As filed with the Securities and Exchange Commission on November 25, 2002
================================================================================
1933 Act File No. 333-100323
1940 Act File No. 811-21212
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
[_] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_] Pre-Effective Amendment No. __________
[X] Post-Effective Amendment No. 1
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 4
Nuveen Insured California Tax-Free Advantage Municipal Fund
Exact Name of Registrant as Specified in Declaration of Trust
333 West Wacker Drive, Chicago, Illinois 60606
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800) 257-8787
Registrant's Telephone Number, including Area Code
Jessica R. Droeger
Vice President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Stacy H. Winick Thomas S. Harman Cynthia Cobden
Bell, Boyd & Lloyd LLC Morgan, Lewis & Bockius LLP Simpson Thacher & Bartlett
70 West Madison Street 1800 M Street, N.W. 425 Lexington Avenue
Chicago, IL 60602 Washington, D.C. 20036 New York, NY 10017
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
-----------------
If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [_]
It is proposed that this filing will become effective (check appropriate
box)
[_] when declared effective pursuant to section 8(c).
[X] This form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act of 1933 and the Securities
Act registration statement number of the earlier effective
registration statement for the same offering is 333-100323.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
===================================================================================================================
Proposed Maximum
Title of Securities Being Amount Proposed Maximum Aggregate Amount of
Registered Being Registered Offering Price Per Unit Offering Price (1) Registration Fee(2)
-------------------------------------------------------------------------------------------------------------------
Common Shares,
$0.01 par value ("Shares") 8,000,000 Shares $15.00 $120,000,000 $11,040
===================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
(2) All fees have previously been paid.
===============================================================
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement
on Form N-2 (File No. 333-100323) of Nuveen Insured California Tax-Free
Advantage Municipal Fund is being filed pursuant to Rule 462(d) under the
Securities Act of 1933, as amended for the sole purpose of adding exhibit b-2,
By-laws of Registrant as amended and restated on October 22, 2002, and
accordingly, shall become effective immediately upon filing with the Securities
and Exchange Commission.
2
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of this filing,
other than in connection with its organization. Financial Statements indicating
that the Registrant has met the net worth requirements of Section 14(a) of the
1940 Act were filed in Pre-effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-2 (File No. 333-100323) and are incorporated
herein by reference.
2. Exhibits:
a. Declaration of Trust dated July 29, 2002. Filed on October 4, 2002 as
Exhibit a to Registrant's Registration Statement on Form N-2 (File No.
333-100323) and incorporated herein by reference.
b.1 By-laws of Registrant. Filed on October 4, 2002 as Exhibit b to
Registrant's Registration Statement on Form N-2 (File No. 333-100323) and
incorporated herein by reference.
b.2 By-laws of Registrant as amended and restated on October 22, 2002.
c. None.
d. Form of Share Certificate.
e. Terms and Conditions of the Dividend Reinvestment Plan. Filed on November
20, 2002 as Exhibit e to Pre-effective Amendment No. 2 to Registrant's
Registration Statement on Form N-2 (File No. 333-100323) and incorporated
herein by reference.
f. None.
g. Investment Management Agreement between Registrant and Nuveen Advisory
Corp. dated November 14, 2002. Filed on November 20, 2002 as Exhibit g to
Pre-effective Amendment No. 2 to Registrant's Registration Statement on
Form N-2 (File No. 333-100323) and incorporated herein by reference.
h.1 Form of Underwriting Agreement.
h.2 Form of Salomon Smith Barney Master Selected Dealer Agreement.
h.3 Form of Nuveen Master Selected Dealer Agreement.
h.4 Form of Master Agreement Among Underwriters.
h.5 Form of Dealer Letter Agreement.
