As filed with the Securities and Exchange Commission on February 10, 2003
================================================================================
1933 Act File No. 333-
1940 Act File No. 811-21304
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933=
[ ] Pre-Effective Amendment No. __
[ ] Post-Effective Amendment No. __
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[ ] Amendment No. __
Nuveen Insured California Tax-Free Advantage Municipal Fund 2
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
Bell, Boyd & Lloyd LLC Morgan, Lewis & Bockius LLP
70 W. Madison St. 1800 M Street, N.W.
Chicago, IL 60602 Washington, D.C. 20036
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
--------------------
If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]
It is proposed that this filing will become effective (check appropriate
box)
[X] when declared effective pursuant to section 8(c)
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
======================================================================================================================
Proposed Maximum
Title of Securities Being Amount Proposed Maximum Aggregate Offering Amount of
Registered Being Registered Offering Price Per Unit Price (1) Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Shares, $0.01 par value 1,000 Shares $15.00 $15,000 $1.38
======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
The information in this prospectus 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 prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED , 2003
PROSPECTUS
Shares
[LOGO] Nuveen Logo
Nuveen Insured California Tax-Free
Advantage Municipal Fund 2
Common Shares
$15.00 per share
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Investment Objectives. The Fund is a newly organized, non-diversified,
closed-end management investment company. The Fund's investment objectives are:
. to provide current income exempt from regular federal income tax, the
alternative minimum tax applicable to individuals and California income
tax; and
. to enhance portfolio value relative to the municipal bond market by
investing in tax-exempt municipal bonds that the Fund's investment adviser
believes are underrated or undervalued or that represent municipal market
sectors that are undervalued.
No Prior History. Because the Fund is newly organized, its common shares
have no history of public trading. Shares of closed-end investment companies
frequently trade at a discount from their net asset value. This risk may be
greater for investors expecting to sell their shares in a relatively short
period after completion of the public offering.
(continued on following page)
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Investing in common shares involves certain risks. See "Risks" beginning on
page 24.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this Prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
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Per Share Total /(3)/
--------- ----------
Public Offering Price $15.000 $
Sales Load/(1)/ $ 0.675 $
Estimated Offering Expenses/(2)/ $ 0.030 $
Proceeds to the Fund $14.295 $
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(1)Certain underwriters that may also participate in any future offering of
preferred shares of the Fund may receive additional compensation in that
offering based on their participation in this offering. See "Underwriting."
(2)Total expenses of issuance and distribution (other than underwriting
discounts and commissions) are estimated to be $ . Nuveen has agreed
to reimburse offering expenses in excess of $0.03 per share.
(3)The Fund has granted the underwriters an option to purchase up to
additional common shares at the Public Offering Price less the Sales Load,
solely to cover over-allotments, if any. If such option is exercised in
full, the total Public Offering Price, Sales Load, Estimated Offering
Expenses and Proceeds to the Fund will be approximately $ ,
$ , $ and $ , respectively. See "Underwriting."
The underwriters expect to deliver the common shares to purchasers on or
about , 2003.
-------------
Nuveen Investments
, 2003
The common shares have been approved for listing on the
, subject to notice of issuance. The trading or "ticker"
symbol of the common shares is " ".
Portfolio Contents. Under normal circumstances, the Fund will invest at
least 80% of its Managed Assets (as defined on page 4) in a portfolio of
municipal bonds that pay interest that is exempt from regular federal income
tax, the alternative minimum tax applicable to individuals, and California
income tax and that are covered by insurance guaranteeing the timely payment of
principal and interest thereon. Through , 2003, the Fund may
invest in municipal bonds that pay interest that is exempt from regular federal
income tax and the alternative minimum tax applicable to individuals but not
from California income tax, provided that no more than 10% of the Fund's
investment income during that time may be derived from investments in those
bonds. The Fund may at all times invest up to 20% of its Managed Assets in
uninsured municipal bonds backed by an escrow or trust account containing
sufficient U.S. Government or U.S. Government agency securities to ensure
timely payment of principal and interest, or other municipal bonds that are
investment grade quality. The Fund cannot assure you that it will achieve its
investment objectives.
You should read this Prospectus, which contains important information about
the Fund, before deciding whether to invest and retain it for future reference.
A Statement of Additional Information, dated , 2003 and as it may
be supplemented, containing additional information about the Fund, has been
filed with the Securities and Exchange Commission and is incorporated by
reference in its entirety into this Prospectus. You may request a free copy of
the Statement of Additional Information, the table of contents of which is on
page of this Prospectus, by calling (800) 257-8787 or by writing to the
Fund, or you may obtain a copy (and other information regarding the Fund) from
the Securities and Exchange Commission web site (http://www.sec.gov).
The Fund's common shares do not represent a deposit or obligation of, and
are not guaranteed or endorsed by, any bank or other insured depository
institution, and are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other government agency.
2
You should rely only on the information contained or incorporated by
reference in this Prospectus. The Fund has not 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 contained in this Prospectus is accurate as of any date other than
the date on the front of this Prospectus.
-------------
TABLE OF CONTENTS
Page
----
Prospectus Summary........................................... 4
Summary of Fund Expenses..................................... 11
The Fund..................................................... 13
Use of Proceeds.............................................. 13
The Fund's Investments....................................... 13
MuniPreferred Shares and Leverage............................ 22
Risks........................................................ 24
How the Fund Manages Risk.................................... 29
Management of the Fund....................................... 30
Net Asset Value.............................................. 32
Distributions................................................ 32
Dividend Reinvestment Plan................................... 34
Description of Shares........................................ 35
Certain Provisions in the Declaration of Trust............... 37
Repurchase of Fund Shares; Conversion to Open-End Fund....... 38
Tax Matters.................................................. 39
Underwriting................................................. 42
Custodian and Transfer Agent................................. 45
Legal Opinions............................................... 45
Table of Contents for the Statement of Additional Information 46
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Until , 2003 (25 days after the date of this Prospectus), all
dealers that buy, sell or trade the common shares, whether or not participating
in this offering, may be required to deliver a Prospectus. This is in addition
to the dealers' obligation to deliver a Prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
3
PROSPECTUS SUMMARY
This is only a summary. You should review the more detailed information
contained elsewhere in this Prospectus and in the Statement of Additional
Information to understand the offering fully.
The Fund.............. Nuveen Insured California Tax-Free Advantage Municipal
Fund 2 (the "Fund") is a newly organized,
non-diversified, closed-end management investment
company. The Fund is designed to provide tax
benefits to investors who are residents of
California. See "The Fund."
The Offering.......... The Fund is offering common shares of
beneficial interest at $15.00 per share through a
group of underwriters (the "Underwriters") led by
Nuveen Investments, LLC ("Nuveen") and
. The common shares
of beneficial interest are called "Common Shares" in
this Prospectus. You must purchase at least 100
Common Shares in this offering. The Fund has given
the Underwriters an option to purchase up to
additional Common Shares to cover orders in excess
of Common Shares. See "Underwriting."
Nuveen has agreed to pay (i) all organizational
expenses and (ii) offering costs (other than sales
load) that exceed $0.03 per Common Share.
Investment Objectives. The Fund's investment objectives are to provide
current income exempt from regular federal income
tax, the alternative minimum tax applicable to
individuals and California income tax and enhance
portfolio value relative to the municipal bond
market by investing in tax-exempt municipal bonds
that the Fund's investment adviser believes are
underrated or undervalued or that represent
municipal market sectors that are undervalued. Under
normal circumstances, the Fund will invest at least
80% of its Managed Assets in a portfolio of
municipal bonds that:
. pay interest that is exempt from regular
federal and California income taxes and from
the federal alternative minimum tax applicable
to individuals; and
. are covered by insurance guaranteeing the
timely payment of principal and interest
thereon.
This insurance does not protect the market value of
portfolio holdings or the net asset value of the
Fund.
The Fund's average daily net assets (including assets
attributable to any MuniPreferred(R) Shares (as
defined below) that may be outstanding) are called
"Managed Assets."
With respect to its entire portfolio, the Fund will
invest only in bonds and other eligible investments,
whether or not insured, that at the time of
investment are investment grade quality. Under
normal circumstances, the Fund (i) expects to be
fully invested (at least 95% of its assets) in
municipal bonds that pay interest that is exempt from
4
regular federal and California income taxes and (ii)
will not invest in bonds that pay interest subject
to the federal alternative minimum tax applicable to
individuals ("AMT Bonds"). After the completion of
the offering through , 2004 (the
"Invest-up Period"), the Fund may invest in
municipal bonds that pay interest that is exempt
from regular federal income tax and the alternative
minimum tax applicable to individuals but not from
California income tax ("Out of State Bonds"),
provided that no more than 10% of the Fund's
investment income during that time may be derived
from investments in Out of State Bonds.
The Fund may at all times invest up to 20% of its
Managed Assets in (i) uninsured municipal bonds that
are backed by an escrow or trust account containing
sufficient U.S. Government or U.S. Government agency
securities to ensure timely payment of principal and
interest, or (ii) other municipal bonds that at the
time of investment, are investment grade quality. An
investment grade quality bond is a bond rated within
the four highest grades (Baa or BBB or better by
Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Corporation, a division of The
McGraw-Hill Companies ("S&P") or Fitch Ratings
("Fitch")) by all nationally recognized statistical
rating organizations (each an "NRSRO") that rate the
bond or a bond that is unrated but judged to be of
comparable quality by the Fund's investment adviser.
The Fund will primarily invest in municipal bonds
with long-term maturities in order to maintain a
weighted average maturity of 15-30 years, but the
weighted average maturity of obligations held by the
Fund may be shortened, depending on market
conditions. The Fund cannot assure you that it will
attain its investment objectives. See "The Fund's
Investments."
Tax Considerations.... If the Fund invests in Out of State Bonds, a portion
of your dividends will be subject to California
income tax. In addition, distributions of ordinary
taxable income (including any net short-term capital
gain) will be taxable to shareholders as ordinary
income, and capital gain dividends will be subject
to capital gains taxes. See "Tax Matters."
Proposed Offering of
MuniPreferred(R) Shares Subject to market conditions, approximately one to
three months after completion of this offering, the
Fund intends to offer preferred shares of beneficial
interest ("MuniPreferred Shares") representing
approximately 35% of the Fund's capital after their
issuance. The issuance of MuniPreferred Shares will
leverage your investment in Common Shares. Leverage
involves special risks. There is no assurance that
the Fund will issue MuniPreferred Shares or that, if
issued, the Fund's leveraging strategy will be
successful. See "Risks--Leverage Risk." The money
the Fund obtains by selling the MuniPreferred Shares
will be invested in long-term municipal bonds, which
generally will pay fixed rates of interest over the
life of the
5
bond. The MuniPreferred Shares will pay dividends
based on shorter- term rates, which will be reset
frequently. So long as the rate of return, net of
applicable Fund expenses, on the long-term bonds
purchased by the Fund exceeds MuniPreferred Share
dividend rates as reset periodically, the investment
of the proceeds of the MuniPreferred Shares will
generate more income than will be needed to pay
dividends on the MuniPreferred Shares. If so, the
excess will be used to pay higher dividends to
holders of Common Shares ("Common Shareholders").
However, the Fund cannot assure you that the
issuance of MuniPreferred Shares will result in a
higher yield on your Common Shares. Once
MuniPreferred Shares are issued, the net asset value
and market price of the Common Shares and the yield
to Common Shareholders will be more volatile. See
"MuniPreferred Shares and Leverage" and "Description
of Shares--MuniPreferred Shares."
Investment Adviser.... Nuveen Advisory Corp. ("Nuveen Advisory") will be the
Fund's investment adviser. Nuveen Advisory will
receive an annual fee, payable monthly, in a maximum
amount equal to .65% of the Fund's Managed Assets
(as previously defined, Managed Assets include
assets attributable to any MuniPreferred Shares that
may be outstanding), with lower fee levels for
assets that exceed $125 million. Nuveen Advisory has
contractually agreed to reimburse the Fund for fees
and expenses in the amount of .32% of average daily
Managed Assets of the Fund for the first five full
years of the Fund's operations (through
, 2008), and for a declining amount for
an additional three years (through ,
2011). Nuveen Advisory is a wholly owned subsidiary
of Nuveen Investments, Inc. For more information on
fees and expenses, including fees attributable to
Common Shares, see "Management of the Fund."
Distributions......... Commencing with the Fund's first dividend, the Fund
intends to make regular monthly cash distributions
to Common Shareholders at a level rate (stated in
terms of a fixed cents per Common Share dividend
rate) based on the projected performance of the
Fund. The Fund's ability to maintain a level Common
Share dividend rate will depend on a number of
factors, including dividends payable on the
MuniPreferred Shares. As portfolio and market
conditions change, the rate of dividends on the
Common Shares and the Fund's dividend policy could
change. Over time, the Fund will distribute all of
its net investment income (after it pays accrued
dividends on any outstanding MuniPreferred Shares).
In addition, at least annually, the Fund intends to
distribute net capital gain and taxable ordinary
income, if any, to you so long as the net capital
gain and taxable ordinary income are not necessary
to pay accrued dividends on, or redeem or liquidate,
any MuniPreferred Shares. Your initial distribution
is expected to be declared approximately 45 days,
and paid approximately 60 to 90 days, from the
completion of this
6
offering, depending on market conditions. You may
elect to automatically reinvest some or all of your
distributions in additional Common Shares under the
Fund's Dividend Reinvestment Plan. See
"Distributions" and "Dividend Reinvestment Plan."
Listing............... The Common Shares have been approved for listing on
the , subject to notice of
issuance. See "Description of Shares--Common
Shares." The trading or "ticker" symbol of the
Common Shares is " ." Because of this exchange
listing, the Fund may sometimes be referred to in
public communications as a "closed-end
exchange-traded fund" or "exchange-traded fund."
Custodian and Transfer
Agent................. State Street Bank and Trust Company will serve as
custodian and transfer agent for the Fund. See
"Custodian and Transfer Agent."
Market Price of Shares Shares of closed-end investment companies frequently
trade at prices lower than net asset value. Shares
of closed-end investment companies like the Fund
that invest predominately in investment grade
municipal bonds have during some periods traded at
prices higher than net asset value and have during
other periods traded at prices lower than net asset
value. The Fund cannot assure you that Common Shares
will trade at a price higher than net asset value in
the future. Net asset value will be reduced
immediately following the offering by the sales load
and the amount of organization and offering expenses
paid by the Fund. See "Use of Proceeds." In addition
to net asset value, market price may be affected by
such factors as dividend levels (which are in turn
affected by expenses), call protection, dividend
stability, portfolio credit quality and liquidity
and market supply and demand. See "MuniPreferred
Shares and Leverage," "Risks," "Description of
Shares," "Repurchase of Fund Shares; Conversion to
Open-End Fund" and the Statement of Additional
Information under "Repurchase of Fund Shares;
Conversion to Open-End Fund." The Common Shares are
designed primarily for long-term investors, and you
should not view the Fund as a vehicle for trading
purposes.
Special Risk
Considerations........ No Operating History. The Fund is a newly organized,
non-diversified, closed-end management investment
company with no history of operations.
Interest Rate Risk. Generally, when market interest
rates fall, bond prices rise, and vice versa.
Interest rate risk is the risk that the municipal
bonds in the Fund's portfolio will decline in value
because of increases in market interest rates. The
prices of longer-term bonds fluctuate more than
prices of shorter-term bonds as interest rates
change. Conversely, the values of lower-rated and
comparable unrated debt securities are less likely
than those of investment grade and comparable
unrated debt securities to fluctuate inversely with
7
changes in interest rates. Because the Fund will
invest primarily in long-term bonds, the Common
Share net asset value and market price per share
will fluctuate more in response to changes in market
interest rates than if the Fund invested primarily
in shorter-term bonds. The Fund's use of leverage,
as described below, will tend to increase Common
Share interest rate risk. Market interest rates for
investment grade municipal bonds in which the Fund
will primarily invest have recently declined
significantly below the recent historical average
rates for such bonds. This decline may have
increased the risk that these rates will rise in the
future (which would cause the value of the Fund's
net assets to decline) and the degree to which asset
values may decline in such event; however,
historical interest rate levels are not necessarily
predictive of future interest rate levels. See
"Risks--Interest Rate Risk."
Credit Risk. Credit risk is the risk that one or more
municipal bonds in the Fund's portfolio will decline
in price, or fail to pay interest or principal when
due, because the issuer of the bond experiences a
decline in its financial status. See "Risks--Credit
Risk."
Concentration in California Issuers. The Fund's policy
of investing primarily in municipal obligations of
issuers located in California makes the Fund more
susceptible to adverse economic, political or
regulatory occurrences affecting such issuers. See
"Risks--Concentration Risk."
Leverage Risk. The use of leverage through the
issuance of MuniPreferred Shares creates an
opportunity for increased Common Share net income
and returns, but also creates special risks for
Common Shareholders. There is no assurance that the
Fund's leveraging strategy will be successful. It is
anticipated that MuniPreferred dividends will be
based on shorter-term municipal bond rates of return
(which would be redetermined periodically, pursuant
to an auction process), and that the Fund will
invest the proceeds of the MuniPreferred Shares
offering in long-term, typically fixed rate,
municipal bonds. So long as the Fund's municipal
bond portfolio provides a higher rate of return (net
of Fund expenses) than the MuniPreferred dividend
rate, as reset periodically, the leverage will cause
Common Shareholders to receive a higher current rate
of return than if the Fund were not leveraged. If,
however, long and/or short-term rates rise, the
MuniPreferred dividend rate could exceed the rate of
return on long-term bonds held by the Fund that were
acquired during periods of generally lower interest
rates, reducing return to Common Shareholders. In
addition, the Fund will pay (and Common Shareholders
will bear) any costs and expenses relating to the
issuance and ongoing maintenance of MuniPreferred
Shares (for example, distribution related expenses
such as a participation fee paid at what the Fund
expects will be an annual rate
8
of 0.25% of MuniPreferred Share liquidation
preference to broker-dealers participating in
MuniPreferred Share auctions).
Leverage creates two major types of risks for Common
Shareholders:
. the likelihood of greater volatility of net
asset value and market price of Common Shares,
because changes in the value of the Fund's bond
portfolio (including bonds bought with the
proceeds of the MuniPreferred Shares offering)
are borne entirely by the Common Shareholders;
and
. the possibility either that Common Share income
will fall if the MuniPreferred dividend rate
rises, or that Common Share income will
fluctuate because the MuniPreferred dividend
rate varies.
See "Risks--Leverage Risk."
Municipal Bond Market Risk. The amount of public
information available about the municipal bonds in
the Fund's portfolio is generally less than that for
corporate equities or bonds, and the investment
performance of the Fund may therefore be more
dependent on the analytical abilities of Nuveen
Advisory than if the Fund were a stock fund or
taxable bond fund. The secondary market for
municipal bonds, also tends to be less
well-developed or liquid than many other securities
markets, which may adversely affect the Fund's
ability to sell its bonds at attractive prices. See
"Risks--Municipal Bond Market Risk."
Municipal Bond Insurance. In the event Moody's, S&P
or Fitch (or all of them) should downgrade its
assessment of the claims-paying ability of a
particular insurer, it (or they) could also be
expected to downgrade the ratings assigned to
municipal bonds insured by such insurer, and
municipal bonds insured under Portfolio Insurance
(as defined below) issued by such insurer also would
be of reduced quality in the portfolio of the Fund.
Any such downgrade could have an adverse impact on
the net asset value and market price of the Common
Shares.
In addition, the Fund may be subject to certain
restrictions on investments imposed by guidelines of
the insurance companies issuing Portfolio Insurance.
The Fund does not expect these guidelines to prevent
Nuveen Advisory from managing the Fund's portfolio
in accordance with the Fund's investment objectives
and policies.
Non-Diversification. Because the Fund is classified
as "non-diversified" under the Investment Company
Act of 1940, as amended (the "1940 Act"), it can
invest a greater portion of its assets in
obligations of a single issuer than a "diversified"
fund. As a result, the Fund will be more susceptible
than a diversified fund to any single corporate,
economic, political or regulatory occurrence. See
"The
9
Fund's Investments" and
"Risks--Non-Diversification." Also, the Fund's
policy of generally investing in bonds that are
exempt from the federal alternative minimum tax
applicable to individuals may prevent the Fund from
investing in certain kinds of bonds and thereby
limit the Fund's ablility to optimally diversify its
portfolio.
Anti-Takeover Provisions. The Fund's Declaration of
Trust (the "Declaration") includes provisions that
could limit the ability of other entities or persons
to acquire control of the Fund or convert the Fund
to open-end status. The provisions of the
Declaration described above could have the effect of
depriving the Common Shareholders of opportunities
to sell their Common Shares at a premium over the
then current market price of the Common Shares. See
"Certain Provisions in the Declaration of Trust" and
"Risks--Anti-Takeover Provisions."
10
SUMMARY OF FUND EXPENSES
The Annual Expenses table below assumes the issuance of MuniPreferred Shares
in an amount equal to 35% of the Fund's capital (after their issuance), and
shows Fund expenses as a percentage of net assets attributable to Common Shares.
Shareholder Transaction Expenses
Sales Load Paid by You (as a percentage of offering price)..................... 4.50%
Offering Expenses Borne by the Fund (as a percentage of offering price)/(1)(2)/ .20%
Dividend Reinvestment Plan Fees................................................ None(3)
Percentage of Net
Assets Attributable
to Common Shares(4)
-------------------
Annual Expenses
Management Fees.......................... %
Other Expenses........................... %
-----
Total Annual Expenses.................... %
Fee and Expense Reimbursement (Years 1-5) %(5)
-----
Total Annual Expenses (Years 1-5)........ %(5)
=====
--------
(1)Nuveen has agreed to pay offering costs (other than sales load) that exceed
$0.03 per Common Share.
(2)If the Fund offers MuniPreferred Shares, costs of that offering, estimated
to be approximately % of the total amount of the MuniPreferred Share
offering, will effectively be borne by the Common Shareholders and result in
a reduction of the net asset value of the Common Shares. Assuming the
issuance of MuniPreferred Shares in the amount equal to 35% of the Fund's
total capital (after issuance), those offering costs are estimated to be
approximately $ per Common Share ( % of the offering price).
(3)You will be charged a $2.50 service charge and pay brokerage charges if you
direct State Street Bank and Trust Company, as agent for the Common
Shareholders (the "Plan Agent") to sell your Common Shares held in a
dividend reinvestment account.
(4)Stated as percentages of net assets attributable to Common Shares. Assuming
no issuance of MuniPreferred Shares, the Fund's expenses would be estimated
to be as follows:
11
Percentage of Net
Assets Attributable
to Common Shares
-------------------
Annual Expenses
Management Fees....................................................... %
Other Expenses........................................................ %
----
Total Annual Expenses................................................. %
Fees and Expense Reimbursement (Years 1-5)............................ %/(5)/
----
Total Annual Expenses (Years 1-5)..................................... %/(5)/
====
(5)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. Assuming the issuance of
MuniPreferred Shares in an amount equal to 35% of the Fund's total assets
(including the amount obtained from leverage) and calculated as a percentage
of net assets attributable to Common Shares, those amounts would be % for
the first 5 years, % in year 6, % in year 7 and % in year 8.
Without the reimbursement, "Total Annual Expenses" would be estimated to be
% of average daily net assets attributable to Common Shares (or,
assuming no issuance of MuniPreferred Shares, % of average daily net
assets).
