<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing party:
(4) Date filed:
<PAGE> 2
<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
OCTOBER 18, 2000 60606
(800) 257-8787
</TABLE>
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND
September 8, 2000
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Arizona Premium Income Municipal Fund, Inc., Nuveen Michigan Quality Income
Municipal Fund, Inc., Nuveen Michigan Premium Income Municipal Fund, Inc. and
Nuveen Ohio Quality Income Municipal Fund, Inc., each a Minnesota corporation,
and Nuveen Connecticut Premium Income Municipal Fund, Nuveen Georgia Premium
Income Municipal Fund, Nuveen Maryland Premium Income Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Missouri Premium Income
Municipal Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen
Texas Quality Income Municipal Fund and Nuveen Virginia Premium Income Municipal
Fund, each a Massachusetts business trust (individually, a "Fund" and,
collectively, the "Funds"), will be held in the 31st floor conference room of
Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Wednesday,
October 18, 2000, at 10:00 a.m., Chicago time, for the following purposes and to
transact such other business, if any, as may properly come before the Annual
Meeting:
1. To elect (7) Board Members to the Board of each Fund as outlined below to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified:
a.) five (5) Board Members to be elected by the holders of Common Shares
and Municipal Auction Rate Cumulative Preferred Shares
("MuniPreferred"), voting together as a single class, and;
b.) two (2) Board Members to be elected by the holders of MuniPreferred
only, voting separately as a single class.
2. To ratify the selection of Ernst & Young LLP as independent auditors for each
Fund for its current fiscal year.
3. To transact such other business as may properly come before the Annual
Meeting.
<PAGE> 3
Shareholders of record of each Fund at the close of business on August 21, 2000
are entitled to notice of and to vote at that Fund's Annual Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO
AVOID DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES
ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET.
TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE
CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER
PROVIDED ON YOUR PROXY CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR
PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER
THE CONTROL NUMBER PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS,
USING YOUR PROXY CARD AS A GUIDE.
Gifford R. Zimmerman
Vice President and Secretary
<PAGE> 4
<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
SEPTEMBER 8, 2000 Chicago, Illinois
60606
(800) 257-8787
</TABLE>
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each director or trustee a "Board Member") of each of Nuveen Arizona Premium
Income Municipal Fund, Inc. ("Arizona Premium"), Nuveen Michigan Quality Income
Municipal Fund, Inc. ("Michigan Quality"), Nuveen Michigan Premium Income
Municipal Fund, Inc. ("Michigan Premium"), Nuveen Ohio Quality Income Municipal
Fund, Inc. ("Ohio Quality"), each a Minnesota corporation, and Nuveen
Connecticut Premium Income Municipal Fund ("Connecticut Premium"), Nuveen
Georgia Premium Income Municipal Fund ("Georgia Premium"), Nuveen Maryland
Premium Income Municipal Fund ("Maryland Premium"), Nuveen Massachusetts Premium
Income Municipal Fund ("Massachusetts Premium"), Nuveen Missouri Premium Income
Municipal Fund ("Missouri Premium"), Nuveen North Carolina Premium Income
Municipal Fund ("North Carolina Premium"), Nuveen Texas Quality Income Municipal
Fund ("Texas Quality") and Nuveen Virginia Premium Income Municipal Fund
("Virginia Premium"), each a Massachusetts business trust, (individually, a
"Fund" and, collectively, the "Funds"), of proxies to be voted at the Annual
Meeting of Shareholders of each Fund to be held on October 18, 2000 (for each
Fund, an "Annual Meeting" and, collectively, the "Annual Meetings"), and at any
and all adjournments thereof.