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i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
Independent Directors and Trustees. Filed on November 20, 2002 as Exhibit
i to Pre-effective Amendment No. 2 to Registrant's Registration Statement
on Form N-2 (File No. 333-100323) and incorporated herein by reference.
j. Master Custodian Agreement between Registrant and State Street Bank and
Trust Company dated November 4, 2002. Filed on November 20, 2002 as
Exhibit j to Pre-effective Amendment No. 2 to Registrant's Registration
Statement on Form N-2 (File No. 333-100323) and incorporated herein by
reference.
k.1 Transfer Agency and Service Agreement between Registrant and State Street
Bank and Trust Company dated October 7, 2002. Filed on November 20,
2002 as Exhibit k.1 to Pre-effective Amendment No. 2 to Registrant's
Registration Statement on Form N-2 (File No. 333-100323) and incorporated
herein by reference.
k.2 Expense Reimbursement Agreement between Registrant and Nuveen Advisory
Corp. dated November 14, 2002. Filed on November 20, 2002 as Exhibit k.2
to Pre-effective Amendment No. 2 to Registrant's Registration Statement
on Form N-2 (File No. 333-100323) and incorporated herein by reference.
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC. Filed on November 20, 2002
as Exhibit l.1 to Pre-effective Amendment No. 2 to Registrant's
Registration Statement on Form N-2 (File No. 333-100323) and incorporated
herein by reference.
l.2 Opinion and consent of Bingham McCutchen LLP. Filed on November 20, 2002
as Exhibit l.2 to Pre-effective Amendment No. 2 to Registrant's
Registration Statement on Form N-2 (File No. 333-100323) and incorporated
herein by reference.
l.3 Consent of Bell, Boyd & Lloyd LLC.
l.4 Consent of Bingham McCutchen LLP.
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Subscription Agreement of Nuveen Advisory Corp. dated November 4, 2002.
Filed on November 20, 2002 as Exhibit p to Pre-effective Amendment No. 2
to Registrant's Registration Statement on Form N-2 (File No. 333-100323)
and incorporated herein by reference.
q. None.
r. Code of Ethics of Nuveen Advisory Corp. Filed on October 24, 2002 as
Exhibit r to Pre-effective Amendment No. 1 to Registrant's Registration
Statement on Form N-2 (File No. 333-100323) and incorporated herein by
reference.
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s. Powers of Attorney.
Item 25: Marketing Arrangements.
See Sections 2, 3 and 5(n) of the Form of Underwriting Agreement filed as
Exhibit h.1 to the Registration Statement.
See the Introductory Paragraph and Sections 2 and 3(d) of the Form of
Salomon Smith Barney Master Selected Dealer Agreement filed as Exhibit h.2
to the Registration Statement and the Introductory Paragraph and Sections 2
and 3(d) of the Form of Nuveen Master Selected Dealer Agreement filed as
Exhibit h.3 to the Registration Statement.
See Introductory Paragraphs and Sections 1, 2, 3.1, 3.2, 3.4-3.8, 4.1, 4.2,
5.1-5.4, 6.1, 10.9 and 10.10 of the Form of Master Agreement Among
Underwriters filed as Exhibit h.4 to the Registration Statement.
See Paragraph e of the Form of Dealer Letter Agreement between Nuveen and
the Underwriters filed as Exhibit h.5 to the Registration Statement.
Item 26: Other Expenses of Issuance and Distribution
Securities and Exchange Commission fees $ 11,040
National Association of Securities Dealers, Inc. fees 12,500
Printing and engraving expenses 259,000
Legal Fees 75,000
American Stock Exchange listing fees 5,125
Blue Sky filing fees and expenses 5,000
Underwriter's reimbursement 33,000
Miscellaneous expenses 7,335
---------
Total $410,000*
=========
_________________
* Nuveen Advisory has contractually agreed to reimburse the Fund for fees and
expenses in the amount of .32% of average daily Managed Assets for the
first 5 full years of the Fund's operations, .24% of average daily Managed
Assets in year 6, .16% in year 7 and .08% in year 8. Without the
reimbursement, "Total Net Annual Expenses" would be estimated to be 1.31%
of average daily net assets attributable to Common Shares. Nuveen has
agreed to pay (i) all organizational expenses and (ii) offering costs
(other than sales load) that exceed $0.03 per Common Share (.20% of
offering price).
Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At November 21, 2002
5
Number of
Title of Class Record Holders
-------------- --------------
Common Shares, $0.01 par value 1
Item 29: Indemnification
Section 4 of Article XII of the Registrant's Declaration of Trust provides
as follows:
Subject to the exceptions and limitations contained in this Section 4,
every person who is, or has been, a Trustee, officer, employee or agent of the
Trust, including persons who serve at the request of the Trust as directors,
trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been such a Trustee, director, officer, employee or agent and
against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final
adjudication by the court or other body before which the proceeding was
brought that he engaged in willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that
his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a final
adjudication (as provided in paragraph (a) or (b)) and resulting in a
payment by a Covered Person, unless there has been either a determination
that such Covered Person did not engage in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office by the court or other body approving the settlement
or other disposition or a reasonable determination, based on a review of
readily available facts (as opposed to a full trial-type inquiry), that he
did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators
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of such a person. Nothing contained herein shall affect any rights to
indemnification to which Trust personnel other than Covered Persons may be
entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section 4
shall be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising
out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act
on the matter) or independent legal counsel in a written opinion shall
determine, based upon a review of the readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is not
an Interested Person of the Trust (including anyone, as such Disinterested
Trustee, who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
The trustees and officers of the Registrant are covered by Investment Trust
Directors and Officers and Errors and Omission policies in the aggregate amount
of $50,000,000 against liability and expenses of claims of wrongful acts arising
out of their position with the Registrant, except for matters which involve
willful acts, bad faith, gross negligence and willful disregard of duty (i.e.,
where the insured did not act in good faith for a purpose he or she reasonably
believed to be in the best interest of Registrant or where he or she had
reasonable cause to believe this conduct was unlawful). The policy has a
$500,000 deductible, which does not apply to individual trustees or officers.
Section 8 of the Underwriting Agreement filed as Exhibit h.1 to the
Registration Statement provides for each of the parties thereto, including the
Registrant and the Underwriters, to indemnify the others, their trustees,
directors, certain of their officers, trustees, directors and persons who
control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the
7
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 30: Business and Other Connections of Investment Adviser
Nuveen Advisory Corp. serves as investment adviser to the following
open-end management type investment companies: Nuveen Multistate Trust I, Nuveen
Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV and
Nuveen Municipal Trust. Nuveen Advisory Corp. also serves as investment adviser
to the following closed-end management type investment companies other than the
Registrant: Nuveen Municipal Value Fund, Inc., Nuveen California Municipal Value
Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal Income
Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen Performance Plus
Municipal Fund, Inc., Nuveen California Performance Plus Municipal Fund, Inc.,
Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen Municipal
Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund, Inc., Nuveen
California Municipal Market Opportunity Fund, Inc., Nuveen New York Municipal
Market Opportunity Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc.,
Nuveen California Investment Quality Municipal Fund, Inc., Nuveen New York
Investment Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund,
Inc., Nuveen Florida Investment Quality Municipal Fund, Nuveen New Jersey
Investment Quality Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality
Municipal Fund, Nuveen Select Quality Municipal Fund, Inc., Nuveen California
Select Quality Municipal Fund, Inc., Nuveen New York Select Quality Municipal
Fund, Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen Insured Municipal
