-Dealer (or any such other Person as
may be permitted by the Fund) that is listed on the records of the
Auction Agent as a holder of shares of such series.
(hh) "FAILURE TO DEPOSIT," with respect to shares of a series of
MuniPreferred, shall mean a failure by the Fund to pay to the Auction
Agent, not later than 12:00 noon, New York City time, (A) on the
Business Day next preceding any Dividend Payment Date for shares of such
series, in funds available on such Dividend Payment Date in The City of
New York, New York, the full amount of any dividend (whether or not
earned or declared) to be paid on such Dividend Payment Date on any
share of such series or (B) on the Business Day next preceding any
redemption date in funds available on such redemption date for shares of
such series in The City of New York, New York, the Redemption Price to
be paid on such redemption date for any share of such series after
notice of redemption is mailed pursuant to paragraph (c) of Section 11
of Part I of this Statement; PROVIDED, HOWEVER, that the foregoing
clause (B) shall not apply to the Fund's failure to pay the Redemption
Price in respect of shares of MuniPreferred when the related Notice of
Redemption provides that redemption of such shares is subject to one or
more conditions precedent and any such condition precedent shall not
have been satisfied at the time or times and in the manner specified in
such Notice of Redemption.
(ii) "FEDERAL TAX RATE INCREASE" shall have the meaning
specified in the definition of "Moody's Volatility Factor."
(jj) "FUND" shall mean the entity named on the first page of
this Statement, which is the issuer of the shares of MuniPreferred.
(kk) "GROSS-UP PAYMENT" shall have the meaning specified in
Section 4 of APPENDIX A hereto.
<PAGE>
(ll) "HOLDER," with respect to shares of a series of
MuniPreferred shall mean the registered holder of such shares as the
same appears on the stock books of the Fund.
(mm) "HOLD ORDER" and "HOLD ORDERS" shall have the respective
meanings specified in paragraph (a) of Section 1 of Part II of this
statement.
(nn) "INDEPENDENT ACCOUNTANT" shall mean a nationally recognized
accountant, or firm of accountants, that is with respect to the Fund an
independent public accountant or firm of independent public accountants
under the Securities Act of 1933, as amended from time to time.
(oo) "INITIAL RATE PERIOD," with respect to shares of a series
of MuniPreferred, shall have the meaning specified with respect to
shares of such series in Section 5 of APPENDIX A hereto.
(pp) "INTEREST EQUIVALENT" means a yield on a 360-day basis of a
discount basis security which is equal to the yield on an equivalent
interest-bearing security.
(qq) "ISSUE TYPE CATEGORY," if defined in Section 4 of APPENDIX
A hereto, shall have the meaning specified in that section.
(rr) "KENNY INDEX" shall have the meaning specified in the
definition of "Taxable Equivalent of the Short-Term Municipal Bond
Rate."
(ss) "LATE CHARGE" shall have the meaning specified in
subparagraph (e)(1)(B) of Section 2 of Part I of this Statement.
(tt) "LIQUIDATION PREFERENCE," with respect to a given number of
shares of MuniPreferred, means $25,000 times that number.
(uu) "MARKET VALUE" of any asset of the Fund shall mean the
market value thereof determined by the pricing service designated from
time to time by the Board of Directors. Market Value of any asset shall
include any interest accrued thereon. The pricing service values
portfolio securities at the mean between the quoted bid and asked price
or the yield equivalent when quotations are readily available.
Securities for which quotations are not readily available are valued at
fair value as determined by the pricing service using methods which
include consideration of: yields or prices of municipal bonds of
comparable quality, type of issue, coupon, maturity and rating;
indications as to value from dealers; and general market conditions. The
pricing service may employ electronic data processing techniques or a
matrix system, or both, to determine valuations.
(vv) "MAXIMUM POTENTIAL GROSS-UP PAYMENT LIABILITY," as of any
Valuation Date, shall mean the aggregate amount of Gross-up Payments
that would be due if the Fund were to make Taxable Allocations, with
respect to any taxable year, estimated based upon dividends paid and the
amount of undistributed realized net capital gains and other taxable
income earned by the Fund, as of the end of the calendar month
immediately preceding such Valuation Date, and assuming such Gross-up
Payments are fully taxable.
(ww) "MAXIMUM RATE," for shares of a series of MuniPreferred on
any Auction Date for shares of such series, shall mean:
(i) in the case of any Auction Date which is not the
Auction Date immediately prior to the first day of any proposed
Special Rate Period designated by the Fund pursuant to Section 4
of Part I of this Statement, the product of (A) the Reference
<PAGE>
Rate on such Auction Date for the-next Rate Period of shares of
such series and (B) the Rate Multiple on such Auction Date,
unless shares of such series have or had a Special Rate Period
(other than a Special Rate Period of 28 Rate Period Days or
fewer) and an Auction at which Sufficient Clearing Bids existed
has not yet occurred for a Minimum Rate Period of shares of such
series after such Special Rate Period, in which case the higher
of:
(A) the dividend rate on shares of such series
for the then-ending Rate Period; and
(B) the product of (1) the higher of (x) the
Reference Rate on such Auction Date for a Rate Period
equal in length to the then-ending Rate Period of shares
of such series, if such then-ending Rate Period was 364
Rate Period Days or fewer, or the Treasury Note Rate on
such Auction Date for a Rate Period equal in length to
the then-ending Rate Period of shares of such series, if
such then-ending Rate Period was more than 364 Rate
Period Days, and (y) the Reference Rate on such Auction
Date for a Rate Period equal in length to such Special
Rate Period of shares of such series, if such Special
Rate Period was 364 Rate Period Days or fewer, or the
Treasury Note Rate on such Auction Date for a Rate
Period equal in length to such Special Rate Period, if
such Special Rate Period was more than 364 Rate Period
Days and (2) the Rate Multiple on such Auction Date; or
(ii) in the case of any Auction Date which is the
Auction Date immediately prior to the first day of any proposed
Special Rate Period designated by the Fund pursuant to Section 4
of Part I of this Statement, the product of (A) the highest of
(1) the Reference Rate on such Auction Date for a Rate Period
equal in length to the then-ending Rate Period of shares of such
series, if such then-ending Rate Period was 364 Rate Period Days
or fewer, or the Treasury Note Rate on such Auction Date for a
Rate Period equal in length to the then-ending Rate Period of
shares of such series, if such then-ending Rate Period was more
than 364 Rate Period Days, (2) the Reference Rate on such
Auction Date for the Special Rate Period for which the Auction
is being held if such Special Rate Period is 364 Rate Period
Days or fewer or the Treasury Note Rate on such Auction Date for
the Special Rate Period for which the Auction is being held if
such Special Rate Period is more than 364 Rate Period Days, and
(3) the Reference Rate on such Auction Date for Minimum Rate
Periods and (B) the Rate Multiple on such Auction Date.
(xx) (RESERVED]
(yy) "MINIMUM RATE PERIOD" shall mean any Rate Period consisting
of 7 Rate Period Days.
(zz) "MOODY'S" shall mean Moody's Investors Service, Inc., a
Delaware corporation, and its successors.
(aaa) "MOODY'S DISCOUNT FACTOR" shall have the meaning specified
in Section 4 of APPENDIX A hereto.
<PAGE>
(bbb) "MOODY'S ELIGIBLE ASSET" shall have the meaning specified in
Section 4 of APPENDIX A hereto.
(ccc) "MOODY'S EXPOSURE PERIOD" shall mean the period commencing on a
given Valuation Date and ending 56 days thereafter.
(ddd) "MOODY'S VOLATILITY FACTOR" shall mean, as of any Valuation
Date, (i) in the case of any Minimum Rate Period, any Special Rate Period of 28
Rate Period Days or fewer, or any Special Rate Period of 57 Rate Period Days or
more, a multiplicative factor equal to 275%, except as otherwise provided in the
last sentence of this definition; (ii) in the case of any Special Rate Period of
more than 28 but fewer than 36 Rate Period Days, a multiplicative factor equal
to 203%; (iii) in the case of any Special Rate Period of more than 35 but fewer
than 43 Rate Period Days, a multiplicative factor equal to 217%; (iv) in the
case of any Special Rate Period of more than 42 but fewer than 50 Rate Period
Days, a multiplicative factor equal to 226%; and (v) in the case of any Special
Rate Period of more than 49 but fewer than 57 Rate Period Days, a multiplicative
factor equal to 235%. If, as a result of the enactment of changes to the Code,
the greater of the maximum marginal Federal individual income tax rate
applicable to ordinary income and the maximum marginal Federal corporate income
tax rate applicable to ordinary income will increase, such increase being
rounded up to the next five percentage points (the "Federal Tax Rate Increase"),
until the effective date of such increase, the Moody's Volatility Factor in the
case of any Rate Period described in (i) above in this definition instead shall
be determined by reference to the following table:
<TABLE>
<CAPTION>
FEDERAL VOLATILITY
TAX RATE INCREASE FACTOR
----------------- ----------
<S> <C> <C>
5% 295%
10% 317%
15% 341%
20% 369%
25% 400%
30% 436%
35% 477%
40% 525%
</TABLE>
(eee) "MUNIPREFERRED" shall have the meaning set forth on the first
page of this Statement.
(fff) "MUNIPREFERRED BASIC MAINTENANCE AMOUNT," as of any Valuation
Date, shall mean the dollar amount equal to the sum of (i)(A) the product of the
number of shares of MuniPreferred outstanding on such date multiplied by $25,000
(plus the product of the number of shares of any other series of Preferred Stock
outstanding on such date multiplied by the liquidation preference of such
shares), plus any redemption premium applicable to shares of MuniPreferred (or
other Preferred Stock) then subject to redemption; (B) the aggregate amount of
dividends that will have accumulated at the respective Applicable Rates (whether
or not earned or declared) to (but not including) the first respective Dividend
Payment Dates for shares of MuniPreferred outstanding that follow such Valuation
Date (plus the aggregate amount of dividends, whether or not earned or declared,
that will have accumulated in respect of other outstanding shares of Preferred
Stock to, but not including, the first respective dividend payment dates for
such other shares that follow such Valuation Date); (C) the aggregate amount of
dividends that would accumulate on shares of each series of MuniPreferred
outstanding from
<PAGE>
such first respective Dividend Payment Date therefor through the 56th day after
such Valuation Date, at the Maximum Rate (calculated as if such Valuation Date
were the Auction Date for the Rate Period commencing on such Dividend Payment
Date) for a Minimum Rate Period of shares of such series to commence on such
Dividend Payment Date, assuming, solely for purposes of the foregoing, that if
on such Valuation Date the Fund shall have delivered a Notice of Special Rate
Period to the Auction Agent pursuant to Section 4(d)(i) of this Part I with
respect to shares of such series, such Maximum Rate shall be the higher of (a)
the Maximum Rate for the Special Rate Period of shares of such series to
commence on such Dividend Payment Date and (b) the Maximum Rate for a Minimum
Rate Period of shares of such series to commence on such Dividend Payment Date,
multiplied by the Volatility Factor applicable to a Minimum Rate Period, or, in
the event the Fund shall have delivered a Notice of Special Rate Period to the
Auction Agent pursuant to Section 4(d)(i) of this Part I with respect to shares
of such series designating a Special Rate Period consisting of 56 Rate Period
Days or more, the Volatility Factor applicable to a Special Rate Period of that
length (plus the aggregate amount of dividends that would accumulate at the
maximum dividend rate or rates on any other shares of Preferred Stock
outstanding from such respective dividend payment dates through the 56th day
after such Valuation Date, as established by or pursuant to the respective
statements establishing and fixing the rights and preferences of such other
shares of Preferred Stock) (except that (1) if such Valuation Date occurs at a
time when a Failure to Deposit (or, in the case of shares of Preferred Stock
other than MuniPreferred, a failure similar to a Failure to Deposit) has
occurred that has not been cured, the dividend for purposes of calculation would
accumulate at the current dividend rate then applicable to the shares in respect
of which such failure has occurred and (2) for those days during the period
described in this subparagraph (C) in respect of which the Applicable Rate in
effect immediately prior to such Dividend Payment Date will remain in effect
(or, in the case of shares of Preferred Stock other than MuniPreferred, in
respect of which the dividend rate or rates in effect immediately prior to such
respective dividend payment dates will remain in effect), the dividend for
purposes of calculation would accumulate at such Applicable Rate (or other rate
or rates, as the case may be) in respect of those days); (D) the amount of
anticipated expenses of the Fund for the 90 days subsequent to such Valuation
Date; (E) the amount of the Fund's Maximum Potential Gross-up Payment Liability
in respect of shares of MuniPreferred (and similar amounts payable in respect of
other shares of Preferred Stock pursuant to provisions similar to those
contained in Section 3 of Part I of this Statement) as of such Valuation Date;
and (F) any current liabilities as of such Valuation Date to the extent not
reflected in any of (i)(A) through (i)(E) (including, without limitation, any
payables for Municipal Obligations purchased as of such Valuation Date and any
liabilities incurred for the purpose of clearing securities transactions) less
(ii) the value (i.e., for purposes of current Moody's guidelines, the face value
of cash, short-term Municipal Obligations rated MIG-1, VMIG-1 or P-1, and short-
term securities that are the direct obligation of the U.S. government, provided
in each case that such securities mature on or prior to the date upon which any
of (i)(A) through (i)(F) become payable, otherwise the Moody's Discounted Value)
of any of the Fund's assets irrevocably deposited by the Fund for the payment of
any of (i)(A) through (i)(F).
(ggg) "MUNIPREFERRED BASIC MAINTENANCE CURE DATE," with respect to the
failure by the Fund to satisfy the MuniPreferred Basic Maintenance Amount (as
required by paragraph (a) of Section 7 of Part I of this Statement) as of a
given Valuation Date, shall mean the seventh Business Day following such
Valuation Date.
(hhh) "MUNIPREFERRED BASIC MAINTENANCE REPORT" shall mean a report
signed by the President, Treasurer or any Senior Vice President or Vice
President of the Fund which sets forth, as of the related Valuation Date, the
assets of the Fund, the Market Value and the Discounted Value thereof (seriatim
and in aggregate), and the MuniPreferred Basic Maintenance Amount.
<PAGE>
(iii) "MUNICIPAL OBLIGATIONS" shall mean "Municipal Obligations" as
defined in the Fund's registration statement on Form N-2 on file with the
Securities and Exchange Commission, as such registration statement may be
amended from time to time (the "Registration Statement").
(jjj) "1940 ACT" shall mean the Investment Company Act of 1940, as
amended from time to time.
(kkk) "1940 ACT CURE DATE," with respect to the failure by the Fund to
maintain the 1940 Act MuniPreferred Asset Coverage (as required by Section 6 of
Part I of this Statement) as of the last Business Day of each month, shall mean
the last Business Day of the following month.
(lll) "1940 ACT MUNIPREFERRED ASSET COVERAGE" shall mean asset
coverage, as defined in section 18(h) of the 1940 Act, of at least 200% with
respect to all outstanding senior securities of the Fund which are stock,
including all outstanding shares of MuniPreferred (or such other asset coverage
as may in the future be specified in or under the 1940 Act as the minimum asset
coverage for senior securities which are stock of a closed-end investment
company as a condition of declaring dividends on its common stock).
(mmm) "NOTICE OF REDEMPTION" shall mean any notice with respect to the
redemption of shares of MuniPreferred pursuant to paragraph (c) of Section 11 of
Part I of this Statement.
(nnn) "NOTICE OF SPECIAL RATE PERIOD" shall mean any notice with
respect to a Special Rate Period of shares of MuniPreferred pursuant to
subparagraph (d)(i) of Section 4 of Part I of this Statement.
(ooo) "ORDER" and "ORDERS" shall have the respective meanings
specified in paragraph (a) of Section 1 of Part II of this Statement.
(ppp) "ORIGINAL ISSUE INSURANCE", if defined in Section 4 of APPENDIX
A hereto, shall have the meaning specified in that section.
(qqq) "OTHER ISSUES," if defined in Section 4 of APPENDIX A hereto,
shall have the meaning specified in that section.
(rrr) "OUTSTANDING" shall mean, as of any Auction Date with respect to
shares of a series of MuniPreferred, the number of shares of such series
theretofore issued by the Fund except, without duplication, (i) any shares of
such series theretofore cancelled or delivered to the Auction Agent for
cancellation or redeemed by the Fund, (ii) any shares of such series as to which
the Fund or any Affiliate thereof shall be an Existing Holder and (iii) any
shares of such series represented by any certificate in lieu of which a new
certificate has been executed and delivered by the Fund.
(sss) "PERMANENT INSURANCE," if defined in Section 4 of APPENDIX A
hereto, shall have the meaning specified in that section.
(ttt) "PERSON" shall mean and include an individual, a partnership, a
corporation, a trust, an unincorporated association, a joint venture or other
entity or a government or any agency or political subdivision thereof.
(uuu) "PORTFOLIO INSURANCE," if defined in Section 4 of APPENDIX A
hereto, shall have the meaning specified in that section.
<PAGE>
(vvv) "POTENTIAL BENEFICIAL OWNER," with respect to shares of a
series of MuniPreferred, shall mean a customer of a Broker-Dealer that is not a
Beneficial Owner of shares of such series but that wishes to purchase shares of
such series, or that is a Beneficial owner of shares of such series that wishes
to purchase additional shares of such series.
(www) "POTENTIAL HOLDER," with respect to shares of a series of
MuniPreferred, shall mean a Broker-Dealer (or any such other person as may be
permitted by the Fund) that is not an Existing Holder of shares of such series
or that is an Existing Holder of shares of such series that wishes to become the
Existing Holder of additional shares of such series.
(xxx) "PREFERRED STOCK" shall mean the preferred stock of the Fund,
and includes the shares of MuniPreferred.
(yyy) "QUARTERLY VALUATION DATE" shall mean the last Business Day of
each February, May, August and November of each year, commencing on the date set
forth in Section 6 of APPENDIX A hereto.
(zzz) "RATE MULTIPLE" shall have the meaning specified in Section 4 of
APPENDIX A hereto.
(aaaa) "RATE PERIOD," with respect to shares of a series of
MuniPreferred, shall mean the Initial Rate Period of shares of such series and
any Subsequent Rate Period, including any Special Rate Period, of shares of such
series.