The purpose of the table above is to help you understand all fees and
expenses that you, as a Common Shareholder, would bear directly or indirectly.
The expenses shown in the table are based on estimated amounts for the Fund's
first year of operations and assume that the Fund issues approximately
Common Shares. See "Management of the Fund" and "Dividend
Reinvestment Plan."
The following example illustrates the expenses (including the sales load of
$45, estimated offering expenses of this offering of $2 and the estimated
MuniPreferred Share offering costs assuming MuniPreferred Shares are issued
representing 35% of the Fund's total capital (after issuance) of $12) that you
would pay on a $1,000 investment in Common Shares, assuming (1) total annual
expenses of .82% of net assets attributable to Common Shares in years 1 through
5, increasing to 1.31% in years 9 and 10 and (2) a 5% annual return:/(1)/
1 Year 3 Years 5 Years 10 Years/(2)/
------ ------- ------- ------------
$ $ $ $
The example should not be considered a representation of future expenses.
Actual expenses may be higher or lower.
--------
(1)The example assumes that the estimated Other Expenses set forth in the
Annual Expenses table are accurate, that fees and expenses increase as
described in note 2 below and that all dividends and distributions are
reinvested at Common Share net asset value. Actual expenses may be greater
or less than those assumed. Moreover, the Fund's actual rate of return may
be greater or less than the hypothetical 5% return shown in the example.
(2)Assumes reimbursement of fees and expenses of .24% of average daily Managed
Assets in year 6, .16% in year 7 and .08% in year 8. Nuveen Advisory has not
agreed to reimburse the Fund for any portion of its fees and expenses beyond
, 2011. See footnote 5 above and "Management of the
Fund--Investment Management Agreement."
12
THE FUND
The Fund is a newly organized, non-diversified, closed-end management
investment company registered under the 1940 Act. The Fund was organized as a
Massachusetts business trust on October 31, 2002, pursuant to a Declaration
governed by the laws of the Commonwealth of Massachusetts. As a newly organized
entity, the Fund has no operating history. The Fund's principal office is
located at 333 West Wacker Drive, Chicago, Illinois 60606, and its telephone
number is (800) 257-8787. The Fund is designed to provide tax benefits to
investors who are residents of California.
USE OF PROCEEDS
The net proceeds of the offering of Common Shares will be approximately
$ ($ if the Underwriters exercise the over-allotment option
in full) after payment of the estimated organization and offering costs. Nuveen
has agreed to pay (i) all organizational expenses and (ii) offering costs
(other than sales load) that exceed $0.03 per Common Share. The Fund will
invest the net proceeds of the offering in accordance with the Fund's
investment objectives and policies as stated below. It is presently anticipated
that the Fund will be able to invest substantially all of the net proceeds in
municipal bonds that meet those investment objectives and policies within three
months after the completion of the offering. Pending such investment, it is
anticipated that the proceeds will be invested in short-term, tax-exempt
securities in accordance with the Fund's investment policies.
THE FUND'S INVESTMENTS
Investment Objectives and Policies
The Fund's investment objectives are:
. to provide current income exempt from regular federal income tax, the
alternative minimum tax applicable to individuals and California income
tax; and
. to enhance portfolio value relative to the municipal bond market by
investing in tax-exempt municipal bonds that Nuveen Advisory believes are
underrated or undervalued or that represent municipal market sectors that
are undervalued.
Underrated municipal bonds are those whose ratings do not, in Nuveen
Advisory's opinion, reflect their true creditworthiness. Undervalued municipal
bonds are bonds that, in Nuveen Advisory's opinion, are worth more than the
value assigned to them in the marketplace. Nuveen Advisory may at times believe
that bonds associated with a particular municipal market sector (for example,
electric utilities), or issued by a particular municipal issuer, are
undervalued. Nuveen Advisory may purchase such a bond for the Fund's portfolio
because it represents a market sector or issuer that Nuveen Advisory considers
undervalued, even if the value of the particular bond appears to be consistent
with the value of similar bonds. Municipal bonds of particular types (e.g.,
hospital bonds, industrial revenue bonds or bonds issued by a particular
municipal issuer) may be undervalued because there is a temporary excess of
supply in that market sector, or because of a general decline in the market
price of municipal bonds of the market sector for reasons that do not apply to
the particular municipal bonds that are considered undervalued. The Fund's
investment in underrated or undervalued municipal bonds will be based on Nuveen
Advisory's belief that their yield is higher than that available on bonds
bearing equivalent levels of interest rate risk, credit risk and other forms of
risk, and that their prices will ultimately rise (relative
13
to the market) to reflect their true value. The Fund attempts to increase its
portfolio value relative to the municipal bond market by prudent selection of
municipal bonds regardless of the direction the market may move. There can be
no assurance that the Fund's attempt to increase its portfolio value relative
to the municipal bond market will succeed. To the extent that it does succeed,
however, such success would increase the amount of net capital gains or reduce
the amount of net capital losses that the Fund would otherwise have realized.
While this incremental increase in net realized capital gains due to successful
value investing, if any, is expected to be modest over time, it would tend to
result in the distribution, over time, of a modestly greater amount of taxable
capital gains to Common Shareholders.
Under normal circumstances, the Fund will invest at least 80% of its Managed
Assets in a portfolio of municipal bonds that:
. pay interest that is exempt from regular federal and California income
taxes and from the federal alternative minimum tax applicable to
individuals; and
. are covered by insurance guaranteeing the timely payment of principal and
interest thereon.
This insurance does not protect the market value of portfolio holdings or the
net asset value of the Fund.
With respect to its entire portfolio, the Fund will invest only in bonds and
other eligible investments, whether or not insured, that at time of investment
are investment grade quality. Under normal circumstances, the Fund (i) expects
to be fully invested (at least 95% of its assets) in municipal bonds that pay
interest that is exempt from regular federal and California income taxes and
(ii) will not invest in AMT Bonds. During the Invest-up Period, the Fund may
invest in Out of State Bonds, provided that no more than 10% of the Fund's
investment income during that time may be derived from Out of State Bonds. The
Fund will purchase Out of State Bonds if other suitable investments are not
available. Investment in Out of State Bonds would result in a portion of your
dividends being subject to California income tax. For more information, see the
Statement of Additional Information. In addition, capital gain dividends will
be subject to capital gains taxes. See "Tax Matters."
The Fund may at all times invest up to 20% of its Managed Assets in (i)
uninsured municipal bonds that are backed by an escrow or trust account
containing sufficient U.S. Government or U.S. Government agency securities to
ensure timely payment of principal and interest, or (ii) other municipal bonds
that, at the time of investment, are investment grade quality. Investment grade
quality means that such bonds are rated by all NRSROs that rate the bond within
the four highest grades (Baa or BBB or better by Moody's, S&P or Fitch) or are
unrated but judged to be of comparable quality by Nuveen Advisory. The
foregoing credit quality policy applies only at the time a security is
purchased, and the Fund is not required to dispose of a security in the event
that a rating agency downgrades its assessment of the credit characteristics of
a particular issue. In determining whether to retain or sell such a security,
Nuveen Advisory may consider such factors as Nuveen Advisory's assessment of
the credit quality of the issuer of such security, the price at which such
security could be sold and the rating, if any, assigned to such security by
other rating agencies. A general description of Moody's, S&P's and Fitch's
ratings of municipal bonds is set forth in Appendix A to the Statement of
Additional Information. See "--Municipal Bonds" below for a general description
of the economic and credit characteristics of municipal issuers in California.
The Fund may also invest in securities of other open- or closed-end investment
companies that invest primarily in municipal bonds of the types in which the
Fund may invest directly. See "--Other Investment Companies."
14
Each insured municipal bond that the Fund acquires will be (1) covered by an
insurance policy applicable to a specific security and obtained by the issuer
of the security or a third party at the time of original issuance ("Original
Issue Insurance"), (2) covered by an insurance policy applicable to a specific
security and obtained by the Fund or a third party subsequent to the time of
original issuance ("Secondary Market Insurance"), or (3) covered by a master
municipal insurance policy purchased by the Fund ("Portfolio Insurance"). See
"--Municipal Bond Insurance." The Fund, as non-fundamental policies that can be
changed by the Board of Trustees, (A) will only buy Portfolio Insurance from
insurers whose claims-paying ability Moody's rates "Aaa" or S&P or Fitch rates
"AAA" and (B) will maintain at least 80% of its total net assets in municipal
bonds covered by insurance from insurers with a claims-paying ability rated, at
the time of the bond's purchase, "Aaa" by Moody's or "AAA" by S&P or Fitch.
The credit quality of companies that provide insurance on bonds will affect
the value of those bonds. Although the insurance feature reduces certain
financial risks, the premiums for insurance and the higher market price paid
for insured obligations may reduce the Fund's income. The insurance feature
does not guarantee the market value of the insured obligations or the net asset
value of the Common Shares.
The Fund may at all times invest up to 20% of its Managed Assets in
uninsured municipal bonds that are entitled to the benefit of an escrow or
trust account that contains securities issued or guaranteed by the U.S.
Government or U.S. Government agencies backed by the full faith and credit of
the United States, and sufficient in amount to ensure the payment of interest
and principal on the original interest payment and maturity dates
("collateralized obligations"). These collateralized obligations generally will
not be insured and will include, but are not limited to, municipal bonds that
have been (1) advance refunded where the proceeds of the refunding have been
used to buy U.S. Government or U.S. Government agency securities that are
placed in escrow and whose interest or maturing principal payments, or both,
are sufficient to cover the remaining scheduled debt service on that municipal
bond; or (2) issued under state or local housing finance programs that use the
issuance proceeds to fund mortgages that are then exchanged for U.S. Government
or U.S. Government agency securities and deposited with a trustee as security
for those municipal bonds. These collateralized obligations are normally
regarded as having the credit characteristics of the underlying U.S. Government
or U.S. Government agency securities.
Upon Nuveen Advisory's recommendation, during temporary defensive periods
and in order to keep the Fund's cash fully invested, including the period
during which the net proceeds of the offering of Common Shares or MuniPreferred
Shares are being invested, the Fund may deviate from its investment objectives
and policies and invest up to 100% of its Managed Assets in short-term
investments including high quality, short-term securities that may be either
tax-exempt or taxable. The Fund intends to invest in taxable short-term
investments only in the event that suitable tax-exempt short-term investments
are not available at reasonable prices and yields. Investment in such
short-term investments would result in a portion of your dividends being
subject to regular federal income tax, the alternative minimum tax applicable
to individuals and California income tax. For more information, see the
Statement of Additional Information. Likewise, the Fund may deviate from its
normal investment policies and invest up to 5% of its Managed Assets in
tax-exempt or taxable fixed-income or equity securities of an issuer of
municipal bonds that the Fund already owns for the purpose of acquiring control
of that issuer when Nuveen Advisory determines that such investment should
enable the Fund to better maximize the value of its existing investment. The
Fund does not intend to change this policy
15
without prior notification to shareholders. See the Statement of Additional
Information under "Other Investment Policies and Techniques--Miscellaneous
Investments."
The Fund cannot change (i) its fundamental investment restrictions set forth
in the Statement of Additional Information or (ii) its policy to invest 80% of
its Managed Assets in a portfolio of municipal bonds that pay interest that is
exempt from regular federal and California income taxes and the federal
alternative minimum tax applicable to individuals without the approval of the
holders of a "majority of the outstanding" Common Shares and, if issued,
MuniPreferred Shares voting together as a single class, and of the holders of a
"majority of the outstanding" MuniPreferred Shares voting as a separate class.
When used with respect to particular shares of the Fund, a "majority of the
outstanding" shares means (i) 67% or more of the shares present at a meeting,
if the holders of more than 50% of the shares are present or represented by
proxy, or (ii) more than 50% of the shares, whichever is less. See "Description
of Shares--MuniPreferred Shares--Voting Rights" and the Statement of Additional
Information under "Description of Shares--MuniPreferred Shares--Voting Rights"
for additional information with respect to the voting rights of holders of
MuniPreferred Shares. Other than as noted above, the investment objectives and
policies of the Fund may be changed by the Board without shareholder action.
Municipal Bonds
Municipal bonds are either general obligation or revenue bonds and typically
are issued to finance public projects (such as roads or public buildings), to
pay general operating expenses, or to refinance outstanding debt. Municipal
bonds may also be issued for private activities, such as housing, medical and
educational facility construction, or for privately owned industrial
development and pollution control projects. General obligation bonds are backed
by the full faith and credit, or taxing authority, of the issuer and may be
repaid from any revenue source; revenue bonds may be repaid only from the
revenues of a specific facility or source. The Fund also may purchase municipal
bonds that represent lease obligations. These carry special risks because the
issuer of the bonds may not be obligated to appropriate money annually to make
payments under the lease. In order to reduce this risk, the Fund will only
purchase municipal bonds representing lease obligations where Nuveen Advisory
believes the issuer has a strong incentive to continue making appropriations
until maturity.
The municipal bonds in which the Fund will invest are generally issued by
the State of California, a municipality in California, or a political
subdivision or agency or instrumentality of such State or municipality
("California municipal bonds"), and pay interest that, in the opinion of bond
counsel to the issuer (or on the basis of other authority believed by Nuveen
Advisory to be reliable), is exempt from regular federal income tax, the
alternative minimum tax applicable to individuals and California income tax.
The Fund may invest in municipal bonds issued by United States territories
(such as Puerto Rico or Guam) that pay interest that is exempt from regular
federal and California income taxes and the federal alternative minimum tax
applicable to individuals. During the Invest-up Period, the Fund also may
invest in Out of State Bonds subject to the limitations described under
"--Investment Objectives and Policies." It is a fundamental policy of the Fund
that its investments in municipal bonds on which the interest is not taxable
under regular federal and California income tax or the federal alternative
minimum tax applicable to individuals will, under normal circumstances,
comprise at least 80% of the Fund's Managed Assets.
The yields on municipal bonds depend on a variety of factors, including
prevailing interest rates and the condition of the general money market and the
municipal bond market, the size of a particular
16
offering, the maturity of the obligation and the rating of the issue. The
market value of municipal bonds will vary with changes in interest rate levels
and as a result of changing evaluations of the ability of their issuers to meet
interest and principal payments.
The Fund will primarily invest in municipal bonds with long-term maturities
in order to maintain a weighted average maturity of 15-30 years, but the
weighted average maturity of obligations held by the Fund may be shortened,
depending on market conditions.
Municipal Bond Insurance
Each insured municipal bond the Fund acquires will be covered by Original
Issue Insurance, Secondary Market Insurance or Portfolio Insurance. The Fund
expects initially to emphasize investments in municipal bonds insured under
bond-specific insurance policies (i.e., Original Issue or Secondary Market
Insurance). The Fund may obtain Portfolio Insurance from the insurers described
in Appendix C to the Statement of Additional Information. The Fund, as a
non-fundamental policy that can be changed by the Board of Trustees, will only
obtain policies of Portfolio Insurance issued by insurers whose claims-paying
ability is rated "Aaa" by Moody's or "AAA" by S&P or Fitch. There is no limit
on the percentage of the Fund's assets that may be invested in municipal bonds
insured by any one insurer.
A municipal bond covered by Original Issue Insurance or Secondary Market
Insurance is itself typically assigned the same rating as that of the insurer.
For example, if the insurer has a rating of "Aaa" or "AAA", a bond covered by
an Original Issue Insurance or Secondary Market Insurance policy from that
insurer would also typically be assigned the same rating. Such a municipal bond
would generally be assigned a lower rating if the ratings were based instead
upon the credit characteristics of the issuer without regard to the insurance
feature. By way of contrast, the ratings, if any, assigned to a municipal bond
insured under Portfolio Insurance will be based primarily upon the credit
characteristics of the issuer, without regard to the insurance feature, and
therefore will generally carry a rating that is below "Aaa" or "AAA." While in
the portfolio of the Fund, however, a municipal bond backed by Portfolio
Insurance from a particular insurer will effectively be of the same credit
quality as a municipal bond issued by an issuer of comparable credit
characteristics that is backed by Original Issue Insurance or Secondary Market
Insurance from that insurer.
The Fund's policy of investing primarily in municipal bonds insured by
insurers whose claims-paying ability is rated "Aaa" or "AAA" applies only at
the time of purchase of a security, and the Fund will not be required to
dispose of the securities in the event Moody's, S&P or Fitch, as the case may
be, downgrades its assessment of the claims-paying ability of a particular
insurer or the credit characteristics of a particular issuer. In the event
Moody's, S&P or Fitch (or all of them) should downgrade its (or their) rating
of a particular insurer, it (or they) could also be expected to downgrade the
ratings assigned to municipal bonds insured under Original Issue Insurance or
Secondary Market Insurance policies by such insurer, and municipal bonds
insured under Portfolio Insurance issued by such insurer also would be of
reduced quality in the portfolio of the Fund. Moody's, S&P and Fitch
continually assess the claims-paying ability of insurers and the credit
characteristics of issuers, and there can be no assurance that they will not
downgrade their assessments subsequent to the time the Fund purchases
securities.
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.
17
Original Issue Insurance. Original Issue Insurance is purchased with respect
to a particular issue of municipal bonds by the issuer thereof or a third party
in conjunction with the original issuance of such municipal bonds. Under this
insurance, the insurer unconditionally guarantees to the holder of the
municipal bond the timely payment of principal and interest on such obligations
when and as these payments become due but not paid by the issuer, except that
in the event of the acceleration of the due date of the principal by reason of
mandatory or optional redemption (other than acceleration by reason of a
mandatory sinking fund payment), default or otherwise, the payments guaranteed
may be made in the amounts and at the times as payment of principal would have
been due had there not been any acceleration. The insurer is responsible for
these payments less any amounts received by the holder from any trustee for the
municipal bond issuer or from any other source. Original Issue Insurance does
not guarantee payment on an accelerated basis, the payment of any redemption
premium (except with respect to certain premium payments in the case of certain
small issue industrial development and pollution control municipal bonds), the
value of the Fund's shares, 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 with respect to the municipal bonds so insured, but the exact effect, if
any, of this insurance on the market value cannot be estimated.
Secondary Market Insurance. Subsequent to the time of original issuance of a
municipal bond, the Fund or a third party may, upon the payment of a single
premium, 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 with respect to
a particular municipal bond would be to enable the Fund to enhance the value of
the security. The Fund, for example, might seek to purchase 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, less the cost
of the Secondary Market Insurance, would exceed the current value of the
security without 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, less the cost
of the Secondary Market Insurance, would exceed the current value of the
security. 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. Portfolio Insurance guarantees the payment of principal
and interest on specified eligible municipal bonds purchased by the Fund.
Except as described below, Portfolio Insurance generally provides the same type
of coverage as is provided by Original Issue Insurance or
18
Secondary Market Insurance. Municipal bonds insured under a Portfolio Insurance
policy would generally not be insured under any other policy. A municipal bond
is eligible for coverage under a policy if it meets certain requirements of the
insurer. Portfolio Insurance is intended to reduce financial risk, but the cost
thereof and compliance with investment restrictions imposed under the policy
will reduce the yield to shareholders of the Fund.
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 that the Fund may purchase.
All premiums respecting municipal bonds covered by Original Issue Insurance or
Secondary Market Insurance are paid in advance by the issuer or other party
obtaining the insurance.
Portfolio Insurance policies are effective only as to municipal bonds owned
by and held by the Fund, and do not cover municipal bonds for which the
contract for purchase fails. A "when-issued" municipal obligation will be
covered under a Portfolio Insurance policy upon the settlement date of the
issue of such "when-issued" municipal bond.
In determining whether to insure municipal bonds held by the Fund, 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.
Each Portfolio Insurance policy will be noncancellable and will remain in
effect so long as the Fund is in existence, the municipal bonds covered by the
policy continue to be held by the Fund, and the Fund pays the premiums for the
policy. Each insurer will generally reserve the right at any time upon 90 days'
written notice to the Fund to refuse to insure any additional bonds purchased
by the Fund after the effective date of such notice. The Fund generally will
reserve the right to terminate each policy upon seven days' written notice to
an insurer if it determines that the cost of such policy is not reasonable in
relation to the value of the insurance to the Fund.
Each Portfolio Insurance policy will terminate as to any municipal bond that
has been redeemed from or sold by the Fund 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. Each policy will
terminate as to all municipal bonds covered thereby on the date on which the
last of the covered municipal bonds mature, are redeemed or are sold by the
Fund.
One or more Portfolio Insurance policies may provide the Fund, pursuant to
an irrevocable commitment of the insurer, with the option to exercise the right
to obtain permanent insurance ("Permanent Insurance") for a municipal bond that
is sold by the Fund. 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 of purchase and will not
be increased or decreased for any
19
change in the security's creditworthiness unless the security is in default as
to payment of principal or interest, or both. If such event occurs, the
Permanent Insurance premium will be subject to an increase predetermined at the
date of the Fund's purchase.
The 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. 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 Portfolio Insurance in valuing the
municipal bonds it holds.
Because each Portfolio Insurance policy will terminate for municipal bonds
sold by the Fund on the date of sale, in which event the insurer will be liable
only for those payments of principal and interest that are then due and owing
(unless Permanent Insurance is obtained by the Fund), the provision for this
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 generally
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.
Premiums for a Portfolio Insurance policy are paid monthly, and are adjusted
for purchases and sales of municipal bonds covered by the policy during the
month. The yield on the Fund is reduced to the extent of the insurance premiums
it pays.
When-Issued and Delayed Delivery Transactions
The Fund may buy and sell municipal bonds on a when-issued or delayed
delivery basis, making payment or taking delivery at a later date, normally
within 15 to 45 days of the trade date. This type of transaction may involve an
element of risk because no interest accrues on the bonds prior to settlement
and, because bonds are subject to market fluctuations, the value of the bonds
at time of delivery may be less (or more) than cost. A separate account of the
Fund will be established with its custodian consisting of cash, cash
equivalents, or liquid securities having a market value at all times at least
equal to the amount of the commitment.
Miscellaneous Investments
The Fund may invest up to 5% of its Managed Assets in tax-exempt or taxable
fixed-income or equity securities for the purpose of acquiring control of an
issuer whose municipal bonds (a) the Fund already owns and (b) have
deteriorated or are expected shortly to deteriorate significantly in credit
quality, provided Nuveen Advisory determines that such investment should enable
the Fund to better
20
maximize its existing investment in such issuer. Investment in such securities
would result in a portion of your dividend being subject to regular federal and
California income taxes or the alternative minimum tax applicable to
individuals.
Other Investment Companies
The Fund may invest up to 10% of its Managed Assets in securities of other
open- or closed-end investment companies that invest primarily in municipal
bonds of the types in which the Fund may invest directly. The Fund generally
expects to invest in other investment companies either during periods when it
has large amounts of uninvested cash, such as the period shortly after the Fund
receives the proceeds of the offering of its Common Shares or MuniPreferred
Shares, or during periods when there is a shortage of attractive, high-yielding
municipal bonds available in the market. As a stockholder in an investment
company, the Fund will bear its ratable share of that investment company's
expenses, and would remain subject to payment of the Fund's advisory and
administrative fees with respect to assets so invested. Common Shareholders
would therefore be subject to duplicative expenses to the extent the Fund
invests in other investment companies. Nuveen Advisory will take expenses into
account when evaluating the investment merits of an investment in the
investment company relative to available municipal bond investments. In
addition, the securities of other investment companies may also be leveraged
and will therefore be subject to the same leverage risks described herein. As
described in the section entitled "Risks," the net asset value and market value
of leveraged shares will be more volatile and the yield to Common Shareholders
will tend to fluctuate more than the yield generated by unleveraged shares.