On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the nominees as listed in this Joint
Proxy Statement, and FOR ratification of the selection of Ernst & Young LLP as
independent auditors. Shareholders of any Fund who execute proxies may revoke
them at any time before they are voted by filing with that Fund a written notice
of revocation, by delivering a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for the Fund's Annual Meeting is in the best interest of the Fund and its
shareholders in light of the
1
<PAGE> 5
similar matters being considered and voted on by the shareholders. Shareholders
of each Fund will vote separately on each proposal relating to their Fund, and a
vote on a proposal by the shareholders of one Fund will not affect the vote on
the proposal by the shareholders of another Fund.
The following table indicates which shareholders are solicited with respect to
each matter:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
MATTER COMMON SHARES MUNIPREFERRED(1)
------------------------------------------------------------------------------------
<S> <C> <C>
1a. Election of Board Members by all X X
shareholders (Robert P. Bremner, Lawrence
H. Brown, Anne E. Impellizzeri, Peter R.
Sawers and Judith M. Stockdale nominated)
------------------------------------------------------------------------------------
b. Election of Board Members by N/A X
MuniPreferred only (William J. Schneider
and Timothy R. Schwertfeger nominated)
------------------------------------------------------------------------------------
2. Ratification of the Selection of X X
Independent Auditors
------------------------------------------------------------------------------------
</TABLE>
(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Shares."
A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred of each Fund, 33 1/3% of the
MuniPreferred shares entitled to vote and represented in person or by proxy will
constitute a quorum. Votes cast by proxy or in person at each Annual Meeting
will be tabulated by the inspectors of election appointed for that Annual
Meeting. The inspectors of election will determine whether or not a quorum is
present at the Annual Meeting. The inspectors of election will treat abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees, typically in
"street name," as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter) as present for
purposes of determining a quorum.
For purposes of determining the approval of the matters submitted for a vote of
the shareholders of each Fund (except the funds that are Massachusetts Business
Trusts), abstentions and broker non-votes will be treated as shares voted
against the election of Board Members and against ratification of the selection
of independent auditors. For purposes of determining the approval of the matters
submitted for a vote of the shareholders of the Massachusetts Business Trusts
(Connecticut Premium, Georgia Premium, Maryland Premium, Massachusetts Premium,
Missouri Premium, North Carolina Premium, Texas Quality and Virginia Premium),
abstentions and broker non-votes will have no effect on the election of Board
Members and will have the same effect as shares voted against ratification of
the selection of independent auditors. The details of each proposal to be voted
on by the shareholders of each Fund and the vote required for approval of each
proposal are set forth under the description of each proposal below.
2
<PAGE> 6
Those persons who were shareholders of record at the close of business on August
21, 2000, will be entitled to one vote for each share held. As of August 21,
2000, the following shares of the Funds were issued and outstanding:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
FUND SYMBOL COMMON SHARES MUNIPREFERRED
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arizona Premium NAZ 4,371,800 1,200 Series TH
---------------------------------------------------------------------------------------
Connecticut Premium NTC 5,236,523 1,532 Series TH
---------------------------------------------------------------------------------------
Georgia Premium NPG 3,751,709 1,112 Series TH
---------------------------------------------------------------------------------------
Maryland Premium NMY 10,472,035 1,404 Series W
1,760 Series TH
---------------------------------------------------------------------------------------
Massachusetts Premium NMT 4,658,721 1,360 Series TH
---------------------------------------------------------------------------------------
Michigan Quality NUM 11,513,998 3,200 Series TH
560 Series F
---------------------------------------------------------------------------------------
Michigan Premium NMP 7,693,889 840 Series M
1,400 Series TH
---------------------------------------------------------------------------------------
Missouri Premium NOM 2,175,088 640 Series TH
---------------------------------------------------------------------------------------
North Carolina Premium NNC 6,277,463 1,872 Series TH
---------------------------------------------------------------------------------------
Ohio Quality NUO 9,480,739 680 Series M
1,400 Series TH
1,000 Series TH2
---------------------------------------------------------------------------------------
Texas Quality NTX 9,438,007 760 Series M
2,000 Series TH
---------------------------------------------------------------------------------------
Virginia Premium NPV 8,679,610 832 Series T
1,720 Series TH
---------------------------------------------------------------------------------------
</TABLE>
This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about September 8, 2000.