(bbbb) "RATE PERIOD DAYS," for any Rate Period or Dividend Period,
means the number of days that would constitute such Rate Period or Dividend
Period but for the application of paragraph (d) of Section 2 of Part I of this
Statement or paragraph (b) of Section 4 of Part I of this Statement.
(cccc) "RECEIVABLES FOR MUNICIPAL OBLIGATIONS SOLD" shall mean (A) for
purposes of calculation of Moody's Eligible Assets as of any Valuation Date, no
more than the aggregate of the following: (i) the book value of receivables for
Municipal Obligations sold as of or prior to such Valuation Date if such
receivables are due within five business days of such Valuation Date, and if the
trades which generated such receivables are (x) settled through clearing house
firms with respect to which the Fund has received prior written authorization
from Moody's or (y) with counterparties having a Moody's long-term debt rating
of at least Baa3; and (ii) the Moody's Discounted Value of Municipal Obligations
sold as of or prior to such Valuation Date which generated receivables, if such
receivables are due within five business days of such Valuation Date but do not
comply with either of the conditions specified in (i) above, and (B) for
purposes of calculation of S&P Eligible Assets as of any Valuation Date, the
book value of receivables for Municipal Obligations sold as of or prior to such
Valuation Date if such receivables are due within five business days of such
Valuation Date.
(dddd) "REDEMPTION PRICE" shall mean the applicable redemption price
specified in paragraph (a) or (b) of Section 11 of Part I of this Statement.
(eeee) "REFERENCE RATE" shall mean (i) the higher of the Taxable
Equivalent of the Short-Term Municipal Bond Rate and the "AA" Composite
Commercial Paper Rate in the case of Minimum Rate Periods and Special Rate
Periods of 28 Rate Period Days or fewer; (ii) the "AA" Composite Commercial
Paper Rate in the case of Special Rate Periods of more than 28 Rate Period Days
but fewer than 183 Rate Period Days; and (iii) the Treasury Bill Rate in the
case of Special Rate Periods of more than 182 Rate Period Days but fewer than
365 Rate Period Days.
<PAGE>
(ffff) "REGISTRATION STATEMENT" has the meaning specified in the
definition of "Municipal obligations."
(gggg) "S&P" shall mean Standard & Poor's Corporation, a New York
corporation, and its successors.
(hhhh) "S&P DISCOUNT FACTOR" shall have the meaning specified in
Section 4 of APPENDIX A hereto.
(iiii) "S&P ELIGIBLE ASSET" shall have the meaning specified in
Section 4 of APPENDIX A hereto.
(jjjj) "S&P EXPOSURE PERIOD" shall mean the maximum period of time
following a Valuation Date that the Fund has under this Statement to cure any
failure to maintain, as of such Valuation Date, the Discounted Value for its
portfolio at least equal to the MuniPreferred Basic Maintenance Amount (as
described in paragraph (a) of Section 7 of Part I of this Statement).
(kkkk) "S&P VOLATILITY FACTOR" shall mean, as of any Valuation Date, a
multiplicative factor equal to (i) 305% in the case of any Minimum Rate Period
or any Special Rate Period of 28 Rate Period Days or (ii) 268% in the case of
any Special Rate Period of more than 28 Rate Period Days but fewer than 183 Rate
Period Days; and (iii) 204% in the case of any Special Rate Period of more than
182 Rate Period Days.
(llll) "SECONDARY MARKET INSURANCE," if defined in Section 4 of
APPENDIX A hereto, shall have the meaning specified in that section.
(mmmm) "SECURITIES DEPOSITORY" shall mean The Depository Trust Company
and its successors and assigns or any other securities depository selected by
the Fund which agrees to follow the procedures required to be followed by such
securities depository in connection with shares of MuniPreferred.
(nnnn) "SELL ORDER" and "SELL ORDERS" shall have the respective
meanings specified in paragraph (a) of Section 1 of Part II of this Statement.
(oooo) "SPECIAL RATE PERIOD," with respect to shares of a series of
MuniPreferred, shall have the meaning specified in paragraph (a) of Section 4 of
Part I of this Statement.
(pppp) "SPECIAL REDEMPTION PROVISIONS" shall have the meaning
specified in subparagraph (a)(i) of Section 11 of Part I of this Statement.
(qqqq) "SUBMISSION DEADLINE" shall mean 1:30 P.M., New York City time,
on any Auction Date or such other time on any Auction Date by which Broker-
Dealers are required to submit orders to the Auction Agent as specified by the
Auction Agent from time to time.
(rrrr) "SUBMITTED BID" and "SUBMITTED BIDS" shall have the respective
meanings specified in paragraph (a) of Section 3 of Part II of this Statement.
(ssss) "SUBMITTED-HOLD ORDER" and "SUBMITTED HOLD ORDERS" shall have
the respective meanings specified in paragraph (a) of Section 3 of Part II of
this Statement.
(tttt) "SUBMITTED ORDER" and "SUBMITTED ORDERS" shall have the
respective meanings specified in paragraph (a) of Section 3 of Part II of this
Statement.
<PAGE>
(uuuu) "SUBMITTED SELL ORDER" and "SUBMITTED SELL ORDERS" shall have
the respective meanings specified in paragraph (a) of Section 3 of Part II of
this Statement.
(vvvv) "SUBSEQUENT RATE PERIOD," with respect to shares of a series of
MuniPreferred, shall mean the period from and including the first day following
the Initial Rate Period of shares of such series to but excluding the next
Dividend Payment Date for shares of such series and any period thereafter from
and including one Dividend Payment Date for shares of such series to but
excluding the next succeeding Dividend Payment Date for shares of such series;
PROVIDED, HOWEVER, that if any Subsequent Rate Period is also a Special Rate
Period, such term shall mean the period commencing on the first day of such
Special Rate Period and ending on the last day of the last Dividend Period
thereof.
(wwww) "SUBSTITUTE COMMERCIAL PAPER DEALER" shall mean The First
Boston Company or Morgan Stanley & Co. Incorporated or their respective
affiliates or successors, if such entity is a commercial paper dealer; PROVIDED,
HOWEVER, that none of such entities shall be a Commercial Paper Dealer.
(xxxx) "SUBSTITUTE U.S. GOVERNMENT SECURITIES DEALER" shall mean The
First Boston Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated or
their respective affiliates or successors, if such entity is a U.S. Government
securities dealer; PROVIDED, HOWEVER, that none of such entities shall be a U.S.
Government Securities Dealer.
(yyyy) "SUFFICIENT CLEARING BIDS" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of this Statement.
(zzzz) "TAXABLE ALLOCATION" shall have the meaning specified in
Section 3 of Part I of this Statement.
(aaaaa) "TAXABLE INCOME" shall have the meaning specified in Section
12 of APPENDIX A hereto.
(bbbbb) "TAXABLE EQUIVALENT OF THE SHORT-TERM MUNICIPAL BOND RATE," on
any date for any Minimum Rate Period or Special Rate Period of 28 Rate Period
Days or fewer, shall mean 90% of the quotient of (A) the per annum, rate
expressed on an interest equivalent basis equal to the Kenny S&P 30 day High
Grade Index or any successor index (the "Kenny Index") (PROVIDED, HOWEVER, that
any such successor index must be approved by Moody's (if Moody's is then rating
the shares of MuniPreferred) and S&P (if S&P is then rating the shares of
MuniPreferred)), made available for the Business Day immediately preceding such
date but in any event not later than 8:30 A.M., New York City time, on such date
by Kenny S&P Evaluation Services or any successor thereto, based upon 30-day
yield evaluations at par of short-term bonds the interest on which is excludable
for regular Federal income tax purposes under the Code of "high grade" component
issuers selected by Kenny S&P Evaluation Services or any such successor from
time to time in its discretion, which component issuers shall include, without
limitation, issuers of general obligation bonds, but shall exclude any bonds the
interest on which constitutes an item of tax preference under Section 57(a)(5)
of the Code, or successor provisions, for purposes of the "alternative minimum
tax," divided by (B) 1.00 minus the maximum marginal regular Federal individual
income tax rate applicable to ordinary income or the maximum marginal regular
Federal corporate income tax rate applicable to ordinary income (in each case
expressed as a decimal), whichever is greater; PROVIDED, HOWEVER, that if the
Kenny Index is not made so available by 8:30 A.M., New York City time, on such
date by Kenny S&P Evaluation Services or any successor, the Taxable Equivalent
of the Short-Term Municipal Bond Rate shall mean the quotient of (A) the per
annum rate expressed on an interest equivalent basis equal to the most recent
Kenny Index so made available for any preceding Business Day, divided by (B)
1.00
<PAGE>
minus the maximum marginal regular Federal individual income tax rate
applicable to ordinary income or the maximum marginal regular Federal
corporate income tax rate applicable to ordinary income (in each case
expressed as a decimal), whichever is greater.
(ccccc) "TREASURY BILL" shall mean a direct obligation of the
U.S. Government having a maturity at the time of issuance of 364 days or
less.
(ddddd) "TREASURY BILL RATE," on any date for any Rate Period,
shall mean W the bond equivalent yield, calculated in accordance with
prevailing industry convention, of the rate on the most recently
auctioned Treasury Bill with a remaining maturity closest to the length
of such Rate Period, as quoted in The Wall Street Journal on such date
for the Business Day next preceding such date; or (ii) in the event that
any such rate is not published in The Wall Street Journal, then the bond
equivalent yield, calculated in accordance with prevailing industry
convention, as calculated by reference to the arithmetic average of the
bid price quotations of the most recently auctioned Treasury Bill with a
remaining maturity closest to the length of such Rate Period, as
determined by bid price quotations as of the close of business on the
Business Day immediately preceding such date obtained from the U.S.
Government Securities Dealers to the Auction Agent.
(eeeee) "TREASURY NOTE" shall mean a direct obligation of the
U.S. Government having a maturity at the time of issuance of five years
or less but more than 364 days.
(fffff) "TREASURY NOTE RATE," on any date for any Rate Period,
shall mean (i) the yield on the most recently auctioned Treasury Note
with a remaining maturity closest to the length of such Rate Period, as
quoted in The Wall Street Journal on such date for the Business Day next
preceding such date; or (ii) in the event that any such rate is not
published in The Wall Street Journal, then the yield as calculated by
reference to the arithmetic average of the bid price quotations of the
most recently auctioned Treasury Note with a remaining maturity closest
to the length of such Rate Period, as determined by bid price quotations
as of the close of business on the Business Day immediately preceding
such date obtained from the U.S. Government Securities Dealers to the
Auction Agent. If any U.S. Government Securities Dealer does not quote a
rate required to determine the Treasury Bill Rate or the Treasury Note
Rate, the Treasury Bill Rate or the Treasury Note Rate shall be
determined on the basis of the quotation or quotations furnished by the
remaining U.S. Government Securities Dealer or U.S. Government
Securities Dealers and any Substitute U.S. Government Securities Dealers
selected by the Fund to provide such rate or rates not being supplied by
any U.S. Government Securities Dealer or U.S. Government Securities
Dealers, as the case may be, or, if the Fund does not select any such
Substitute U.S. Government Securities Dealer or Substitute U.S.
Government Securities Dealers, by the remaining U.S. Government
Securities Dealer or U.S. Government Securities Dealers.
(ggggg) "U.S. GOVERNMENT SECURITIES DEALER" shall mean Lehman
Government Securities Incorporated, Goldman, Sachs & Co., Salomon
Brothers Inc and Morgan Guaranty Trust Company of New York or their
respective affiliates or successors, if such entity is a U.S. Government
securities dealer.
(hhhhh) "VALUATION DATE" shall mean, for purposes of determining
whether the Fund is maintaining the MuniPreferred Basic Maintenance
Amount, each Business Day.
(iiiii) "VOLATILITY FACTOR" shall mean, as of any Valuation
Date, the greater of the Moody's Volatility Factor and the S&P
Volatility Factor.
(jjjjj) "VOTING PERIOD" shall have the meaning specified in
paragraph (b) of Section 5 of Part I of this Statement.
<PAGE>
(kkkkk) "WINNING BID RATE" shall have the meaning specified in
paragraph (a) of Section 3 of Part II of this Statement.
Any additional definitions specifically set forth in Section 8 of
APPENDIX A hereto shall be incorporated herein and made part hereof by reference
thereto.
<PAGE>
PART I.
1. NUMBER OF AUTHORIZED SHARES.
The number of authorized shares constituting a series of MuniPreferred
shall be as set forth with respect to such series in Section 2 of APPENDIX A
hereto.
2. DIVIDENDS.
(a) RANKING. The shares of a series of MuniPreferred shall rank on a
parity with each other, with shares of any other series of MuniPreferred and
with shares of any other series of Preferred Stock as to the payment of
dividends by the Fund.
(b) CUMULATIVE CASH DIVIDENDS. The Holders of shares of MuniPreferred of
any series shall be entitled to receive, when, as and if declared by the Board
of Directors, out of funds legally available therefor, cumulative cash dividends
at the Applicable Rate for shares of such series, determined as set forth in
paragraph (e) of this Section 2, and no more (except to the extent set forth in
Section 3 of this Part I), payable on the Dividend Payment Dates with respect to
shares of such series determined pursuant to paragraph (d) of this Section 2.
Holders of shares of MuniPreferred shall not be entitled to any dividend,
whether payable in cash, property or stock, in excess of full cumulative
dividends, as herein pr vided, on shares of MuniPreferred. No interest, or sum
of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on shares of MuniPreferred which may be in arrears, and,
except to the extent set forth in subparagraph (e)(i) of this Section 2, no
additional sum of money shall be payable in respect of any such arrearage.
(c) DIVIDENDS CUMULATIVE FROM DATE OF ORIGINAL ISSUE. Dividends on
shares of MuniPreferred of any series shall accumulate at the Applicable Rate
for shares of such series from the Date of Original Issue thereof.
(d) DIVIDEND PAYMENT DATES AND ADJUSTMENT THEREOF. The Dividend Payment
Dates with respect to shares of a series of MuniPreferred shall be as set forth
with respect to shares of such series in Section 9 of APPENDIX A hereto;
PROVIDED, HOWEVER, that:
(i)(A) in the case of a series of MuniPreferred designated as "Series F
MuniPreferred" or "Series M MuniPreferred" in Section 1 of APPENDIX A hereto, if
the Monday or Tuesday, as the case may be, on which dividends would otherwise be
payable on shares of such series is not a Business Day, then such dividends
shall be payable on such shares on the first Business Day that falls after such
Monday or Tuesday, as the case may be, and (B) in the case of a series of
MuniPreferred designated as "Series T MuniPreferred," "Series W MuniPreferred"
or "Series TH MuniPreferred" in Section 1 of APPENDIX A hereto, if the
Wednesday, Thursday or Friday, as the case may be, on which dividends would
otherwise be payable on shares of such series is not a Business Day, then such
dividends shall be payable on such shares on the first Business Day that falls
prior to such Wednesday, Thursday or Friday, as the case may be; and
(ii) notwithstanding Section 9 of APPENDIX A hereto, the Fund in its
discretion may establish the Dividend Payment Dates in respect of any Special
Rate Period of shares of a series of MuniPreferred consisting of more than 28
Rate Period Days; PROVIDED, HOWEVER, that such dates shall be set forth in the
Notice of Special Rate Period relating to such Special Rate Period, as delivered
to the Auction Agent, which Notice of Special Rate Period shall be filed with
the Secretary of the Fund; and further provided that (1) any such Dividend
Payment Date shall be a Business Day and (2) the last Dividend Payment Date in
respect of such Special Rate Period shall be the Business Day immediately
following the last day thereof, as such last day is determined in accordance
with paragraph (b) of Section 4 of this Part I.