21
MUNIPREFERRED SHARES AND LEVERAGE
Subject to market conditions, approximately one to three months after the
completion of the offering of the Common Shares, the Fund intends to offer
MuniPreferred Shares representing approximately 35% of the Fund's capital
immediately after the issuance of the MuniPreferred Shares. The MuniPreferred
Shares will have complete priority upon distribution of assets over the Common
Shares. The issuance of MuniPreferred Shares will leverage the Common Shares.
Leverage involves special risks. There is no assurance that the Fund's
leveraging strategy will be successful. Although the timing and other terms of
the offering of the MuniPreferred Shares will be determined by the Fund's Board
of Trustees, the Fund expects to invest the proceeds of the MuniPreferred
Shares offering in long-term municipal bonds. The MuniPreferred Shares will pay
dividends based on shorter-term rates (which would be redetermined periodically
by an auction process). So long as the Fund's portfolio is invested in
securities that provide a higher rate of return than the dividend rate of the
MuniPreferred Shares (after taking expenses into consideration), the leverage
will cause you to receive a higher current rate of return than if the Fund were
not leveraged.
Changes in the value of the Fund's bond portfolio (including bonds bought
with the proceeds of the MuniPreferred Shares offering) will be borne entirely
by the Common Shareholders. If there is a net decrease (or increase) in the
value of the Fund's investment portfolio, the leverage will decrease (or
increase) the net asset value per Common Share to a greater extent than if the
Fund were not leveraged. During periods in which the Fund is using leverage,
the fees paid to Nuveen Advisory for advisory services will be higher than if
the Fund did not use leverage because the fees paid will be calculated on the
basis of the Fund's total net assets, including the proceeds from the issuance
of MuniPreferred Shares.
For tax purposes, the Fund is currently required to allocate net capital
gain and other taxable income, if any, between the Common Shares and
MuniPreferred Shares in proportion to total dividends paid to each class for
the taxable year in which the net capital gain or other taxable income is
realized. If net capital gain or other taxable income is allocated to
MuniPreferred Shares (instead of solely tax-exempt income), the Fund will
likely have to pay higher total dividends to MuniPreferred shareholders or make
special payments to MuniPreferred shareholders to compensate them for the
increased tax liability. This would reduce the total amount of dividends paid
to the Common Shareholders, but would increase the portion of the dividend that
is tax-exempt. On an after-tax basis, Common Shareholders may still be better
off than if they had been allocated all of the Fund's net capital gain or other
taxable income (resulting in a higher amount of total dividends), but received
a lower amount of tax-exempt income. If the increase in dividend payments or
the special payments to MuniPreferred shareholders are not entirely offset by a
reduction in the tax liability of, and an increase in the tax-exempt dividends
received by, the Common Shareholders, the advantage of the Fund's leveraged
structure to Common Shareholders will be reduced.
Under the 1940 Act, the Fund is not permitted to issue preferred shares
unless immediately after such issuance, the value of the Fund's asset coverage
is at least 200% of the liquidation value of the outstanding preferred shares
(i.e., such liquidation value may not exceed 50% of the Fund's asset coverage).
In addition, the Fund is not permitted to declare any cash dividend or other
distribution on its Common Shares unless, at the time of such declaration, the
value of the Fund's asset coverage is at least 200% of such liquidation value.
If MuniPreferred Shares are issued, the Fund intends, to the extent possible,
to purchase or redeem MuniPreferred Shares from time to time to the extent
necessary in
22
order to maintain coverage of any MuniPreferred Shares of at least 200%. If the
Fund has MuniPreferred Shares outstanding, two of the Fund's trustees will be
elected by the holders of MuniPreferred Shares, voting separately as a class.
The remaining trustees of the Fund will be elected by holders of Common Shares
and MuniPreferred Shares voting together as a single class. In the event the
Fund failed to pay dividends on MuniPreferred Shares for two years,
MuniPreferred shareholders would be entitled to elect a majority of the
trustees of the Fund.
The Fund may be subject to certain restrictions imposed by guidelines of one
or more rating agencies which may issue ratings for MuniPreferred Shares issued
by the Fund. These guidelines may impose asset coverage or portfolio
composition requirements that are more stringent than those imposed on the Fund
by the 1940 Act. It is not anticipated that these covenants or guidelines will
impede Nuveen Advisory from managing the Fund's portfolio in accordance with
the Fund's investment objectives and policies.
The Fund may also borrow money for repurchase of its shares or as a
temporary measure for extraordinary or emergency purposes, including the
payment of dividends and the settlement of securities transactions which
otherwise might require untimely dispositions of Fund securities.
Assuming that the MuniPreferred Shares will represent in the aggregate
approximately 35% of the Fund's capital and pay dividends at an annual average
rate of %, the incremental income generated by the Fund's portfolio (net of
estimated expenses) must exceed % in order to cover such dividend payments
and other expenses specifically related to the MuniPreferred Shares. Of course,
these numbers are merely estimates, used for illustration. Actual MuniPreferred
Share dividend rates, interest or payment rates may vary frequently and may be
significantly higher or lower than the rate assumed above.
The following table is furnished in response to requirements of the
Securities and Exchange Commission. It is designed to illustrate the effect of
leverage on Common Share total return, assuming investment portfolio total
returns (comprised of income and changes in the value of bonds held in the
Fund's portfolio net of expenses) of -10%, -5%, 0%, 5% and 10%. These assumed
investment portfolio returns are hypothetical figures and are not necessarily
indicative of the investment portfolio returns expected to be experienced by
the Fund. The table further reflects the issuance of MuniPreferred Shares
representing 35% of the Fund's total capital, and the Fund's currently
projected annual MuniPreferred Share dividend rate of %. See
"Risks--Leverage Risk."
Assumed Portfolio Total Return (net of expenses) (10.00)% (5.00)% 0.00 % 5.00% 10.00%
Common Share Total Return....................... ( )% ( )% ( )% % %
Common Share total return is composed of two elements--the Common Share
dividends paid by the Fund (the amount of which is largely determined by the
net investment income of the Fund after paying dividends on MuniPreferred
Shares) and gains or losses on the value of the securities the Fund owns. As
required by Securities and Exchange Commission rules, the table assumes that
the Fund is more likely to suffer capital losses than to enjoy capital
appreciation. For example, to assume a total return of 0%, the Fund must assume
that the tax-exempt interest it receives on its municipal bond investments is
entirely offset by losses in the value of those bonds.
Unless and until MuniPreferred Shares are issued, the Common Shares will not
be leveraged and this section will not apply.
23
RISKS
The net asset value of the Common Shares will fluctuate with and be affected
by, among other things, interest rate risk, credit risk, reinvestment risk and
leverage risk, and an investment in Common Shares will be subject to, among
other things, market discount risk, concentration risk, inflation risk and
municipal bond market risk, each of which is more fully described below.
Newly Organized. The Fund is a newly organized, non-diversified, closed-end
management investment company and has no operating history.
Market Discount Risk. Shares of closed-end management investment companies
frequently trade at a discount from their net asset value.
Interest Rate Risk. Interest rate risk is the risk that bonds (and the
Fund's net assets) will decline in value because of changes in interest rates.
Generally, municipal bonds will decrease in value when interest rates rise and
increase in value when interest rates decline. This means that the net asset
value of the Common Shares will fluctuate with interest rate changes and the
corresponding changes in the value of the Fund's municipal bond holdings. The
value of the longer-term bonds in which the Fund generally invests fluctuates
more in response to changes in interest rates than does the value of
shorter-term bonds. Conversely, the values of lower-rated and comparable
unrated debt securities are less likely than those of investment grade and
comparable unrated debt securities to fluctuate inversely with changes in
interest rates. Because the Fund will invest primarily in long-term bonds, the
Common Share net asset value and market price per share will fluctuate more in
response to changes in market interest rates than if the Fund invested
primarily in shorter-term bonds. The Fund's use of leverage, as described
below, will tend to increase Common Share interest rate risk. Market interest
rates for investment grade municipal bonds in which the Fund will primarily
invest have recently declined significantly below the recent historical average
rates for such bonds. This decline may have increased the risk that these rates
will rise in the future (which would cause the value of the Fund's net assets
to decline) and the degree to which asset values may decline in such event;
however, historical interest rate levels are not necessarily predictive of
future interest rate levels.
Credit Risk. Credit risk is the risk that one or more municipal bonds in the
Fund's portfolio will decline in price, or fail to pay interest or principal
when due, because the issuer of the bond experiences a decline in its financial
status. In general, lower-rated municipal bonds carry a greater degree of risk
that the issuer will lose its ability to make interest and principal payments,
which could have a negative impact on the Fund's net asset value or dividends.
Concentration Risk. As described above, except to the extent the Fund
invests in temporary investments, the Fund will invest substantially all of its
net assets in California municipal bonds. The Fund is therefore susceptible to
political, economic or regulatory factors affecting issuers of California
municipal bonds. The information set forth below and in the Statement of
Additional Information is derived from sources that are generally available to
investors. The information is intended to give a recent historical description
and is not intended to indicate future or continuing trends in the financial or
other positions of California. It should be noted that the creditworthiness of
obligations issued by local California issuers may be unrelated to the
creditworthiness of obligations issued by the State of California, and that
there is no obligation on the part of the State to make payment on such local
obligations in the event of default.
24
[TO COME]
25
The foregoing information constitutes only a brief summary of some of the
general factors which may impact certain issuers of municipal bonds and does
not purport to be a complete or exhaustive description of all adverse
conditions to which the issuers of municipal bonds held by the Fund are
subject. Additionally, many factors including national economic, social and
environmental policies and conditions, which are not within the control of the
issuers of the municipal bonds, could affect or could have an adverse impact on
the financial condition of the issuers. The Fund is unable to predict whether
or to what extent such factors or other factors may affect the issuers of the
municipal bonds, the market value or marketability of the municipal bonds or
the ability of the respective issuers of the municipal bonds acquired by the
Fund to pay interest on or principal of the municipal bonds. This information
has not been independently verified. See the Statement of Additional
Information for a further discussion of factors affecting municipal bonds in
California.
Municipal Bond Market Risk. Investing in the municipal bond market involves
certain risks. The amount of public information available about the municipal
bonds in the Fund's portfolio is generally less than that for corporate
equities or bonds, and the investment performance of the Fund may therefore be
more dependent on the analytical abilities of Nuveen Advisory than if the Fund
were a stock fund or taxable bond fund. The secondary market for municipal
bonds also tends to be less well-developed or liquid than many other securities
markets, which may adversely affect the Fund's ability to sell its bonds at
attractive prices or at prices approximating those at which the Fund currently
values them.
The ability of municipal issuers to make timely payments of interest and
principal may be diminished during general economic downturns and as
governmental cost burdens are reallocated among federal, state and local
governments. In addition, laws enacted in the future by Congress or state
legislatures or referenda could extend the time for payment of principal and/or
interest, or impose other constraints on enforcement of such obligations, or on
the ability of municipalities to levy taxes. Issuers of municipal securities
might seek protection under the bankruptcy laws. In the event of bankruptcy of
such an issuer, the Fund could experience delays in collecting principal and
interest and the Fund may not, in all circumstances, be able to collect all
principal and interest to which it is entitled. To enforce its rights in the
event of a default in the payment of interest or repayment of principal, or
both, the Fund may take possession of and manage the assets securing the
issuer's obligations on such securities, which may increase the Fund's
operating expenses. Any income derived from the Fund's ownership or operation
of such assets may not be tax-exempt.
Municipal Bond Insurance. In the event Moody's, S&P or Fitch (or all of
them) should downgrade its assessment of the claims-paying ability of a
particular insurer, it (or they) could also be expected to downgrade the
ratings assigned to municipal bonds insured by such insurer, and municipal
bonds insured under Portfolio Insurance issued by such insurer also would be of
reduced quality in the portfolio of the Fund. Any such downgrade could have an
adverse impact on the net asset value and market price of the Common Shares.
In addition, the Fund may be subject to certain restrictions on investments
imposed by guidelines of the insurance companies issuing Portfolio Insurance.
The Fund does not expect these guidelines to
26
prevent Nuveen Advisory from managing the Fund's portfolio in accordance with
the Fund's investment objectives and policies.
Reinvestment Risk. Reinvestment risk is the risk that income from the Fund's
bond portfolio will decline if and when the Fund invests the proceeds from
matured, traded or called bonds at market interest rates that are below the
portfolio's current earnings rate. A decline in income could affect the Common
Shares' market price or their overall returns.
Leverage Risk. Leverage risk is the risk associated with the issuance of the
MuniPreferred Shares to leverage the Common Shares. There can be no assurance
that the Fund's leveraging strategy will be successful. Once the MuniPreferred
Shares are issued, the net asset value and market value of Common Shares will
be more volatile, and the yield to Common Shareholders will tend to fluctuate
with changes in the shorter-term dividend rates on the MuniPreferred Shares.
Long-term municipal bond rates of return are typically, although not always,
higher than shorter-term municipal bond rates of return. If the dividend rate
on the MuniPreferred Shares approaches the net rate of return on the Fund's
investment portfolio, the benefit of leverage to Common Shareholders would be
reduced. If the dividend rate on the MuniPreferred Shares exceeds the net rate
of return on the Fund's portfolio, the leverage will result in a lower rate of
return to Common Shareholders than if the Fund were not leveraged. Because the
long-term bonds included in the Fund's portfolio will typically pay fixed rates
of interest while the dividend rate on the MuniPreferred Shares will be
adjusted periodically, this could occur even when both long-term and short-term
municipal rates rise. In addition, the Fund will pay (and Common Shareholders
will bear) any costs and expenses relating to the issuance and ongoing
maintenance of the MuniPreferred Shares (for example, distribution related
expenses such as the participation fee paid at what it expects will be an
annual rate of 0.25% of MuniPreferred Share liquidation preference to
broker-dealers participating in MuniPreferred Share auctions). Accordingly, the
Fund cannot assure you that the issuance of MuniPreferred Shares will result in
a higher yield or return to Common Shareholders.
Similarly, any decline in the net asset value of the Fund's investments will
be borne entirely by Common Shareholders. Therefore, if the market value of the
Fund's portfolio declines, the leverage will result in a greater decrease in
net asset value to Common Shareholders than if the Fund were not leveraged.
Such greater net asset value decrease will also tend to cause a greater decline
in the market price for the Common Shares. The Fund might be in danger of
failing to maintain the required 200% asset coverage or of losing its expected
AAA/Aaa ratings on the MuniPreferred Shares or, in an extreme case, the Fund's
current investment income might not be sufficient to meet the dividend
requirements on the MuniPreferred Shares. In order to counteract such an event,
the Fund might need to liquidate investments in order to fund a redemption of
some or all of the MuniPreferred Shares. Liquidation at times of low municipal
bond prices may result in capital loss and may reduce returns to Common
Shareholders.
While the Fund may from time to time consider reducing leverage in response
to actual or anticipated changes in interest rates in an effort to mitigate the
increased volatility of current income and net asset value associated with
leverage, there can be no assurance that the Fund will actually reduce leverage
in the future or that any reduction, if undertaken, will benefit the Common
Shareholders. Changes in the future direction of interest rates are very
difficult to predict accurately. If the Fund were to reduce leverage based on a
prediction about future changes to interest rates, and that prediction turned
out to be incorrect, the reduction in leverage would likely operate to reduce
the income and/or total returns to Common Shareholders relative to the
circumstance where the Fund had
27
not reduced leverage. The Fund may decide that this risk outweighs the
likelihood of achieving the desired reduction to volatility in income and share
price if the prediction were to turn out to be correct, and determine not to
reduce leverage as described above.
The Fund may invest in the securities of other investment companies. Such
securities may also be leveraged and will therefore be subject to the leverage
risks described above. Such additional leverage may in certain market
conditions serve to reduce the net asset value of the Fund's Common Shares and
the returns to Common Shareholders.
Inflation Risk. Inflation risk is the risk that the value of assets or
income from investment will be worth less in the future as inflation decreases
the value of money. As inflation increases, the real value of the Common Shares
and distributions can decline. In addition, during any periods of rising
inflation, MuniPreferred Share dividend rates would likely increase, which
would tend to further reduce returns to Common Shareholders.
Derivatives Risk. The Fund may utilize a variety of derivative instruments
solely for risk management purposes. As explained under "How the Fund Manages
Risk--Hedging Strategies," the Fund does not intend to use derivatives to
increase leverage or to enhance current income. These derivatives may include
such instruments as options contracts, futures contracts, options on futures
contracts, swap agreements, short sales and delayed delivery and forward
commitment transactions. Derivatives are subject to a number of risks described
elsewhere in this Prospectus, such as liquidity risk, interest rate risk,
credit risk and management risk. Derivatives also involve the risk of
mispricing or improper valuation, the risk of ambiguous documentation, and the
risk that changes in the value of a derivative may not correlate perfectly with
an underlying asset, interest rate or index. Suitable derivative transactions
may not be available in all circumstances and there can be no assurance that
the Fund will engage in these transactions to reduce exposure to other risks
when that would be beneficial.
Non-Diversification. Because the Fund is classified as "non-diversified"
under the 1940 Act it can invest a greater portion of its assets in obligations
of a single issuer. As a result, the Fund will be more susceptible than a
diversified fund to any single corporate, economic, political or regulatory
occurrence. See "The Fund's Investments." Also, the Fund's policy of generally
investing in bonds that are exempt from the federal alternative minimum tax
applicable to individuals may prevent the Fund from investing in certain kinds
of bonds and thereby limit the Fund's ability to optimally diversify its
portfolio.
Anti-Takeover Provisions. The Fund's Declaration includes provisions that
could limit the ability of other entities or persons to acquire control of the
Fund or convert the Fund to open-end status. These provisions could have the
effect of depriving the Common Shareholders of opportunities to sell their
Common Shares at a premium over the then current market price of the Common
Shares.
Certain Affiliations. Certain broker-dealers may be considered to be
affiliated persons of the Fund, Nuveen Advisory and/or Nuveen. Absent an
exemption from the Securities and Exchange Commission or other regulatory
relief, the Fund is generally precluded from effecting certain principal
transactions with affiliated brokers, and its ability to purchase securities
being underwritten by an affiliated broker or a syndicate including an
affiliated broker, or to utilize affiliated brokers for agency transactions, is
subject to restrictions. This could limit the Fund's ability to engage in
securities transactions and take advantage of market opportunities. In
addition, unless and until the underwriting syndicate is broken in connection
with the initial public offering of the Common Shares, the Fund will be
precluded from effecting principal transactions with brokers who are members of
the syndicate.
28
HOW THE FUND MANAGES RISK
Investment Limitations
The Fund has adopted certain investment limitations designed to limit
investment risk and maintain portfolio diversification. These limitations are
fundamental and may not be changed without the approval of the holders of a
"majority of the outstanding" Common Shares and, if issued, MuniPreferred
Shares voting together as a single class, and the approval of the holders of a
"majority of the outstanding" MuniPreferred Shares voting as a separate class.
When used with respect to particular shares of the Fund, a "majority of the
outstanding" shares means (i) 67% or more of the shares present at a meeting,
if the holders of more than 50% of the shares are present or represented by
proxy, or (ii) more than 50% of the shares, whichever is less. Among other
restrictions, the Fund may not invest more than 25% of total Fund assets in
securities of issuers in any one industry, except that this limitation does not
apply to municipal bonds backed by the assets and revenues of governments or
political subdivisions of governments.
The Fund may become subject to guidelines which are more limiting than the
investment restriction set forth above in order to obtain and maintain ratings
from Moody's or S&P on the MuniPreferred Shares that it intends to issue. The
Fund does not anticipate that such guidelines would have a material adverse
effect on the Fund's Common Shareholders or the Fund's ability to achieve its
investment objectives. See "Investment Objectives" in the Statement of
Additional Information for information about these guidelines and a complete
list of the fundamental and non-fundamental investment policies of the Fund.
The Fund seeks to reduce credit risk by buying bonds that are either covered
by insurance or backed by an escrow or trust account, each with the purpose of
ensuring timely payment of principal and interest. However, these municipal
bonds remain subject to market risk.
Limited Issuance of MuniPreferred Shares
Under the 1940 Act, the Fund could issue MuniPreferred Shares having a total
liquidation value (original purchase price of the shares being liquidated plus
any accrued and unpaid dividends) of up to one-half of the value of the asset
coverage of the Fund. If the total liquidation value of the MuniPreferred
Shares was ever more than one-half of the value of the Fund's asset coverage,
the Fund would not be able to declare dividends on the Common Shares until the
liquidation value, as a percentage of the Fund's assets, was reduced. The Fund
intends to issue MuniPreferred Shares representing about 35% of the Fund's
total capital immediately after the time of issuance. This higher than required
margin of net asset value provides a cushion against later fluctuations in the
value of the Fund's portfolio and will subject Common Shareholders to less
income and net asset value volatility than if the Fund were more leveraged. The
Fund intends to purchase or redeem MuniPreferred Shares, if necessary, to keep
the liquidation value of the MuniPreferred Shares below one-half of the value
of the Fund's asset coverage.
Management of Investment Portfolio and Capital Structure to Limit Leverage Risk
The Fund may take certain actions if short-term interest rates increase or
market conditions otherwise change (or the Fund anticipates such an increase or
change) and the Fund's leverage begins (or is expected) to adversely affect
Common Shareholders. In order to attempt to offset such a negative
29
impact of leverage on Common Shareholders, the Fund may shorten the average
maturity of its investment portfolio (by investing in short-term, high quality
securities) or may extend the maturity of outstanding MuniPreferred Shares. The
Fund may also attempt to reduce the leverage by redeeming or otherwise
purchasing MuniPreferred Shares. As explained above under "Risks--Leverage
Risk," the success of any such attempt to limit leverage risk depends on Nuveen
Advisory's ability to accurately predict interest rate or other market changes.
Because of the difficulty of making such predictions, the Fund may never
attempt to manage its capital structure in the manner described above.
If market conditions suggest that additional leverage would be beneficial,
the Fund may sell previously unissued MuniPreferred Shares or MuniPreferred
Shares that the Fund previously issued but later repurchased.
Currently, the Fund may not invest in inverse floating rate securities,
which are securities that pay interest at rates that vary inversely with
changes in prevailing short-term tax-exempt interest rates and which represent
a leveraged investment in an underlying municipal bond. This restriction is a
non-fundamental policy of the Fund that may be changed by vote of the Fund's
Board of Trustees.
Hedging Strategies
The Fund may use various investment strategies designed to limit the risk of
bond price fluctuations and to preserve capital. These hedging strategies
include using financial futures contracts, options on financial futures or
options based on either an index of long-term municipal securities or on
taxable debt securities whose prices, in the opinion of Nuveen Advisory,
correlate with the prices of the Fund's investments. The Fund does not intend
to use derivatives to increase leverage or to enhance current income.
Successful implementation of most hedging strategies would generate taxable
income.
MANAGEMENT OF THE FUND
Trustees and Officers
The Board of Trustees is responsible for the management of the Fund,
including supervision of the duties performed by Nuveen Advisory. The names and
business addresses of the trustees and officers of the Fund and their principal
occupations and other affiliations during the past five years are set forth
under "Management of the Fund" in the Statement of Additional Information.