Opportunity Fund, Inc., Nuveen Florida Quality Income Municipal Fund, Nuveen
Michigan Quality Income Municipal Fund, Inc., Nuveen Ohio Quality Income
Municipal Fund, Inc., Nuveen Texas Quality Income Municipal Fund, Nuveen
California Quality Income Municipal Fund, Inc., Nuveen New York Quality Income
Municipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen Premier
Insured Municipal Income Fund, Inc., Nuveen Insured California Premium Income
Municipal Fund, Inc., Nuveen Insured New York Premium Income Municipal Fund,
Inc., Nuveen Premium Income Municipal Fund 2, Inc., Nuveen Select Maturities
Municipal Fund, Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen
Insured Florida Premium Income Municipal Fund, Nuveen Michigan Premium Income
Municipal Fund, Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc.,
Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Insured California Premium
Income Municipal Fund 2, Inc., Nuveen Insured New York Premium Income Municipal
Fund 2, Nuveen Georgia Premium Income Municipal Fund 2, Nuveen Pennsylvania
Premium Income Municipal Fund 2, Nuveen Maryland Premium Income Municipal Fund,
Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Virginia Premium
Income Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund, Nuveen
Georgia Premium Income Municipal Fund, Nuveen Missouri Premium Income
8
Municipal Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen
California Premium Income Municipal Fund, Nuveen Insured Premium Income
Municipal Fund 2, Nuveen New York Dividend Advantage Municipal Fund, Nuveen
California Dividend Advantage Municipal Fund, Nuveen Dividend Advantage
Municipal Fund, Nuveen Arizona Dividend Advantage Municipal Fund, Nuveen
Connecticut Dividend Advantage Municipal Fund, Nuveen North Carolina Dividend
Advantage Municipal Fund, Nuveen Virginia Dividend Advantage Municipal Fund,
Nuveen Massachusetts Dividend Advantage Municipal Fund, Nuveen Maryland Dividend
Advantage Municipal Fund, Nuveen Dividend Advantage Municipal Fund 2, Nuveen
California Dividend Advantage Municipal Fund 2, Nuveen New York Dividend
Advantage Municipal Fund 2, Nuveen Pennsylvania Dividend Advantage Municipal
Fund, Nuveen Ohio Dividend Advantage Municipal Fund, Nuveen New Jersey Dividend
Advantage Municipal Fund, Nuveen Michigan Dividend Advantage Municipal Fund,
Nuveen California Dividend Advantage Municipal Fund 3, Nuveen Dividend Advantage
Municipal Fund 3, Nuveen Georgia Dividend Advantage Municipal Fund, Nuveen Ohio
Dividend Advantage Municipal Fund 2, Nuveen Maryland Dividend Advantage
Municipal Fund 2, Nuveen North Carolina Dividend Advantage Municipal Fund 2,
Nuveen Virginia Dividend Advantage Municipal Fund 2, Nuveen Insured Dividend
Advantage Municipal Fund, Nuveen Insured California Dividend Advantage Municipal
Fund, Nuveen Insured New York Dividend Advantage Municipal Fund, Nuveen Arizona
Dividend Advantage Municipal Fund 2, Nuveen Connecticut Dividend Advantage
Municipal Fund 2, Nuveen New Jersey Dividend Advantage Municipal Fund 2, Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2, Nuveen Ohio Dividend Advantage
Municipal Fund 3, Nuveen Arizona Dividend Advantage Municipal Fund 3, Nuveen
Connecticut Dividend Advantage Municipal Fund 3, Nuveen Georgia Dividend
Advantage Municipal Fund 2, Nuveen Maryland Dividend Advantage Municipal Fund 3
and Nuveen North Carolina Dividend Advantage Municipal Fund 3.
Nuveen Advisory Corp. has no other clients or business at the present
time. For a description of other business, profession, vocation or employment of
a substantial nature in which any director or officer of the investment adviser
has engaged during the last two years for his account or in the capacity of
director, officer, employee, partner or trustee, see the descriptions under
"Management of the Fund" in Part B of the Registration Statement. Such
information for the remaining senior officers of Nuveen Advisory Corp. appears
below:
Other Business Profession, Vocation
Name and Position with NAC or Employment During Past Two Years
-------------------------- -----------------------------------
John P. Amboian, President ........................ President, formerly Executive Vice President of the
John Nuveen Company, Nuveen Investments, Nuveen
Institutional Advisory Corp., Nuveen Asset
Management, Inc. and Nuveen Senior Loan Asset
Management, Inc. and Executive Vice President and
Director of Rittenhouse Financial Services, Inc.
Alan G. Berkshire, Senior Vice President,
Secretary and General Counsel ..................... Senior Vice President and General Counsel (since
1997) and Secretary (since 1998) of
9
The John Nuveen Company, Nuveen
Investments, and Nuveen
Institutional Advisory Corp.