<PAGE>
(e) DIVIDEND RATES AND CALCULATION OF DIVIDENDS. (i) DIVIDEND RATES. The
dividend rate on shares of MuniPreferred of any series during the period from
and after the Date of Original Issue of shares of such series to and including
the last day of the Initial Rate Period of shares of such series shall be equal
to the rate per annum set forth with respect to shares of such series under
"Designation" in Section 1 of APPENDIX A hereto. For each Subsequent Rate Period
of shares of such series thereafter, the dividend rate on shares of such series
shall be equal to the rate per annum that results from an Auction for shares of
such series on the Auction Date next preceding such Subsequent Rate Period;
PROVIDED, HOWEVER, that if:
(A) an Auction for any such Subsequent Rate Period is not held for any
reason other than as described below, the dividend rate on shares of such series
for such Subsequent Rate Period will be the Maximum Rate for shares of such
series on the Auction Date therefor;
(B) any Failure to Deposit shall have occurred with respect to shares of
such series during any Rate Period thereof (other than any Special Rate Period
consisting of more than 364 Rate Period Days or any Rate Period succeeding any
Special Rate Period consisting of more than 364 Rate Period Days during which a
Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon,
New York City time, on the third Business Day next succeeding the date on which
such Failure to Deposit occurred, such Failure to Deposit shall have been cured
in accordance with paragraph (f) of this Section 2 and the Fund shall have paid
to the Auction Agent a late charge ("Late Charge") equal to the sum of (1) if
such Failure to Deposit consisted of the failure timely to pay to the Auction
Agent the full amount of dividends with respect to any Dividend Period of the
shares of such series, an amount computed by multiplying (x) 200% of the
Reference Rate for the Rate Period during which such Failure to Deposit occurs
on the Dividend Payment Date for such Dividend Period by (y) a fraction, the
numerator of which shall be the number of days for which such Failure to Deposit
has not been cured in accordance with paragraph (f) of this Section 2 (including
the day such Failure to Deposit occurs and excluding the day such Failure to
Deposit is cured) and the denominator of which shall be 360, and applying the
rate obtained against the aggregate Liquidation Preference of the outstanding
shares of such series and (2) if such Failure to Deposit consisted of the
failure timely to pay to the Auction Agent the Redemption Price of the shares,
if any, of such series for which Notice of Redemption has been mailed by the
Fund pursuant to paragraph (c) of Section 11 of this Part I, an amount computed
by multiplying (x) 200% of the Reference Rate for the Rate Period during which
such Failure to Deposit occurs on the redemption date by (y) a fraction, the
numerator of which shall be the number of days for which such Failure to Deposit
is not cured in accordance with paragraph (f) of this Section 2 (including the
day such Failure to Deposit occurs and excluding the day such Failure to Deposit
is cured) and the denominator of which shall be 360, and applying the rate
obtained against the aggregate Liquidation Preference of the outstanding shares
of such series to be redeemed, no Auction will be held in respect of shares of
such series for the Subsequent Rate Period thereof and the dividend rate for
shares of such series for such Subsequent Rate Period will be the Maximum Rate
for shares of such series on the Auction Date for such Subsequent Rate Period;
(C) any Failure to Deposit shall have occurred with respect to shares of
such series during any Rate Period thereof (other than any Special Rate Period
consisting of more than 364 Rate Period Days or any Rate Period succeeding any
Special Rate Period consisting of more than 364 Rate Period Days during which a
Failure to Deposit occurred that has not been cured), and, prior to 12:00 Noon,
New York City time, on the third Business Day next succeeding the date on which
such Failure to Deposit occurred, such Failure to Deposit shall not have been
cured in accordance with paragraph (f) of this Section 2 or the Fund shall not
have paid the applicable Late Charge to the Auction Agent, no Auction will be
held in respect of shares of such series for the first Subsequent Rate Period
thereof thereafter (or for any Rate Period thereof thereafter to and including
the Rate Period during which (1) such Failure to Deposit is cured in accordance
with paragraph (f) of this Section 2 and (2) the Fund pays the applicable Late
Charge to the Auction Agent (the condition set forth in this clause (2) to apply
only in the event Moody's is rating such shares at the time the Fund cures such
Failure to Deposit), in each case no later than 12:00 Noon, New York City time,
on the fourth Business Day prior to the end of
<PAGE>
such Rate Period), and the dividend rate for shares of such series for each such
Subsequent Rate Period shall be a rate per annum equal to the Maximum Rate for
shares of such series on the Auction Date for such Subsequent Rate Period (but
with the prevailing rating for shares of such series, for purposes of
determining such Maximum Rate, being deemed to be "Below "ba3'/BB-"); or
(D) any Failure to Deposit shall have occurred with respect to shares of
such series during a Special Rate Period thereof consisting of more than 364
Rate Period Days, or during any Rate Period thereof succeeding any Special Rate
Period consisting of more than 364 Rate Period Days during which a Failure to
Deposit occurred that has not been cured, and, prior to 12:00 Noon, New York
City time, on the fourth Business Day preceding the Auction Date for the Rate
Period subsequent to such Rate Period, such Failure to Deposit shall not have
been cured in accordance with paragraph (f) of this Section 2 or, in the event
Moody's is then rating such shares, the Fund shall not have paid the applicable
Late Charge to the Auction Agent (such Late Charge, for purposes of this
subparagraph (D), to be calculated by using, as the Reference Rate, the
Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate
Period Days but fewer than 365 Rate Period Days and (y) commencing on the date
on which the Rate Period during which Failure to Deposit occurs commenced), no
Auction will be held in respect of shares of such series for such Subsequent
Rate Period (or for any Rate Period thereof thereafter to and including the Rate
Period during which (1) such Failure to Deposit is cured in accordance with
paragraph (f) of this Section 2 and (2) the Fund pays the applicable Late Charge
to the Auction Agent (the condition set forth in this clause (2) to apply only
in the event Moody's is rating such shares at the time the Fund cures such
Failure to Deposit), in each case no later than 12:00 Noon, New York City time,
on the fourth Business Day prior to the end of such Rate Period), and the
dividend rate for shares of such series for each such Subsequent Rate Period
shall be a rate per annum equal to the Maximum Rate for shares of such series on
the Auction Date for such Subsequent Rate Period (but with the prevailing rating
for shares of such series for purposes of determining such Maximum Rate, being
deemed to be "Below "ba3'/BB-") (the rate per annum at which dividends are
payable on shares of a series of MuniPreferred for any Rate Period thereof being
herein referred to as the "Applicable Rate" for shares of such series).
(ii) CALCULATION OF DIVIDENDS. The amount of dividends per share payable
on shares of a series of MuniPreferred on any date on which dividends shall be
payable on shares of such series shall be computed by multiplying the Applicable
Rate for shares of such series in effect for such Dividend Period or Dividend
Periods or part thereof for which dividends have not been paid by a fraction,
the numerator of which shall be the number of days in such Dividend Period or
Dividend Periods or part thereof and the denominator of which shall be 365 if
such Dividend Period consists of 7 Rate Period Days and 360 for all other
Dividend Periods, and applying the rate obtained against $25,000.
(f) CURING A FAILURE TO DEPOSIT. A Failure to Deposit with respect to
shares of a series of MuniPreferred shall have been cured (if such Failure to
Deposit is not solely due to the willful failure of the Fund to make the
required payment to the Auction Agent) with respect to any Rate Period of shares
of such series if, within the respective time periods described in subparagraph
(e)(i) of this Section 2, the Fund shall have paid to the Auction Agent (A) all
accumulated and unpaid dividends on shares of such series and (B) without
duplication, the Redemption Price for shares, if any, of such series for which
Notice of Redemption has been mailed by the Fund pursuant to paragraph (c) of
Section 11 of Part I of this Statement; PROVIDED, HOWEVER, that the foregoing
clause (B) shall not apply to the Fund's failure to pay the Redemption Price in
respect of shares of MuniPreferred when the related Redemption Notice provides
that redemption of such shares is subject to one or more conditions precedent
and any such condition precedent shall not have been satisfied at the time or
times and in the manner specified in such Notice of Redemption.
(g) DIVIDEND PAYMENTS BY FUND TO AUCTION AGENT. The Fund shall pay to
the Auction Agent, not later than 12:00 Noon, New York City time, on the
Business Day next preceding each Dividend Payment Date for shares of a series of
MuniPreferred, an aggregate amount of funds available on the next Business Day
in The City of New York New York, equal to the dividends to be paid to all
Holders of shares of such series on such Dividend Payment Date.
<PAGE>
(h) AUCTION AGENT AS TRUSTEE OF DIVIDEND PAYMENTS BY FUND. All moneys
paid to the Auction Agent for the payment of dividends (or for the payment of
any Late Charge) shall be held in trust for the payment of such dividends (and
any such Late Charge) by the Auction Agent for the benefit of the Holders
specified in paragraph (i) of this Section 2. Any moneys paid to the Auction
Agent in accordance with the foregoing but not applied by the Auction Agent to
the payment of dividends (and any such Late Charge) will, to the extent
permitted by law, be repaid to the Fund at the end of 90 days from the date on
which such moneys were so to have been applied.
(i) DIVIDENDS PAID TO HOLDERS. Each dividend on shares of MuniPreferred
shall be paid on the Dividend Payment Date therefor to the Holders thereof as
their names appear on the stock books of the Fund on the Business Day next
preceding such Dividend Payment Date.
(j) DIVIDENDS CREDITED AGAINST EARLIEST ACCUMULATED BUT UNPAID
DIVIDENDS. Any dividend payment made on shares of MuniPreferred shall first be
credited against the earliest accumulated but unpaid dividends due with respect
to such shares. Dividends in arrears for any past Dividend Period may be
declared and paid at any time, without reference to any regular Dividend Payment
Date, to the Holders as their names appear on the stock books of the Fund on
such date, not exceeding 15 days preceding the payment date thereof, as may be
fixed by the Board of Directors.
(k) DIVIDENDS DESIGNATED AS EXEMPT-INTEREST DIVIDENDS. Dividends on
shares of MuniPreferred shall be designated as exempt-interest dividends up to
the amount of tax-exempt income of the Fund, to the extent permitted by, and for
purposes of, Section 852 of the Code.
3. GROSS-UP PAYMENTS.
Holders of shares of MuniPreferred shall be entitled to receive, when,
as and if declared by the Board of Directors, out of funds legally available
therefor, dividends in an amount equal to the aggregate Gross-up Payments as
follows:
(a) MINIMUM RATE PERIODS AND SPECIAL RATE PERIODS OF 28 RATE PERIOD DAYS
OR FEWER. If, in the case of any Minimum Rate Period or any Special Rate Period
of 28 Rate Period Days or fewer, the Fund allocates any net capital gains or
other income taxable for Federal income tax purposes to a dividend paid on
shares of MuniPreferred without having given advance notice thereof to the
Auction Agent as provided in Section 5 of Part II of this Statement (such
allocation being referred to herein as a "Taxable Allocation") solely by reason
of the fact that such allocation is made retroactively as a result of the
redemption of all or a portion of the outstanding shares of MuniPreferred or the
liquidation of the Fund, the Fund shall, prior to the end of the calendar year
in which such dividend was paid, provide notice thereof to the Auction Agent and
direct the Fund's dividend disbursing agent to send such notice with a Gross-up
Payment to each Holder of such shares that was entitled to such dividend payment
during such calendar year at such Holder's address as the same appears or last
appeared on the stock books of the Fund.
(b) SPECIAL RATE PERIODS OF MORE THAN 28 RATE PERIOD DAYS. If, in the
case of any Special Rate Period of more than 28 Rate Period Days, the Fund makes
a Taxable Allocation to a dividend paid on shares of MuniPreferred, the Fund
shall, prior to the end of the calendar year in which such dividend was paid,
provide notice thereof to the Auction Agent and direct the Fund's dividend
disbursing agent to send such notice with a Gross-up Payment to each Holder of
shares that was entitled to such dividend payment during such calendar year at
such Holder's address as the same appears or last appeared on the stock books of
the Fund.
(c) NO GROSS-UP PAYMENTS IN THE EVENT OF A REALLOCATION. The Fund shall
not be required to make Gross-up Payments with respect to any net capital gains
or other taxable income
<PAGE>
determined by the Internal Revenue Service to be allocable in a manner different
from that allocated by the Fund.
4. DESIGNATION OF SPECIAL RATE PERIODS.
(a) LENGTH OF AND PRECONDITIONS FOR SPECIAL RATE PERIOD. The Fund, at
its option, may designate any succeeding Subsequent Rate Period of shares of a
series of MuniPreferred as a Special Rate Period consisting of a specified
number of Rate Period Days evenly divisible by seven and not more than 1,820,
subject to adjustment as provided in paragraph (b) of this Section 4. A
designation of a Special Rate Period shall be effective only if (A) notice
thereof shall have been given in accordance with paragraph (c) and subparagraph
(d)(i) of this Section 4, (B) an Auction for shares of such series shall have
been held on the Auction Date immediately preceding the first day of such
proposed Special Rate Period and Sufficient Clearing Bids for shares of such
series shall have existed in such Auction, and (C) if any Notice of Redemption
shall have been mailed by the Fund pursuant to paragraph (c) of Section 11 of
this Part I with respect to any shares of such series, the Redemption Price with
respect to such shares shall have been deposited with the Auction Agent. In the
event the Fund wishes to designate any succeeding Subsequent Rate Period for
shares of a series of MuniPreferred as a Special Rate Period consisting of more
than 28 Rate Period Days, the Fund shall notify S&P (if S&P is then rating such
series) and Moody's (if Moody's is then rating such series) in advance of the
commencement of such Subsequent Rate Period that the Fund wishes to designate
such Subsequent Rate Period as a Special Rate Period and shall provide S&P (if
S&P is then rating such series) and Moody's (if Moody's is then rating such
series) with such documents as either may request.
(b) ADJUSTMENT OF LENGTH OF SPECIAL RATE PERIOD. In the event the Fund
wishes to designate a Subsequent Rate Period as a Special Rate Period, but the
day following what would otherwise be the last day of such Special Rate Period
is not (a) a Tuesday that is a Business Day in the case of a series of
MuniPreferred designated as "Series M MuniPreferred" in Section 1 of APPENDIX A
hereto, (b) a Wednesday that is a Business Day in the case of a series of
MuniPreferred designated as "Series T MuniPreferred" in Section 1 of APPENDIX A
hereto, (c) a Thursday that is a Business Day in the case of a series of
MuniPreferred designated as "Series W MuniPreferred" in Section 1 of APPENDIX A
hereto, (d) a Friday that is a Business Day in the case of a series of
MuniPreferred designated as "Series TH MuniPreferred" in Section 1 of APPENDIX A
hereto, (e) a Monday that is a Business Day in the case of a series of
MuniPreferred designated as "Series F MuniPreferred" in Section 1 of APPENDIX A
hereto, then the Fund shall designate such Subsequent Rate Period as a Special
Rate Period consisting of the period commencing on the first day following the
end of the immediately preceding Rate Period and ending (a) on the first Monday
that is followed by a Tuesday that is a Business Day preceding what would
otherwise be such last day, in the case of Series M MuniPreferred, (b) on the
first Tuesday that is followed by a Wednesday that is a Business Day preceding
what would otherwise be such last day, in the case of Series T MuniPreferred,
(c) on the first Wednesday that is followed by a Thursday that is a Business Day
preceding what would otherwise be such last day, in the case of Series W
MuniPreferred, (d) on the first Thursday that is followed by a Friday that is a
Business Day preceding what would otherwise be such last day, in the case of
Series TH MuniPreferred, and (e) on the first Sunday that is followed by a
Monday that is a Business Day preceding what would otherwise be such last day,
in the case of Series F MuniPreferred.
(c) NOTICE OF PROPOSED SPECIAL RATE PERIOD. If the Fund proposes to
designate any succeeding Subsequent Rate Period of shares of a series of
MuniPreferred as a Special Rate Period pursuant to paragraph (a) of this Section
4, not less than 20 (or such lesser number of days as may be agreed to from time
to time by the Auction Agent) nor more than 30 days prior to the date the Fund
proposes to designate as the first day of such Special Rate Period (which shall
be such day that would otherwise be the first day of a Minimum Rate Period),
notice shall be (i) published or caused to be published by the Fund in a
newspaper of general circulation to the financial community in The City of New
York, New York, which carries financial news, and (ii) mailed by the Fund by
first-class mail, postage prepaid, to the Holders of shares of such series. Each
such notice shall state (A) that the Fund may exercise its option to designate a
succeeding Subsequent Rate Period of shares of such series as a
<PAGE>
Special Rate Period, specifying the first day thereof and (B) that the Fund
will, by 11:00 A.M., New York City time, on the second Business Day next
preceding such date (or by such later time or date, or both, as may be agreed to
by the Auction Agent) notify the Auction Agent of either (x) its determination,
subject to certain conditions, to exercise such option, in which case the Fund
shall specify the Special Rate Period designated, or (y) its determination not
to exercise such option.
(d) NOTICE OF SPECIAL RATE PERIOD. No later than 11:00 A.M., New York
City time, on the second Business Day next preceding the first day of any
proposed Special Rate Period of shares of a series of MuniPreferred as to which
notice has been given as set forth in paragraph (c) of this Section 4 (or such
later time or date, or both, as may be agreed to by the Auction Agent), the Fund
shall deliver to the Auction Agent either:
(i) a notice ("Notice of Special Rate Period") stating (A) that the Fund
has determined to designate the next succeeding Rate Period of shares of such
series as a Special Rate Period, specifying the same and the first day thereof,
(B) the Auction Date immediately prior to the first day of such Special Rate
Period, (C) that such Special Rate Period shall not commence if (1) an Auction
for shares of such series shall not be held on such Auction Date for any reason
or (2) an Auction for shares of such series shall be held on such Auction Date
but Sufficient Clearing Bids for shares of such series shall not exist in such
Auction, (D) the scheduled Dividend Payment Dates for shares of such series
during such Special Rate Period and (E) the Special Redemption Provisions, if
any, applicable to shares of such series in respect of such Special Rate Period;
such notice to be accompanied by a MuniPreferred Basic Maintenance Report
showing that, as of the third Business Day next preceding such proposed Special
Rate Period, Moody's Eligible Assets (if Moody's is then rating such series) and
S&P Eligible Assets (if S&P is then rating such series) each have an aggregate
Discounted Value at least equal to the MuniPreferred Basic Maintenance Amount as
of such Business Day (assuming for purposes of the foregoing calculation that
(a) the Maximum Rate is the Maximum Rate on such Business Day as if such
Business Day were the Auction Date for the proposed Special Rate Period, and (b)
the Moody's Discount Factors applicable to Moody's Eligible Assets are
determined by reference to the first Exposure Period longer than the Exposure
Period then applicable to the Fund, as described in the definition of Moody's
Discount Factor herein); or
(ii) a notice stating that the Fund has determined not to exercise its
option to designate a Special Rate Period of shares of such series and that the
next succeeding Rate Period of shares of such series shall be a Minimum Rate
Period.
(e) FAILURE TO DELIVER NOTICE OF SPECIAL RATE PERIOD. If the Fund fails
to deliver either of the notices described in subparagraphs (d)(i) or (d)(ii) of
this Section 4 (and, in the case of the notice described in subparagraph (d)(i)
of this Section 4, a MuniPreferred Basic Maintenance Report to the effect set
forth in such subparagraph (if either Moody's or S&P is then rating the series
in question)) with respect to any designation of any proposed Special Rate
Period to the Auction Agent by 11:00 A.M., New York City time, on the second
Business Day next preceding the first day of such proposed Special Rate Period
(or by such later time or date, or both, as may be agreed to by the Auction
Agent), the Fund shall be deemed to have delivered a notice to the Auction Agent
with respect to such Special Rate Period to the effect set forth in subparagraph
(d)(ii) of this Section 4. In the event the Fund delivers to the Auction Agent a
notice described in subparagraph (d)(i) of this Section 4, it shall file a copy
of such notice with the Secretary of the Fund, and the contents of such notice
shall be binding on the Fund. In the event the Fund delivers to the Auction
Agent a notice described in subparagraph (d)(ii) of this Section 4, the Fund
will provide Moody's (if Moody's is then rating the series in question) and S&P
(if S&P is then rating the series in question) a copy of such notice.
5. VOTING RIGHTS.
(a) ONE VOTE PER SHARE OF MUNIPREFERRED. Except as otherwise provided in
the Articles or as otherwise required by law, (i) each Holder of shares of
MuniPreferred shall be entitled to one vote for each share of MuniPreferred held
by such Holder on each matter submitted to a vote of
<PAGE>
shareholders of the Fund, and (ii) the holders of outstanding shares of
Preferred Stock, including each share of MuniPreferred, and of shares of Common
Stock shall vote together as a single class; PROVIDED, HOWEVER, that, at any
meeting of the shareholders of the Fund held for the election of directors, the
holders of outstanding shares of Preferred Stock, including MuniPreferred,
represented in person or by proxy at said meeting, shall be entitled, as a
class, to the exclusion of the holders of all other securities and classes of
capital stock of the Fund, to elect two directors of the Fund, each share of
Preferred Stock, including each share of MuniPreferred, entitling the holder
thereof to one vote. Subject to paragraph (b) of this Section 5, the holders of
outstanding shares of Common Stock and Preferred Stock, including MuniPreferred,
voting together as a single class, shall elect the balance of the directors.