Investment Adviser
Nuveen Advisory, 333 West Wacker Drive, Chicago, Illinois 60606, serves as
the investment adviser to the Fund. In this capacity, Nuveen Advisory is
responsible for the selection and on-going monitoring of the municipal bonds in
the Fund's investment portfolio, managing the Fund's business affairs and
providing certain clerical, bookkeeping and administrative services. Nuveen
Advisory serves as investment adviser to investment portfolios with more than
$ billion in assets under management as of , 2003. See the
Statement of Additional Information under "Investment Adviser."
Nuveen Advisory is responsible for execution of specific investment
strategies and day-to-day investment operations. Nuveen Advisory manages the
Fund using a team of analysts and portfolio
30
managers that focus on a specific group of funds. William M. Fitzgerald and
Scott Romans are co-portfolio managers of the Fund and will provide daily
oversight for, and execution of, the Fund's investment activities.
Mr. Fitzgerald has been a Managing Director of Nuveen Advisory since 2000.
Prior to that time, he was a Vice President of Nuveen Advisory. Mr. Fitzgerald
has been a portfolio manager for Nuveen Advisory since 1990 and currently
manages investments for 14 Nuveen-sponsored investment companies. Mr. Romans
has been an Assistant Vice President of Nuveen Advisory since January 2003.
Prior to that he served as Senior Analyst covering the higher education sector
since June 2000. Mr. Romans attended the University of Chicago beginning in
1991 and received his Ph.D. in theology in December 2000.
Nuveen Advisory is a wholly owned subsidiary of Nuveen Investments, Inc.,
333 West Wacker Drive, Chicago, Illinois 60606. Founded in 1898, Nuveen
Investments, Inc. and its affiliates had approximately $ billion of assets
under management as of , 2003. Nuveen Investments, Inc. is a
majority-owned subsidiary of The St. Paul Companies, Inc., a publicly-traded
company which is principally engaged in providing property-liability insurance
through subsidiaries.
Investment Management Agreement
Pursuant to an investment management agreement between Nuveen Advisory and
the Fund, the Fund has agreed to pay for the services and facilities provided
by Nuveen Advisory an annual management fee, payable on a monthly basis,
according to the following schedule:
Management
Average Daily Managed Assets Fee
---------------------------- ----------
Up to $125 million......................................... .6500%
$125 million to $250 million............................... .6375%
$250 million to $500 million............................... .6250%
$500 million to $1 billion................................. .6125%
$1 billion to $2 billion................................... .6000%
$2 billion and over........................................ .5750%
If the Fund utilizes leverage through the issuance of MuniPreferred Shares
in an amount equal to 35% of the Fund's total assets (including the amount
obtained from leverage), the management fee calculated as a percentage of net
assets attributable to Common Shares would be as follows:
Management
Net Assets Attributable to Common Shares Fee
---------------------------------------- ----------
Up to $125 million......................................... 1.0000%
$125 million to $250 million............................... .9808%
$250 million to $500 million............................... .9615%
$500 million to $1 billion................................. .9423%
$1 billion to $2 billion................................... .9231%
$2 billion and over........................................ .8846%
In addition to the fee of Nuveen Advisory, the Fund pays all other costs and
expenses of its operations, including compensation of its trustees (other than
those affiliated with Nuveen Advisory), custodian, transfer agency and dividend
disbursing expenses, legal fees, expenses of independent auditors, expenses of
repurchasing shares, expenses of issuing any MuniPreferred Shares, expenses of
preparing, printing and distributing shareholder reports, notices, proxy
statements and reports to governmental agencies, and taxes, if any.
31
For the first eight full years of the Fund's operation, Nuveen Advisory has
contractually agreed to reimburse the Fund for fees and expenses in the
amounts, and for the time periods, set forth below:
Percentage Percentage
Reimbursed Reimbursed
(as a percentage (as a percentage
Year Ending of Managed Year Ending of Managed
, Assets) , Assets)
------------- ---------------- ------------- ----------------
2003/(1)/.. .32% 2008......... .32%
2004..... .32% 2009......... .24%
2005..... .32% 2010......... .16%
2006..... .32% 2011......... .08%
2007..... .32%
--------
(1)From the commencement of operations.
Nuveen Advisory has not agreed to reimburse the Fund for any portion of its
fees and expenses beyond , 2011.
NET ASSET VALUE
The Fund's net asset value per share is determined as of the close of
regular session trading (normally 4:00 p.m. eastern time) on each day the New
York Stock Exchange is open for business. Net asset value is calculated by
taking the fair value of the Fund's total assets, including interest or
dividends accrued but not yet collected, less all liabilities, and dividing by
the total number of shares outstanding. The result, rounded to the nearest
cent, is the net asset value per share.
In determining net asset value, expenses are accrued and applied daily and
securities and other assets for which market quotations are available are
valued at market value. The prices of municipal bonds are provided by a pricing
service and based on the mean between the bid and asked price. When price
quotes are not readily available (which is usually the case for municipal
bonds), the pricing service establishes a fair market value based on prices of
comparable municipal bonds. All valuations are subject to review by the Fund's
Board of Trustees or its delegate, Nuveen Advisory.
DISTRIBUTIONS
Commencing with the first dividend, the Fund intends to make regular monthly
cash distributions to Common Shareholders at a level rate (stated in terms of a
fixed cents per Common Share dividend rate) that reflects the past and
projected performance of the Fund. Distributions can only be made from net
investment income after paying any accrued dividends to MuniPreferred
shareholders. The Fund's ability to maintain a level dividend rate will depend
on a number of factors, including dividends payable on the MuniPreferred
Shares. The net income of the Fund consists of all interest income accrued on
portfolio assets less all expenses of the Fund. Expenses of the Fund are
accrued each day. Over time, all the net investment income of the Fund will be
distributed. At least annually, the Fund also intends to distribute net capital
gain and ordinary taxable income, if any, after paying any accrued dividends or
making any liquidation payments to MuniPreferred shareholders. Initial
distributions to Common Shareholders are expected to be declared approximately
45 days, and paid approximately 60 to 90 days, from the completion of this
offering, depending on market conditions. Although it does not now intend
32
to do so, the Board of Trustees may change the Fund's dividend policy and the
amount or timing of the distributions, based on a number of factors, including
the amount of the Fund's undistributed net investment income and historical and
projected investment income and the amount of the expenses and dividend rates
on the outstanding MuniPreferred Shares.
To permit the Fund to maintain a more stable monthly distribution, the Fund
will initially distribute less than the entire amount of net investment income
earned in a particular period. The undistributed net investment income would be
available to supplement future distributions. As a result, the distributions
paid by the Fund for any particular monthly period may be more or less than the
amount of net investment income actually earned by the Fund during the period.
Undistributed net investment income will be added to the Fund's net asset value
and, correspondingly, distributions from undistributed net investment income
will be deducted from the Fund's net asset value.
33
DIVIDEND REINVESTMENT PLAN
You may elect to have all dividends, including any capital gain dividends,
on your Common Shares automatically reinvested by the Plan Agent in additional
Common Shares under the Dividend Reinvestment Plan (the "Plan"). You may elect
to participate in the Plan by completing the Dividend Reinvestment Plan
Application Form. If you do not participate, you will receive all distributions
in cash paid by check mailed directly to you by State Street Bank and Trust
Company as dividend paying agent.
If you decide to participate in the Plan, the number of Common Shares you
will receive will be determined as follows:
(1) If Common Shares are trading at or above net asset value at the time
of valuation, the Fund will issue new shares at the then current market
price; or
(2) If Common Shares are trading below net asset value at the time of
valuation, the Plan Agent will receive the dividend or distribution in cash
and will purchase Common Shares in the open market, on the
or elsewhere, for the participants' accounts. It is
possible that the market price for the Common Shares may increase before the
Plan Agent has completed its purchases. Therefore, the average purchase
price per share paid by the Plan Agent may exceed the market price at the
time of valuation, resulting in the purchase of fewer shares than if the
dividend or distribution had been paid in Common Shares issued by the Fund.
The Plan Agent will use all dividends and distributions received in cash to
purchase Common Shares in the open market within 30 days of the valuation
date. Interest will not be paid on any uninvested cash payments.
You may withdraw from the Plan at any time by giving written notice to the
Plan Agent. If you withdraw or the Plan is terminated, you will receive a
certificate for each whole share in your account under the Plan and you will
receive a cash payment for any fraction of a share in your account. If you
wish, the Plan Agent will sell your shares and send you the proceeds, minus
brokerage commissions and a $2.50 service fee.
The Plan Agent maintains all shareholders' accounts in the Plan and gives
written confirmation of all transactions in the accounts, including information
you may need for tax records. Common Shares in your account will be held by the
Plan Agent in non-certificated form. Any proxy you receive will include all
Common Shares you have received under the Plan.
There is no brokerage charge for reinvestment of your dividends or
distributions in Common Shares. However, all participants will pay a pro rata
share of brokerage commissions incurred by the Plan Agent when it makes open
market purchases.
Automatically reinvesting dividends and distributions does not mean that you
do not have to pay income taxes due upon receiving dividends and distributions.
The Fund reserves the right to amend or terminate the Plan if in the
judgment of the Board of Trustees the change is warranted. There is no direct
service charge to participants in the Plan; however, the Fund reserves the
right to amend the Plan to include a service charge payable by the
participants. Additional information about the Plan may be obtained from State
Street Bank and Trust Company, Attn: Equiserve Nuveen Investments,
P.O. Box 43071, Providence, Rhode Island 02940-3071, (800) 257-8787.
34
DESCRIPTION OF SHARES
Common Shares
The Declaration authorizes the issuance of an unlimited number of Common
Shares. The Common Shares being offered have a par value of $0.01 per share
and, subject to the rights of holders of MuniPreferred Shares, if issued, have
equal rights to the payment of dividends and the distribution of assets upon
liquidation. The Common Shares being offered will, when issued, be fully paid
and, subject to matters discussed in "Certain Provisions in the Declaration of
Trust," non-assessable, and will have no pre-emptive or conversion rights or
rights to cumulative voting. Whenever MuniPreferred Shares are outstanding,
Common Shareholders will not be entitled to receive any cash distributions from
the Fund unless all accrued dividends on MuniPreferred Shares have been paid,
and unless asset coverage (as defined in the 1940 Act) with respect to
MuniPreferred Shares would be at least 200% after giving effect to the
distributions. See "--MuniPreferred Shares" below.
The Common Shares have been approved for listing on the
, subject to notice of issuance. The Fund intends to hold
annual meetings of shareholders so long as the Common Shares are listed on a
national securities exchange and such meetings are required as a condition to
such listing.
The Fund's net asset value per share generally increases when interest rates
decline, and decreases when interest rates rise, and these changes are likely
to be greater because the Fund intends to have a leveraged capital structure.
Net asset value will be reduced immediately following the offering by the
amount of the sales load and offering expenses paid by the Fund. Nuveen has
agreed to pay (i) all organizational expenses and (ii) offering costs (other
than sales load) that exceed $0.03 per Common Share. See "Use of Proceeds."
Unlike open-end funds, closed-end funds like the Fund do not continuously
offer shares and do not provide daily redemptions. Rather, if a shareholder
determines to buy additional Common Shares or sell shares already held, the
shareholder may conveniently do so by trading on the exchange through a broker
or otherwise. Shares of closed-end investment companies may frequently trade on
an exchange at prices lower than net asset value. Shares of closed-end
investment companies like the Fund that invest predominately in investment
grade municipal bonds have during some periods traded at prices higher than net
asset value and have during other periods traded at prices lower than net asset
value. Because the market value of the Common Shares may be influenced by such
factors as dividend levels (which are in turn affected by expenses), call
protection, dividend stability, portfolio credit quality, net asset value,
relative demand for and supply of such shares in the market, general market and
economic conditions, and other factors beyond the control of the Fund, the Fund
cannot assure you that Common Shares will trade at a price equal to or higher
than net asset value in the future. The Common Shares are designed primarily
for long-term investors, and investors in the Common Shares should not view the
Fund as a vehicle for trading purposes. See "MuniPreferred Shares and Leverage"
and the Statement of Additional Information under "Repurchase of Fund Shares;
Conversion to Open-End Fund."
MuniPreferred Shares
The Declaration authorizes the issuance of an unlimited number of
MuniPreferred Shares in one or more classes or series, with rights as
determined by the Board of Trustees, by action of the Board of Trustees without
the approval of the Common Shareholders.
35
The Fund's Board of Trustees has indicated its intention to authorize an
offering of MuniPreferred Shares (representing approximately 35% of the Fund's
capital immediately after the time the MuniPreferred Shares are issued)
approximately one to three months after completion of the offering of Common
Shares. The Board has determined that the MuniPreferred Shares, at least
initially, would pay cumulative dividends at rates determined weekly by
providing for the periodic redetermination of the dividend rate through an
auction or remarketing procedure. The Board of Trustees has indicated that the
preference on distribution, liquidation preference, voting rights and
redemption provisions of the MuniPreferred Shares will be as stated below.
Limited Issuance of MuniPreferred Shares. Under the 1940 Act, the Fund could
issue MuniPreferred Shares with an aggregate liquidation value of up to
one-half of the value of the Fund's total net assets, measured immediately
after issuance of the MuniPreferred Shares. "Liquidation value" means the
original purchase price of the shares being liquidated plus any accrued and
unpaid dividends. In addition, the Fund is not permitted to declare any cash
dividend or other distribution on its Common Shares unless the liquidation
value of the MuniPreferred Shares is less than one-half of the value of the
Fund's total net assets (determined after deducting the amount of such dividend
or distribution) immediately after the distribution. If the Fund sells all the
Common Shares and MuniPreferred Shares discussed in this Prospectus, the
liquidation value of the MuniPreferred Shares is expected to be approximately
35% of the value of the Fund's total net assets. The Fund intends to purchase
or redeem MuniPreferred Shares, if necessary, to keep that fraction below
one-half.
Distribution Preference. The MuniPreferred Shares have complete priority
over the Common Shares as to distribution of assets.
Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Fund, holders of
MuniPreferred Shares will be entitled to receive a preferential liquidating
distribution (expected to equal the original purchase price per share plus
accumulated and unpaid dividends thereon, whether or not earned or declared)
before any distribution of assets is made to Common Shareholders.
Voting Rights. MuniPreferred Shares are required to be voting shares and to
have equal voting rights with Common Shares. Except as otherwise indicated in
this Prospectus or the Statement of Additional Information and except as
otherwise required by applicable law, holders of MuniPreferred Shares will vote
together with Common Shareholders as a single class.
Holders of MuniPreferred Shares, voting as a separate class, will be
entitled to elect two of the Fund's trustees (following the establishment of
the Fund by an initial trustee, the Declaration provides for a total of no less
than two and no more than twelve trustees). The remaining trustees will be
elected by Common Shareholders and holders of MuniPreferred Shares, voting
together as a single class. In the unlikely event that two full years of
accrued dividends are unpaid on the MuniPreferred Shares, the holders of all
outstanding MuniPreferred Shares, voting as a separate class, will be entitled
to elect a majority of the Fund's trustees until all dividends in arrears have
been paid or declared and set apart for payment. Under the 1940 Act, in order
for the Fund to take certain actions or enter into certain transactions (i.e.,
convert to an open-end investment company or effect a reorganization adversely
affecting the MuniPreferred Shares), a separate class vote of holders of
MuniPreferred Shares will be required, in addition to the single class vote of
the holders of MuniPreferred Shares and Common Shares. See the Statement of
Additional Information under "Description of Shares--MuniPreferred
Shares--Voting Rights."
36
Redemption, Purchase and Sale of MuniPreferred Shares. The terms of the
MuniPreferred Shares provide that they may be redeemed by the issuer at certain
times, in whole or in part, at the original purchase price per share plus
accumulated dividends. Any redemption or purchase of MuniPreferred Shares by
the Fund will reduce the leverage applicable to Common Shares, while any
issuance of shares by the Fund will increase such leverage. See "MuniPreferred
Shares and Leverage."
The discussion above describes the Board of Trustees' present intention with
respect to an offering of MuniPreferred Shares. The terms of the MuniPreferred
Shares may be the same as, or different from, the terms described above,
subject to applicable law and the Fund's Declaration.
CERTAIN PROVISIONS IN THE DECLARATION OF TRUST
Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Fund. However, the
Declaration contains an express disclaimer of shareholder liability for debts
or obligations of the Fund and requires that notice of such limited liability
be given in each agreement, obligation or instrument entered into or executed
by the Fund or the trustees. The Declaration further provides for
indemnification out of the assets and property of the Fund for all loss and
expense of any shareholder held personally liable for the obligations of the
Fund. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund would be
unable to meet its obligations. The Fund believes that the likelihood of such
circumstances is remote.
The Declaration includes provisions that could limit the ability of other
entities or persons to acquire control of the Fund or to convert the Fund to
open-end status. Specifically, the Declaration requires a vote by holders of at
least two-thirds of the Common Shares and MuniPreferred Shares, voting together
as a single class, except as described below, to authorize (1) a conversion of
the Fund from a closed-end to an open-end investment company, (2) a merger or
consolidation of the Fund, or a series or class of the Fund, with any
corporation, association, trust or other organization or a reorganization or
recapitalization of the Fund, or a series or class of the Fund, (3) a sale,
lease or transfer of all or substantially all of the Fund's assets (other than
in the regular course of the Fund's investment activities), (4) in certain
circumstances, a termination of the Fund, or a series or class of the Fund, or
(5) a removal of trustees by shareholders, and then only for cause, unless,
with respect to (1) through (4), such transaction has already been authorized
by the affirmative vote of two-thirds of the total number of trustees fixed in
accordance with the Declaration or the By-laws, in which case the affirmative
vote of the holders of at least a majority of the Fund's Common Shares and
MuniPreferred Shares outstanding at the time, voting together as a single
class, is required, provided, however, that where only a particular class or
series is affected (or, in the case of removing a trustee, when the trustee has
been elected by only one class), only the required vote by the applicable class
or series will be required. Approval of shareholders is not required, however,
for any transaction, whether deemed a merger, consolidation, reorganization or
otherwise whereby the Fund issues Shares in connection with the acquisition of
assets (including those subject to liabilities) from any other investment
company or similar entity. In the case of the conversion of the Fund to an
open-end investment company, or in the case of any of the foregoing
transactions constituting a plan of reorganization which adversely affects the
holders of MuniPreferred Shares, the action in question will also require the
affirmative vote of the holders of at least two-thirds of the Fund's
MuniPreferred Shares outstanding at the time, voting as a separate class, or,
if such action has been authorized by the affirmative vote of two-thirds of the
total
37
number of trustees fixed in accordance with the Declaration or the By-laws, the
affirmative vote of the holders of at least a majority of the Fund's
MuniPreferred Shares outstanding at the time, voting as a separate class. None
of the foregoing provisions may be amended except by the vote of at least
two-thirds of the Common Shares and MuniPreferred Shares, voting together as a
single class. The votes required to approve the conversion of the Fund from a
closed-end to an open-end investment company or to approve transactions
constituting a plan of reorganization which adversely affects the holders of
MuniPreferred Shares are higher than those required by the 1940 Act. The Board
of Trustees believes that the provisions of the Declaration relating to such
higher votes are in the best interest of the Fund and its shareholders. See the
Statement of Additional Information under "Certain Provisions in the
Declaration of Trust."
The provisions of the Declaration described above could have the effect of
depriving the Common Shareholders of opportunities to sell their Common Shares
at a premium over the then current market price of the Common Shares by
discouraging a third party from seeking to obtain control of the Fund in a
tender offer or similar transaction. The overall effect of these provisions is
to render more difficult the accomplishment of a merger or the assumption of
control by a third party. They provide, however, the advantage of potentially
requiring persons seeking control of the Fund to negotiate with its management
regarding the price to be paid and facilitating the continuity of the Fund's
investment objectives and policies. The Board of Trustees of the Fund has
considered the foregoing anti-takeover provisions and concluded that they are
in the best interests of the Fund and its Common Shareholders.
Reference should be made to the Declaration on file with the Securities and
Exchange Commission for the full text of these provisions.
REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND
The Fund is a closed-end investment company and as such its shareholders
will not have the right to cause the Fund to redeem their shares. Instead, the
Common Shares will trade in the open market at a price that will be a function
of several factors, including dividend levels (which are in turn affected by
expenses), net asset value, call protection, dividend stability, portfolio
credit quality, relative demand for and supply of such shares in the market,
general market and economic conditions and other factors. Because shares of
closed-end investment companies may frequently trade at prices lower than net
asset value, the Fund's Board of Trustees has currently determined that, at
least annually, it will consider action that might be taken to reduce or
eliminate any material discount from net asset value in respect of Common
Shares, which may include the repurchase of such shares in the open market or
in private transactions, the making of a tender offer for such shares at net
asset value, or the conversion of the Fund to an open-end investment company.
The Fund cannot assure you that its Board of Trustees will decide to take any
of these actions, or that share repurchases or tender offers will actually
reduce market discount.
If the Fund converted to an open-end investment company, it would be
required to redeem all MuniPreferred Shares then outstanding (requiring in turn
that it liquidate a portion of its investment portfolio), and the Common Shares
would no longer be listed on the . In contrast to a
closed-end investment company, shareholders of an open-end investment company
may require the company to redeem their shares at any time (except in certain
circumstances as authorized by or under the 1940 Act) at their net asset value,
less any redemption charge that is in effect at the time
38
of redemption. See the Statement of Additional Information under "Certain
Provisions in the Declaration of Trust" for a discussion of the voting
requirements applicable to the conversion of the Fund to an open-end investment
company.
Before deciding whether to take any action if the Common Shares trade below
net asset value, the Board would consider all relevant factors, including the
extent and duration of the discount, the liquidity of the Fund's portfolio, the
impact of any action that might be taken on the Fund or its shareholders, and
market considerations. Based on these considerations, even if the Fund's shares
should trade at a discount, the Board of Trustees may determine that, in the
interest of the Fund and its shareholders, no action should be taken. See the
Statement of Additional Information under "Repurchase of Fund Shares;
Conversion to Open-End Fund" for a further discussion of possible action to
reduce or eliminate such discount to net asset value.
TAX MATTERS
Federal Income Tax Matters
The following discussion of federal income tax matters is based on the
advice of Bell, Boyd & Lloyd LLC, special counsel to the Fund.
The discussions below and in the Statement of Additional Information provide
general tax information related to an investment in the Common Shares. Because
tax laws are complex and often change, you should consult your tax advisor
about the tax consequences of an investment in the Fund.
The Fund intends to elect to be treated and 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.
The Fund primarily invests in municipal bonds from issuers located in
California or in municipal bonds whose income is otherwise exempt from regular
federal income tax, the alternative minimum tax applicable to individuals and
California income tax. Thus, substantially all of the Fund's dividends to you
will qualify as "exempt-interest dividends." A shareholder treats an
exempt-interest dividend as interest on state and local bonds exempt from
federal income tax. Different federal alternative minimum tax rules apply to
individuals and to corporations.
Although the Fund does not seek to realize taxable income or capital gains,
the Fund may realize and distribute taxable income or capital gains from time
to time as a result of the Fund's normal investment activities. The Fund will
distribute at least annually any ordinary taxable income or net capital gain.
Distributions of net short-term capital gain are taxable as ordinary income.
Distributions of net capital gain (the excess of net long-term capital gain
over net short-term capital loss) are taxable as long-term capital gains
regardless of how long you have owned your Common Shares. The Fund will
allocate dividends with respect to a taxable year to shareholders that are
treated as exempt-interest dividends and as long-term capital gain and ordinary
income, if any, among the Common Shares and MuniPreferred Shares in proportion
to total dividends paid to each class for such taxable year. As long as the
Fund qualifies as a regulated investment company, distributions paid by the
Fund generally will not be eligible for the dividends received deduction
allowed to corporations.