1. ELECTION OF BOARD MEMBERS OF EACH FUND
At each Fund's Annual Meeting, seven (7) Board Members are to be elected to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified. Under the terms of each Fund's organizational
documents, holders of MuniPreferred are entitled to elect two (2) Board Members,
and the remaining Board Members are to be elected by holders of common shares
and MuniPreferred, voting together as a single class.
FOR ARIZONA PREMIUM, MICHIGAN QUALITY, MICHIGAN PREMIUM AND OHIO QUALITY. The
affirmative vote of a majority of the shares present and entitled to vote at the
Annual Meeting will be required to elect Board Members of each Fund.
FOR CONNECTICUT PREMIUM, GEORGIA PREMIUM, MARYLAND PREMIUM, MASSACHUSETTS
PREMIUM, MISSOURI PREMIUM, NORTH CAROLINA PREMIUM, TEXAS QUALITY AND VIRGINIA
PREMIUM. The affirmative vote of a plurality of the shares present and entitled
to vote at the Annual Meeting will be required to elect the Board Members of
each Fund.
3
<PAGE> 7
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected; however, should any nominee become unable
or unwilling to accept nomination for election, the proxies for each Fund will
be voted for one or more substitute nominees designated by that Fund's present
Board.
The table below shows each nominee's birthdate, principal occupations and other
business affiliations, the year in which each nominee was first elected or
appointed a Board Member of each Fund and the number of common shares of all
Nuveen Funds (excluding money market funds) which each nominee beneficially
owned as of July 31, 2000. On July 31, 2000, the Board Members did not
beneficially own any of the Fund's common shares or shares of MuniPreferred. All
of the nominees were last elected to the Board at the 1999 annual meeting of
shareholders. Currently there is a vacancy on each Board. No candidate has been
selected to fill this vacancy.
Other than Mr. Schwertfeger, none of the Board Members has ever been a director
or an employee of Nuveen Investments or any affiliate.
EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED BELOW.
4
<PAGE> 8
BOARD NOMINEES
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
FULL COMMON SHARES
OF ALL NUVEEN FUNDS
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR BENEFICIALLY OWNED
NOMINEES AS OF JULY 31, 2000(1) APPOINTED A BOARD MEMBER AS OF JULY 31, 2000(2)
-----------------------------------------------------------------------------------------------
<S> <C> <C>
Robert P. Bremner, 8/22/40 Board Member of 1997-All Funds 5,915
the Funds; private investor and management
consultant.
Lawrence H. Brown, 7/29/34 Board Member of 1993-All Funds 8,406
the Funds; retired in August 1989 as Senior
Vice President of The Northern Trust
Company (banking and trust industry).
Anne E. Impellizzeri, 1/26/33 Board Member 1994-All Funds 6,580
of the Funds; Executive Director (since
1998) of Manitoga, Center for Russel
Wright's Design with Nature (home and
landscape); formerly, President and Chief
Executive Officer of Blanton-Peale
Institute (a training and counseling
organization); prior thereto, Vice
President, Metropolitan Life Insurance Co.