(b) VOTING FOR ADDITIONAL DIRECTORS. (i) VOTING PERIOD. During any
period in which any one or more of the conditions described in subparagraphs (A)
or (B) of this subparagraph (b)(i) shall exist (such period being referred to
herein as a "Voting Period"), the number of directors constituting the Board of
Directors shall be automatically increased by the smallest number that, when
added to the two directors elected exclusively by the holders of shares of
Preferred Stock, including shares of MuniPreferred, would constitute a majority
of the Board of Directors as so increased by such smallest number; and the
holders of shares of Preferred Stock, including MuniPreferred, shall be
entitled, voting as a class on a one-vote-per-share basis (to the exclusion of
the holders of all other securities and classes of capital stock of the Fund),
to elect such smallest number of additional directors, together with the two
directors that such holders are in any event entitled to elect. A Voting Period
shall commence:
(A) if at the close of business on any dividend payment date accumulated
dividends (whether or not earned or declared) on any outstanding share of
Preferred Stock, including MuniPreferred, equal to at least two full years'
dividends shall be due and unpaid and sufficient cash or specified securities
shall not have been deposited with the Auction Agent for the payment of such
accumulated dividends; or
(B) if at any time holders of shares of Preferred Stock are entitled
under the 1940 Act to elect a majority of the directors of the Fund.
Upon the termination of a Voting Period, the voting rights described in this
subparagraph (b)(i) shall cease, subject always, however, to the revesting of
such voting rights in the Holders upon the further occurrence of any of the
events described in this subparagraph (b)(i).
(ii) NOTICE OF SPECIAL MEETING. As soon as practicable after the accrual
of any right of the holders of shares of Preferred Stock to elect additional
directors as described in subparagraph (b)(i) of this Section 5, the Fund shall
notify the Auction Agent and the Auction Agent shall call a special meeting of
such holders, by mailing a notice of such special meeting to such holders, such
meeting to be held not less than 10 nor more than 20 days after the date of
mailing of such notice. If the Fund fails to send such notice to the Auction
Agent or if the Auction Agent does not call such a special meeting, it may be
called by any such holder on like notice. The record date for determining the
holders entitled to notice of and to vote at such special meeting shall be the
close of business on the fifth Business Day preceding the day on which such
notice is mailed. At any such special meeting and at each meeting of holders of
shares of Preferred Stock held during a Voting Period at which directors are to
be elected, such holders voting together as a class (to the exclusion of the
holders of all other securities and classes of capital stock of the Fund),
shall be entitled to elect the number of directors prescribed in subparagraph
(b)(i) of this Section 5 on a one-vote-per-share basis.
(iii) TERMS OF OFFICE OF EXISTING DIRECTORS. The terms of office of all
persons who are directors of the Fund at the time of a special meeting of
Holders and holders of other Preferred Stock to elect directors shall continue,
notwithstanding the election at such meeting by the Holders and such other
holders of the number of directors that they are entitled to elect, and the
persons so elected by the Holders and such other holders, together with the two
incumbent directors elected by the Holders and such
<PAGE>
other holders of Preferred Stock and the remaining incumbent directors elected
by the holders of the Common Stock and Preferred Stock, shall constitute the
duly elected directors of the Fund.
(iv) TERMS OF OFFICE OF CERTAIN DIRECTORS TO TERMINATE UPON
TERMINATION OF VOTING PERIOD. Simultaneously with the termination of a Voting
Period, the terms of office of the additional directors elected by the Holders
and holders of other Preferred Stock pursuant to subparagraph (b)(i) of this
Section 5 shall terminate, the remaining directors shall constitute the
directors of the Fund and the voting rights of the Holders and such other
holders to elect additional directors pursuant to subparagraph (b)(i) of this
Section 5 shall cease, subject to the provisions of the last sentence of
subparagraph (b)(i) of this Section 5.
(c) HOLDERS OF MUNIPREFERRED TO VOTE ON CERTAIN OTHER MATTERS. (i)
INCREASES IN CAPITALIZATION. So long as any shares of MuniPreferred are
outstanding, the Fund shall not, without the affirmative vote or consent of the
Holders of at least a majority of the shares of MuniPreferred outstanding at the
time, in person or by proxy, either in writing or at a meeting, voting as a
separate class: (a) authorize, create or issue any class or series of stock
ranking prior to or on a parity with shares of MuniPreferred with respect to the
payment of dividends or the distribution of assets upon dissolution, liquidation
or winding up of the affairs of the Fund, or authorize, create or issue
additional shares of any series of MuniPreferred (except that, notwithstanding
the foregoing, but subject to the provisions of paragraph (c) of Section 10 of
this Part I, the Board of Directors, without the vote or consent of the Holders
of MuniPreferred, may from time to time authorize and create, and the Fund may
from time to time issue, additional shares of any series of MuniPreferred or
classes or series of Preferred Stock ranking on a parity with shares of
MuniPreferred with respect to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up of the affairs of the Fund;
PROVIDED, HOWEVER, that if Moody's or S&P is not then rating the shares of
MuniPreferred, the aggregate liquidation preference of all Preferred Stock of
the Fund outstanding after any such issuance, exclusive of accumulated and
unpaid dividends, may not exceed the amount set forth in Section 10 of APPENDIX
A hereto) or (b) amend, alter or repeal the provisions of the Articles,
including this Statement, whether by merger, consolidation or otherwise, so as
to affect any preference, right or power of such shares of MuniPreferred or the
Holders thereof; PROVIDED, HOWEVER, that (i) none of the actions permitted by
the exception to (a) above will be deemed to affect such preferences, rights or
powers, (ii) a division of a share of MuniPreferred will be deemed to affect
such preferences, rights or powers only if the terms of such division adversely
affect the Holders of shares of MuniPreferred and (iii) the authorization,
creation and issuance of classes or series of stock ranking junior to shares of
MuniPreferred with respect to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up of the affairs of the Fund,
will be deemed to affect such preferences, rights or powers only if Moody's or
S&P is then rating shares of MuniPreferred and such issuance would, at the time
thereof, cause the Fund not to satisfy the 1940 Act MuniPreferred Asset Coverage
or the MuniPreferred Basic Maintenance Amount. So long as any shares of
MuniPreferred are outstanding, the Fund shall not, without the affirmative vote
or consent of the Holders of at least 66 2/3% of the shares of MuniPreferred
outstanding at the time, in person or by proxy, either in writing or at a
meeting, voting as a separate class, file a voluntary application for relief
under Federal bankruptcy law or any similar application under state law for so
long as the Fund is solvent and does not foresee becoming insolvent. To the
extent that shares of MuniPreferred constitute a series of stock under Minnesota
law and to the extent the Holders of such shares are empowered under the
Minnesota Business Corporation Act to vote as a class on the actions set forth
above in this subparagraph (c)(i), the Fund shall not approve any such action
without the affirmative vote or consent of the Holders of at least a majority of
the shares of MuniPreferred of such series outstanding at the time, in person or
by proxy, either in writing or at a meeting (voting as a separate class).
(ii) 1940 ACT MATTERS. Unless a higher percentage is provided for in
the Articles, (A) the affirmative vote of the Holders of at least a majority of
the shares of Preferred Stock, including MuniPreferred, outstanding at the time,
voting as a separate class, shall be required to approve any conversion of the
Fund from a closed-end to an open-end investment company and (B) the affirmative
vote of the Holders of a "majority of the outstanding shares of Preferred
Stock," including MuniPreferred,
<PAGE>
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. The affirmative vote of the Holders of a "majority of the outstanding
shares of Preferred Stock," including MuniPreferred, voting as a separate class,
shall be required to approve any action not described in the first sentence of
this Section 5(c)(ii) requiring a vote of security holders of the Fund under
Section 13(a) of the 1940 Act. For purpose of the foregoing, "majority of the
outstanding shares of Preferred Stock" means (i) 67% or more of such shares
present at a meeting, if the Holders of more than 50% of such shares are present
or represented by proxy, or (ii) more than 50% of such shares, whichever is
less. In the event a vote of Holders of MuniPreferred is required pursuant to
the provisions of Section 13(a) of the 1940 Act, the Fund shall, not later than
ten Business Days prior to the date on which such vote is to be taken, notify
Moody's (if Moody's is then rating the shares of MuniPreferred) and S&P (if S&P
is then rating the shares of MuniPreferred) that such vote is to be taken and
the nature of the action with respect to which such vote is to be taken. The
Fund shall, not later than ten Business Days after the date on which such vote
is taken, notify Moody's (if Moody's is then rating the shares of MuniPreferred)
of the results of such vote.
(d) BOARD MAY TAKE CERTAIN ACTIONS WITHOUT SHAREHOLDER APPROVAL. The
Board of Directors, without the vote or consent of the shareholders of the Fund,
may from time to time amend, alter or repeal any or all of the definitions of
the terms listed below, or any provision of this Statement viewed by Moody's or
S&P as a predicate for any such definition, and any such amendment, alteration
or repeal will not be deemed to affect the preferences, rights or powers of
shares of MuniPreferred or the Holders thereof; PROVIDED, HOWEVER, that the
Board of Directors receives written confirmation from Moody's (such confirmation
being required to be obtained only in the event Moody's is rating the shares of
MuniPreferred and in no event being required to be obtained in the case of the
definitions of (x) Deposit Securities, Discounted Value, Receivables for
Municipal obligations Sold, Issue Type Category and Other Issues as such terms
apply to S&P Eligible Assets and (y) S&P Discount Factor, S&P Eligible Asset,
S&P Exposure Period and S&P Volatility Factor) and S&P (such confirmation being
required to be obtained only in the event S&P is rating the shares of
MuniPreferred and in no event being required to be obtained in the case of the
definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold,
Issue Type Category and Other Issues as such terms apply to Moody's Eligible
Assets, and (y) Moody's Discount Factor, Moody's Eligible Asset, Moody's
Exposure Period and Moody's Volatility Factor) that any such amendment,
alteration or repeal would not impair the ratings then assigned by Moody's or
S&P, as the case may be, to shares of MuniPreferred:
<TABLE>
<S> <C>
Deposit Securities Moody's Volatility Factor
Discounted Value 1940 Act Cure Date
Escrowed Bonds 1940 Act MuniPreferred Asset Coverage
Issue Type category Other Issues
Market Value Quarterly Valuation Date
Maximum Potential Gross-up Receivables for municipal
Payment Liability Obligations Sold
MuniPreferred Basic Maintenance Amount S&P Discount Factor
MuniPreferred Basic Maintenance Cure Date S&P Eligible Asset
MuniPreferred Basic Maintenance Report S&P Exposure Period
Moody's Discount Factor S&P Volatility Factor
Moody's Eligible Asset Valuation Date
Moody's Exposure Period Volatility Factor
</TABLE>
(e) VOTING RIGHTS SET FORTH HEREIN ARE SOLE VOTING RIGHTS. Unless
otherwise required by law, the Holders of shares of Munipreferred shall not have
any relative rights or preferences or other special rights other than those
specifically set forth herein.
(f) NO PREEMPTIVE RIGHTS OR CUMULATIVE VOTING. The Holders of shares of
MuniPreferred shall have no preemptive rights or rights to cumulative voting.
<PAGE>
(g) VOTING FOR DIRECTORS SOLE REMEDY FOR FUND'S FAILURE TO PAY
DIVIDENDS. In the event that the Fund fails to pay any dividends on the shares
of MuniPreferred, the exclusive remedy of the Holders shall be the right to vote
for directors pursuant to the provisions of this Section 5.
(h) HOLDERS ENTITLED TO VOTE. For purposes of determining any rights of
the Holders to vote on any matter, whether such right is created by this
Statement, by the other provisions of the Articles, by statute or otherwise, no
Holder shall be entitled to vote any share of MuniPreferred and no share of
MuniPreferred shall be deemed to be "outstanding" for the purpose of voting or
determining the number of shares required to constitute a quorum if, prior to or
concurrently with the time of determination of shares entitled to vote or shares
deemed outstanding for quorum purposes, as the case may be, the requisite Notice
of Redemption with respect to such shares shall have been mailed as provided in
paragraph (c) of Section 11 of this Part I and the Redemption Price for the
redemption of such shares shall have been deposited in trust with the Auction
Agent for that purpose. No share of MuniPreferred held by the Fund or any
affiliate of the Fund (except for shares held by a Broker-Dealer that is an
affiliate of the Fund for the account of its customers) shall have any voting
rights or be deemed to be outstanding for voting or other purposes.
6. 1940 ACT MUNIPREFERRED ASSET COVERAGE.
The Fund shall maintain, as of the last Business Day of each month in
which any share of MuniPreferred is outstanding, the 1940 Act MuniPreferred
Asset Coverage.
7. MUNIPREFERRED BASIC MAINTENANCE AMOUNT.
(a) So long as shares of MuniPreferred are outstanding, the Fund shall
maintain, on each Valuation Date, and shall verify to its satisfaction that it
is maintaining on such Valuation Date, (i) S&P Eligible Assets having an
aggregate Discounted Value equal to or greater than the MuniPreferred Basic
Maintenance Amount (if S&P is then rating the shares of MuniPreferred) and (ii)
Moody's Eligible Assets having an aggregate Discounted Value equal to or greater
than the MuniPreferred Basic Maintenance Amount (if Moody's is then rating the
shares of MuniPreferred).
(b) On or before 5:00 P.M., New York City time, on the third Business
Day after a Valuation Date on which the Fund fails to satisfy the MuniPreferred
Basic Maintenance Amount, and on the third Business Day after the MuniPreferred
Basic Maintenance Cure Date with respect to such Valuation Date, the Fund shall
complete and deliver to S&P (if S&P is then rating the shares of MuniPreferred),
Moody's (if Moody's is then rating the shares of MuniPreferred) and the Auction
Agent (if either S&P or Moody's is then rating the shares of MuniPreferred) a
MuniPreferred Basic Maintenance Report as of the date of such failure or such
MuniPreferred Basic Maintenance Cure Date, as the case may be, which will be
deemed to have been delivered to the Auction Agent if the Auction Agent receives
a copy or telecopy, telex or other electronic transcription thereof and on the
same day the Fund mails to the Auction Agent for delivery on the next Business
Day the full MuniPreferred Basic Maintenance Report. The Fund shall also deliver
a MuniPreferred Basic Maintenance Report to (i) the Auction Agent (if either
Moody's or S&P is then rating the shares of MuniPreferred) as of (A) the
fifteenth day of each month (or, if such day is not a Business Day, the next
succeeding Business Day) and (B) the last Business Day of each month, (ii)
Moody's (if Moody's is then rating the shares of MuniPreferred) and S&P (if S&P
is then rating the shares of MuniPreferred) as of any Quarterly Valuation Date,
in each case on or before the third Business Day after such day and (iii) S&P,
if and when requested for any Valuation Date, on or before the third Business
Day after such request. A failure by the Fund to deliver a MuniPreferred Basic
Maintenance Report pursuant to the preceding sentence shall be deemed to be
delivery of a MuniPreferred Basic Maintenance Report indicating the Discounted
Value for all assets of the Fund is less than the MuniPreferred Basic
Maintenance Amount, as of the relevant Valuation Date.
<PAGE>
(c) Within ten Business Days after the date-of delivery of a
MuniPreferred Basic Maintenance Report in accordance with paragraph (b) of this
Section 7 relating to a Quarterly Valuation Date, the Fund shall cause the
Independent Accountant to confirm in writing to S&P (if S&P is then rating the
shares of MuniPreferred), Moody's (if Moody's is then rating the shares of
MuniPreferred) and the Auction Agent (if either S&P or Moody's is then rating
the shares of MuniPreferred) (i) the mathematical accuracy of the calculations
reflected in such Report (and in any other MuniPreferred Basic Maintenance
Report, randomly selected by the Independent Accountant, that was delivered by
the Fund during the quarter ending on such Quarterly Valuation Date) and (ii)
that, in such Report (and in such randomly selected Report), the Fund determined
in accordance with this Statement whether the Fund had, at such Quarterly
Valuation Date (and at the Valuation Date addressed in such randomly-selected
Report), S&P Eligible Assets (if S&P is then rating the shares of MuniPreferred)
of an aggregate Discounted Value at least equal to the MuniPreferred Basic
Maintenance Amount and Moody's Eligible Assets (if Moody's is then rating the
shares of MuniPreferred) of an aggregate Discounted Value at least equal to the
MuniPreferred Basic Maintenance Amount (such confirmation being herein called
the "Accountant's Confirmation").
(d) Within ten Business Days after the date of delivery of a
MuniPreferred Basic Maintenance Report in accordance with paragraph (b) of this
Section 7 relating to any Valuation Date on which the Fund failed to satisfy the
MuniPreferred Basic Maintenance Amount, and relating to the MuniPreferred Basic
Maintenance Cure Date with respect to such failure to satisfy the MuniPreferred
Basic Maintenance Amount, the Fund shall cause the Independent Accountant to
provide to S&P (if S&P is then rating the shares of MuniPreferred), Moody's (if
Moody's is then rating the shares of MuniPreferred) and the Auction Agent (if
either S&P or Moody's is then rating the shares of MuniPreferred) an
Accountant's Confirmation as to such MuniPreferred Basic Maintenance Report.
(e) If any Accountant's Confirmation delivered pursuant to paragraph (c)
or (d) of this Section 7 shows that an error was made in the MuniPreferred Basic
Maintenance Report for a particular Valuation Date for which such Accountant's
Confirmation was required to be delivered, or shows that a lower aggregate
Discounted Value for the aggregate of all S&P Eligible Assets (if S&P is then
rating the shares of MuniPreferred) or Moody's Eligible Assets (if Moody's is
then rating the shares of MuniPreferred), as the case may be, of the Fund was
determined by the Independent Accountant, the calculation or determination made
by such Independent Accountant shall be final and conclusive and shall be
binding on the Fund, and the Fund shall accordingly amend and deliver the
MuniPreferred Basic Maintenance Report to S&P (if S&P is then rating the shares
of MuniPreferred), Moody's (if Moody's is then rating the shares of
MuniPreferred) and the Auction Agent (if either S&P or Moody's is then rating
the shares of MuniPreferred) promptly following receipt by the Fund of such
Accountant's Confirmation.