39
Each year, you will receive a year-end statement that describes the tax
status of dividends paid to you during the preceding year, including the source
of investment income by state and the portion of income that is subject to the
federal alternative minimum tax. You will receive this statement from the firm
where you purchased your Common Shares if you hold your investment in street
name; the Fund will send you this statement if you hold your shares in
registered form.
The tax status of your dividends is not affected by whether you reinvest
your dividends or receive them in cash.
In order to avoid corporate taxation of its earnings and to pay
exempt-interest dividends, the Fund must meet certain Internal Revenue Service
("I.R.S.") requirements that govern the Fund's sources of income,
diversification of assets and distribution of earnings to shareholders. The
Fund intends to meet these requirements. If the Fund failed to do so, the Fund
would be required to pay corporate taxes on its earnings and all your dividends
would be taxable as ordinary income to the extent of the Fund's earnings and
profits. In particular, in order for the Fund to pay exempt-interest dividends,
at least 50% of the value of the Fund's total assets must consist of tax-exempt
obligations at the close of each quarter of its taxable year. The Fund intends
to meet this requirement. If the Fund failed to do so, it would not be able to
pay exempt-interest dividends and your dividends attributable to interest
received by the Fund from any source would be taxable as ordinary income.
The sale or other disposition of Common Shares will generally result in
capital gain or loss to you if you hold such Common Shares as capital assets.
Present law taxes both long-term and short-term capital gains of corporations
at the rates applicable to ordinary income. For non-corporate taxpayers,
however, long-term capital gains are eligible for reduced rates of taxation.
The Fund may be required to withhold a percentage of certain of your
dividends if you have not provided the Fund with your correct taxpayer
identification number (for individuals, normally your Social Security number)
and certain certifications, or if you are otherwise subject to backup
withholding. The backup withholding percentage will be 30% in 2003, 29% in 2004
and 2005, and 28% thereafter until 2011, when the percentage will revert to 31%
unless amended by Congress. If you receive Social Security benefits, you should
be aware that exempt-interest dividends are taken into account in calculating
the amount of these benefits that may be subject to federal income tax. If you
borrow money to buy Fund shares, you may not deduct the interest on that loan.
Under I.R.S. rules, Fund shares may be treated as having been bought with
borrowed money even if the purchase of the Fund shares cannot be traced
directly to borrowed money.
The Bush Administration has announced a proposal to reduce or eliminate
taxes on dividends; however, many details of the proposal (including how the
proposal would apply to dividends paid by a regulated investment company) have
not been specified. Prospects for this, or any other dividend tax reduction or
elimination proposal, are unclear. There is no guarantee any proposal will
become law. Accordingly, it is not possible to evaluate how this, or any other,
proposal might affect the taxation of dividends to the Fund's shareholders.
California Tax Matters
The following is based upon the advice of ,
special California counsel to the Fund.
40
The Fund's regular monthly dividends will not be subject to California
personal income taxes to the extent they are paid out of income earned on
obligations that, when held by individuals, pay interest that is exempt from
taxation by California under California law (e.g., obligations of California
and its political subdivisions) or federal law, so long as at the close of each
quarter of the Fund's taxable year at least 50 percent of the value of the
Fund's total assets consist of such obligations. The portion of the Fund's
monthly dividends that is attributable to income other than as described in the
preceding sentence will be subject to the California income tax. The Fund
expects to earn no or only a minimal
amount of such non-exempt income. You will be subject to California personal
income taxes to the extent the Fund distributes any taxable income or realized
capital gains, or if you sell or exchange Common Shares and realize a capital
gain on the transaction.
Shareholders are advised to consult with their own tax advisors for more
detailed information concerning California tax matters. Please refer to the
Statement of Additional Information for more detailed information.
41
UNDERWRITING
Subject to the terms and conditions stated in 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
Common Shares set forth opposite the name of such Underwriter.
Number of
Underwriters Shares
------------ ---------
Nuveen Investments, LLC...............................................
Total..............................................................
=========
The underwriting agreement provides that the obligations of the several
Underwriters to purchase the Common Shares included in this offering are
subject to approval of certain legal matters by counsel and to certain other
conditions. The Underwriters are obligated to purchase all the Common Shares
(other than those covered by the over-allotment option described below) if they
purchase any of the Common Shares. The representatives described below have
advised the Fund that the Underwriters do not intend to confirm any sales to
any accounts over which they exercise discretionary authority.
The Underwriters, for whom Nuveen Investments, LLC, and
are acting as representatives, propose to offer
some of the Common Shares directly to the public at the public offering price
set forth on the cover page of this Prospectus and some of the Common Shares to
certain dealers at the public offering price less a concession not in excess of
$0.45 per Common Share. The sales load the Fund will pay of $0.675 per share is
equal to 4.5% of the initial offering price. The Underwriters may allow, and
such dealers may reallow, a concession not in excess of $0.10 per Common Share
on sales to certain other dealers. If all of the Common Shares are not sold at
the initial offering price, the representatives may change the public offering
price and other selling terms. Investors must pay for any Common Shares
purchased on or before , 2003. In connection with this offering,
Nuveen may perform clearing services without charge for brokers and dealers for
whom it regularly provides clearing services that are participating in the
offering as members of the selling group.
The Fund has granted to the Underwriters an option, exercisable for 45 days
from the date of this Prospectus, to purchase up to additional
Common Shares at the public offering price less the sales load. The
Underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, in connection with this offering. To the extent such
option is exercised, each Underwriter will be obligated, subject to certain
conditions, to purchase a number of additional Common Shares approximately
proportionate to such Underwriter's initial purchase commitment.
The Fund and Nuveen Advisory have agreed that, for a period of 180 days from
the date of this Prospectus, they will not, without the prior written consent
of , on behalf of the Underwriters, dispose of or
hedge any Common Shares or any securities convertible into or exchangeable for
Common Shares. in its sole discretion may release
any of the securities subject to these agreements at any time without notice.
Prior to the offering, there has been no public market for the Common
Shares. Consequently, the initial public offering price for the Common Shares
was determined by negotiation among the Fund,
42
Nuveen Advisory and the representatives. There can be no assurance, however,
that the price at which the Common Shares will sell in the public market after
this offering will not be lower than the price at which they are sold by the
Underwriters or that an active trading market in the Common Shares will develop
and continue after this offering. The Common Shares have been approved for
listing on the , subject to official notice of
issuance.
The Fund and Nuveen Advisory have each agreed to indemnify the several
Underwriters or contribute to losses arising out of certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
Nuveen has agreed to pay (i) all organizational expenses and (ii) offering
costs (other than sales load) that exceed $0.03 per share.
In addition, the Fund has agreed to reimburse the Underwriters for certain
expenses incurred by the Underwriters in the offering.
Certain Underwriters participating in the Common Share offering may be
invited, some period of time after completion of this offering, to participate
in the offering of the MuniPreferred Shares and will receive compensation for
their participation in that MuniPreferred Share offering. The number of Common
Shares purchased by each Underwriter in this offering may be a factor in
determining (i) whether that Underwriter is selected to participate in the
offering of the MuniPreferred Shares, (ii) the number of MuniPreferred Shares
allocated to that Underwriter in that offering, and (iii) the amount of certain
additional MuniPreferred Share underwriting compensation available to that
Underwriter. The offering costs associated with the issuance of MuniPreferred
Shares are currently estimated to be approximately % of the total amount of
the MuniPreferred Share offering. These costs will effectively be borne by the
Common Shareholders.
In connection with the requirements for listing the Fund's Common Shares on
the , the Underwriters have undertaken to sell lots of 100
or more Common Shares to a minimum of beneficial owners in the United
States. The minimum investment requirement is 100 Common Shares.
Certain Underwriters may make a market in the Common Shares after trading in
the Common Shares has commenced on the . No
Underwriter is, however, obligated to conduct market-making activities and any
such activities may be discontinued at any time without notice, at the sole
discretion of the Underwriter. No assurance can be given as to the liquidity
of, or the trading market for, the Common Shares as a result of any
market-making activities undertaken by any Underwriter. This Prospectus is to
be used by any Underwriter in connection with the offering and, during the
period in which a prospectus must be delivered, with offers and sales of the
Common Shares in market-making transactions in the over-the-counter market at
negotiated prices related to prevailing market prices at the time of the sale.
The Underwriters have advised the Fund that, pursuant to Regulation M under
the Securities Exchange Act of 1934, as amended, certain persons participating
in the offering may engage in transactions, including stabilizing bids,
covering transactions or the imposition of penalty bids, which may have the
effect of stabilizing or maintaining the market price of the Common Shares on
the at a level above that which might otherwise
prevail in the open market. A
43
"stabilizing bid" is a bid for or purchase of the Common Shares on behalf of an
Underwriter for the purpose of fixing or maintaining the price of the Common
Shares. A "covering transaction" is a bid for or purchase of the Common Shares
on behalf of an Underwriter to reduce a short position incurred by the
Underwriters in connection with the offering. A "penalty bid" is a contractual
arrangement whereby if, during a specified period after the issuance of the
Common Shares, the Underwriters purchase Common Shares in the open market for
the account of the underwriting syndicate and the Common Shares purchased can
be traced to a particular Underwriter or member of the selling group, the
underwriting syndicate may require the Underwriter or selling group member in
question to purchase the Common Shares in question at the cost price to the
syndicate or may recover from (or decline to pay to) the Underwriter or selling
group member in question any or all compensation (including, with respect to a
representative, the applicable syndicate management fee) applicable to the
Common Shares in question. As a result, an Underwriter or selling group member
and, in turn, brokers may lose the fees that they otherwise would have earned
from a sale of the Common Shares if their customer resells the Common Shares
while the penalty bid is in effect. The Underwriters are not required to engage
in any of these activities, and any such activities, if commenced, may be
discontinued at any time.
The underwriting agreement provides that it may be terminated in the
absolute discretion of the representatives without liability on the part of the
Underwriters to the Fund or Nuveen Advisory if, prior to the delivery of and
payment for the Common Shares, (i) trading in the Fund's Common Shares shall
have been suspended by the Securities and Exchange Commission or the
or trading in securities generally on the New York
Stock Exchange or the American Stock Exchange shall have been suspended or
limited or minimum prices for trading in securities generally shall have been
established on either of such Exchanges, (ii) a commercial banking moratorium
shall have been declared by either federal or New York state authorities or
(iii) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war, or other
calamity or crisis the effect of which on financial markets in the United
States is such as to make it, in the sole judgment of the representatives,
impracticable or inadvisable to proceed with the offering or delivery of the
Common Shares as contemplated by the Prospectus (exclusive of any supplement
thereto).
The Fund anticipates that from time to time certain of the Underwriters may
act as brokers or dealers in connection with the execution of the Fund's
portfolio transactions after they have ceased to be Underwriters and, subject
to certain restrictions, may act as brokers while they are Underwriters.
Prior to the public offering of Common Shares, Nuveen Advisory purchased
Common Shares from the Fund in an amount satisfying the net worth requirements
of Section 14(a) of the 1940 Act. As of the date of this Prospectus, Nuveen
Advisory owned 100% of the Fund's outstanding Common Shares. Nuveen Advisory
may be deemed to control the Fund until such time as it owns less than 25% of
the outstanding Common Shares, which is expected to occur as of the completion
of the offering of Common Shares.
Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606, one of the
representatives of the Underwriters, is an affiliate of Nuveen Advisory.
The principal business address of is
.
44
CUSTODIAN AND TRANSFER AGENT
The custodian of the assets of the Fund is State Street Bank and Trust
Company, One Federal Street, Boston, Massachusetts 02110. The Custodian
performs custodial, fund accounting and portfolio accounting services. The
Fund's transfer, shareholder services and dividend paying agent is also State
Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110.
LEGAL OPINIONS
Certain legal matters in connection with the Common Shares will be passed
upon for the Fund by Bell, Boyd & Lloyd LLC, Chicago, Illinois, and for the
Underwriters by . Bell, Boyd & Lloyd LLC and
may rely as to certain matters of Massachusetts law on the
opinion of Bingham McCutchen LLP, Boston, Massachusetts.
45
TABLE OF CONTENTS FOR THE
STATEMENT OF ADDITIONAL INFORMATION
Page
----
Use of Proceeds.................................................. 3
Investment Objectives............................................ 5
Investment Policies and Techniques............................... 10
Other Investment Policies and Techniques......................... 18
Management of the Fund........................................... 21
Investment Adviser............................................... 27
Portfolio Transactions........................................... 28
Distributions.................................................... 29
Description of Shares............................................ 30
Certain Provisions in the Declaration of Trust................... 33
Repurchase of Fund Shares; Conversion to Open-End Fund........... 34
Tax Matters...................................................... 37
Experts.......................................................... 41
Custodian........................................................ 41
Additional Information........................................... 41
Report of Independent Auditors................................... 43
Financial Statements............................................. 44
Appendices
Appendix A--Ratings of Investments............................ A-1
Appendix B--Taxable Equivalent Yield Tables................... B-1
Appendix C--Description of Insurers........................... C-1
Appendix D--Hedging Strategies and Risks...................... D-1
Appendix E--Factors Pertaining to California.................. E-1
Appendix F--Performance Related and Comparative Information... F-1
46
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shares
Nuveen Insured California Tax-Free Advantage Municipal Fund 2
Common Shares
--------
PROSPECTUS
, 2003
--------
Nuveen Investments
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FRH-CA-203
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
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED _____________, 2003
Nuveen Insured California Tax-Free Advantage Municipal Fund 2
STATEMENT OF ADDITIONAL INFORMATION
Nuveen Insured California Tax-Free Advantage Municipal Fund 2 (the "Fund")
is a newly organized, non-diversified closed-end management investment company.
This Statement of Additional Information relating to common shares of the
Fund ("Common Shares") does not constitute a prospectus, but should be read in
conjunction with the Fund's Prospectus relating thereto dated _____________,
2003 (the "Prospectus"). This Statement of Additional Information does not
include all information that a prospective investor should consider before
purchasing Common Shares. Investors should obtain and read the Fund's Prospectus
prior to purchasing such shares. A copy of the Fund's Prospectus may be obtained
without charge by calling (800) 257-8787. You may also obtain a copy of the
Fund's Prospectus on the Securities and Exchange Commission's web site
(http://www.sec.gov). Capitalized terms used but not defined in this Statement
of Additional Information have the meanings ascribed to them in the Prospectus.
1
TABLE OF CONTENTS
Page
--------
Use of Proceeds 3
Investment Objectives 5
Investment Policies and Techniques 10
Other Investment Policies and Techniques 18
Management of the Fund 21
Investment Adviser 27
Portfolio Transactions 28
Distributions 29
Description of Shares 30
Certain Provisions in the Declaration of Trust 33
Repurchase of Fund Shares; Conversion to Open-End Fund 34
Tax Matters 37
Experts 41
Custodian 41
Additional Information 41
Report of Independent Auditors 43
Financial Statements 44
Ratings of Investments (Appendix A) A-1
Taxable Equivalent Yield Tables (Appendix B) B-1
Description of Insurers (Appendix C) C-1
Hedging Strategies and Risks (Appendix D) D-1
Factors Pertaining to California (Appendix E) E-1
Performance Related and Comparative Information (Appendix F) F-1
This Statement of Additional Information is dated __________________, 2003
2
USE OF PROCEEDS
The net proceeds of the offering of Common Shares of the Fund will be
approximately: $__________ ($__________ if the Underwriters exercise the
over-allotment option in full) after payment of organization and offering costs.
3
For the Fund, Nuveen has agreed to pay (i) all organizational expenses and
(ii) offering costs (other than sales load) that exceed $0.03 per Common Share.
Pending investment in municipal bonds that meet the Fund's investment
objectives and policies, the net proceeds of the offering will be invested in
high quality, short-term tax-exempt money market securities or in high quality
municipal bonds with relatively low volatility (such as pre-refunded and
intermediate-term bonds), to the extent such securities are available. If
necessary to invest fully the net proceeds of the offering immediately, the Fund
may also purchase, as temporary investments, short-term taxable investments of
the type described under "Investment Policies and Techniques--Investment in
Municipal Bonds--Portfolio Investments," the income on which is subject to
regular federal and California income taxes, and securities of other open or
closed-end investment companies that invest primarily in municipal bonds of the
type in which the Fund may invest directly.
4
INVESTMENT OBJECTIVES
The Fund's investment objectives are to provide current income exempt from
regular federal income tax, the alternative minimum tax applicable to
individuals and California income tax, and to enhance portfolio value relative
to the municipal bond market by investing in tax-exempt municipal bonds that the
Fund's investment adviser believes are underrated or undervalued or that
represent municipal market sectors that are undervalued.
5
The Fund's investment in underrated or undervalued municipal bonds will be
based on Nuveen Advisory's belief that their yield is higher than that available
on bonds bearing equivalent levels of interest rate risk, credit risk and other
forms of risk, and that their prices will ultimately rise (relative to the
market) to reflect their true value. The Fund attempts to increase its portfolio
value relative to the municipal bond market by prudent selection of municipal
bonds regardless of the direction the market may move. There can be no assurance
that the Fund's attempt to increase its portfolio value relative to the
municipal bond market will succeed. To the extent that it does succeed, however,
such success would increase the amount of net capital gains or reduce the
amount of net capital losses that the Fund would otherwise have realized. While
this incremental increase in net realized capital gains due to successful value
investing, if any, is expected to be modest over time, it would tend to result
in the distribution, over time, of a modestly greater amount of taxable capital
gains to Common Shareholders.
6
The Fund's investment objectives are fundamental policies of the Fund.
Under normal circumstances, the Fund will invest at least 80% of its
Managed Assets in a portfolio of municipal bonds that:
. pay interest that is exempt from regular federal and California
income taxes and from the federal alternative minimum tax applicable
to individuals; and
. are covered by insurance guaranteeing the timely payment of principal
and interest thereon.
This insurance does not protect the market value of portfolio holdings or the
net asset value of the Fund.
With respect to its entire portfolio, the Fund will invest only in bonds
and other eligible investments, whether or not insured, that at the time of
investment are investment grade quality. Under normal circumstances, the Fund
(i) expects to be fully invested (at least 95% of its assets) in municipal bonds
that are exempt from regular federal and California income taxes and (ii) will
not invest in AMT Bonds.
After the completion of the offering through , 2004 (the
"Invest-up Period"), the Fund may invest in municipal bonds that pay interest
that is exempt from regular federal income tax and the alternative minimum tax
applicable to individuals but not from California income tax ("Out of State
Bonds"), provided that no more than 10% of the Fund's investment income during
that time may be derived from investments in Out of State Bonds. It is a
fundamental policy of the Fund that its investments in municipal bonds the
interest on which is not taxable under regular federal income tax, the
alternative minimum income tax applicable to individuals and California income
tax will, under normal circumstances, comprise at least 80% of the Fund's
Managed Assets. The Fund will notify shareholders at least 60 days prior to any
change in its policy to invest 80% of its Managed Assets in bonds that are
covered by insurance guaranteeing the timely payment of principal and interest
thereon.
The Fund may at all times invest up to 20% of its Managed Assets in (i)
uninsured municipal bonds that are backed by an escrow or trust account
containing sufficient U.S. Government or U.S. Government agency securities to
ensure timely payment of principal and interest, or (ii) other municipal bonds
that at the time of investment are investment grade quality. Investment grade
quality bonds are bonds rated by all NRSROs that rate the bond within the four
highest grades (Baa or BBB or better by Moody's, S&P or Fitch), or bonds that
are unrated but judged to be of comparable quality by Nuveen Advisory.
Investment Restrictions
Except as described below, the Fund, as a fundamental policy, may not,
without the approval of the holders of a majority of the outstanding Common
Shares and, if issued, MuniPreferred Shares (as hereinafter defined) voting
together as a single class, and of the holders of a majority of the outstanding
MuniPreferred Shares voting as a separate class:
(1) Under normal circumstances, invest less than 80% of the Fund's net
assets (plus any borrowings for investment purposes) in investments the
income from which is exempt from regular federal income tax, the
alternative minimum tax applicable to individuals and California
income tax;
(2) Issue senior securities, as defined in the Investment Company Act
of 1940, other than MuniPreferred Shares, except to the extent permitted
under the Investment Company Act of 1940 and except as otherwise described
in the Prospectus;
(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 the Fund's total assets (including the
amount borrowed) less the Fund's liabilities (other than borrowings);
(4) Act as underwriter of another issuer's securities, except to the
extent that the Fund may be deemed to be an underwriter within the meaning
of the Securities Act of 1933 in connection with the purchase and sale of
portfolio securities;
(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 bonds other than those municipal bonds backed only by
the assets and revenues of non-governmental users;
7
(6) Purchase or sell real estate, but this shall not prevent the Fund
from investing in municipal bonds secured by real estate or interests
therein or foreclosing upon and selling such security;
(7) Purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent
the Fund from purchasing or selling options, futures contracts, derivative
instruments or from investing in securities or other instruments backed by
physical commodities);
(8) Make loans, other than by entering into repurchase agreements and
through the purchase of municipal bonds or short-term investments in
accordance with its investment objectives, policies and limitations; and
(9) Purchase any securities (other than obligations issued or
guaranteed by the United States Government or by its agencies or
instrumentalities), if as a result more than 5% of the Fund's total assets
would then be invested in securities of a single issuer or if as a result
the Fund would hold more than 10% of the outstanding voting securities of
any single issuer; provided that, with respect to 50% of the Fund's assets,
the Fund may invest up to 25% of its assets in the securities of any one
issuer.
For purposes of the foregoing and "Description of Shares--MuniPreferred
Shares--Voting Rights" below, "majority of the outstanding," when used with
respect to particular shares of the Fund, means (i) 67% or more of the shares
present at a meeting, if the holders of more than 50% of the shares are present
or represented by proxy, or (ii) more than 50% of the shares, whichever is
less.
For the purpose of applying the limitation set forth in subparagraph (9)
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 issuer, 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 issuer, then such non-governmental issuer would be deemed
to be the sole issuer. Where a security is also backed by the enforceable
obligation of a superior or unrelated governmental or other entity (other than a
bond insurer), it shall also be included in the computation of securities owned
that are issued by such governmental or other entity. Where a security is
guaranteed by a governmental entity or some other facility, such as a bank
guarantee or letter of credit, such a guarantee or letter of credit would be
considered a separate security and would be treated as an issue of such
government, other entity or bank. When a municipal bond is insured by bond
insurance, it shall not be considered a security that is issued or guaranteed by
the insurer; instead, the issuer of such municipal bond will be determined in
accordance with the principles set forth above. The foregoing restrictions do
not limit the percentage of the Fund's assets that may be invested in municipal
bonds insured by any given insurer.
Under the Investment Company Act of 1940, the Fund may invest only up to
10% of its Managed Assets in the aggregate in shares of other investment
companies and only up to 5% of its Managed Assets in any one investment company,
provided the investment does not represent more than 3% of the voting stock of
the acquired investment company at the time such shares are purchased. As a
stockholder in any investment company, the Fund will bear its ratable share of
8
that investment company's expenses, and will remain subject to payment of the
Fund's management, advisory and administrative fees with respect to assets so
invested. Holders of Common Shares would therefore be subject to duplicative
expenses to the extent the Fund invests in other investment companies. In
addition, the securities of other investment companies may also be leveraged and
will therefore be subject to the same leverage risks described herein. As
described in the Prospectus in the section entitled "Risks", the net asset value
and market value of leveraged shares will be more volatile and the yield to
shareholders will tend to fluctuate more than the yield generated by unleveraged
shares.