Peter R. Sawers, 4/3/33 Board Member of the 1991-All Funds except 17,423
Funds; Adjunct Professor of Business and 1992-Arizona Premium,
Economics, University of Dubuque, Iowa; and Michigan Premium
Adjunct Professor, Lake Forest Graduate 1993-Connecticut Premium
School of Management, Lake Forest, Georgia Premium
Illinois; Chartered Financial Analyst; Maryland Premium
Certified Management Consultant; formerly, Massachusetts Premium
Executive Director, Towers Perrin Missouri Premium
Australia. North Carolina Premium
Virginia Premium
William J. Schneider, 9/24/44(3) Board 1997-All Funds 42,016
Member of the Funds; Senior partner and
Chief Operating Officer, Miller-Valentine
Partners; Vice President, Miller-Valentine
Realty (commercial real estate); Member,
Community Advisory Board, National City
Bank, Dayton, Ohio; Member, Business
Advisory Council, Cleveland Federal Reserve
Bank.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
FULL COMMON SHARES
OF ALL NUVEEN FUNDS
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR BENEFICIALLY OWNED
NOMINEES AS OF JULY 31, 2000(1) APPOINTED A BOARD MEMBER AS OF JULY 31, 2000(2)
-----------------------------------------------------------------------------------------------
<S> <C> <C>
*Timothy R. Schwertfeger, 1994-All Funds 290,430
3/28/49(3) Chairman of the Board (since
July 1996) and President (since July 1999)
of the Funds; Chairman (since May 1999),
Trustee and President (since July 1996) of
the Funds advised by Nuveen Institutional
Advisory Corp.; Chairman, Trustee and
President (since September 1999) of the
funds advised by Nuveen Senior Loan Asset
Management Inc.; Chairman (since July 1996)
and Director, previously Executive Vice
President, of The John Nuveen Company,
Nuveen Investments, Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.;
Director (since 1996) of Institutional
Capital Corporation; Chairman and Director
(since January 1997) of Nuveen Asset
Management, Inc.; Chairman and Director of
Rittenhouse Financial Services, Inc. (since
1999); Chief Executive Officer and Director
(since September 1999) of Nuveen Senior
Loan Asset Management Inc.
Judith M. Stockdale, 12/29/47 Board Member 1997-All Funds 2,535
of the Funds; Executive Director (since
1994) of the Gaylord and Dorothy Donnelley
Foundation, a private family foundation;
prior thereto, Executive Director (from
1990 to 1994) of the Great Lakes Protection
Fund.
-----------------------------------------------------------------------------------------------
</TABLE>
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.
(1) As of July 31, 2000, the Board Members and nominees were board members of 37
Nuveen open-end funds and 54 closed-end funds managed by Nuveen Advisory Corp.
("NAC"). In addition, Mr. Schwertfeger is a board member of eight open-end and
five closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC")
and two funds managed by Nuveen Senior Loan Asset Management Inc. ("NSLAM").
(2) Certain Shares may be held in the name of, or jointly with, a director's
spouse or a director may have disclaimed beneficial ownership of certain Shares.
(3) Board Members Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds.
The Board Members affiliated with Nuveen Investments ("Nuveen") or Nuveen
Advisory Corp. (the "Adviser") serve without any compensation from the Funds.
Board Members who are not affiliated with Nuveen or the Adviser receive a
$15,000 quarterly retainer ($60,000 annually) for serving as a board member of
all funds sponsored by Nuveen and managed by the Adviser and a $1,000 fee per
day plus expenses for attendance at all meetings held on a day on which a
regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses
for attendance in person or a $500 fee per day plus expenses for attendance by
telephone at a meeting held on a day on which no regular Board meeting is held,
and a $250 fee per day plus expenses for attendance in person or by telephone at
a meeting of the executive committee or the dividend committee. The annual
retainer, fees and expenses are
6
<PAGE> 10
allocated among the funds managed by the Adviser on the basis of relative net
asset sizes. Effective January 1, 1999, the Board of Directors/Trustees of
certain Nuveen funds (the "Participating Funds") established a Deferred
Compensation Plan for Independent Directors and Trustees ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of their fees. None of the Funds are Participating
Funds.