(f) On or before 5:00 p.m., New York City time, on the first Business
Day after the Date of Original Issue of any shares of MuniPreferred, the Fund
shall complete and deliver to S&P (if S&P is then rating the shares of
MuniPreferred) and Moody's (if Moody's is then rating the shares of
MuniPreferred) a MuniPreferred Basic Maintenance Report as of the close of
business on such Date of Original Issue. Within five Business Days of such Date
of original Issue, the Fund shall cause the Independent Accountant to confirm in
writing to S&P (if S&P is then rating the shares of MuniPreferred) (i) the
mathematical accuracy of the calculations reflected in such Report and (ii) that
the Discounted Value of S&P Eligible Assets reflected thereon equals or exceeds
the MuniPreferred Basic Maintenance Amount reflected thereon.
(g) On or before 5:00 p.m., New York City time, on the third Business
Day after either (i) the Fund shall have redeemed Common Stock or (ii) the ratio
of the Discounted Value of S&P Eligible Assets or the Discounted Value of
Moody's Eligible Assets to the MuniPreferred Basic Maintenance Amount is less
than or equal to 105%, the Fund shall complete and deliver to S&P (if S&P is
then rating the shares of MuniPreferred) or Moody's (if Moody's is then rating
the shares of MuniPreferred), as the case may be, a MuniPreferred Basic
Maintenance Report as of the date of either such event.
<PAGE>
8. [RESERVED]
9. RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS.
(a) DIVIDENDS ON PREFERRED STOCK OTHER THAN MUNIPREFERRED. Except as set
forth in the next sentence, no dividends shall be declared or paid or set apart
for payment on the shares of any class or series of stock ranking, as to the
payment of dividends, on a parity with shares of MuniPreferred for any period
unless full cumulative dividends have been or contemporaneously are declared and
paid on the shares of each series of MuniPreferred through its most recent
Dividend Payment Date. When dividends are not paid in full upon the shares of
each series of MuniPreferred through its most recent Dividend Payment Date or
upon the shares of any other class or series of stock ranking on a parity as to
the payment of dividends with shares of MuniPreferred through their most recent
respective dividend payment dates, all dividends declared upon shares of
MuniPreferred and any other such class or series of stock ranking on a parity as
to the payment of dividends with shares of MuniPreferred shall be declared pro
rata so that the amount of dividends declared per share on shares of
MuniPreferred and such other class or series of stock shall in all cases bear to
each other the same ratio that accumulated dividends per share on the shares of
MuniPreferred and such other class or series of stock bear to each other (for
purposes of this sentence, the amount of dividends declared per share of
MuniPreferred shall be based on the Applicable Rate for such share for the
Dividend Periods during which dividends were not paid in full).
(b) DIVIDENDS AND OTHER DISTRIBUTIONS WITH RESPECT TO COMMON STOCK UNDER
THE 1940 ACT. The Board of Directors shall not declare any dividend (except a
dividend payable in shares of Common Stock), or declare any other distribution,
upon shares of Common Stock, or purchase shares of Common Stock, unless in every
such case the shares of Preferred Stock have, at the time of any such
declaration or purchase, an asset coverage (as defined in and determined
pursuant to the 1940 Act) of at least 200% (or such other asset coverage as may
in the future be specified in or under the 1940 Act as the minimum asset
coverage for senior securities which are stock of a closed-end investment
company as a condition of declaring dividends on its common stock) after
deducting the amount of such dividend, distribution or purchase price, as the
case may be.
(c) OTHER RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS. For so long
as any share of MuniPreferred is outstanding, and except as set forth in
paragraph (a) of this Section 9 and paragraph (c) of Section 12 of this Part I,
(A) the Fund shall not declare, pay or set apart for payment any dividend or
other distribution (other than a dividend or distribution paid in shares of, or
in options, warrants or rights to subscribe for or purchase, Common Stock or
other stock, if any, ranking junior to the shares of MuniPreferred as to the
payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up) in respect of the Common Stock or any other stock of
the Fund ranking junior to or on a parity with the shares of MuniPreferred as to
the payment of dividends or the distribution of assets upon dissolution,
liquidation or winding up, or call for redemption, redeem, purchase or otherwise
acquire for consideration any shares of Common Stock or any other such junior
stock (except by conversion into or exchange for stock of the Fund ranking
junior to the shares of MuniPreferred as to the payment of dividends and the
distribution of assets upon dissolution, liquidation or winding up), or any such
parity stock (except by conversion into or exchange for stock of the Fund
ranking junior to or on a parity with MuniPreferred as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up), unless (i) full cumulative dividends on shares of each series of
MuniPreferred through its most recently ended Dividend Period shall have been
paid or shall have been declared and sufficient funds for the payment thereof
deposited with the Auction Agent and (ii) the Fund has redeemed the full number
of shares of MuniPreferred required to be redeemed by any provision for
mandatory redemption pertaining thereto, and (B) the Fund shall not declare, pay
or set apart for payment any dividend or other distribution (other than a
dividend or distribution paid in shares of, or in options, warrants or rights to
subscribe for or purchase, Common Stock or other stock, if any, ranking junior
to shares of MuniPreferred as to the payment of dividends and the distribution
of assets upon dissolution, liquidation or winding up) in respect of Common
Stock or any other stock of the Fund ranking junior to
<PAGE>
shares of MuniPreferred as to the payment of dividends or the distribution of
assets upon dissolution, liquidation or winding up, or call for redemption,
redeem, purchase or otherwise acquire for consideration any shares of Common
Stock or any other such junior stock (except by conversion into or exchange for
stock of the Fund ranking junior to shares of MuniPreferred as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up), unless immediately after such transaction the Discounted Value of
Moody's Eligible Assets (if Moody's is then rating the shares of MuniPreferred)
and S&P Eligible Assets (if S&P is then rating the shares of MuniPreferred)
would each at least equal the MuniPreferred Basic Maintenance Amount.
10. RATING AGENCY RESTRICTIONS.
For so long as any shares of MuniPreferred are outstanding and Moody's
or S&P, or both, are rating such shares, the Fund will not, unless it has
received written confirmation from Moody's or S&P, or both, as appropriate, that
any such action would not impair the ratings then assigned by such rating agency
to such shares, engage in any one or more of the following transactions:
(a) buy or sell futures or write put or call options;
(b) borrow money, except that the Fund may, without obtaining the
written confirmation described above, borrow money for the purpose of clearing
securities transactions if (i) the MuniPreferred Basic Maintenance Amount would
continue to be satisfied after giving effect to such borrowing and (ii) such
borrowing (A) is privately arranged with a bank or other person and is evidenced
by a promissory note or other evidence of indebtedness that is not intended to
be publicly distributed or (B) is for "temporary purposes," is evidenced by a
promissory note or other evidence of indebtedness and is in an amount not
exceeding 5 per centum. of the value of the total assets of the Fund at the time
of the borrowing; for purposes of the foregoing, "temporary purpose" means that
the borrowing is to be repaid within sixty days and is not to be extended or
renewed;
(c) issue additional shares of any series of MuniPreferred or any
class or series of stock ranking prior to or on a parity with shares of
MuniPreferred with respect to the payment of dividends or the distribution of
assets upon dissolution, liquidation or winding up of the Fund, or reissue any
shares of MuniPreferred previously purchased or redeemed by the Fund;
(d) engage in any short sales of securities;
(e) lend securities;
(f) merge or consolidate into or with any other corporation;
(g) change the pricing service (currently J.J. Kenny) referred to in
the definition of Market Value; or
(h) enter into reverse repurchase agreements.
11. REDEMPTION.
(a) OPTIONAL REDEMPTION. (i) Subject to the provisions of subparagraph
(v) of this paragraph (a), shares of MuniPreferred of any series may be
redeemed, at the option of the Fund as a whole or from time to time in part, on
the second Business Day preceding any Dividend Payment Date for shares of such
series, out of funds legally available therefor, at a redemption price per share
equal to the sum of $25,000 plus an amount equal to accumulated but unpaid
dividends thereon (whether or not earned or declared) to (but not including) the
date fixed for redemption; PROVIDED, HOWEVER, that (1) shares of a series of
MuniPreferred may not be redeemed in part if after such partial redemption fewer
than 500 shares of such series remain outstanding; (2) unless otherwise provided
in Section 11 of APPENDIX A
<PAGE>
hereto, shares of a series of MuniPreferred are redeemable by the Fund during
the Initial Rate Period thereof only on the second Business Day next preceding
the last Dividend Payment Date for such Initial Rate Period; and (3) subject to
subparagraph (ii) of this paragraph (a), the Notice of Special Rate Period
relating to a Special Rate Period of shares of a series of MuniPreferred, as
delivered to the Auction Agent and filed with the Secretary of the Fund, may
provide that shares of such series shall not be redeemable during the whole or
any part of such Special Rate Period (except as provided in subparagraph (iv) of
this paragraph (a)) or shall be redeemable during the whole or any part of such
Special Rate Period only upon payment of such redemption premium or premiums as
shall be specified therein ("Special Redemption Provisions").
(ii) A Notice of Special Rate Period relating to shares of a series of
MuniPreferred for a Special Rate Period thereof may contain Special Redemption
Provisions only if the Fund's Board of Directors, after consultation with the
Broker-Dealer or Broker-Dealers for such Special Rate Period of shares of such
series, determines that such Special Redemption Provisions are in the best
interest of the Fund.
(iii) If fewer than all of the outstanding shares of a series of
MuniPreferred are to be redeemed pursuant to subparagraph (i) of this paragraph
(a), the number of shares of such series to be redeemed shall be determined by
the Board of Directors, and such shares shall be redeemed pro rata from the
Holders of shares of such series in proportion to the number of shares of such
series held by such Holders.
(iv) Subject to the provisions of subparagraph (v) of this paragraph
(a), shares of any series of MuniPreferred may be redeemed, at the option of the
Fund, as a whole but not in part, out of funds legally available therefor, on
the first day following any Dividend Period thereof included in a Rate Period
consisting of more than 364 Rate Period Days if, on the date of determination of
the Applicable Rate for shares of such series for such Rate Period, such
Applicable Rate equalled or exceeded on such date of determination the Treasury
Note Rate for such Rate Period, at a redemption price per share equal to the sum
of $25,000 plus an amount equal to accumulated but unpaid dividends thereon
(whether or not earned or declared) to (but not including) the date fixed for
redemption.
(v) The Fund my not on any date mail a Notice of Redemption pursuant
to paragraph (c) of this section 11 in respect of a redemption contemplated to
be effected pursuant to this paragraph (a) unless on such date (a) the Fund has
available Deposit Securities with maturity or tender dates not later than the
day preceding the applicable redemption date and having a value not less than
the amount (including any applicable premium) due to Holders of shares of
MuniPreferred by reason of the redemption of such shares on such redemption date
and (b) the Discounted Value of Moody's Eligible Assets (if Moody's is then
rating the shares of MuniPreferred) and the Discounted Value of S&P Eligible
Assets (if S&P is then rating the shares of MuniPreferred) each at least equal
the MuniPreferred Basic Maintenance Amount, and would at least equal the
MuniPreferred Basic Maintenance Amount immediately subsequent to such redemption
if such redemption were to occur on such date. For purposes of determining in
clause (b) of the preceding sentence whether the Discounted Value of Moody's
Eligible Assets at least equals the MuniPreferred Basic Maintenance Amount, the
Moody's Discount Factors applicable to Moody's Eligible Assets shall be
determined by reference to the first Exposure Period longer than the Exposure
Period then applicable to the Fund, as described in the definition of Moody's
Discount Factor herein.
(b) MANDATORY REDEMPTION. The Fund shall redeem, at a redemption
price equal to $25,000 per share plus accumulated but unpaid dividends thereon
(whether or not earned or declared) to (but not including) the date fixed by the
Board of Directors for redemption, certain of the shares of MuniPreferred, if
the Fund fails to have either Moody's Eligible Assets with a Discounted Value or
S&P Eligible Assets with a Discounted Value greater than or equal to the
MuniPreferred Basic Maintenance Amount or fails to maintain the 1940 Act
MuniPreferred Asset Coverage, in accordance with the requirements of the rating
agency or agencies then rating the shares of MuniPreferred, and such failure is
<PAGE>
not cured on or before the MuniPreferred Basic Maintenance Cure Date or the 1940
Act Cure Date, as the case may be. The number of shares of MuniPreferred to be
redeemed shall be equal to the lesser of (i) the minimum number of shares of
MuniPreferred, together with all shares of other Preferred Stock subject to
redemption or retirement, the redemption of which, if deemed to have occurred
immediately prior to the opening of business on the Cure Date, would have
resulted in the Fund's having both Moody's Eligible Assets with a Discounted
Value and S&P Eligible Assets with a Discounted Value greater than or equal to
the MuniPreferred Basic Maintenance Amount or maintaining the 1940 Act
MuniPreferred Asset Coverage, as the case may be, on such Cure Date (PROVIDED,
HOWEVER, that if there is no such minimum number of shares of MuniPreferred and
shares of other Preferred Stock the redemption or retirement of which would have
had such result, all shares of MuniPreferred and Preferred Stock then
outstanding shall be redeemed), and (ii) the maximum number of shares of
MuniPreferred, together with all shares of other Preferred Stock subject to
redemption or retirement, that can be redeemed out of funds expected to be
legally available therefor. In determining the shares of MuniPreferred required
to be redeemed in accordance with the foregoing, the Fund shall allocate the
number required to be redeemed to satisfy the MuniPreferred Basic Maintenance
Amount or the 1940 Act MuniPreferred Asset Coverage, as the case may be, pro
rata among shares of MuniPreferred and other Preferred Stock (and, then, pro
rata among each series of MuniPreferred) subject to redemption or retirement.
The Fund shall effect such redemption on the date fixed by the Fund therefor,
which date shall not be earlier than 20 days nor later than 40 days after such
Cure Date, except that if the Fund does not have funds legally available for the
redemption of all of the required number of shares of MuniPreferred and shares
of other Preferred Stock which are subject to redemption or retirement or the
Fund otherwise is unable to effect such redemption on or prior to 40 days after
such Cure Date, the Fund shall redeem those shares of MuniPreferred and shares
of other Preferred Stock which it was unable to redeem on the earliest
practicable date on which it is able to effect such redemption. If fewer than
all of the outstanding shares of a series of MuniPreferred are to be redeemed
pursuant to this paragraph (b), the number of shares of such series to be
redeemed shall be redeemed pro rata from the Holders of shares of such series in
proportion to the number of shares of such series held by such Holders.
(c) NOTICE OF REDEMPTION. If the Fund shall determine or be required
to redeem shares of a series of MuniPreferred pursuant to paragraph (a) or (b)
of this Section 11, it shall mail a Notice of Redemption with respect to such
redemption by first class mail, postage prepaid, to each Holder of the shares of
such series to be redeemed, at such Holder's address as the same appears on the
stock books of the Fund on the record date established by the Board of
Directors. Such Notice of Redemption shall be so mailed not less than 20 nor
more than 45 days prior to the date fixed for redemption. Each such Notice of
Redemption shall state: (i) the redemption date; (ii) the number of shares of
MuniPreferred to be redeemed and the series thereof; (iii) the CUSIP number for
shares of such series; (iv) the Redemption Price; (v) the place or places where
the certificate(s) for such shares (properly endorsed or assigned for transfer,
if the Board of Directors shall so require and the Notice of Redemption shall so
state) are to be surrendered for payment of the Redemption Price; (vi) that
dividends on the shares to be redeemed will cease to accumulate on such
redemption date; and (vii) the provisions of this Section 11 under which such
redemption is made. If fewer than all shares of a series of MuniPreferred held
by any Holder are to be redeemed, the Notice of Redemption mailed to such Holder
shall also specify the number of shares of such series to be redeemed from such
Holder. The Fund may provide in any Notice of Redemption relating to a
redemption contemplated to be effected pursuant to paragraph (a) of this Section
11 that such redemption is subject to one or more conditions precedent and that
the Fund shall not be required to effect such redemption unless each such
condition shall have been satisfied at the time or times and in the manner
specified in such Notice of Redemption.
(d) NO REDEMPTION UNDER CERTAIN CIRCUMSTANCES. Notwithstanding the
provisions of paragraphs (a) or (b) of this Section 11, if any dividends on
shares of a series of MuniPreferred (whether or not earned or declared) are in
arrears, no shares of such series shall be redeemed unless all outstanding
shares of such series are simultaneously redeemed, and the Fund shall not
purchase or otherwise acquire any shares of such series; PROVIDED, HOWEVER, that
the foregoing shall not prevent the purchase or acquisition of all outstanding
shares of such series pursuant to the successful
<PAGE>
completion of an otherwise lawful purchase or exchange offer made on the same
terms to, and accepted by, Holders of all outstanding shares of such series.
(e) ABSENCE OF FUNDS AVAILABLE FOR REDEMPTION. To the extent that any
redemption for which Notice of Redemption has been mailed is not made by reason
of the absence of legally available funds therefor, such redemption shall be
made as soon as practicable to the extent such funds become available. Failure
to redeem shares of MuniPreferred shall be deemed to exist at any time after the
date specified for redemption in a Notice of Redemption when the Fund shall have
failed, for any reason whatsoever, to deposit in trust with the Auction Agent
the Redemption Price with respect to any shares for which such Notice of
Redemption has been mailed; PROVIDED, HOWEVER, that the foregoing shall not
apply in the case of the Fund's failure to deposit in trust with the Auction
Agent the Redemption Price with respect to any shares where (1) the Notice of
Redemption relating to such redemption provided that such redemption was subject
to one or more conditions precedent and (2) any such condition precedent shall
not have been satisfied at the time or times and in the manner specified in such
Notice of Redemption. Notwithstanding the fact that the Fund may not have
redeemed shares of MuniPreferred for which a Notice of Redemption has been
mailed, dividends may be declared and paid on shares of MuniPreferred and shall
include those shares of MuniPreferred for which a Notice of Redemption has been
mailed.