In addition to the foregoing fundamental investment policies, the Fund is
also subject to the following non-fundamental restrictions and policies, which
may be changed by the Board of Trustees. The Fund may not:
(1) Sell securities short, unless the Fund owns or has the right to
obtain securities equivalent in kind and amount to the securities sold at
no added cost, and provided that transactions in options, futures
contracts, options on futures contracts, or other derivative instruments
are not deemed to constitute selling securities short.
(2) Purchase securities of open-end or closed-end investment companies
except in compliance with the Investment Company Act of 1940 or any
exemptive relief obtained thereunder.
(3) Enter into futures contracts or related options or forward
contracts, if more than 30% of the Fund's net assets would be represented
by futures contracts or more than 5% of the Fund's net assets would be
committed to initial margin deposits and premiums on futures contracts and
related options.
(4) Purchase securities when borrowings exceed 5% of its total assets
if and so long as MuniPreferred Shares are outstanding.
(5) Purchase securities of companies for the purpose of exercising
control, except that the Fund may invest up to 5% of its net assets in
taxable tax-exempt or fixed-income or equity securities for the purpose of
acquiring control of an issuer whose municipal bonds (a) the Fund already
owns and (b) have deteriorated or are expected shortly to deteriorate
significantly in credit quality, provided Nuveen Advisory determines that
such investment should enable the Fund to better maximize the value of its
existing investment in such issuer.
(6) Invest in inverse floating rate securities (which are securities
that pay interest at rates that vary inversely with changes in prevailing
short-term tax-exempt interest rates and which represent a leveraged
investment in an underlying municipal bond).
The restrictions and other limitations set forth above will apply only at
the time of purchase of securities and will not be considered violated unless an
excess or deficiency occurs or exists immediately after and as a result of an
acquisition of securities.
The Fund intends to apply for ratings for its preferred shares (called
"MuniPreferred Shares" herein) from Moody's and/or S&P. In order to obtain and
maintain the required ratings, the Fund may be required to comply with
investment quality, diversification and other guidelines established by Moody's
or S&P. Such guidelines will likely be more restrictive than the restrictions
set forth above. The Fund does not anticipate that such guidelines would have a
material
9
adverse effect on its Common Shareholders or its ability to achieve its
investment objectives. The Fund presently anticipates that any MuniPreferred
Shares that it intends to issue would be initially given the highest ratings by
Moody's ("Aaa") or by S&P ("AAA"), but no assurance can be given that such
ratings will be obtained. No minimum rating is required for the issuance of
MuniPreferred Shares by the Fund. Moody's and S&P receive fees in connection
with their ratings issuances.
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Fund's
investment objectives, policies, and techniques that are described in the Fund's
Prospectus.
Investment in Municipal Bonds
Portfolio Investments
Under normal circumstances, the Fund will invest at least 80% of its
Managed Assets in a portfolio of municipal bonds that (i) pay interest that is
exempt from regular federal and California income taxes and from the federal
alternative minimum tax applicable to individuals and (ii) are covered by
insurance guaranteeing the timely payment of principal and interest thereon.
This insurance does not protect the market value of portfolio holdings or the
net asset value of the Fund.
During the Invest-up Period, the Fund may invest in Out of State Bonds,
provided that no more than 10% of the Fund's investment income during that time
may be derived from Out of State Bonds.
The Fund may at all times invest up to 20% of its Managed Assets in (i)
uninsured municipal bonds that are backed by an escrow or trust account
containing sufficient U.S. Government or U.S. Government agency securities to
ensure timely payment of principal and interest, or (ii) other municipal bonds
that at the time of investment are investment grade quality. Investment grade
quality bonds are bonds rated by all NRSROs that rate the bond within the four
highest grades (Baa or BBB or better by Moody's, S&P or Fitch), or bonds that
are unrated but judged to be of comparable quality by Nuveen Advisory.
With respect to its entire portfolio, the Fund will invest only in bonds
and other eligible investments, whether or not insured, that at the time of
investment are investment grade quality. Under normal circumstances, and except
for the temporary investments described below, the Fund (i) expects to be fully
invested (at least 95% of its assets) in municipal bonds that pay interest that
is exempt from regular federal and California income taxes and (ii) will not
invest in AMT Bonds.
10
Municipal bonds rated Baa or BBB are considered "investment grade"
securities; municipal bonds rated Baa are considered medium grade obligations
which lack outstanding investment characteristics and have speculative
characteristics, while municipal bonds rated BBB are regarded as having adequate
capacity to pay principal and interest. Municipal bonds rated AAA in which the
Fund may invest may have been so rated on the basis of the existence of
insurance guaranteeing the timely payment, when due, of all principal and
interest.
A general description of Moody's, S&P's and Fitch's ratings of municipal
bonds is set forth in Appendix A hereto. The ratings of Moody's, S&P and Fitch
represent their opinions as to the quality of the municipal bonds they rate. It
should be emphasized, however, that ratings are general and are not absolute
standards of quality. Consequently, municipal bonds with the same maturity,
coupon and rating may have different yields while obligations of the same
maturity and coupon with different ratings may have the same yield.
Each insured municipal bond that the Fund holds will either be (1) covered
by an insurance policy applicable to a specific security and obtained by the
issuer of the security or a third party at the time of original issuance
("Original Issue Insurance"), (2) covered by an insurance policy applicable to a
specific security and obtained by the Fund and/or a third party subsequent to
the time of original issuance ("Secondary Market Insurance"), or (3) covered by
a master municipal insurance policy purchased by the Fund ("Portfolio
Insurance"). The Fund, as non-fundamental policies that can be changed by the
Board of Trustees, (A) will only buy Portfolio Insurance from insurers whose
claims-paying ability Moody's rates "Aaa" or S&P or Fitch rates "AAA", and (B)
will maintain at least 80% of its total net assets in municipal bonds covered by
insurance from insurers with a claims-paying ability rated, at the time of the
bond's purchase, "Aaa" by Moody's or "AAA" by S&P or Fitch.
Information about the primary municipal bond insurers with whom the Fund
intends to maintain specific insurance policies for particular municipal bonds
or policies of Portfolio Insurance is set forth in Appendix C hereto.
The Fund may at all times invest up to 20% of its Managed Assets in
uninsured municipal bonds that are entitled to the benefit of an escrow or trust
account that contains securities issued or guaranteed by the U.S. Government or
U.S. Government agencies, backed by the full faith and credit of the United
States, and sufficient in amount to ensure the payment of interest and principal
on the original interest payment and maturity dates ("collateralized
obligations"). These collateralized obligations generally will not be insured
and will include, but are not limited to municipal bonds that have been (1)
advance refunded where the proceeds of the refunding have been used to buy U.S.
Government or U.S. Government agency securities that are placed in escrow and
whose interest or maturing principal payments, or both, are sufficient to cover
the remaining scheduled debt service on that municipal bond; or (2) issued under
state or local housing finance programs that use the issuance proceeds to fund
mortgages that are then exchanged for U.S. Government or U.S. Government agency
securities and deposited with a trustee as security for those municipal bonds.
These collateralized obligations are normally regarded as having the credit
characteristics of the underlying U.S. Government or U.S. Government agency
securities.
11
The Fund will primarily invest in municipal bonds with long-term maturities
in order to maintain a weighted average maturity of 15-30 years, but the average
weighted maturity of obligations held by the Fund may be shortened, depending on
market conditions. As a result, the Fund's portfolio at any given time may
include both long-term and intermediate-term municipal bonds. Moreover, during
temporary defensive periods (e.g., times when, in Nuveen Advisory's opinion,
temporary imbalances of supply and demand or other temporary dislocations in the
tax-exempt bond market adversely affect the price at which long-term or
intermediate-term municipal bonds are available), and in order to keep the
Fund's cash fully invested, including the period during which the net proceeds
of the offering are being invested, the Fund may invest up to 100% of its
Managed Assets in short-term investments including high quality, short-term
securities that may be either tax-exempt or taxable and up to 10% of its Managed
Assets in securities of other open or closed-end investment companies that
invest primarily in municipal bonds of the type in which the Fund may invest
directly. The Fund intends to invest in taxable short-term investments only in
the event that suitable tax-exempt short-term investments are not available at
reasonable prices and yields. Tax-exempt short-term investments include various
obligations issued by state and local governmental issuers, such as tax-exempt
notes (bond anticipation notes, tax anticipation notes and revenue anticipation
notes or other such municipal bonds maturing in three years or less from the
date of issuance) and municipal commercial paper. The Fund will invest only in
taxable short-term investments which are U.S. Government securities or
securities rated within the highest grade by Moody's, S&P or Fitch, and which
mature within one year from the date of purchase or carry a variable or floating
rate of interest. See Appendix A for a general description of Moody's, S&P's and
Fitch's ratings of securities in such categories. Taxable short-term investments
of the Fund may include certificates of deposit issued by U.S. banks with assets
of at least $1 billion, or commercial paper or corporate notes, bonds or
debentures with a remaining maturity of one year or less, or repurchase
agreements. See "Other Investment Policies and Techniques--Repurchase
Agreements." To the extent the Fund invests
12
in taxable investments, the Fund will not at such times be in a position to
achieve its investment objective of tax-exempt income.
The foregoing policies as to ratings of portfolio investments will apply
only at the time of the purchase of a security, and the Fund will not be
required to dispose of securities in the event Moody's, S&P or Fitch downgrades
its assessment of the credit characteristics of a particular issuer.
Nuveen Advisory seeks to enhance portfolio value relative to the municipal
bond market by investing in tax-exempt municipal bonds that it believes are
underrated or undervalued or that represent municipal market sectors that are
undervalued. Underrated municipal bonds are those whose ratings do not, in
Nuveen Advisory's opinion, reflect their true creditworthiness. Undervalued
municipal bonds are bonds that, in Nuveen Advisory's opinion, are worth more
than the value assigned to them in the marketplace. Nuveen Advisory may at times
believe that bonds associated with a particular municipal market sector (for
example, electric utilities), or issued by a particular municipal issuer, are
undervalued. Nuveen Advisory may purchase such a bond for the Fund's portfolio
because it represents a market sector or issuer that Nuveen Advisory considers
undervalued, even if the value of the particular bond is consistent with the
value of similar bonds. Municipal bonds of particular types or purposes (e.g.,
hospital bonds, industrial revenue bonds or bonds issued by a particular
municipal issuer) may be undervalued because there is a temporary excess of
supply in that market sector, or because of a general decline in the market
price of municipal bonds of the market sector for reasons that do not apply to
the particular municipal bonds that are considered undervalued. The Fund's
investment in underrated or undervalued municipal bonds will be based on Nuveen
Advisory's belief that their yield is higher than that available on bonds
bearing equivalent levels of interest rate risk, credit risk and other forms of
risk, and that their prices will ultimately rise (relative to the market) to
reflect their true value.
Likewise, the Fund may deviate from its normal investment policies and
invest up to 5% of its Managed Assets in tax-exempt or taxable fixed-income or
equity securities of an issuer of municipal bonds that the Fund already owns for
the purpose of acquiring control of that issuer when Nuveen Advisory determines
that such investment should enable the Fund to better maximize the value of its
existing investment.
Also included within the general category of municipal bonds described in
the Fund's Prospectus are participations in lease obligations or installment
purchase contract obligations (hereinafter collectively called "Municipal Lease
Obligations") of municipal authorities or entities. Although a Municipal Lease
Obligation does not constitute a general obligation of the municipality for
which the municipality's taxing power is pledged, a Municipal Lease Obligation
is ordinarily backed by the municipality's covenant to budget for, appropriate
and make the payments due under the Municipal Lease Obligation. However, certain
Municipal Lease Obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or installment purchase
payments in future years unless money is appropriated for such purpose on a
yearly basis. In the case of a "non-appropriation" lease, the Fund's ability to
recover under the lease in the event of non-appropriation or default will be
limited solely to the repossession of the leased property, without recourse to
the general credit of the lessee, and disposition or releasing of the property
might prove difficult. In order to reduce this risk, the Fund will only
13
purchase Municipal Lease Obligations where Nuveen Advisory believes the issuer
has a strong incentive to continue making appropriations until maturity.
Obligations of issuers of municipal bonds are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of
creditors, such as the Bankruptcy Reform Act of 1978. In addition, the
obligations of such issuers may become subject to the laws enacted in the future
by Congress, state legislatures or referenda extending the time for payment of
principal or interest, or both, or imposing other constraints upon enforcement
of such obligations or upon municipalities to levy taxes. There is also the
possibility that, as a result of legislation or other conditions, the power or
ability of any issuer to pay, when due, the principal of and interest on its
municipal bonds may be materially affected.
The Fund will generally select obligations which may not be redeemed at the
option of the issuer for approximately seven to nine years.
Additional Information on Municipal Bond Insurance
Original Issue Insurance. If interest or principal on a municipal bond is
due, but the issuer fails to pay it, the insurer will make payments in the
amount due to the fiscal agent no later than one business day after the insurer
has been notified of the issuer's nonpayment. The fiscal agent will pay the
amount due to the Fund after the fiscal agent receives evidence of the Fund's
right to receive payment of the principal and/or interest, and evidence that all
of the rights of payment due shall thereupon vest in the insurer. When the
insurer pays the Fund the payment due from the issuer, the insurer will succeed
to the Fund's rights to that payment.
Portfolio Insurance. Each portfolio insurance policy will be noncancellable
and will remain in effect so long as the Fund is in existence, the Fund
continues to own the municipal bonds covered by the policy, and the Fund pays
the premiums for the policy. Each insurer generally will reserve the right at
any time upon 90 days' written notice to the Fund to refuse to insure any
additional bonds the Fund buys after the effective date of the notice. The
Fund's Board of Trustees will generally reserve the right to terminate each
policy upon seven day's written notice to an insurer if it determines that the
cost of the policy is not reasonable in relation to the value of the insurance
to the Fund.
14
Short-Term Investments
Short-Term Taxable Fixed Income Securities
For temporary defensive purposes or to keep cash on hand fully invested,
the Fund may invest up to 100% of its Managed Assets in cash equivalents and
short- term taxable fixed-income securities, although the Fund intends to invest
in taxable short-term investments only in the event that suitable tax-exempt
short- term investments are not available at reasonable prices and yields.
Short-term taxable fixed income investments are defined to include, without
limitation, the following:
(1) U.S. government securities, including bills, notes and bonds
differing as to maturity and rates of interest that are either issued or
guaranteed by the U.S. Treasury or by U.S. government agencies or
instrumentalities. U.S. government agency securities include securities
issued by (a) the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, and the Government National Mortgage Association, whose
securities are supported by the full faith and credit of the United States;
(b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right of
the agency to borrow from the U.S. Treasury; (c) the Federal National
Mortgage Association, whose securities are supported by the discretionary
authority of the U.S. government to purchase certain obligations of the
agency or instrumentality; and (d) the Student Loan Marketing Association,
whose securities are supported only by its credit. While the U.S.
government provides financial support to such U.S. government-sponsored
agencies or instrumentalities, no assurance can be given that it always
will do so since it is not so obligated by law. The U.S. government, its
agencies, and instrumentalities do not guarantee the market value of their
securities. Consequently, the value of such securities may fluctuate.
(2) Certificates of Deposit issued against funds deposited in a bank
or a savings and loan association. Such certificates are for a definite
period of time, earn a specified rate of return, and are normally
negotiable. The issuer of a certificate of deposit agrees to pay the amount
deposited plus interest to the bearer of the certificate on the date
specified thereon. Under current FDIC regulations, the maximum insurance
payable as to any one certificate of deposit is $100,000; therefore,
certificates of deposit purchased by the Fund may not be fully insured.
(3) Repurchase agreements, which involve purchases of debt
securities. At the time the Fund purchases securities pursuant to a
repurchase agreement, it simultaneously agrees to resell and redeliver such
securities to the seller, who also simultaneously agrees to buy back the
securities at a fixed price and time. This assures a predetermined yield
for the Fund during its holding period, since the resale price is always
greater than the purchase price and reflects an agreed-upon market rate.
Such actions afford an opportunity for the Fund to invest
15
temporarily available cash. The Fund may enter into repurchase agreements
only with respect to obligations of the U.S. government, its agencies or
instrumentalities; certificates of deposit; or bankers' acceptances in
which the Fund may invest. Repurchase agreements may be considered loans to
the seller, collateralized by the underlying securities. The risk to the
Fund is limited to the ability of the seller to pay the agreed-upon sum on
the repurchase date; in the event of default, the repurchase agreement
provides that the Fund is entitled to sell the underlying collateral. If
the seller defaults under a repurchase agreement when the value of the
underlying collateral is less than the repurchase price, the Fund could
incur a loss of both principal and interest. The investment adviser
monitors the value of the collateral at the time the action is entered into
and at all times during the term of the repurchase agreement. The Fund's
investment adviser does so in an effort to determine that the value of the
collateral always equals or exceeds the agreed-upon repurchase price to be
paid to the Fund. If the seller were to be subject to a federal bankruptcy
proceeding, the ability of the Fund to liquidate the collateral could be
delayed or impaired because of certain provisions of the bankruptcy laws.
(4) Commercial paper, which consists of short-term unsecured
promissory notes, including variable rate master demand notes issued by
corporations to finance their current operations. Master demand notes are
direct lending arrangements between the Fund and a corporation. There is no
secondary market for such notes. However, they are redeemable by the Fund
at any time. Nuveen Advisory will consider the financial condition of the
corporation (e.g., earning power, cash flow, and other liquidity measures)
and will continuously monitor the corporation's ability to meet all of its
financial obligations, because the Fund's liquidity might be impaired if
the corporation were unable to pay principal and interest on demand.
Investments in commercial paper will be limited to commercial paper rated
in the highest categories by a major rating agency and which mature within
one year of the date of purchase or carry a variable or floating rate of
interest.
Short-Term Tax-Exempt Fixed Income Securities
Short-term tax-exempt fixed-income securities are securities that are
exempt from regular federal income tax and mature within three years or less
from the date of issuance. Short-term tax-exempt fixed income securities are
defined to include, without limitation, the following:
Bond Anticipation Notes ("BANs") are usually general obligations of state
and local governmental issuers which are sold to obtain interim financing for
projects that will eventually be funded through the sale of long-term debt
obligations or bonds. The ability of an issuer to meet its obligations on its
BANs is primarily dependent on the issuer's access to the long-term municipal
bond market and the likelihood that the proceeds of such bond sales will be used
to pay the principal and interest on the BANs.
16
Tax Anticipation Notes ("TANs") are issued by state and local governments
to finance the current operations of such governments. Repayment is generally to
be derived from specific future tax revenues. TANs are usually general
obligations of the issuer. A weakness in an issuer's capacity to raise taxes due
to, among other things, a decline in its tax base or a rise in delinquencies,
could adversely affect the issuer's ability to meet its obligations on
outstanding TANs.
Revenue Anticipation Notes ("RANs") are issued by governments or
governmental bodies with the expectation that future revenues from a designated
source will be used to repay the notes. In general, they also constitute general
obligations of the issuer. A decline in the receipt of projected revenues, such
as anticipated revenues from another level of government, could adversely affect
an issuer's ability to meet its obligations on outstanding RANs. In addition,
the possibility that the revenues would, when received, be used to meet other
obligations could affect the ability of the issuer to pay the principal and
interest on RANs.
Construction Loan Notes are issued to provide construction financing for
specific projects. Frequently, these notes are redeemed with funds obtained from
the Federal Housing Administration.
Bank Notes are notes issued by local government bodies and agencies, such
as those described above to commercial banks as evidence of borrowings. The
purposes for which the notes are issued are varied but they are frequently
issued to meet short-term working capital or capital-project needs. These notes
may have risks similar to the risks associated with TANs and RANs.
Tax-Exempt Commercial Paper ("Municipal Paper") represents very short-term
unsecured, negotiable promissory notes issued by states, municipalities and
their agencies. Payment of principal and interest on issues of municipal paper
may be made from various sources, to the extent the funds are available
therefrom. Maturities of municipal paper generally will be shorter than the
maturities of TANs, BANs or RANs. There is a limited secondary market for issues
of Municipal Paper.
Certain municipal bonds may carry variable or floating rates of interest
whereby the rate of interest is not fixed but varies with changes in specified
market rates or indices, such as a bank prime rate or a tax-exempt money market
index.
While the various types of notes described above as a group represent the
major portion of the short-term tax-exempt note market, other types of notes are
available in the marketplace and the Fund may invest in such other types of
notes to the extent permitted under its investment objectives, policies and
limitations. Such notes may be issued for different purposes and may be secured
differently from those mentioned above.
Hedging Strategies
The Fund may periodically engage in hedging transactions. Hedging is a
term used for various methods of seeking to preserve portfolio capital value by
offsetting price changes in one investment through making another investment
whose price should tend to move in the opposite direction. It may be desirable
and possible in various market environments to partially hedge the portfolio
against fluctuations in market value due to interest rate fluctuations by
investment in
17
financial futures and index futures as well as related put and call options on
such instruments. Both parties entering into an index or financial futures
contract are required to post an initial deposit of 1% to 5% of the total
contract price. Typically, option holders enter into offsetting closing
transactions to enable settlement in cash rather than take delivery of the
position in the future of the underlying security. The Fund will only sell
covered futures contracts, which means that the Fund segregates assets equal to
the amount of the obligations.
These transactions present certain risks. In particular, the imperfect
correlation between price movements in the futures contract and price movements
in the securities being hedged creates the possibility that losses on the hedge
by a Fund may be greater than gains in the value of the securities in the Fund's
portfolio. In addition, futures and options markets may not be liquid in all
circumstances. As a result, in volatile markets, the Fund may not be able to
close out the transaction without incurring losses substantially greater than
the initial deposit. Finally, the potential deposit requirements in futures
contracts create an ongoing greater potential financial risk than do options
transactions, where the exposure is limited to the cost of the initial premium.
Losses due to hedging transactions will reduce yield. Net gains, if any, from
hedging and other portfolio transactions will be distributed as taxable
distributions to shareholders. The Fund will not make any investment (whether an
initial premium or deposit or a subsequent deposit) other than as necessary to
close a prior investment if, immediately after such investment, the sum of the
amount of its premiums and deposits would exceed 5% of the Fund's net assets.
The Fund will invest in these instruments only in markets believed by Nuveen
Advisory to be active and sufficiently liquid. The Fund does not intend to use
derivatives to increase leverage or to enhance current income. Successful
implementation of most hedging strategies would generate taxable income. For
further information regarding these investment strategies and risks presented
thereby, see Appendix D to this Statement of Additional Information.
Factors Pertaining to California
Factors pertaining to California are set forth in Appendix E.
OTHER INVESTMENT POLICIES AND TECHNIQUES
Illiquid Securities
The Fund may invest in illiquid securities (i.e., securities that are not
readily marketable), including, but not limited to, restricted securities
(securities the disposition of which is restricted under the federal securities
laws), securities that may be resold only pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"); and repurchase
agreements with maturities in excess of seven days.
18
Restricted securities may be sold only in privately negotiated transactions
or in a public offering with respect to which a registration statement is in
effect under the Securities Act. Where registration is required, the Fund may be
obligated to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the time the Fund
may be permitted to sell a security under an effective registration statement.