Senior Vice President and
Secretary (since 1999) of Nuveen
Senior Loan Asset Management Inc.,
prior thereto, Partner in the law
firm of Kirkland & Ellis.
Margaret E. Wilson, Senior Vice President,
Finance ................................. Senior Vice President, Finance, of
the John Nuveen Company, Nuveen
Investments and Nuveen
Institutional Advisory Corp. and
Senior Vice President and
Controller of Nuveen Senior Loan
Asset Management, Inc.; formerly
CFO of Sara Lee Corp., Bakery
Division.
Item 31: Location of Accounts and Records
Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606,
maintains the Declaration of Trust, By-Laws, minutes of trustees and
shareholders meetings and contracts of the Registrant and all advisory material
of the investment adviser.
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, maintains all general and subsidiary ledgers, journals,
trial balances, records of all portfolio purchases and sales, and all other
required records not maintained by Nuveen Advisory Corp.
Item 32: Management Services
Not applicable.
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its shares until
it amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement, or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of a registration statement in reliance upon
Rule 430A and contained in the form of
10
prospectus filed by the Registrant under Rule 497(h) under the
Securities Act of 1933 shall be deemed to be part of the Registration
Statement as of the time it was declared effective.
b. For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering thereof.
6. The Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional Information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 25th day of
November 2002.
NUVEEN INSURED CALIFORNIA TAX-FREE
ADVANTAGE MUNICIPAL FUND
/s/ Jessica R. Droeger
---------------------------------------
Jessica R. Droeger, Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen D. Foy Vice President and Controller November 25, 2002
------------------------ (Principal Financial and
Stephen D. Foy Accounting Officer)
/s/ Gifford R. Zimmerman Chief Administrative Officer
------------------------ (Principal Executive Officer)
Gifford R. Zimmerman
Timothy R. Schwertfeger* Chairman of the Board and By: /s/ Gifford R. Zimmerman
Trustee ------------------------
Gifford R. Zimmerman
Attorney-In-Fact
Robert P. Bremner* Trustee November 25, 2002
Lawrence H. Brown* Trustee
Anne E. Impellizzeri* Trustee
Peter R. Sawers* Trustee
William J. Schneider* Trustee
Judith M. Stockdale* Trustee
* Original powers of attorney authorizing Jessica R. Droeger and Gifford R.
Zimmerman, among others, to execute the Registration Statement, and
Amendments thereto, for each of the trustees of Registrant on whose behalf
the Registration Statement is filed, have been executed and filed as
exhibits.
12
INDEX TO EXHIBITS
a. Declaration of Trust dated July 29, 2002.*
b.1 By-laws of Registrant.*
b.2 By-laws of Registrant as amended and restated on October 22, 2002.
c. None.
d. Form of Share Certificate.
e. Terms and Conditions of the Dividend Reinvestment Plan.*
f. None.
g. Investment Management Agreement between Registrant and Nuveen Advisory
Corp. dated November 14, 2002.*
h.1 Form of Underwriting Agreement.
h.2 Form of Salomon Smith Barney Master Selected Dealer Agreement.
h.3 Form of Nuveen Master Selected Dealer Agreement.
h.4 Form of Master Agreement Among Underwriters.
h.5 Form of Dealer Letter Agreement.
i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
Independent Directors and Trustees.*
j. Master Custodian Agreement between Registrant and State Street Bank and
Trust Company dated November 4, 2002.*
k.1 Transfer Agency and Service Agreement between Registrant and State
Street Bank and Trust Company dated October 7, 2002.*
k.2 Expense Reimbursement Agreement between Registrant and Nuveen Advisory
Corp. dated November 14, 2002.*
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC.*
l.2 Opinion and consent of Bingham McCutchen LLP.*
l.3 Consent of Bell, Boyd & Lloyd LLC.
l.4 Consent of Bingham McCutchen LLP.
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Subscription Agreement of Nuveen Advisory Corp. dated November 4,
2002.*
q. None.
r. Code of Ethics of Nuveen Advisory Corp.*
s. Powers of Attorney.
___________________
* Incorporated by reference - see Item 24
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