(f) AUCTION AGENT AS TRUSTEE OF REDEMPTION PAYMENTS BY FUND. All
moneys paid to the Auction Agent for payment of the Redemption Price of shares
of MuniPreferred called for redemption shall be held in trust by the Auction
Agent for the benefit of Holders of shares so to be redeemed.
(g) SHARES FOR WHICH NOTICE OF REDEMPTION HAS BEEN GIVEN ARE NO
LONGER OUTSTANDING. Provided a Notice of Redemption has been mailed pursuant to
paragraph (c) of this Section 11, upon the deposit with the Auction Agent (on
the Business Day next preceding the date fixed for redemption thereby, in funds
available on the next Business Day in The City of New York, New York) of funds
sufficient to redeem the shares of MuniPreferred that are the subject of such
notice, dividends on such shares shall cease to accumulate and such shares shall
no longer be deemed to be outstanding for any purpose, and all rights of the
Holders of the shares so called for redemption shall cease and terminate, except
the right of such Holders to receive the Redemption Price, but without any
interest or other additional amount, except as provided in subparagraph (e)(i)
of Section 2 of this Part I and in Section 3 of this Part I. Upon surrender in
accordance with the Notice of Redemption of the certificates for any shares so
redeemed (properly endorsed or assigned for transfer, if the Board of Directors
shall so require and the Notice of Redemption shall so state), the Redemption
Price shall be paid by the Auction Agent to the Holders of shares of
MuniPreferred subject to redemption. In the case that fewer than all of the
shares represented by any such certificate 'are redeemed, a new certificate
shall be issued, representing the unredeemed shares, without cost to the Holder
thereof. The Fund shall be entitled to receive from the Auction Agent, promptly
after the date fixed for redemption, any cash deposited with the Auction Agent
in excess of (i) the aggregate Redemption Price of the shares of MuniPreferred
called for redemption on such date and (ii) all other amounts to which Holders
of shares of MuniPreferred called for redemption may be entitled. Any funds so
deposited that are unclaimed at the end of 90 days from such redemption date
shall, to the extent permitted by law, be repaid to the Fund, after which time
the Holders of shares of MuniPreferred so called for redemption may look only to
the Fund for payment of the Redemption Price and all other amounts to which they
may be entitled. The Fund shall be entitled to receive, from time to time after
the date fixed for redemption, any interest on the funds so deposited.
(h) COMPLIANCE WITH APPLICABLE LAW. In effecting any redemption
pursuant to this Section 11, the Fund shall use its best efforts to comply with
all applicable conditions precedent to effecting such redemption under the 1940
Act and Minnesota law, but shall effect no redemption except in accordance with
the 1940 Act and Minnesota law.
<PAGE>
(i) ONLY WHOLE SHARES OF MUNIPREFERRED MAY BE REDEEMED. In the case
of any redemption pursuant to this Section 11, only whole shares of
MuniPreferred shall be redeemed, and in the event that any provision of the
Articles would require redemption of a fractional share, the Auction Agent shall
be authorized to round up so that only whole shares are redeemed.
12. LIQUIDATION RIGHTS.
(a) RANKING. The shares of a series of MuniPreferred shall rank on a
parity with each other, with shares of any other series of MuniPreferred and
with shares of any other series of Preferred Stock as to the distribution of
assets upon dissolution, liquidation or winding up of the affairs of the Fund.
(b) DISTRIBUTIONS UPON LIQUIDATION. Upon the dissolution, liquidation
or winding up of the affairs of the Fund, whether voluntary or involuntary, the
Holders of shares of MuniPreferred then outstanding shall be entitled to receive
and to be paid out of the assets of the Fund available for distribution to its
shareholders, before any payment or distribution shall be made on the Common
Stock or on any other class of stock of the Fund ranking junior to the
MuniPreferred upon dissolution, liquidation or winding up, an amount equal to
the Liquidation Preference with respect to such shares plus an amount equal to
all dividends thereon (whether or not earned or declared) accumulated but unpaid
to (but not including) the date of final distribution in same-day funds,
together with any payments required to be made pursuant to Section 3 of this
Part I in connection with the liquidation of the Fund. After the payment to the
Holders of the shares of MuniPreferred of the full preferential amounts provided
for in this paragraph (b), the Holders of MuniPreferred as such shall have no
right or claim to any of the remaining assets of the Fund.
(c) PRO RATA DISTRIBUTIONS. In the event the assets of the Fund
ayailable for distribution to the Holders of shares of MuniPreferred upon any
dissolution, liquidation, or winding up of the affairs of the Fund, whether
voluntary or involuntary, shall be insufficient to pay in full all amounts to
which such Holders are entitled pursuant to paragraph (b) of this Section 12, no
such distribution shall be made on account of any shares of any other class or
series of Preferred Stock ranking on a parity with the shares of MuniPreferred
with respect to the distribution of assets upon such dissolution, liquidation or
winding up unless proportionate distributive amounts shall be paid on account of
the shares of MuniPreferred, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.
(d) RIGHTS OF JUNIOR STOCK. Subject to the rights of the holders of
shares of any series or class or classes of stock ranking on a parity with the
shares of MuniPreferred with respect to the distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Fund, after payment
shall have been made in full to the Holders of the shares of MuniPreferred as
provided in paragraph (b) of this Section 12, but not prior thereto, any other
series or class or classes of stock ranking junior to the shares of
MuniPreferred with respect to the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Fund shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the Holders
of the shares of MuniPreferred shall not be entitled to share therein.
(e) CERTAIN EVENTS NOT CONSTITUTING LIQUIDATION. Neither the sale of
all or substantially all the property or business of the Fund, nor the merger or
consolidation of the Fund into or with any other corporation nor the merger or
consolidation of any other corporation into or with the Fund shall be a
dissolution, liquidation or winding up, whether voluntary or involuntary, for
the purposes of this Section 12.
13. MISCELLANEOUS.
<PAGE>
(a) AMENDMENT OF APPENDIX A TO ADD ADDITIONAL SERIES. Subject to the
provisions of paragraph (c) of Section 10 of this Part I, the Board of Directors
may, by resolution duly adopted, without shareholder approval (except as
otherwise provided by this Statement or required by applicable law), amend
APPENDIX A hereto to (1) reflect any amendments hereto which the Board of
Directors is entitled to adopt pursuant to the terms of this Statement without
shareholder approval and (2) add additional series of MuniPreferred or
additional shares of a series of MuniPreferred (and terms relating thereto) to
the series and shares of MuniPreferred theretofore described thereon. Each such
additional series and all such additional shares shall be governed by the terms
of this Statement.
(b) APPENDIX A INCORPORATED BY REFERENCE. APPENDIX A hereto is
incorporated in and made a part of this Statement by reference thereto.
(c) NO FRACTIONAL SHARES. No fractional shares of MuniPreferred shall
be issued.
(d) STATUS OF SHARES OF MUNIPREFERRED REDEEMED, EXCHANGED OR
OTHERWISE ACQUIRED BY THE FUND. Shares of MuniPreferred which are redeemed,
exchanged or otherwise acquired by the Fund shall return to the status of
authorized and unissued shares of Preferred Stock without designation as to
series. Upon the redemption, exchange or other acquisition by the Fund of all
outstanding shares of a series of MuniPreferred, all provisions of the Articles
relating to such series (including, without limitation, all provisions of this
Statement relating to such series) shall cease to be of further effect and shall
cease to be part of the Articles. Upon the occurrence of any such event, the
Board of Directors shall have the power, pursuant to Minnesota Statutes Section
302A.135, Subdivision 5 or any successor provision and without shareholder
action, to cause restated articles of incorporation of the Fund or other
appropriate documents to be prepared and filed with the Secretary of State of
the State of Minnesota which reflect such removal from the Articles of all such
provisions relating to such series or, if appropriate, the cancellation of this
Statement, or both.
(e) BOARD MAY RESOLVE AMBIGUITIES. To the extent permitted by
applicable law, the Board of Directors may interpret or adjust the provisions of
this Statement to resolve any inconsistency or ambiguity or to remedy any formal
defect, and may amend this Statement with respect to any series of MuniPreferred
prior to the issuance of shares of such series.
(f) HEADINGS NOT DETERMINATIVE. The headings contained in this
Statement are for convenience of reference only and shall not affect the meaning
or interpretation of this Statement.
(g) NOTICES. All notices or communications, unless otherwise
specified in the By-Laws of the Fund or this Statement, shall be sufficiently
given if in writing and delivered in person or mailed by first-class mail,
postage prepaid.
<PAGE>
PART II.
1. ORDERS. (a) Prior to the Submission Deadline on each Auction Date
for shares of a series of MuniPreferred:
(i) each Beneficial Owner of shares of such series may submit to its
Broker-Dealer by telephone or otherwise information as to:
(A) the number of Outstanding shares, if any, of such series held by
such Beneficial Owner which such Beneficial Owner desires to continue to hold
without regard to the Applicable Rate for shares of such series for the next
succeeding Rate Period of such shares;
(B) the number of Outstanding shares, if any, of such series held by
such Beneficial Owner which such Beneficial Owner offers to sell if the
Applicable Rate for shares of such series for the next succeeding Rate Period of
shares of such series shall be less than the rate per annum specified by such
Beneficial owner; and/or
(C) the number of Outstanding shares, if any, of such series held by
such Beneficial Owner which such Beneficial Owner offers to sell without regard
to the Applicable Rate for shares of such series for the next succeeding Rate
Period of shares of such series; and
(ii) one or more Broker-Dealers, using lists of Potential Beneficial
Owners, shall in good faith for the purpose of conducting a competitive Auction
in a commercially reasonable manner, contact Potential Beneficial owners (by
telephone or otherwise), including Persons that are not Beneficial Owners, on
such lists to determine the number of shares, if any, of such series which each
such Potential Beneficial owner offers to purchase if the Applicable Rate for
shares of such series for the next succeeding Rate Period of shares of such
series shall not be less than the rate per annum specified by such Potential
Beneficial owner.
For the purposes hereof, the communication by a Beneficial Owner or Potential
Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the Auction Agent,
of information referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this
paragraph (a) is hereinafter referred to as an "Order" and collectively as
"Orders" and each Beneficial owner and each Potential Beneficial Owner placing
an order with a Broker-Dealer, and such Broker-Dealer placing an order with the
Auction Agent, is hereinafter referred to as a "Bidder" and collectively as
"Bidders"; an Order containing the information referred to in clause (i)(A) of
this paragraph (a) is hereinafter referred to as a "Hold Order" and collectively
as "Hold Orders"; an order containing the information referred to in clause
(i)(B) or (ii) of this paragraph (a) is hereinafter referred to as a "Bid" and
collectively as "Bids"; and an Order containing the information referred to in
clause (i)(C) of this paragraph (a) is hereinafter referred to as a "Sell Order"
and collectively as "Sell Orders."
(b)(i) A Bid by a Beneficial Owner or an Existing Holder of shares of
a series of MuniPreferred subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:
(A) the number of Outstanding shares of such series specified in such
Bid if the Applicable Rate for shares of such series determined on such Auction
Date shall be less than the rate specified therein;
(B) such number or a lesser number of outstanding shares of such
series to be determined as set forth in clause (iv) of paragraph (a) of Section
4 of this Part II if the Applicable Rate for shares of such series determined on
such Auction Date shall be equal to the rate specified therein; or
<PAGE>
(C) the number of Outstanding shares of such series specified in such
Bid if the rate specified therein shall be higher than the Maximum Rate for
shares of such series, or such number or a lesser number of Outstanding shares
of such series to be determined as set forth in clause (iii) of paragraph (b) of
Section 4 of this Part II if the rate specified therein shall be higher than the
Maximum Rate for shares of such series and Sufficient Clearing Bids for shares
of such series do not exist.
(ii) A Sell Order by a Beneficial Owner or an Existing Holder of
shares of a series of MuniPreferred subject to an Auction on any Auction Date
shall constitute an irrevocable offer to sell:
(A) the number of Outstanding shares of such series specified in such
Sell Order; or
(B) such number or a lesser number of Outstanding shares of such
series as set forth in clause (iii) of paragraph (b) of Section 4 of this Part
II if Sufficient Clearing Bids for shares of such series do not exist;
PROVIDED, HOWEVER, that a Broker-Dealer that is an Existing Holder with respect
to shares of a series of MuniPreferred shall not be liable to any Person for
failing to sell such shares pursuant to a Sell Order described in the proviso to
paragraph (c) of Section 2 of this Part II if (1) such shares were transferred
by the Beneficial owner thereof without compliance by such Beneficial Owner or
its transferee Broker-Dealer (or other transferee person, if permitted by the
Fund) with the provisions of Section 7 of this Part II or (2) such Broker-Dealer
has informed the Auction Agent pursuant to the terms of its Broker-Dealer
Agreement that, according to such Broker-Dealer's records, such Broker-Dealer
believes it is not the Existing Holder of such shares.
(iii) A Bid by a Potential Beneficial Holder or a Potential Holder of
shares of a series of MuniPreferred subject to an Auction on any Auction Date
shall constitute an irrevocable offer to purchase:
(A) the number of outstanding shares of such series specified in such
Bid if the Applicable Rate for shares of such series determined on such Auction
Date shall be higher than the rate specified therein; or
(B) such number or a lesser number of outstanding shares of such
series as set forth in clause (v) of paragraph (a) of Section 4 of this Part II
if the Applicable Rate for shares of such series determined on such Auction Date
shall be equal to the rate specified therein.
(c) No Order for any number of shares of MuniPreferred other than
whole shares shall be valid.
2. SUBMISSION OF ORDERS BY-BROKER-DEALERS TO AUCTION AGENT. (a) Each
Broker-Dealer shall submit in writing to the Auction Agent prior to the
Submission Deadline on each Auction Date all orders for shares of MuniPreferred
of a series subject to an Auction on such Auction Date obtained by such Broker-
Dealer, designating itself (unless otherwise permitted by the Fund) as an
Existing Holder in respect of shares subject to Orders submitted or deemed
submitted to it by Beneficial Owners and as a Potential Holder in respect of
shares subject to Orders submitted to it by Potential Beneficial owners, and
shall specify with respect to each Order for such shares:
(i) the name of the Bidder placing such order (which shall be the
Broker-Dealer unless otherwise permitted by the Fund);
(ii) the aggregate number of shares of such series that are the
subject of such Order;
(iii) to the extent that such Bidder is an Existing Holder of shares
of such series:
<PAGE>
(A) the number of shares, if any, of such series subject to any Hold
Order of such Existing Holder;
(B) the number of shares, if any, of such series subject to any Bid
of such Existing Holder and the rate specified in such Bid; and
(C) the number of shares, if any, of such series subject to any Sell
Order of such Existing Holder; and
(iv) to the extent such Bidder is a Potential Holder of shares of such
series, the rate and number of shares of such series specified in such Potential
Holder's Bid.
(b) If any rate specified in any Bid contains more than three figures
to the right of the decimal point, the Auction Agent shall round such rate up to
the next highest one thousandth (.001) of 1%.
(c) If an Order or Orders covering all of the outstanding shares of
MuniPreferred of a series held by any Existing Holder is not submitted to the
Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a
Hold Order to have been submitted by or on behalf of such Existing Holder
covering the number of Outstanding shares of such series held by such Existing
Holder and not subject to orders submitted to the Auction Agent; PROVIDED,
HOWEVER, that if an Order or Orders covering all of the outstanding shares of
such series held by any Existing Holder is not submitted to the Auction Agent
prior to the Submission Deadline for an Auction relating to a Special Rate
Period consisting of more than 28 Rate Period Days, the Auction Agent shall deem
a Sell Order to have been submitted by or on behalf of such Existing Holder
covering the number of outstanding shares of such series held by such Existing
Holder and not subject to Orders submitted to the Auction Agent.
(d) If one or more Orders of an Existing Holder is submitted to the
Auction Agent covering in the aggregate more than the number of outstanding
shares of MuniPreferred of a series subject to an Auction held by such Existing
Holder, such Orders shall be considered valid in the following order of
priority:
(i) all Hold Orders for shares of such series shall be considered
valid, but only up to and including in the aggregate the number of Outstanding
shares of such series held by such Existing Holder, and if the number of shares
of such series subject to such Hold orders exceeds the number of Outstanding
shares of such series held by such Existing Holder, the number of shares subject
to each such Hold Order shall be reduced pro rata to cover the number of
Outstanding shares of such series held by such Existing Holder;
(ii) any Bid for shares of such series shall be considered valid up to
and including the excess of the number of outstanding shares of such series held
by such Existing Holder over the number of shares of such series subject to any
Hold Orders referred to in clause (i) above;
(B) subject to subclause (A), if more than one Bid of an Existing
Holder for shares of such series is submitted to the Auction Agent with the same
rate and the number of outstanding shares of such series subject to such Bids is
greater than such excess, such Bids shall be considered valid up to and
including the amount of such excess, and the number of shares of such series
subject to each Bid with the same rate shall be reduced pro rata to cover the
number of shares of such series equal to such excess;
(C) subject to subclauses (A) and (B), if more than one Bid of an
Existing Holder for shares of such series is submitted to the Auction Agent with
different rates, such Bids shall be considered valid in the ascending order of
their respective rates up to and including the amount of such excess; and
<PAGE>
(D) in any such event, the number, if any,-of such Outstanding shares
of such series subject to any portion of Bids considered not valid in whole or
in part under this clause (ii) shall be treated as the subject of a Bid for
shares of such series by or on behalf of a Potential Holder at the rate therein
specified; and
(iii) all Sell Orders for shares of such series shall be considered
valid up to and including the excess of the number of Outstanding shares of such
series held by such Existing Holder over the sum of shares of such series
subject to valid Hold Orders referred to in clause (i) above and valid Bids
referred to in clause (ii) above.
(e) If more than one Bid for one or more shares of a series of
MuniPreferred is submitted to the Auction Agent by or on behalf of any Potential
Holder, each such Bid submitted shall be a separate Bid with the rate and number
of shares therein specified.
(f) Any Order submitted by a Beneficial Owner or a Potential
Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction
Agent, prior to the Submission Deadline on any Auction Date, shall be
irrevocable.