If, during such a period, adverse market conditions were to develop, the Fund
might obtain a less favorable price than that which prevailed when it decided to
sell. Illiquid securities will be priced at a fair value as determined in good
faith by the Board of Trustees or its delegate.
Portfolio Trading and Turnover Rate
Portfolio trading may be undertaken to accomplish the investment objectives
of the Fund in relation to actual and anticipated movements in interest rates.
In addition, a security may be sold and another of comparable quality purchased
at approximately the same time to take advantage of what Nuveen Advisory
believes to be a temporary price disparity between the two securities. Temporary
price disparities between two comparable securities may result from supply and
demand imbalances where, for example, a temporary oversupply of certain bonds
may cause a temporarily low price for such bonds, as compared with other bonds
of like quality and characteristics. The Fund may also engage to a limited
extent in short-term trading consistent with its investment objectives.
Securities may be sold in anticipation of a market decline (a rise in interest
rates) or purchased in anticipation of a market rise (a decline in interest
rates) and later sold, but the Fund will not engage in trading solely to
recognize a gain.
Subject to the foregoing, the Fund will attempt to achieve its investment
objectives by prudent selection of municipal bonds with a view to holding them
for investment. While there can be no assurance thereof, the Fund anticipates
that its annual portfolio turnover rate will generally not exceed 100%. However,
the rate of turnover will not be a limiting factor when the Fund deems it
desirable to sell or purchase securities. Therefore, depending upon market
conditions, the annual portfolio turnover rate of the Fund may exceed 100% in
particular years.
Other Investment Companies
The Fund may invest in securities of other open or closed-end investment
companies that invest primarily in municipal bonds of the types in which the
Fund may invest directly. The Fund generally expects to invest in other
investment companies either during periods when it has large amounts of
uninvested cash, such as the period shortly after the Fund receives the proceeds
of the offering of its Common Shares or MuniPreferred Shares, or during periods
when there is a shortage of attractive, high-yielding municipal bonds available
in the market. As a stockholder in an investment company, the Fund will bear its
ratable share of that investment company's expenses and would remain subject to
payment of the Fund's management, advisory and administrative fees with respect
to assets so invested. Common Shareholders would therefore be subject to
duplicative expenses to the extent the Fund invests in other investment
companies. Nuveen Advisory will take expenses into account when evaluating the
investment merits of an investment in the investment company relative to
available municipal bond investments. In addition, the securities of other
investment companies may also be leveraged and will therefore be subject to the
same leverage risks described herein. As described in the Fund's Prospectus in
the section entitled "Risks," the net asset value and market value of leveraged
shares will be more
19
volatile and the yield to shareholders will tend to fluctuate more than the
yield generated by unleveraged shares.
When-Issued and Delayed Delivery Transactions
The Fund may buy and sell municipal bonds on a when-issued or delayed
delivery basis, making payment or taking delivery at a later date, normally
within 15-45 days of the trade date. 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, the Fund is required
under rules of the Commission to maintain in a separate account liquid assets,
consisting of cash, cash equivalents or liquid securities having a market value
at all times of at least equal to the amount of the commitment. Income generated
by any such assets which provide taxable income for federal income tax purposes
is includable in the taxable income of the Fund. The Fund may enter into
contracts to purchase municipal bonds on a forward basis (i.e., where settlement
will occur more than 60 days from the date of the transaction) only to the
extent that the Fund specifically collateralizes such obligations with a
security that is expected to be called or mature within sixty days before or
after the settlement date of the forward transaction. The commitment to purchase
securities on a when-issued, delayed delivery or forward basis may involve an
element of risk because no interest accrues on the bonds prior to settlement and
at the time of delivery the market value may be less than cost.
Miscellaneous Investments
The Fund may invest up to 5% of its Managed Assets in tax-exempt or taxable
fixed-income or equity securities for the purpose of acquiring control of an
issuer whose municipal bonds (a) the Fund already owns and (b) have deteriorated
or are expected shortly to deteriorate significantly in credit quality, provided
Nuveen Advisory determines that such investment should enable the Fund to better
maximize its existing investment in such issuer. Investment in such securities
would result in a portion of your dividend being subject to regular federal and
California income taxes or the alternative minimum tax applicable to
individuals.
Repurchase Agreements
As temporary investments, the Fund may invest in repurchase agreements. A
repurchase agreement is a contractual agreement whereby the seller of securities
(U.S. Government securities or municipal bonds) agrees to repurchase the same
security at a specified price on a future date agreed upon by the parties. The
agreed-upon repurchase price determines the yield during the Fund's holding
period. Repurchase agreements are considered to be loans collateralized by the
underlying security that is the subject of the repurchase contract. Income
generated from transactions in repurchase agreements will be taxable. See "Tax
Matters" for information relating to the allocation of taxable income between
Common Shares and MuniPreferred Shares, if any. The Fund will only enter into
repurchase agreements with registered securities dealers or domestic banks that,
in the opinion of Nuveen Advisory, present minimal credit risk. The risk to the
Fund is limited to the ability of the issuer to pay the agreed-upon repurchase
price on the delivery date; however, although the value of the underlying
collateral at the time the transaction is entered into always equals or exceeds
the agreed-upon repurchase price, if the value of the collateral declines there
is a risk of loss of both principal and interest. In the event of default, the
collateral may be sold but the Fund might incur a loss if the value of the
collateral declines, and might incur disposition costs or experience delays in
connection with liquidating the collateral. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the security,
realization upon the collateral by the Fund may be delayed or limited. Nuveen
Advisory will monitor the value of the collateral at the time the transaction is
entered into and at all times subsequent during the term of the repurchase
agreement in an effort to determine that such value always equals or exceeds the
agreed-upon repurchase price. In the event the value of the collateral declines
below the repurchase price, Nuveen Advisory will
20
demand additional collateral from the issuer to increase the value of the
collateral to at least that of the repurchase price, including interest.
Zero Coupon Bonds
The Fund may invest in zero coupon bonds. A zero coupon bond is a bond that
does not pay interest for its entire life. When held to its maturity, its return
comes from the difference between the purchase price and its maturity value. The
market prices of zero coupon bonds are affected to a greater extent by changes
in prevailing levels of interest rates and thereby tend to be more volatile in
price than securities that pay interest periodically and may be more speculative
than such securities. In addition, because the Fund accrues income with respect
to these securities prior to the receipt of such interest, it may have to
dispose of portfolio securities under disadvantageous circumstances in order to
obtain cash needed to pay income dividends in amounts necessary to avoid
unfavorable tax consequences.
MANAGEMENT OF THE FUND
Trustees and Officers
The management of the Fund, including general supervision of the duties
performed for the Fund under the management agreement between Nuveen Advisory
and the Fund, is the responsibility of the Board of Trustees of the Fund. The
number of trustees of the Fund is currently set at seven. None of the trustees
who are not "interested" persons of the Fund has ever been a director or
employee of, or consultant to, Nuveen or its affiliates. The names and business
addresses of the trustees and officers of the Fund, their principal occupations
and other affiliations during the past five years, the number of portfolios each
oversees and other directorships they hold are set forth below.
Name, Birthdate Positions and Principal Occupations Number of
--------------- ------------- --------------------- ---------
and Address Offices with the Including Other Directorships Portfolios in
----------- ---------------- ----------------------------- -------------
Fund and Year During Past Five Years Fund Complex
------------- ---------------------- ------------
First Elected Overseen by
------------- -----------
or Appointed Trustee
------------ -------
Trustee who is an interested person of the Fund:
-----------------------------------------------
Timothy R. Schwertfeger* Chairman of the Chairman and Director (since 1996) of 141
3/28/49 Board and Trustee Nuveen Investments, Inc., Nuveen Investments, LLC,
333 West Wacker Drive 2002 Nuveen Advisory Corp. and Nuveen Institutional
Chicago, IL 60606 Advisory Corp.; prior thereto, Executive Vice
President and Director of Nuveen Investments, Inc.
and Nuveen Investments, LLC; Director (since 1992)
and Chairman (since 1996) of Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.; Chairman
and Director (since 1997) of Nuveen Asset Management
Inc.; Director (since 1996) of Institutional Capital
Corporation; Chairman and Director (since 1999) of
* Mr. Schwertfeger is an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, because he is an officer and director of
Nuveen Advisory.
21
Name, Birthdate Positions and Principal Occupations Number of
--------------- ------------- --------------------- ---------
and Address Offices with the Including Other Directorships Portfolios in
----------- ---------------- ----------------------------- -------------
Fund and Year During Past Five Years Fund Complex
------------- ---------------------- ------------
First Elected Overseen by
------------- -----------
or Appointed Trustee
------------ -------
Rittenhouse Financial Services Inc.; Chief
Executive Officer (since 1999) of Nuveen
Senior Loan Asset Management Inc.
Trustees who are not interested persons of the Fund:
---------------------------------------------------
Robert P. Bremner Trustee Private Investor and Management Consultant. 122
8/22/40 2002
3725 Huntington Street,
N.W.
Washington, D.C. 20015
Lawrence H. Brown Trustee Retired (August 1989) as Senior Vice President 122
7/29/34 2002 of The Northern Trust Company.
201 Michigan Avenue
Highwood, IL 60040
Anne E. Impellizzeri Trustee Retired, formerly, Executive Director (since 122
1/26/33 2002 1998) of Manitoga (Center for Russel Wright's
3 West 29th Street Design with Nature); formerly, President and
New York, NY 10001 Executive Officer of Blanton-Peale Institutes
Chief of Religion and Health (since 1990); prior
thereto, Vice President, Metropolitan Life
Insurance Co.
Peter R. Sawers Trustee Adjunct Professor of Business and Economics, 122
4/3/33 2002 University of Dubuque, Iowa; formerly
22 The Landmark (1991-2000) Adjunct Professor, Lake Forest
Northfield, IL 60093 Graduate School of Management, Lake Forest,
Illinois; prior thereto, Executive Director,
Towers Perrin Australia, a management consulting
firm; Chartered Financial Analyst; Certified
Management Consultant.
William J. Schneider Trustee Senior Partner and Chief Operating Officer, 122
9/24/44 2002 Miller-Valentine Group, Vice President,
4000 Miller-Valentine Ct. Miller-Valentine Realty, a development and
P. O. Box 744 contract company; Chair, Miami Valley Hospital;
Dayton, OH 45401 Chair, Miami Valley Economic Development
Coalition; formerly, Member, Community Advisory
Board, National City Bank, Dayton, Ohio and
Business Advisory Council, Cleveland Federal
Reserve Bank.
Judith M. Stockdale Trustee Executive Director, Gaylord and Dorothy 122
12/29/47 2002 Donnelley Foundation (since 1994); prior
35 E. Wacker Drive thereto, Executive Director, Great Lakes
Suite 2600 Protection Fund (from 1990 to 1994).
Chicago, IL 60601
22
Name, Birthdate Positions and Principal Occupations Number of
--------------- ------------- ---------------------------- ---------
and Address Offices with the Including Other Directorships Portfolios in
----------- ---------------- ----------------------------- -------------
Fund and Year During Past Five Years Fund Complex
------------- ---------------------- ------------
First Elected Overseen by
------------- -----------
or Appointed Officer
------------ -------
Officers of the Fund:
--------------------
Gifford R. Zimmerman Chief Administrative Managing Director (since 2002), Assistant 141
9/9/56 Officer Secretary and Associate General Counsel,
333 W. Wacker Drive 2002 formerly, Vice President and Assistant General
Chicago, IL 60606 Counsel of Nuveen Investments, LLC; Managing
Director (since 2002), General Counsel and
Assistant Secretary, formerly, Vice President
of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Managing Director
(since 2002), Assistant Secretary, formerly,
Vice President (since 1999) of Nuveen Senior
Loan Asset Management Inc.; Managing Director
(since 2002), Assistant Secretary and Associate
General Counsel, formerly, Vice President
(since 2000), of Nuveen Asset Management Inc.;
Vice President and Assistant Secretary of
Nuveen Investments, Inc. (since 1994);
Chartered Financial Analyst.
Michael T. Atkinson Vice President and Vice President (since January 2002), formerly, 141
2/3/66 Assistant Secretary Assistant Vice President (since 2000),
333 W. Wacker Drive 2002 previously, Associate of Nuveen Investments, LLC.
Chicago, IL 60606
Paul L. Brennan Vice President Vice President (since January 2002), formerly, 136
11/10/66 2002 Assistant Vice President (since 1997), of Nuveen
333 W. Wacker Drive Advisory Corp.; prior thereto, portfolio
Chicago, IL 60606 manager of Flagship Financial Inc.;
Chartered Financial Analyst and Certified
Public Accountant.
Peter H. D'Arrigo Vice President and Vice President of Nuveen Investments, LLC (since 141
11/28/67 Treasurer 1999), prior thereto, Assistant Vice
333 W. Wacker Drive 2002 President (from 1997); Vice President and
Chicago, IL 60606 Treasurer (since 1999) of Nuveen Senior Loan
Asset Management Inc.; Chartered Financial
Analyst.
Susan M. DeSanto Vice President Vice President of Nuveen Advisory Corp. (since 141
9/8/54 2002 2001); previously, Vice President of Van Kampen
333 W. Wacker Drive Investment Advisory Corp. (since 1998); prior
Chicago, IL 60606 thereto, Assistant Vice President of Van Kampen
Investment Advisory Corp. (since 1994).
Jessica R. Droeger Vice President and Vice President (since January 2002) and 141
9/24/64 Secretary Assistant General Counsel (since 1998);
333 W. Wacker Drive 2002 formerly, Assistant Vice President (since
Chicago, IL 60606 1998) of Nuveen Investments, LLC; Vice President
(since May 2002), formerly Assistant Vice
President and Assistant Secretary (since 1998)
of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; prior
thereto, Associate at the law firm D'Ancona
Partners LLC.
Lorna C. Ferguson Vice President Vice President of Nuveen Investments, LLC; Vice 141
10/24/45 2002 President (since 1998) of Nuveen
333 W. Wacker Drive Advisory Corp. and Nuveen Institutional
Chicago, IL 60606 Advisory Corp.
William M. Fitzgerald Vice President Managing Director (since 2002) of Nuveen 141
3/2/64 2002 Investments, LLC; Managing Director (since 2001),
333 W. Wacker Drive formerly Vice President of Nuveen Advisory Corp.
Chicago, IL 60606 and Nuveen Institutional Advisory Corp. (since
1995); Chartered Financial Analyst.
Stephen D. Foy Vice President and Vice President of Nuveen Investments, LLC and 141
5/31/54 Controller Nuveen Investments, Inc.; Vice President
333 W. Wacker Drive 2002 (since 1999) of Nuveen Senior Loan Management
Chicago, IL 60606 Inc.; Certified Public Accountant.
J. Thomas Futrell Vice President Vice President of Nuveen Advisory Corp.; 136
7/5/55 2002 Chartered Financial Analyst.
333 W. Wacker Drive
Chicago, IL 60606
23
Name, Birthdate Positions and Principal Occupations Number of
--------------- ------------- --------------------- ---------
and Address Offices with the Including Other Directorships Portfolios in
----------- ---------------- ----------------------------- -------------
Fund and Year During Past Five Years Fund Complex
------------- ---------------------- ------------
First Elected Overseen by
------------- -----------
or Appointed Officer
------------ -------
Richard A. Huber Vice President Vice President of Nuveen Institutional Advisory 136
3/26/63 2002 Corp. (since 1998) and Nuveen Advisory
333 W. Wacker Drive Corp. (since 1997); prior thereto, Vice
Chicago, IL 60606 President and Portfolio Manager of Flagship
Financial, Inc.
Steven J. Krupa Vice President Vice President of Nuveen Advisory Corp. 136
8/21/57 2002
333 W. Wacker Drive
Chicago, IL 60606
David J. Lamb Vice President Vice President (since 2000) of Nuveen 141
3/22/63 2002 Investments, LLC, previously Assistant Vice
333 W. Wacker Drive President (since 1999); prior thereto,
Chicago, IL 60606 Associate of Nuveen Investments, LLC; Certified
Public Accountant.
Tina M. Lazar Vice President Vice President (since 1999), previously, 141
8/27/61 2002 Assistant Vice President (since 1993) of
333 W. Wacker Drive Nuveen Investments, LLC.
Chicago, IL 60606
Larry W. Martin Vice President and Vice President, Assistant Secretary and 141
7/27/51 Assistant Secretary Assistant General Counsel of Nuveen
333 W. Wacker Drive 2002 Investments, LLC; Vice President and Assistant
Chicago, IL 60606 Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Assistant
Secretary of Nuveen Investments, Inc. and (since
1997) Nuveen Asset Management Inc.;
Vice President and Assistant Secretary (since
1999) of Nuveen Senior Loan Asset
Management Inc.
Edward F. Neild, IV Vice President Managing Director (since 2002) of Nuveen 141
7/7/65 2002 Investments, LLC; Managing Director (since 1997),
333 W. Wacker Drive formerly Vice President (since 1996) of Nuveen
Chicago, IL 60606 Advisory Corp. and Nuveen Institutional Advisory
Corp.; Chartered Financial Analyst.
Thomas J. O'Shaughnessy Vice President Vice President (since January 2002), 136
9/4/60 2002 formerly, Assistant Vice President (since 1998),
333 W. Wacker Drive of Nuveen Advisory Corp.; prior thereto,
Chicago, IL 60606 portfolio manager.
24
Name, Birthdate Positions and Principal Occupations Number of
--------------- ------------- --------------------- ---------
and Address Offices with the Including Other Directorships Portfolios in
----------- ---------------- ----------------------------- -------------
Fund and Year During Past Five Years Fund Complex
------------- ---------------------- ------------
First Elected Overseen by
------------- -----------
or Appointed Officer
------------ -------
Thomas C. Spalding Vice President Vice President of Nuveen Advisory Corp. and 136
7/31/51 2002 Nuveen Institutional Advisory Corp.; Chartered
333 W. Wacker Drive Financial Analyst.
Chicago, IL 60606
The Board of Trustees has five standing committees: the executive
committee, the audit committee, the nominating and governance committee, the
dividend committee and the valuation committee. Because the Fund is newly
organized, none of the committees have met during the Fund's last fiscal year.
The executive committee met once prior to the commencement of the Fund's
operations.
Peter R. Sawers and Timothy R. Schwertfeger, Chair, serve as members of the
executive committee of the Board of Trustees of the Fund. The executive
committee, which meets between regular meetings of the Board of Trustees, is
authorized to exercise all of the powers of the Board of Trustees.
The audit committee monitors the accounting and reporting policies and
practices of the Funds, the quality and integrity of the financial statements of
the Funds, compliance by the Funds with legal and regulatory requirements and
the independence and performance of the external and internal auditors. The
members of the audit committee are William J. Schneider, Chair, Robert P.
Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Peter R. Sawers and Judith M.
Stockdale.
The nominating and governance committee is responsible for Board selection
and tenure; selection and review of committees; and Board education and
operations. In addition, the committee monitors performance of legal counsel and
other service providers; periodically reviews and makes recommendations about
any appropriate changes to trustee compensation; and has the resources and
authority to discharge its responsibilities--including retaining special counsel
and other experts or consultants at the expense of the Fund. In the event of a
vacancy on the Board, the nominating and governance committee receives
suggestions from various sources as to suitable candidates. Suggestions should
be sent in writing to Lorna Ferguson, Vice President for Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, IL 60606. The nominating and
governance committee sets appropriate standards and requirements for nominations
for new trustees and reserves the right to interview all candidates and to make
the final selection of any new trustees. The members of the nominating and
governance committee are Anne E. Impellizzeri, Chair, Robert P. Bremner,
Lawrence H. Brown, Peter R. Sawers, William J. Schneider and Judith M.
Stockdale.
The dividend committee is authorized to declare distributions on the Fund's
shares including, but not limited to regular and special dividends, capital
gains and ordinary income distributions. The members of the dividend committee
are Timothy R. Schwertfeger, Chair, and Lawrence H. Brown.
The valuation committee oversees the Fund's Pricing Procedures including,
but not limited to, the review and approval of fair value pricing determinations
made by Nuveen's Valuation Group. The members of the valuation committee are
Judith M. Stockdale and Lawrence H. Brown.
The trustees of the Fund are also directors or trustees, as the case may
be, of 30 Nuveen open-end funds and 92 Nuveen closed-end funds advised by Nuveen
Advisory Corp. Mr. Schwertfeger is a director or trustee, as the case may be, of
19 Nuveen open-end and closed-end funds advised by Nuveen Institutional Advisory
Corp. None of the independent trustees, nor any of their immediate family
members, has ever been a director, officer, or employee of, or a consultant to,
Nuveen Advisory, Nuveen, ________________________ or their affiliates.
25
The Common Shareholders of the Fund will elect trustees at the next annual
meeting of Common Shareholders, unless any MuniPreferred Shares are outstanding
at that time, in which event holders of MuniPreferred Shares, voting as a
separate class, will elect two trustees and the remaining trustees shall be
elected by Common Shareholders and holders of MuniPreferred Shares, voting
together as a single class. Holders of MuniPreferred Shares will be entitled to
elect a majority of the Fund's trustees under certain circumstances. See
"Description of Shares - MuniPreferred Shares - Voting Rights."
The following table sets forth the dollar range of equity securities
beneficially owned by each trustee as of December 31, 2002:
Aggregate Dollar Range of
Equity Securities in All
Registered Investment
Dollar Range of Equity Companies Overseen by
Securities in the Trustee in Family of
Name of Trustee Fund Investment Companies
--------------- ---------------------- -------------------------
Robert P. Bremner $ 0 over $100,000
-------------------------------------------------------------------------------
Lawrence H. Brown $ 0 over $100,000
-------------------------------------------------------------------------------
Anne E. Impellizzeri $ 0 over $100,000
-------------------------------------------------------------------------------
Peter R. Sawers $ 0 over $100,000
-------------------------------------------------------------------------------
William J. Schneider $ 0 over $100,000
-------------------------------------------------------------------------------
Timothy R. Schwertfeger $ 0 over $100,000
-------------------------------------------------------------------------------
Judith M. Stockdale $ 0 over $100,000
-------------------------------------------------------------------------------
No trustee who is not an interested person of the Fund owns beneficially or
of record, any security of Nuveen Advisory, Nuveen, _________________________ or
any person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with Nuveen Advisory, Nuveen
or ________________________.
The following table sets forth estimated compensation to be paid by the
Fund projected during the Fund's first full fiscal year after commencement of
operation. The Fund does not have a retirement or pension plan. The officers and
trustees affiliated with Nuveen serve without any compensation from the Fund.
The Fund has a deferred compensation plan (the "Plan") that permits any trustee
who is not an "interested person" of the Fund to elect to defer receipt of all
or a portion of his or her compensation as a trustee. The deferred compensation
of a participating trustee is credited to a book reserve account of the Fund
when the compensation would otherwise have been paid to the trustee. The value
of the trustee's deferral account at any time is equal to the value that the
account would have had if contributions to the account had been invested and
reinvested in shares of one or more of the eligible Nuveen funds. At the time
for commencing distributions from a trustee's deferral account, the trustee may
elect to receive distributions in a lump sum or over a period of five years. The
Fund will not be liable for any other fund's obligations to make distributions
under the Plan.