The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid during the calendar year ended
1999.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM THE FUNDS
-----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
ARIZONA CONNECTICUT GEORGIA MARYLAND MASSACHUSETTS MICHIGAN MICHIGAN
NAME OF BOARD MEMBER PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM QUALITY PREMIUM
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert P. Bremner $128 $151 $108 $303 $136 $363 $229
Lawrence H. Brown 139 159 114 321 143 393 241
Anne E. Impellizzeri 128 151 108 303 136 363 229
Peter R. Sawers 128 151 108 303 136 363 229
William J. Schneider 128 151 108 303 136 363 229
Judith M. Stockdale 128 151 108 303 136 363 229
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TOTAL
COMPENSATION ON
NUVEEN FUNDS
PAID TO
BOARD
AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS(1)
--------------------------------------------------------------------------
MISSOURI NORTH CAROLINA OHIO TEXAS VIRGINIA
NAME OF BOARD MEMBER PREMIUM PREMIUM QUALITY QUALITY PREMIUM
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Bremner $ 62 $179 $312 $284 $255 $72,500
Lawrence H. Brown 66 189 329 307 269 79,750
Anne E. Impellizzeri 62 179 312 284 255 72,500
Peter R. Sawers 62 179 312 284 255 74,750
William J. Schneider 62 179 312 284 255 72,500
Judith M. Stockdale 62 179 312 284 255 72,500
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes compensation for service on the boards of the NAC Funds for the
calendar year ended 1999, including deferred fees.
Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each Fund. The executive committee, which meets
between regular meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of the executive
committee, unless otherwise specifically authorized by the full Board, are
limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) or (ii) matters of administrative or ministerial nature.
The executive committee of Michigan Quality held one
7
<PAGE> 11
meeting during its last fiscal year. The executive committee of the other funds
held no meetings during their last fiscal year.
Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the
dividend committee for each Fund. The dividend committee is authorized to
declare distributions on the Funds' shares including, but not limited to,
regular and special dividends, capital gains and ordinary income distributions.
The dividend committee of each Fund held twelve meetings during its last fiscal
year.
Each Fund's Board has an audit committee composed of Robert P. Bremner, Lawrence
H. Brown, Anne E. Impellizzeri, Peter R. Sawers, William J. Schneider and Judith
M. Stockdale, Board Members who are not "interested persons" of the Fund. The
audit committee reviews the work and any recommendations of the Fund's
independent auditors. Based on such review, it is authorized to make
recommendations to the Board. The audit committee of each Fund held two meetings
during its last fiscal year.
Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a governance committee composed of the Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non interested Board Members. The governance
committee of each Fund held two meetings during its last fiscal year. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.
The Board of each Fund held four regular meetings during its last fiscal year.
During the last fiscal year, each Board Member attended 75% or more of each
Fund's Board meetings and the committee meetings (if a member thereof).
The following table sets forth information as of July 31, 2000 with respect to
each executive officer of the Funds, other than Mr. Schwertfeger, who is a Board
Member and included in the table relating to nominees for the Board. Officers of
the Funds receive no compensation from the Funds. The term of office of all
officers will expire in July 2001.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
POSITIONS WITH BUSINESS EXPERIENCE
NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alan G. Berkshire 12/28/60 Vice President and Senior Vice President (since May
Assistant 1999), formerly Vice President
Secretary (since May 1998), Secretary
(since 1998) (since May 1998) and General
Counsel (since September 1997)
of The John Nuveen Company and
Nuveen Investments; Senior Vice
President (since May 1999),
formerly Vice President (since
September 1997), and Secretary
(since May 1998) of Nuveen
Advisory Corp., Nuveen
Institutional Advisory Corp. and
Nuveen Asset Management, Inc.;
Senior Vice President and
Secretary (since September 1999)
of Nuveen Senior Loan Asset
Management Inc.; prior thereto,
Partner in the law firm of
Kirkland & Ellis.
</TABLE>
8
<PAGE> 12
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
POSITIONS WITH BUSINESS EXPERIENCE
NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Peter H. D'Arrigo 11/28/67 Vice President and Vice President of Nuveen
Treasurer (since Investments (since January
1999) 1999), prior thereto, Assistant
Vice President (from January
1997); formerly Associate of
Nuveen Investments; Vice
President and Treasurer (since
September 1999) of Nuveen Senior
Loan Asset Management Inc.;
Chartered Financial Analyst.