3. DETERMINATION OF SUFFICIENT CLEARING BIDS, WINNING BID RATE AND
APPLICABLE RATE. (a) Not earlier than the Submission Deadline on each Auction
Date for shares of a series of MuniPreferred, the Auction Agent shall assemble
all valid orders submitted or deemed submitted to it by the Broker-Dealers in
respect of shares of such series (each such Order as submitted or deemed
submitted by a Broker-Dealer being hereinafter referred to individually as a
"Submitted Hold order," a "Submitted Bid" or a "Submitted Sell Order," as the
case may be, or as a "Submitted Order" and collectively as "Submitted Hold
Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as
"Submitted Orders") and shall determine for such series:
(i) the excess of the number of outstanding shares of such series
over the number of Outstanding shares of such series subject to Submitted Hold
Orders (such excess being hereinafter referred to as the "Available
MuniPreferred" of such series);
(ii) from the Submitted Orders for shares of such series whether:
(A) the number of Outstanding shares of such series subject to
Submitted Bids of Potential Holders specifying one or more rates equal to or
lower than the Maximum Rate for shares of such series;
exceeds or is equal to the sum of:
(B) the number of Outstanding shares of such series subject to
Submitted Bids of Existing Holders specifying one or more rates higher than the
Maximum Rate for shares of such series; and
(C) the number of Outstanding shares of such series subject to
Submitted Sell Orders
(in the event such excess or such equality exists (other than because
the number of shares of such series in subclauses (B) and (C) above is
zero because all of the Outstanding shares of such series are subject
to Submitted Hold Orders), such Submitted Bids in subclause (A) above
being hereinafter referred to collectively as "Sufficient Clearing
Bids" for shares of such series); and
(iii) if Sufficient Clearing Bids for shares of such series exist, the
lowest rate specified in such Submitted Bids (the "Winning Bid Rate" for shares
of such series) which if:
<PAGE>
(A) (I) each such Submitted Bid of Existing Holders specifying such
lowest rate and (II) all other such Submitted Bids of Existing Holders
specifying lower rates were rejected, thus entitling such Existing Holders to
continue to hold the shares of such series that are subject to such Submitted
Bids; and
(B) (I) each such Submitted Bid of Potential Holders specifying such
lowest rate and all (II) other such Submitted Bids of Potential Holders
specifying lower rates were accepted;
would result in such Existing Holders described in subclause (A) above
continuing to hold an aggregate number of outstanding shares of such
series which, when added to the number of outstanding shares of such
series to be purchased by such Potential Holders described in
subclause (B) above, would equal not less than the Available
MuniPreferred of such series.
(b) Promptly after the Auction Agent has made the determinations
pursuant to paragraph (a) of this Section 3, the Auction Agent shall advise the
Fund of the Maximum Rate for shares of the series of MuniPreferred for which an
Auction is being held on the Auction Date and, based on such determination, the
Applicable Rate for shares of such series for the next succeeding Rate Period
thereof as follows:
(i) if Sufficient Clearing Bids for shares of such series exist, that
the Applicable Rate for all shares of such series for the next succeeding Rate
Period thereof shall be equal to the Winning Bid Rate for shares of such series
so determined;
(ii) if Sufficient Clearing Bids for shares of such series do not
exist (other than because all of the outstanding shares of such series are
subject to Submitted Hold Orders), that the Applicable Rate for all shares of
such series for the next succeeding Rate Period thereof shall be equal to the
Maximum Rate for shares of such series; or
(iii) if all of the Outstanding shares of such series are subject to
Submitted Hold Orders, that the Applicable Rate for all shares of such series
for the next succeeding Rate Period thereof shall be as set forth in Section 12
of APPENDIX A hereto.
4. ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL
ORDERS AND ALLOCATION OF SHARES. Existing Holders shall continue to hold the
shares of MuniPreferred that are subject to Submitted Hold Orders, and, based on
the determinations made pursuant to paragraph (a) of Section 3 of this Part II,
the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by
the Auction Agent and the Auction Agent shall take such other action as set
forth below:
(a) If Sufficient Clearing Bids for shares of a series of
MuniPreferred have been made, all Submitted Sell Orders with respect to shares
of such series shall be accepted and, subject to the provisions of paragraphs
(d) and (e) of this Section 4, Submitted Bids with respect to shares of such
series shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids with respect to shares of such series
shall be rejected:
(i) Existing Holders' Submitted Bids for shares of such series
specifying any rate that is higher than the Winning Bid Rate for shares of such
series shall be accepted, thus requiring each such Existing Holder to sell the
shares of MuniPreferred subject to such Submitted Bids;
(ii) Existing Holders' Submitted Bids for shares of such series
specifying any rate that is lower than the Winning Bid Rate for shares of such
series shall be rejected, thus entitling each such Existing Holder to continue
to hold the shares of MuniPreferred subject to such Submitted Bids;
(iii) Potential Holders' Submitted Bids for shares of such series
specifying any rate that is lower than the Winning Bid Rate for shares of such
series shall be accepted;
<PAGE>
(iv) each Existing Holder's Submitted Bid for-shares of such series
specifying a rate that is equal to the Winning Bid Rate for shares of such
series shall be rejected, thus entitling such Existing Holder to continue to
hold the shares of MuniPreferred subject to such Submitted Bid, unless the
number of Outstanding shares of MuniPreferred subject to all such Submitted Bids
shall be greater than the number of shares of MuniPreferred ("remaining shares")
in the excess of the Available MuniPreferred of such series over the number of
shares of MuniPreferred subject to Submitted Bids described in clauses (ii) and
(iii) of this paragraph (a), in which event such Submitted Bid of such Existing
Holder shall be rejected in part, and such Existing Holder shall be entitled to
continue to hold shares of MuniPreferred subject to such Submitted Bid, but only
in an amount equal to the number of shares of MuniPreferred of such series
obtained by multiplying the number of remaining shares by a fraction, the
numerator of which shall be the number of Outstanding shares of MuniPreferred
held by such Existing Holder subject to such Submitted Bid and the denominator
of which shall be the aggregate number of outstanding shares of MuniPreferred
subject to such Submitted Bids made by all such Existing Holders that specified
a rate equal to the Winning Bid Rate for shares of such series; and
(v) each Potential Holder's Submitted Bid for shares of such series
specifying a rate that is equal to the Winning Bid Rate for shares of such
series shall be accepted but only in an amount equal to the number of shares of
such series obtained by multiplying the number of shares in the excess of the
Available MuniPreferred of such series over the number of shares of
MuniPreferred subject to Submitted Bids described in clauses (ii) through (iv)
of this paragraph (a) by a fraction, the numerator of which shall be the number
of outstanding shares of MuniPreferred subject to such Submitted Bid and the
denominator of which shall be the aggregate number of outstanding shares of
MuniPreferred subject to such Submitted Bids made by all such Potential Holders
that specified a rate equal to the Winning Bid Rate for shares of such series.
(b) If Sufficient Clearing Bids for shares of a series of
MuniPreferred have not been made (other than because all of the Outstanding
shares of such series are subject to Submitted Hold Orders), subject to the
provisions of paragraph (d) of this Section 4, Submitted Orders for shares of
such series shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids for shares of such series shall be
rejected:
(i) Existing Holders' Submitted Bids for shares of such series
specifying any rate that is equal to or lower than the Maximum Rate for shares
of such series shall be rejected, thus entitling such Existing Holders to
continue to hold the shares of MuniPreferred subject to such Submitted Bids;
(ii) Potential Holders' Submitted Bids for shares of such series
specifying any rate that is equal to or lower than the Maximum Rate for shares
of such series shall be accepted; and
(iii) Each Existing Holder's Submitted Bid for shares of such series
specifying any rate that is higher than the Maximum Rate for shares of such
series and the Submitted Sell Orders for shares of such series of each Existing
Holder shall be accepted, thus entitling each Existing Holder that submitted or
on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to
sell the shares of such series subject to such Submitted Bid or Submitted Sell
order, but in both cases only in an amount equal to the number of shares of such
series obtained by multiplying the number of shares of such series subject to
Submitted Bids described in clause (ii) of this paragraph (b) by a fraction, the
numerator of which shall be the number of Outstanding shares of such series held
by such Existing Holder subject to such Submitted Bid or Submitted Sell Order
and the denominator of which shall be the aggregate number of outstanding shares
of such series subject to all such Submitted Bids and Submitted Sell Orders.
(c) If all of the Outstanding shares of a series of MuniPreferred are
subject to Submitted Hold Orders, all Submitted Bids for shares of such series
shall be rejected.
(d) If, as a result of the procedures described in clause (iv) or (v)
of paragraph (a) or clause (iii) of paragraph (b) of this Section 4, any
Existing Holder would be entitled or required to sell,
<PAGE>
or any Potential Holder would be entitled or required to purchase, a fraction of
a share of a series of MuniPreferred on any Auction Date, the Auction Agent
shall, in such manner as it shall determine in its sole discretion, round up or
down the number of shares of MuniPreferred of such series to be purchased or
sold by any Existing Holder or Potential Holder on such Auction Date as a result
of such procedures so that the number of shares so purchased or sold by each
Existing Holder or Potential Holder on such Auction Date shall be whole shares
of MuniPreferred.
(e) If, as a result of the procedures described in clause (v) of
paragraph (a) of this Section 4, any Potential Holder would be entitled or
required to purchase less than a whole share of a series of MuniPreferred on any
Auction Date, the Auction Agent shall, in such manner as it shall determine in
its sole discretion, allocate shares of MuniPreferred of such series for
purchase among Potential Holders so that only whole shares of MuniPreferred of
such series are purchased on such Auction Date as a result of such procedures by
any Potential Holder, even if such allocation results in one or more Potential
Holders not purchasing shares of MuniPreferred of such series on such Auction
Date.
(f) Based on the results of each Auction for shares of a series of
MuniPreferred, the Auction Agent shall determine the aggregate number of shares
of such series to be purchased and the aggregate number of shares of such series
to be sold by Potential Holders and Existing Holders and, with respect to each
Potential Holder and Existing Holder, to the extent that such aggregate number
of shares to be purchased and such aggregate number of shares to be sold differ,
determine to which other Potential Holder(s) or Existing Holder(s) they shall
deliver, or from which other Potential Holder(s) or Existing Holder(s) they
shall receive, as the case may be, shares of MuniPreferred of such series.
Notwithstanding any provision of the Auction Procedures or the Settlement
Procedures to the contrary, in the event an Existing Holder or Beneficial Owner
of shares of a series of MuniPreferred with respect to whom a Broker-Dealer
submitted a Bid to the Auction Agent for such shares that was accepted in whole
or in part, or submitted or is deemed to have submitted a Sell Order for such
shares that was accepted in whole or in part, fails to instruct its Agent Member
to deliver such shares against payment therefor, partial deliveries of shares of
MuniPreferred that have been made in respect of Potential Holders' or Potential
Beneficial Owners, Submitted Bids for shares of such series that have been
accepted in whole or in part shall constitute good delivery to such Potential
Holders and Potential Beneficial Owners.
(g) Neither the Fund nor the Auction Agent nor any affiliate of
either shall have any responsibility or liability with respect to the failure of
an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential
Beneficial Owner or its respective Agent Member to deliver shares of
MuniPreferred of any series or to pay for shares of MuniPreferred of any series
sold or purchased pursuant to the Auction Procedures or otherwise.
5. NOTIFICATION OF ALLOCATIONS. Whenever the Fund intends to include
any net capital gains or other income taxable for Federal income tax purposes in
any dividend on shares of MuniPreferred, the Fund shall, in the case of a
Minimum Rate Period or a Special Rate Period of 28 Rate Period Days or fewer,
and may, in the case of any other Special Rate Period, notify the Auction Agent
of the amount to be so included not later than the Dividend Payment Date next
preceding the Auction Date on which the Applicable Rate for such dividend is to
be established. Whenever the Auction Agent receives such notice from the Fund,
it will be required in turn to notify each Broker-Dealer, who, on or prior to
such Auction Date, in accordance with its Broker-Dealer Agreement, will be
required to notify its Beneficial Owners and Potential Beneficial Owners of
shares of MuniPreferred believed by it to be interested in submitting an Order
in the Auction to be held on such Auction Date.
6. AUCTION AGENT. For so long as any shares of MuniPreferred are
outstanding, the Auction Agent, duly appointed by the Fund to so act, shall be
in each case a commercial bank, trust company or other financial institution
independent of the Fund and its affiliates (which however, may engage or have
engaged in business transactions with the Fund or its affiliates) and at no time
shall the Fund or any of its affiliates act as the Auction Agent in connection
with the Auction Procedures. If the Auction Agent resigns or for any reason its
appointment is terminated during any period that any shares
<PAGE>
of MuniPreferred are outstanding, the Board of Directors shall use its best
efforts promptly thereafter to appoint another qualified commercial bank, trust
company or financial institution to act as the Auction Agent. The Auction
Agent's registry of Existing Holders of shares of a series of MuniPreferred
shall be conclusive and binding on the Broker-Dealers. A Broker-Dealer may
inquire of the Auction Agent between 3:00 p.m. on the Business Day preceding an
Auction for shares of a series of MuniPreferred and 9:30 a.m. on the Auction
Date for such Auction to ascertain the number of shares of such series in
respect of which the Auction Agent has determined such Broker-Dealer to be an
Existing Holder. If such Broker-Dealer believes it is the Existing Holder of
fewer shares of such series than specified by the Auction Agent in response to
such Broker-Dealer's inquiry, such Broker-Dealer may so inform the Auction Agent
of that belief. Such Broker-Dealer shall not, in its capacity as Existing Holder
of shares of such series, submit orders in such Auction in respect of shares of
such series covering in the aggregate more than the number of shares of such
series specified by the Auction Agent in response to such Broker-Dealer's
inquiry.
7. TRANSFER OF SHARES OF MUNIPREFERRED. Unless otherwise permitted by
the Fund, a Beneficial owner or an Existing Holder may sell, transfer or
otherwise dispose of shares of MuniPreferred only in whole shares and only
pursuant to a Bid or Sell Order placed with the Auction Agent in accordance with
the procedures described in this Part II or to a Broker-Dealer; PROVIDED,
HOWEVER, that (a) a sale, transfer or other disposition of shares of
MuniPreferred from a customer of a Broker-Dealer who is listed on the records of
that Broker-Dealer as the holder of such shares to that Broker-Dealer or another
customer of that Broker-Dealer shall not be deemed to be a sale, transfer or
other disposition for purposes of this Section 7 if such Broker-Dealer remains
the Existing Holder of the shares so sold, transferred or disposed of
immediately after such sale, transfer or disposition and (b) in the case of all
transfers other than pursuant to Auctions, the Broker-Dealer (or other Person,
if permitted by the Fund) to whom such transfer is made shall advise the Auction
Agent of such transfer.
8. GLOBAL CERTIFICATE. Prior to the commencement of a Voting Period, (i)
all of the shares of a series of MuniPreferred outstanding from time to time
shall be represented by one global certificate registered in the name of the
Securities Depository or its nominee and (ii) no registration of transfer of
shares of a series of MuniPreferred shall be made on the books of the Fund to
any Person other than the Securities Depository or its nominee. The foregoing
restriction on registration of transfer shall be conspicuously noted on the face
or back of the certificates of MuniPreferred in such a manner as to comply with
the requirements of Minnesota Statute Section 302A.429, Subd. 2, and Section
8-204 of the Uniform Commercial Code as in effect in the State of Minnesota, or
any successor provisions.
IN WITNESS WHEREOF, NUVEEN SELECT QUALITY MUNICIPAL FUND, INC., has
caused these presents to be signed in its name and on its behalf by its Vice
President on June , 1999.
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
By
------------------------------
Gifford R. Zimmerman
Vice President and Secretary
<PAGE>
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
Appendix A
SECTION 1. DESIGNATION AS TO SERIES.
Series TH: A series of 10,000 shares of Preferred Stock, par value $.01
per share, liquidation preference $25,000 per share, is hereby designated
"Municipal Auction Rate Cumulative Preferred Stock, Series TH." Shares of Series
TH MuniPreferred shall be issued on , 1999; have an Applicable Rate
for its Initial Rate Period equal to % per annum; have an initial Dividend
Payment Date of , 1999; and have such other preferences, limitations
and relative voting rights,in addition to those required by applicable law or
set forth in the Articles applicable to Preferred Stock of the Fund, as set
forth in Part I and Part II of this Statement. The Series TH MuniPreferred shall
constitute a separate series of Preferred Stock of the Fund, and each share of
Series TH MuniPreferred shall be identical except as provided in Section 11 of
Part I of this Statement.
SECTION 2. NUMBER OF AUTHORIZED SHARES PER SERIES.
The number of authorized shares constituting Series TH MuniPreferred is
10,000.
SECTION 3. EXCEPTIONS TO CERTAIN DEFINITIONS.
Notwithstanding the definitions contained under the heading
"Definitions" in this Statement, the following terms shall have the following
meanings for purposes of this Statement:
Not applicable.
SECTION 4. CERTAIN DEFINITIONS.
For purposes of this Statement, the following terms shall have the
following meanings (with terms defined in the singular having comparable
meanings when used in the plural and vice versa), unless the context otherwise
requires:
"ESCROWED BONDS" shall mean Municipal Obligations that (i) have
been determined to be legally defeased in accordance with S&P's legal
defeasance criteria, (ii) have been determined to be economically
defeased in accordance with S&P's economic defeasance criteria and
assigned a rating of AAA by S&P, (iii) are not rated by S&P but have
been determined to be legally defeased by Moody's or (iv) have been
determined to be economically defeased by Moody's and assigned a rating
no lower than the rating that is Moody's equivalent of S&P's AAA rating.