Michael S. Davern 6/26/57 Vice President Vice President of Nuveen
(since 1997) Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial Inc. (from
September 1991 to January 1997).
Lorna C. Ferguson 10/24/45 Vice President Vice President of Nuveen
(since 1998) Investments; Vice President of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
(since January 1998).
William M. Fitzgerald 3/2/64 Vice President Vice President of Nuveen
(since 1996) Advisory Corp. (since December
1995); prior thereto, Assistant
Vice President of Nuveen
Advisory Corp. (from September
1992 to December 1995);
Chartered Financial Analyst.
Stephen D. Foy 5/31/54 Vice President and Vice President of Nuveen
Controller Investments and (since May 1998)
(since 1998) The John Nuveen Company; Vice
President (since September 1999)
of Nuveen Senior Loan Asset
Management Inc; Certified Public
Accountant.
J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen
(since 1991) Advisory Corp; Chartered
Financial Analyst.
Richard A. Huber 3/26/63 Vice President Vice President of Nuveen
(since 1998) Institutional Advisory Corp.
(since March 1998) and Nuveen
Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial Inc.
Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen
(since 1990) Advisory Corp.
David J. Lamb 3/22/63 Vice President Vice President (since March
(since 2000) 2000) of Nuveen Investments,
previously Assistant Vice
President (since January 1999),
prior thereto, Associate of
Nuveen Investments; Certified
Public Accountant.
</TABLE>
9
<PAGE> 13
<TABLE>
<CAPTION>
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POSITIONS WITH BUSINESS EXPERIENCE
NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Larry W. Martin 7/27/51 Vice President Vice President, Assistant
(since 1993) and Secretary and Assistant General
Assistant Counsel of Nuveen Investments;
Secretary (since Vice President and Assistant
each Fund's Secretary of Nuveen Advisory
organization) Corp., Nuveen Institutional
Advisory Corp. and Nuveen Asset
Management, Inc.; (since January
1997) and Nuveen Senior Loan
Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company.
Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen
(since 1996) Advisory Corp. and Nuveen
Institutional 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.
Stephen S. Peterson 9/20/57 Vice President Vice President (since September
(since 1997) 1997); Assistant Vice President
(from September 1996 to
September 1997) and, prior
thereto, Portfolio Manager of
Nuveen Advisory Corp.; Chartered
Financial Analyst.
Thomas C. Spalding, Jr. 7/31/51 Vice President Vice President of Nuveen
(since each Fund's Advisory Corp. and Nuveen
organization) Institutional Advisory Corp.;
Chartered Financial Analyst.
Gifford R. Zimmerman 9/9/56 Vice President Vice President, Assistant
(since 1993) and Secretary and Associate General
Secretary (since Counsel of Nuveen Investments;
1998) Vice President, General Counsel
and Assistant Secretary of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Vice President and Assistant
Secretary of Nuveen Senior Loan
Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company; Chartered Financial
Analyst.
-------------------------------------------------------------------------------------------
</TABLE>
On July 31, 2000, Board Members and executive officers of the Funds did not
beneficially own any of the Funds' Common Shares or shares of MuniPreferred. On
July 31, 2000, Board Members and executive officers of the Funds as a group
beneficially owned 482,902 common shares of all funds managed by the Adviser,
Nuveen Institutional Advisory Corp. or Nuveen Senior Loan Asset Management Inc.
(includes Deferred Units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan, but excludes shares of money market funds). As of
August 21, 2000 the Board Members and executive officers of the Funds
10
<PAGE> 14
as a group owned less than 1% of the outstanding common shares of each Fund. As
of August 21, 2000 no shareholder owned more than 5% of any class of shares of
any Fund, except the Missouri Premium. As of September 30, 1999, according to
filings made with the Securities and Exchange Commission, 177,473 shares,
representing 8.24% of the outstanding shares of the Missouri Premium, were
beneficially owned by B. K. Werner, c/o Safety National Casualty Corporation,
2043 Woodland Parkway, St. Louis Missouri 63146.
2. SELECTION OF INDEPENDENT AUDITORS
The members of each Fund's Board who are not "interested persons" of that Fund
have unanimously selected Ernst & Young LLP, independent public accountants, as
independent auditors, to audit the books and records for each Fund for its
current fiscal year. Ernst & Young LLP has served each Fund in this capacity
since that Fund was organized and has no direct or indirect financial interest
in that Fund except as independent auditors. The selection of Ernst & Young LLP
as independent auditors of each Fund is being submitted to the shareholders for
ratification, which requires the affirmative vote of a majority of the shares of
each Fund present and entitled to vote on the matter. A representative of Ernst
& Young LLP is expected to be present at the Annual Meetings and will be
available to respond to any appropriate questions raised at the Annual Meetings
and to make a statement if he or she wishes.
EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), require each Fund's Board Members and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than ten
percent of a registered class of the Funds' equity securities to file forms
reporting their affiliation with that Fund and reports of ownership and changes
in ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section 16(a)
forms they file. Based on a review of these forms furnished to each Fund, each
Fund believes that during its last fiscal year all Section 16(a) filing
requirements applicable to that Fund's Board Members and officers, investment
adviser and affiliated persons of the investment adviser were complied with.
INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company, which in turn is approximately 77%
owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries.
11
<PAGE> 15
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2001, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than May 11, 2001. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than July 25, 2001. Timely
submission of a proposal does not mean that such proposal will be included.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
Nuveen Investments or Nuveen Advisory Corp., or by dealers and their
representatives.
FISCAL YEAR
The last fiscal year for Connecticut Premium, Georgia Premium, Maryland Premium,
Massachusetts Premium, Missouri Premium, North Carolina Premium, and Virginia
Premium was May 31, 2000, and for Arizona Premium, Michigan Quality, Michigan
Premium, Ohio Quality and Texas Quality was July 31, 2000.
ANNUAL REPORT DELIVERY
Annual reports for the Funds with a fiscal year ended in May 2000 were sent to
shareholders of record of each Fund following each Fund's fiscal year end. The
2000 annual report for each Fund with a fiscal year ended in July 2000 is
expected to be available on or before September 29, 2000. Each Fund will
furnish, without charge, a copy of its annual report and/or semi-annual report
upon request. Such written or oral requests should be directed to such Fund at
333 West Wacker Drive, Chicago, Illinois 60606, or by calling 1-800-257-8787.
GENERAL
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at any Fund's Annual Meeting.
However, if other matters are properly presented to the Annual Meetings for a
vote, the proxies will be voted by the persons acting under the proxies upon
such matters in accordance with their judgment of the best interests of each
Fund.
A list of shareholders entitled to be present and to vote at each Fund's Annual
Meeting will be available at the offices of the Funds, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of that Annual Meeting.
12
<PAGE> 16
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO VOTE YOUR SHARES
PROMPTLY.
Gifford R. Zimmerman
Vice President and Secretary
13
<PAGE> 17
NUVEEN INVESTMENTS LOGO
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NAZ1000
<PAGE> 18
<TABLE>
<CAPTION>
<S><C>
[NUVEEN LOGO] NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
NUVEEN INVESTMENTS ANNUAL MEETING OF SHAREHOLDERS
333 WEST WACKER DRIVE COMMON SHARES
CHICAGO, IL 60606-1256
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
OCTOBER 18, 2000
The annual meeting of shareholders will be held Wednesday,
October 18, 2000, at 10:00 a.m. Central Time, in the 31st Floor
Conference Room of Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois. At this meeting, you will be asked to vote on
the proposals described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Alan G.