"GROSS-UP PAYMENT" means payment to a Holder of shares of
MuniPreferred of an amount which, when taken together with the aggregate
amount of Taxable Allocations made to such Holder to which such Gross-up
Payment relates, would cause such Holder's dividends in dollars (after
Federal income tax consequences) from the aggregate of such Taxable
Allocations and the related Gross-up Payment to be equal to the dollar
amount of the dividends which would have been received by such Holder if
the amount of such aggregate Taxable Allocations would have been
excludable from the gross income of such Holder. Such Gross-up Payment
shall be calculated (i) without consideration being given to the time
value of money; (ii) assuming that no Holder of shares of MuniPreferred
is subject to the Federal alternative minimum tax with respect to
dividends received from the Fund; and (iii) assuming that each Taxable
Allocation and each Gross-up Payment (except to the extent such Gross-up
Payment is designated as an exempt-interest dividend under Section
852(b)(5) of the Code or successor provisions) would be taxable in the
hands of each Holder of shares of MuniPreferred at the maximum marginal
regular Federal individual income tax rate applicable to ordinary income
or net capital gains, as applicable, or the maximum marginal regular
Federal corporate income tax rate applicable to ordinary income or net
capital gains, as applicable, whichever is greater, in effect at the
time such Gross-up Payment is made.
"MOODY'S DISCOUNT FACTOR" shall mean, for purposes of
determining the Discounted Value of any Moody's Eligible Asset, the
percentage determined by reference to the rating on such asset and the
shortest Exposure Period set forth opposite such rating that is the same
length as or is longer than the Moody's Exposure Period, in accordance
with the table set forth below:
RATING CATEGORY
- ---------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
V-MIG
EXPOSURE PERIOD Aaa* Aa* A* Baa* OTHER** -1*** SP-1+***
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
7 weeks 151% 159% 168% 202% 229% 136% 148%
8 weeks or less but greater
than seven weeks 154 164 173 205 235 137 149
9 weeks or less but greater
than eight weeks 158 169 179 209 242 138 150
</TABLE>
* Moody's rating.
** Municipal Obligations not rated by Moody's but rated BBB by S&P.
***Municipal Obligations rated MIG-1 or VMIG-l or, if not rated by Moody's,
rated SP-l+ by S&P, which do not mature or have a demand feature at par
exercisable in 30 days and which do not have a long-term rating.
Notwithstanding the foregoing, (i) the Moody's Discount Factor
for short-term Municipal Obligations will be 115%, so long as such
Municipal Obligations are rated at least MIG-1, VMIG-l or P-1 by Moody's
and mature or have a demand feature at par exercisable in 30 days or
less or 125% as long as such Municipal Obligations are rated at least A-
1+/AA or SP-1+/AA by S&P and mature or have a demand feature at par
exercisable in 30 days or less and (ii) no Moody's Discount Factor will
be applied to cash or to Receivables for Municipal Obligations Sold.
"MOODY'S ELIGIBLE ASSET" shall mean cash, Receivables for Municipal Obligations
Sold or a Municipal Obligation that (i) pays interest in cash, (ii) is publicly
rated Baa or higher by Moody's or, if not rated by Moody's but rated by S&P, is
rated at least BBB by S&P (PROVIDED, HOWEVER, that for purposes of determining
the Moody's Discount Factor applicable to any such S&P-rated Municipal
Obligation, such Municipal Obligation (excluding any short-term Municipal
Obligation) shall be deemed to have a Moody's rating which is one full rating
category lower than its S&P rating), (iii) does not have its Moody's rating
suspended by Moody's, and (iv) is part of an issue of Municipal Obligations of
at least $10,000,000. Municipal Obligations issued by any one issuer and rated
BBB by S&P may comprise no more than 4% of total Moody's Eligible Assets; such
BBB-rated Municipal Obligations, if any, together with any Municipal Obligations
issued by the same issuer and rated Baa by Moody's or A by S&P, may comprise no
more than 6% of total Moody's Eligible Assets; such BBB, Baa and A-rated
Municipal Obligations, if any, together with any Municipal Obligations issued by
the same issuer and rated A by Moody's or AA by S&P, may comprise no more than
10% of total Moody's Eligible Assets; and such BBB, Baa, A and AA-rated
Municipal Obligations, if any, together with any Municipal Obligations issued by
the same issuer and rated Aa by Moody's or AAA by S&P, may comprise no more than
20% of total Moody's Eligible Assets. For purposes of the foregoing sentence,
any Municipal Obligation backed by the guaranty, letter of credit or insurance
issued by a third party shall be deemed to be issued by such third party if the
issuance of such third party credit is the sole determinant of the rating on
such Municipal Obligation. Municipal Obligations issued by issuers located
within a single state or territory and rated BBB by S&P may comprise no more
than 12% of total Moody's Eligible Assets; such BBB-rated Municipal Obligations,
if any, together with any Municipal Obligations issued by issuers located within
the same state or territory and rated Baa by Moody's or A by S&P, may comprise
no more than 20% of total Moody's Eligible Assets; such BBB, Baa and A-rated
Municipal Obligations, if any, together with any Municipal Obligations issued by
issuers located within the same state or territory and rated A by Moody's or AA
by S&P, may comprise no more than 40% of total Moody's Eligible Assets; and such
BBB, Baa, A and AA-rated Municipal Obligations, if any, together with any
Municipal Obligations issued by issuers located within the same state or
territory and rated Aa by
<PAGE>
Moody's or AAA by S&P, may comprise no more than 60%-of total Moody's Eligible
Assets. For purposes of applying the foregoing requirements, a Municipal
Obligation shall be deemed to be rated BBB by S&P if rated BBB-, BBB or BBB+ by
S&P, Moody's Eligible Assets shall be calculated without including cash, and
Municipal Obligations rated MIG-1, VMIG-l or P-1 or, if not rated by Moody's,
rated A-1+/AA or SP-1+/AA by S&P, shall be considered to have a long-term rating
of A. When the Fund sells a Municipal Obligation and agrees to repurchase such
Municipal Obligation at a future date, such Municipal Obligation shall be valued
at its Discounted Value for purposes of determining Moody's Eligible Assets, and
the amount of the repurchase price of such Municipal Obligation shall be
included as a liability for purposes of calculating the MuniPreferred Basic
Maintenance Amount. When the Fund purchases a Moody's Eligible Asset and agrees
to sell it at a future date, such Eligible Asset shall be valued at the amount
of cash to be received by the Fund upon such future date, provided that the
counterparty to the transaction has a long-term debt rating of at least A2 from
Moody's and the transaction has a term of no more than 30 days, otherwise such
Eligible Asset shall be valued at the Discounted Value of such Eligible Asset.
Notwithstanding the foregoing, an asset will not be considered a
Moody's Eligible Asset to the extent it is (i) subject to any material lien,
mortgage, pledge, security interest or security agreement of any kind
(collectively, "Liens"), except for (a) Liens which are being contested in good
faith by appropriate proceedings and which Moody's has indicated to the Fund
will not affect the status of such asset as a Moody's Eligible Asset, (b) Liens
for taxes that are not then due and 1 payable or that can be paid thereafter
without penalty, (c) Liens to secure payment for services rendered or cash
advanced to the Fund by Nuveen Advisory Corp., United States Trust Company of
New York or the Auction Agent and (d) Liens by virtue of any repurchase
agreement; or (ii) deposited irrevocably for the payment of any liabilities for
purposes of determining the MuniPreferred Basic Maintenance Amount.
"RATE MULTIPLE," for shares of a series of MuniPreferred on any
Auction Date for shares of such series, shall mean the percentage, determined as
set forth below, based on the prevailing rating of shares of such series in
effect at the close of business on the Business Day next preceding such Auction
Date:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PREVAILING RATING PERCENTAGE
- --------------------------------------------------------------------------------
<S> <C>
"aa3"/AA- or higher 110%
"a3"/A- 125%
"baa3"/BBB- 150%
"ba3"/BB- 200%
Below "ba3"/BB- 250%
</TABLE>
PROVIDED, HOWEVER, that in the event the Fund has notified the Auction Agent of
its intent to allocate income taxable for Federal income tax purposes to shares
of such series prior to the Auction establishing the Applicable Rate for shares
of such series, the applicable percentage in the foregoing table shall be
divided by the quantity 1 minus the maximum marginal regular Federal individual
income tax rate applicable to ordinary income or the maximum marginal regular
Federal corporate income tax rate applicable to ordinary income, whichever is
greater.
For purposes of this definition, the "prevailing rating" of shares of a series
of MuniPreferred shall be W "aa3l'/AA- or higher if such shares have a rating of
"aa3" or better by Moody's and AA- or better by S&P or the equivalent of such
ratings by such agencies or a substitute rating agency or substitute rating
agencies selected as provided below, (ii) if not "aa3"/AA- or higher, then
11a3"/A- if such shares have a rating of "a3l' or better by Moody's and A- or
better by S&P or the equivalent of such ratings by such agencies or a substitute
rating
<PAGE>
agency or substitute rating agencies selected as provided below, (iii) if not
"aa3"/AA- or higher or "a3"/A-, then "baa3"/BBB- if such shares have a rating
of "baa3" or better by Moody's and BBB- or better by S&P or the equivalent of
such ratings by such agencies or a substitute rating agency or substitute rating
agencies selected as provided below, (iv) if not "aa3"/AA- or higher, "a3"/A-
or "baa3"/BBB-, then "ba3"/BB- if such shares have a rating of "ba3" or better
by Moody's and BB- or better by S&P or the equivalent of such ratings by such
agencies or a substitute rating agency or substitute rating agencies selected as
provided below, and (v) if not "aa3"/AA- or higher, "a3"/A-, "baa3"/BBB-, or
"ba3"/BB-, then Below "ba3"/BB-; PROVIDED, HOWEVER, that if such shares are
rated by only one rating agency, the prevailing rating will be determined
without reference to the rating of any other rating agency. The Fund shall take
all reasonable action necessary to enable either S&P or Moody's to provide a
rating for shares of MuniPreferred. If neither S&P nor Moody's shall make such a
rating available, the party set forth in Section 7 of APPENDIX A or its
successor shall select at least one nationally recognized statistical rating
organization (as that term is used in the rules and regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended from time to time) to act as a substitute rating agency in respect of
shares of the series of MuniPreferred set forth opposite such party's name in
Section 7 of APPENDIX A and the Fund shall take all reasonable action to enable
such rating agency to provide a rating for such shares.
"S&P DISCOUNT FACTOR" shall mean, for purposes of determining the
Discounted Value of any S&P Eligible Asset, the percentage determined by
reference to the rating on such asset and the shortest Exposure Period set forth
opposite such rating that is the same length as or is longer than the S&P
Exposure Period, in accordance with the table set forth below:
<TABLE>
<CAPTION>
RATING CATEGORY
- ----------------------------------------------------------------------------
EXPOSURE PERIOD AAA* AA* A* BBB*
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
40 Business Days 190% 195% 210% 250%
22 Business Days 170 175 190 230
10 Business Days 155 160 175 215
7 Business Days 150 155 170 210
3 Business Days 130 135 150 190
</TABLE>
*S&P rating.
Notwithstanding the foregoing, (i) the S&P Discount Factor for short-
term Municipal obligations will be 115.%, so long as such Municipal obligations
are rated A-1+ or SP-1+ by S&P and mature or have a demand feature exercisable
within 30 days or less, or 125% if such Municipal Obligations are not rated by
S&P but are rated VMIG-1, P-1 or MIG-1 by Moody's; PROVIDED, HOWEVER, that any
such Moody's-rated short-term Municipal Obligations which have demand features
exercisable within 30 days or less must be backed by a letter of credit,
liquidity facility or guarantee from a bank or other financial institution with
a short-term rating of at least A-1+ from S&P; and further provided that such
Moody's-rated short-term Municipal Obligations may comprise no more than 50% of
short-term Municipal Obligations that qualify as S&P Eligible Assets; (ii) no
S&P Discount Factor will be applied to cash or to Receivables for Municipal
Obligations Sold; and (iii) except as set forth in clause (i) above, in the case
of any Municipal Obligation that is not rated by S&P but qualifies as an S&P
Eligible Asset pursuant to clause (iii) of that definition, such Municipal
Obligation will be deemed to have an S&P rating one full rating category lower
than the S&P rating category that is the equivalent of the rating category in
which such Municipal Obligation is placed by Moody's. For purposes of the
foregoing, Anticipation Notes rated SP-1+ or, if not rated by S&P, rated MIG-1
or VMIG-1 by Moody's, which do not mature or have a demand feature at par
exercisable in 30 days and which do not have a long-term rating, shall be
considered to be short-term Municipal Obligations.
<PAGE>
"S&P ELIGIBLE ASSET" shall mean cash (excluding any cash irrevocably
deposited by the Fund for the payment of any liabilities within the meaning of
MuniPreferred Basic Maintenance Amount), Receivables for Municipal Obligations
Sold or a Municipal Obligation owned by the Fund that (i) is interest bearing
and pays interest at least semi-annually; (ii) is payable with respect to
principal and interest in U.S. Dollars; (iii) is publicly rated BBB or higher by
S&P or, if not rated by S&P but rated by Moody's, is rated at least A by
Moody's; (iv) is not part of a private placement of Municipal Obligations; and
(v) is part of an issue of Municipal Obligations with an original issue size of
at least $20 million or, if of an issue with an original issue size below $20
million (but in no event below $10 million), is issued by an issuer with a total
of at least $50 million of securities outstanding. Solely for purposes of this
definition, the term "Municipal Obligation" means any obligation the interest on
which is exempt from regular Federal income taxation and which is issued by any
of the fifty United States, the District of Columbia or any of the territories
of the United States, their subdivisions, counties, cities, towns, villages,
school districts and agencies (including authorities and special districts
created by the states), and federally sponsored agencies such as local housing
authorities. Notwithstanding the foregoing limitations:
(1) Municipal Obligations (excluding Escrowed
Bonds) of any one issuer or guarantor (excluding bond
insurers) shall be considered S&P Eligible Assets only to
the extent the Market Value of such Municipal Obligations
does not exceed 10% of the aggregate Market Value of S&P
Eligible Assets, provided that 2% is added to the applicable
S&P Discount Factor for every 1% by which the Market Value
of such Municipal Obligations exceeds 5% of the aggregate
Market Value of S&P Eligible Assets;
(2) Municipal Obligations rated by Moody's but
not rated by S&P shall be considered S&P Eligible Assets
only to the extent the Market Value of such Municipal
Obligations does not exceed 50% of the aggregate Market
Value of S&P Eligible Assets; and
(3) Long-Term Municipal Obligations (excluding
Escrowed Bonds) issued by issuers in any one state or
territory shall be considered S&P Eligible Assets only to
the extent the Market Value of such Municipal Obligations
does not exceed 20% of the aggregate Market Value of S&P
Eligible Assets.
SECTION 5. INITIAL RATE PERIODS.
The Initial Rate Period for shares of Series TH MuniPreferred shall be
the period from and including the Date of Original Issue thereof to but
excluding June , 1999.
SECTION 6. DATE FOR PURPOSES OF PARAGRAPH (yyy) CONTAINED UNDER THE
HEADING "DEFINITIONS" IN THIS STATEMENT.
August 31, 1999.
<PAGE>
SECTION 7. PARTY NAMED FOR PURPOSES OF THE DEFINITION OF "RATE
MULTIPLE" IN THIS STATEMENT.
<TABLE>
<CAPTION>
<S> <C>
Party: Series of MuniPreferred;
Salomon Smith Barney Shearson Inc. Series TH
</TABLE>
SECTION 8. ADDITIONAL DEFINITIONS.
Not applicable.
SECTION 9. DIVIDEND PAYMENT DATES.
Except as otherwise provided in paragraph (d) of Section 2 of Part I
of this Statement, dividends shall be payable on shares of:
Series TH MuniPreferred on Friday, June , 1999, and on each Friday
thereafter.
A. SECTION AMOUNT FOR PURPOSES OF SUBPARAGRAPH (c)(i) OF SECTION 5
OF PART I OF THIS STATEMENT.
$240,000,000
A. SECTION REDEMPTION PROVISIONS APPLICABLE TO INITIAL RATE PERIODS.
Not applicable.
A. SECTION APPLICABLE RATE FOR PURPOSES OF SUBPARAGRAPH(b)(iii) OF
SECTION 3 OF PART II OF THIS STATEMENT.
For purpose of subparagraph (b)(iii) of Section 3 of Part II of this
Statement, the Applicable Rate for shares of such series for the next succeeding
Rate Period of shares of such series shall be equal to the lesser of the Kenny
Index (if such Rate Period consists of fewer than 183 Rate Period Days) or the
product of (A) (I) the "AA" Composite Commercial Paper Rate on such Auction Date
for such Rate Period, if such Rate Period consists of fewer than 183 Rate Period
Days; (II) the Treasury Bill Rate on such Auction Date for such Rate Period, if
such Rate Period consists of more than 182 but fewer than 365 Rate Period Days;
or (III) the Treasury Note Rate on such Auction Date for such Rate Period, if
such Rate Period is more than 364 Rate Period Days (the rate described in the
foregoing clause (A)(I), (II) or (III), as applicable, being referred to herein
as the "Benchmark Rate") and (B) 1 minus the maximum marginal regular Federal
individual income tax rate applicable to ordinary income or the maximum marginal
regular Federal corporate income tax rate applicable to ordinary income,
whichever is greater; PROVIDED, HOWEVER, that if the Fund has notified the
Auction Agent of its intent to allocate to shares of such series in such Rate
Period any net capital gains or other income taxable for Federal income tax
purposes ("Taxable Income"), the Applicable Rate for shares of such series for*
such Rate Period will be W if the Taxable Yield Rate (as defined below) is
greater than the Benchmark Rate, then the Benchmark Rate, or (ii) if the Taxable
Yield
<PAGE>
Rate is less than or equal to the Benchmark Rate, then the rate equal to the sum
of (x) the lesser of the Kenny Index (if such Rate Period consists of fewer than
183 Rate Period Days) or the product of the Benchmark Rate multiplied by the
factor set forth in the preceding clause (B) and (y) the product of the maximum
marginal regular Federal individual income tax rate applicable to ordinary
income or the maximum marginal regular Federal corporate income tax applicable
to ordinary income, whichever is greater, multiplied by the Taxable Yield Rate.
For purposes of the foregoing, Taxable Yield Rate means the rate determined by
(a) dividing the amount of Taxable Income available for distribution per such
share of MuniPreferred by the number of days in the Dividend Period in respect
of which such Taxable Income is contemplated to be distributed, (b) multiplying
the amount determined in (a) above by 365 (in the case of a Dividend Period of 7
Rate Period Days) or 360 (in the case of any other Dividend Period), and (c)
dividing the amount determined in (b) above by $25,000.
<PAGE>
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
JUNE , 1999