Berkshire and Gifford R. Zimmerman, and each of them, with full
power of substitution, proxies for the undersigned to represent
and vote the shares of the undersigned at the annual meeting of
shareholders to be held on October 18, 2000, or any adjournment
or adjournments thereof.
You are encouraged to specify your choices by marking the
appropriate boxes. If you do not mark any boxes, your proxy will
be voted "FOR" all of the proposals. Please mark, sign, date and
return this proxy card promptly using the enclosed envelope if
you are not voting by telephone or over the Internet. To vote by
telephone, please call (800) 690-6903. To vote over the Internet,
go to www.proxyvote.com. In either case you will be asked to
enter the control number on the right hand side of this proxy
card.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
Common Shares
For Withhold For All To withhold authority to vote, mark "For All
Vote On Proposals All All Except Except" and write the nominee's number on
the line below.
1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) Robert P. Bremner ----------------------------------------
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain
CURRENT FISCAL YEAR
[ ] [ ] [ ]
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE,
DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE
SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER
VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET
(www.proxyvote.com).
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the annual meeting.
The shares to which this proxy relates will be voted as specified. If
no specification is made, such shares will be voted "FOR" the election
of nominees to the Board and "FOR" the proposal set forth on this
proxy.
Please be sure to sign and date this proxy if you are not voting by
telephone or over the Internet.
NOTE: Please sign your name exactly as it appears on this proxy. If
shares are held jointly, each holder must sign the proxy. If you are
signing on behalf of an estate, trust, or corporation, please state
your title or capacity.
-------------------------------------------- -------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
<S><C>
[NUVEEN LOGO] NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
NUVEEN INVESTMENTS ANNUAL MEETING OF SHAREHOLDERS
333 WEST WACKER DRIVE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
CHICAGO, IL 60606-1256 SERIES TH
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
OCTOBER 18, 2000
The annual meeting of shareholders will be held Wednesday,
October 18, 2000, at 10:00 a.m. Central Time, in the 31st
Floor Conference Room of Nuveen Investments, 333 West
Wacker Drive, Chicago, Illinois. At this meeting, you will
be asked to vote on the proposals described in the proxy
statement attached. The undersigned hereby appoints Timothy
R. Schwertfeger, Alan G. Berkshire and Gifford R.
Zimmerman, and each of them, with full power of
substitution, proxies for the undersigned to represent and
vote the shares of the undersigned at the annual meeting of
shareholders to be held on October 18, 2000, or any
adjournment or adjournments thereof.
You are encouraged to specify your choices by marking the
appropriate boxes. If you do not mark any boxes, your proxy will
be voted "FOR" all of the proposals. Please mark, sign, date and
return this proxy card promptly using the enclosed envelope if
you are not voting by telephone or over the Internet. To vote by
telephone, please call (800) 690-6903. To vote over the Internet,
go to www.proxyvote.com. In either case you will be asked to
enter the control number on the right hand side of this proxy
card.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
SERIES TH Preferred Shares
Vote On Proposals For Withhold For All To withhold authority to vote, mark "For
All All Except All Except" and write the nominee's
number on the line below.
1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) Robert P. Bremner
02) Lawrence H. Brown
03) Anne E. Impellizzeri --------------------------------------
04) Peter R. Sawers
05) William J. Schneider
06) Timothy R. Schwertfeger
07) Judith M. Stockdale
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE
CURRENT FISCAL YEAR
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE,
DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE
SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE
CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET
(www.proxyvote.com).
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the annual meeting.
The shares to which this proxy relates will be voted as specified.
If no specification is made, such shares will be voted "FOR" the
election of nominees to the Board and "FOR" the proposal set forth
on this proxy.
Please be sure to sign and date this proxy if you are not voting by
telephone or over the Internet.
NOTE: Please sign your name exactly as it appears on this proxy. If
shares are held jointly, each holder must sign the proxy. If you are
signing on behalf of an estate, trust, or corporation, please state
your title or capacity.
------------------------------------------------ -----------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