Amount of Total
Estimated Aggregate Total Compensation Compensation that
Compensation From from Fund and Has Been
Name of Trustee the Fund* Fund Complex** Deferred
--------------- ------------------ ------------------ -----------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert P. Bremner
--------------------------------------------------------------------------------
Lawrence H. Brown
--------------------------------------------------------------------------------
Anne E. Impellizzeri
--------------------------------------------------------------------------------
Peter R. Sawers
--------------------------------------------------------------------------------
William J. Schneider
--------------------------------------------------------------------------------
Judith M. Stockdale
--------------------------------------------------------------------------------
26
--------------------
* Based on the estimated compensation to be earned by the independent
trustees for the 12 month period ending _/__/04, representing the Fund's first
full fiscal year end, for services to the Fund.
**Based on the compensation paid to the trustees for the one year period
ending 12/31/02 for services to the open-end and closed-end funds advised by
Nuveen Advisory.
The Fund has no employees. Its officers are compensated by Nuveen Advisory
or an affiliate, or Nuveen Investments, Inc.
INVESTMENT ADVISER
Nuveen Advisory acts as investment adviser to the Fund, with responsibility
for the overall management of the Fund. Its address is 333 West Wacker Drive,
Chicago, Illinois 60606. Nuveen Advisory is also responsible for managing the
Fund's business affairs and providing day-to-day administrative services to the
Fund. For additional information regarding the management services performed by
Nuveen Advisory, see "Management of the Fund" in the Fund's Prospectus.
Nuveen Advisory is a wholly owned subsidiary of Nuveen Investments, Inc.
Founded in 1898, Nuveen Investments, Inc. brings over a century of expertise to
the municipal bond market. According to data from Thomson Wealth Management,
Nuveen is the leading sponsor of exchange-traded municipal bond funds as
measured by number of funds (92) and fund assets under management ($33 billion)
as of October 31, 2002. Overall, Nuveen Investments, Inc. and its affiliates had
approximately $80 billion in assets under management as of October 31, 2002.
Nuveen Investments, Inc. is approximately 77% owned by The St. Paul Companies,
Inc. ("St. Paul"). St. Paul is a publicly-traded company
27
located in St. Paul, Minnesota, and is principally engaged in providing
property-liability insurance through subsidiaries.
Nuveen Investments, LLC, a unit of Nuveen Investments, Inc., provides
investment management services for advisors serving high-net-worth and
institutional clients. The Company today markets its capabilities--which include
tax-free investing, separately managed accounts and market neutral alternative
investment portfolios--under four distinct brands: Nuveen, NWQ, Rittenhouse, and
Symphony. Nuveen Investments, Inc. and its affiliates had over $77 billion of
assets under management as of October 31, 2002. Nuveen Investments, Inc., an
affiliate of The St. Paul Companies (NYSE:SPC), is listed on The New York Stock
Exchange and trades under the symbol "JNC."
Pursuant to an investment management agreement between Nuveen Advisory and
the Fund, the Fund has agreed to pay for the services and facilities provided by
Nuveen Advisory an annual management fee, payable on a monthly basis, according
to the following schedule:
Average Daily Managed Assets Management Fee
---------------------------- --------------
Up to $125 million .6500%
$125 million to $250 million .6375%
$250 million to $500 million .6250%
$500 million to $1 billion .6125%
$1 billion to $2 billion .6000%
$2 billion and over .5750%
If the Fund utilizes leverage through the issuance of MuniPreferred Shares
in an amount equal to 35% of the Fund's total assets (including the amount
obtained from leverage), the management fee calculated as a percentage of net
assets attributable to Common Shares would be as follows:
Net Assets Attributable to Common Shares Management Fee
---------------------------------------- --------------
Up to $125 million............................................. 1.0000%
$125 million to $250 million................................... .9808%
$250 million to $500 million................................... .9615%
$500 million to $1 billion..................................... .9423%
$1 billion to $2 billion....................................... .9231%
$2 billion and over............................................ .8846%
In addition to the fee of Nuveen Advisory, the Fund pays all other costs
and expenses of its operations, including compensation of its trustees (other
than those affiliated with Nuveen Advisory), custodian, transfer agency and
dividend disbursing expenses, legal fees, expenses of independent auditors,
expenses of repurchasing shares, expenses of issuing MuniPreferred Shares,
expenses of preparing, printing and distributing shareholder reports, notices,
proxy statements and reports to governmental agencies and taxes, if any. All
fees and expenses are accrued daily and deducted before payment of dividends to
investors.
For the first eight full years of the Fund's operation, Nuveen Advisory has
contractually agreed to reimburse the Fund for fees and expenses in the amounts,
and for the time periods, set forth below:
Percentage Percentage
Reimbursed Reimbursed
Year Ending (as a percentage of Year Ending (as a percentage of
___________, Managed Assets) ___________, Managed Assets)
------------ ------------------- ------------ -------------------
2003(1) .32% 2008 .32%
2004 .32% 2009 .24%
2005 .32% 2010 .16%
2006 .32% 2011 .08%
2007 .32%
-----------------------
(1) From the commencement of operations.
Reducing Fund expenses in this manner will tend to increase the amount of
income available for the Common Shareholders. Nuveen Advisory has not agreed to
reimburse the Fund for any portion of its fees and expenses beyond ___________,
2011.
Unless earlier terminated as described below, the Fund's investment
management agreement with Nuveen Advisory (the "management agreement") will
remain in effect until ____________. The management agreement continues in
effect from year to year so long as such continuation is approved at least
annually by (1) the Board of Trustees or the vote of a majority of the
outstanding voting securities of the Fund, and (2) a majority of the trustees
who are not interested persons of any party to the investment management
agreement, cast in person at a meeting called for the purpose of voting on such
approval. The investment management agreement may be terminated at any time,
without penalty, by either the Fund or Nuveen Advisory upon 60 days written
notice, and is automatically terminated in the event of its assignment as
defined in the 1940 Act.
The management agreement has been approved by a majority of the independent
trustees of the Fund and the sole shareholder of the Fund. The independent
trustees have determined that the terms of the Fund's management agreement are
fair and reasonable and that the agreement is in the Fund's best interests. The
independent trustees believe that the management agreement will enable the Fund
to obtain high quality investment management services at a cost that they deem
appropriate, reasonable, and in the best interests of the Fund and its
shareholders. In making such determination, the independent trustees met
independently from the interested trustee of the Fund and any officers of Nuveen
Advisory and its affiliates. The independent trustees also relied upon the
assistance of counsel to the independent trustees.
In evaluating the investment management agreement, the independent trustees
reviewed materials furnished by Nuveen Advisory at the annual advisory contract
renewal meeting held in April, 2002, including information regarding Nuveen
Advisory, its affiliates and its personnel, operations and financial condition.
The independent trustees also reviewed, among other things, the nature and
quality of services to be provided by Nuveen Advisory, the proposed fees to be
charged by Nuveen Advisory for investment management services, the profitability
to Nuveen Advisory of its relationship with the Fund, fall-out benefits to
Nuveen Advisory from that relationship, economies of scale achieved by Nuveen
Advisory, the experience of the investment advisory and other personnel
providing services to the Fund, the historical quality of the services provided
by Nuveen Advisory and comparative fees and expense ratios of investment
companies with similar objectives and strategies managed by other investment
advisers, and other factors that the independent trustees deemed relevant. The
independent trustees discussed with representatives of Nuveen Advisory the
Fund's operations and Nuveen Advisory's ability to provide advisory and other
services to the Fund.
The Fund, Nuveen Advisory, Nuveen, _________________________ and other
related entities have adopted codes of ethics which essentially prohibit certain
of their personnel, including the Nuveen fund portfolio manager, from engaging
in personal investments which compete or interfere with, or attempt to take
advantage of a client's, including the Fund's, anticipated or actual portfolio
transactions, and are designed to assure that the interests of clients,
including Fund shareholders, are placed before the interests of personnel in
connection with personal investment transactions. Text-only versions of the
codes of ethics of the Fund, Nuveen Advisory and Nuveen can be viewed online or
downloaded from the EDGAR Database on the SEC's internet web site at
www.sec.gov. You may also review and copy those documents by visiting the SEC's
Public Reference Room in Washington, DC. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 202-942-8090. In
addition, copies of the codes of ethics may be obtained, after mailing the
appropriate duplicating fee, by writing to the SEC's Public Reference Section,
450 5th Street, N.W., Washington, DC 20549-0102 or by e-mail request at
publicinfo@sec.gov.
PORTFOLIO TRANSACTIONS
Nuveen Advisory is responsible for decisions to buy and sell securities for
the Fund and for the placement of the Fund's securities business, the
negotiation of the prices to be paid for principal trades and the allocation of
its transactions among various dealer firms. Portfolio securities will normally
be purchased directly from an underwriter or in the over-the-counter market from
the principal dealers in such securities, unless it appears that a better price
or
28
execution may be obtained through other means. Portfolio securities will not be
purchased from Nuveen or its affiliates except in compliance with the 1940 Act.
The Fund expects that substantially all portfolio transactions will be
effected on a principal (as opposed to an agency) basis and, accordingly, does
not expect to pay any brokerage commissions. Purchases from underwriters will
include a commission or concession paid by the issuer to the underwriter, and
purchases from dealers will include the spread between the bid and asked price.
On occasion, the Fund may clear portfolio transactions through Nuveen. It is the
policy of Nuveen Advisory to seek the best execution under the circumstances of
each trade. Nuveen Advisory evaluates price as the primary consideration, with
the financial condition, reputation and responsiveness of the dealer considered
secondary in determining best execution. Given the best execution obtainable, it
will be Nuveen Advisory's practice to select dealers which, in addition, furnish
research information (primarily credit analyses of issuers and general economic
reports) and statistical and other services to Nuveen Advisory. It is not
possible to place a dollar value on information and statistical and other
services received from dealers. Since it is only supplementary to Nuveen
Advisory's own research efforts, the receipt of research information is not
expected to reduce significantly Nuveen Advisory's expenses. While Nuveen
Advisory will be primarily responsible for the placement of the business of the
Fund, the policies and practices of Nuveen Advisory in this regard must be
consistent with the foregoing and will, at all times, be subject to review by
the Board of Trustees of the Fund.
Nuveen Advisory may manage other investment accounts and investment
companies for other clients which have investment objectives similar to those of
the Fund. Subject to applicable laws and regulations, Nuveen Advisory seeks to
allocate portfolio transactions equitably whenever concurrent decisions are made
to purchase or sell securities by the Fund and another advisory account. In
making such allocations the main factors to be considered will be the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment and the size of
investment commitments generally held. While this procedure could have a
detrimental effect on the price or amount of the securities available to the
Fund from time to time, it is the opinion of the Board of Trustees that the
benefits available from Nuveen Advisory's organization will outweigh any
disadvantage that may arise from exposure to simultaneous transactions.
DISTRIBUTIONS
As described in the Fund's Prospectus, initial distributions to Common
Shareholders are expected to be declared approximately 45 days, and paid
approximately 60 to 90 days, from the completion of the offering of the Common
Shares, depending on market conditions. To permit the Fund to maintain a
29
more stable monthly distribution, the Fund will initially (prior to its first
distribution), and may from time to time thereafter, distribute less than the
entire amount of net investment income earned in a particular period. Such
undistributed net investment income would be available to supplement future
distributions, including distributions that might otherwise have been reduced by
a decrease in the Fund's monthly net income due to fluctuations in investment
income or expenses, or due to an increase in the dividend rate on the Fund's
outstanding MuniPreferred Shares. As a result, the distributions paid by the
Fund for any particular period may be more or less than the amount of net
investment income actually earned by the Fund during such period. Undistributed
net investment income will be added to the Fund's net asset value and,
correspondingly, distributions from undistributed net investment income will be
deducted from the Fund's net asset value.
For tax purposes, the Fund is currently required to allocate net capital
gain and other taxable income, if any, between Common Shares and MuniPreferred
Shares in proportion to total dividends paid to each class for the year in
which such net capital gain or other taxable income is realized. For information
relating to the impact of the issuance of MuniPreferred Shares on the
distributions made by a Fund to Common Shareholders, see the Fund's Prospectus
under "MuniPreferred Shares and Leverage."
While any MuniPreferred Shares are outstanding, the Fund may not declare
any cash dividend or other distribution on its Common Shares unless at the time
of such declaration (1) all accumulated dividends on the MuniPreferred Shares
have been paid and (2) the net asset value of the Fund's portfolio (determined
after deducting the amount of such dividend or other distribution) is at least
200% of the liquidation value of any outstanding MuniPreferred Shares. This
latter limitation on the Fund's ability to make distributions on its Common
Shares could under certain circumstances impair the ability of the Fund to
maintain its qualification for taxation as a regulated investment company. See
"Tax Matters."
DESCRIPTION OF SHARES
Common Shares
The Fund's Declaration of Trust (the "Declaration") authorizes the issuance
of an unlimited number of Common Shares. The Common Shares being offered have a
par value of $0.01 per share and, subject to the rights of holders of
MuniPreferred Shares, if issued, have equal rights as to the payment of
dividends and the distribution of assets upon liquidation of the Fund. The
Common Shares being offered will, when issued, be fully paid and, subject to
matters discussed in "Certain Provisions in the Declaration of Trust,"
non-assessable, and will have no pre-emptive or conversion rights or rights to
cumulative voting. At any time when the Fund's MuniPreferred Shares are
outstanding, Common Shareholders will not be entitled to receive any cash
distributions from the Fund unless all accrued dividends on MuniPreferred Shares
have been paid, and unless asset coverage (as defined in the 1940 Act) with
respect to MuniPreferred Shares would be at least 200% after giving effect to
such distributions. See "MuniPreferred Shares" below.
The Common Shares have been approved for listing on the _________________
_______________, subject to notice of issuance. The Fund intends to hold annual
meetings of shareholders so long as the Common Shares are listed on a national
securities exchange and such meetings are required as a condition to such
listing.
30
Shares of closed-end investment companies may frequently trade at prices
lower than net asset value. Shares of closed-end investment companies like the
Fund that invest predominately in investment grade municipal bonds have during
some periods traded at prices higher than net asset value and during other
periods have traded at prices lower than net asset value. There can be no
assurance that Common Shares or shares of other municipal funds will trade at a
price higher than net asset value in the future. Net asset value will be reduced
immediately following the offering after payment of the sales load and
organization and offering expenses. Net asset value generally increases when
interest rates decline, and decreases when interest rates rise, and these
changes are likely to be greater in the case of a fund having a leveraged
capital structure. Whether investors will realize gains or losses upon the sale
of Common Shares will not depend upon a Fund's net asset value but will depend
entirely upon whether the market price of the Common Shares at the time of sale
is above or below the original purchase price for the shares. Since the market
price of the Fund's Common Shares will be determined by factors beyond the
control of the Fund, the Fund cannot predict whether the Common Shares will
trade at, below, or above net asset value or at, below or above the initial
public offering price. Accordingly, the Common Shares are designed primarily for
long-term investors, and investors in the Common Shares should not view the Fund
as a vehicle for trading purposes. See "Repurchase of Fund Shares; Conversion to
Open-End Fund" and the Fund's Prospectus under "MuniPreferred Shares and
Leverage" and "The Fund's Investments--Municipal Bonds."
MuniPreferred Shares
The Declaration authorizes the issuance of an unlimited number of
MuniPreferred Shares in one or more classes or series, with rights as determined
by the Board of Trustees of the Fund, by action of the Board of Trustees without
the approval of the Common Shareholders.
The Fund's Board of Trustees has indicated its intention to authorize an
offering of MuniPreferred Shares (representing approximately 35% of the Fund's
capital immediately after the time the MuniPreferred Shares are issued)
approximately one to three months after completion of the offering of Common
Shares. The Board has stated that the initial series of MuniPreferred Shares
would pay cumulative dividends at rates determined weekly by providing for the
periodic redetermination of the dividend rate through an auction or remarketing
procedure. The Board of Trustees of the Fund has indicated that the liquidation
preference, preference on distribution, voting rights and redemption provisions
of the MuniPreferred Shares will be as stated below.
Limited Issuance of MuniPreferred Shares. Under the 1940 Act, the Fund
could issue MuniPreferred Shares with an aggregate liquidation value of up to
one-half of the value of the Fund's total net assets, measured immediately after
issuance of the MuniPreferred Shares. "Liquidation value" means the original
purchase price of the shares being liquidated plus any accrued and unpaid
dividends. In addition, the Fund is not permitted to declare any cash dividend
or other distribution on its Common Shares unless the liquidation value of the
MuniPreferred Shares is less than one-half of the value of the Fund's total net
assets (determined after deducting the amount of such dividend or distribution)
immediately after the distribution. If the Fund sells all the Common Shares and
MuniPreferred Shares discussed in this Prospectus, the liquidation value of the
MuniPreferred Shares is expected to be approximately 35% of the value of the
Fund's total net assets. The Fund intends to purchase or redeem MuniPreferred
Shares, if necessary, to keep that fraction below one-half.
Distribution Preference. The MuniPreferred Shares have complete priority
over the Common Shares as to distribution of assets.
31
Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Fund, holders of
MuniPreferred Shares will be entitled to receive a preferential liquidating
distribution (expected to equal the original purchase price per share plus
accumulated and unpaid dividends thereon, whether or not earned or declared)
before any distribution of assets is made to holders of Common Shares. After
payment of the full amount of the liquidating distribution to which they are
entitled, holders of MuniPreferred Shares will not be entitled to any further
participation in any distribution of assets by the Fund. A consolidation or
merger of the Fund with or into any Massachusetts business trust or corporation
or a sale of all or substantially all of the assets of the Fund shall not be
deemed to be a liquidation, dissolution or winding up of the Fund.
Voting Rights. In connection with any issuance of MuniPreferred Shares, the
Fund must comply with Section 18(i) of the 1940 Act which requires, among other
things, that MuniPreferred Shares be voting shares and have equal voting rights
with Common Shares. Except as otherwise indicated in this Statement of
Additional Information and except as otherwise required by applicable law,
holders of MuniPreferred Shares will vote together with Common Shareholders as a
single class.
In connection with the election of the Fund's trustees, holders of
MuniPreferred Shares, voting as a separate class, will be entitled to elect two
of the Fund's trustees, and the remaining trustees shall be elected by Common
Shareholders and holders of MuniPreferred Shares, voting together as a single
class. In addition, if at any time dividends on the Fund's outstanding
MuniPreferred Shares shall be unpaid in an amount equal to two full years'
dividends thereon, the holders of all outstanding MuniPreferred Shares, voting
as a separate class, will be entitled to elect a majority of the Fund's trustees
until all dividends in arrears have been paid or declared and set apart for
payment.
The affirmative vote of the holders of a majority of the Fund's outstanding
MuniPreferred Shares of any class or series, as the case may be, voting as a
separate class, will be required to, among other things, (1) take certain
actions which would affect the preferences, rights, or powers of such class or
series or (2) authorize or issue any class or series ranking prior to the
MuniPreferred Shares. Except as may otherwise be required by law, (1) the
affirmative vote of the holders of at least two-thirds of the Fund's
MuniPreferred Shares outstanding at the time, voting as a separate class, will
be required to approve any conversion of the Fund from a closed-end to an
open-end investment company and (2) the affirmative vote of the holders of at
least two-thirds of the outstanding MuniPreferred Shares, voting as a separate
class, shall be required to approve any plan of reorganization (as such term is
used in the 1940 Act) adversely affecting such shares, provided however, that
such separate class vote shall be a majority vote if the action in question has
previously been approved, adopted or authorized by the affirmative vote of
two-thirds of the total number of Trustees fixed in accordance with the
Declaration or the By-laws. The affirmative vote of the holders of a majority of
the outstanding MuniPreferred Shares, voting as a separate class, shall be
required to approve any action not described in the preceding sentence requiring
a vote of security holders under Section 13(a) of the 1940 Act including, among
other things, changes in a Fund's investment objectives or changes in the
investment restrictions described as fundamental policies under "Investment
Objectives and Policies--Investment Restrictions." The class or series vote of
holders of MuniPreferred Shares described
32
above shall in each case be in addition to any separate vote of the
requisite percentage of Common Shares and MuniPreferred Shares necessary to
authorize the action in question.
The foregoing voting provisions will not apply with respect to the Fund's
MuniPreferred Shares if, at or prior to the time when a vote is required, such
shares shall have been (1) redeemed or (2) called for redemption and sufficient
funds shall have been deposited in trust to effect such redemption.
Redemption, Purchase and Sale of MuniPreferred Shares by the Fund. The
terms of the MuniPreferred Shares provide that they are redeemable at certain
times, in whole or in part, at the original purchase price per share plus
accumulated dividends, that the Fund may tender for or purchase MuniPreferred
Shares and that the Fund may subsequently resell any shares so tendered for or
purchased. Any redemption or purchase of MuniPreferred Shares by the Fund will
reduce the leverage applicable to Common Shares, while any resale of shares by
the Fund will increase such leverage.
The discussion above describes the Fund's Board of Trustees' present
intention with respect to an offering of MuniPreferred Shares. The terms of the
MuniPreferred Shares may be the same as, or different from, the terms described
above, subject to applicable law and the Fund's Declaration.
CERTAIN PROVISIONS IN THE DECLARATION OF TRUST
Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Fund. However, the
Declaration contains an express disclaimer of shareholder liability for debts or
obligations of the Fund and requires that notice of such limited liability be
given in each agreement, obligation or instrument entered into or executed by
the Fund or the trustees. The Declaration further provides for indemnification
out of the assets and property of the Fund for all loss and expense of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund would be unable to meet
its obligations. The Fund believes that the likelihood of such circumstances is
remote.
The Declaration includes provisions that could limit the ability of other
entities or persons to acquire control of the Fund or to convert the Fund to
open-end status. Specifically, the Declaration requires a vote by holders of at
least two-thirds of the Common Shares and MuniPreferred Shares, voting together
as a single class, except as described below, to authorize (1) a conversion of
the Fund from a closed-end to an open-end investment company, (2) a merger or
consolidation of the Fund, or a series or class of the Fund, with any
corporation, association, trust or other organization or a reorganization or
recapitalization of the Fund, or a series or class of the Fund, (3) a sale,
lease or transfer of all or substantially all of the Fund's assets (other than
in the regular course of the Fund's investment activities), (4) in certain
circumstances, a termination of the Fund, or a series or class of the Fund or
(5) removal of trustees by shareholders, and then only for cause, unless, with
respect to (1) through (4), such transaction has already been authorized by the
affirmative vote of two-thirds of the total number of trustees fixed in
accordance with the Declaration or the By-laws, in which case the affirmative
vote of the holders of at least a majority of the Fund's Common Shares and
MuniPreferred Shares
33
outstanding at the time, voting together as a single class, is required,
provided, however, that where only a particular class or series is affected (or,
in the case of removing a trustee, when the trustee has been elected by only one
class), the required vote only by the applicable class or series will be
required. Approval of shareholders is not required, however, for any
transaction, whether deemed a merger, consolidation, reorganization or otherwise
whereby the Fund issues shares in connection with the acquisition of assets
(including those subject to liabilities) from any other investment company or
similar entity. None of the foregoing provisions may be amended except by the
vote of at least two-thirds of the Common Shares and MuniPreferred Shares,
voting together as a single class. In the case of the conversion of the Fund to
an open-end investment company, or in the case of any of the foregoing
transactions constituting a plan of reorganization which adversely affects the
holders of MuniPreferred Shares, the action in question will also require the
affirmative vote of the holders of at least two-thirds of the Fund's
MuniPreferred Shares outstanding at the time, voting as a separate class, or, if
such action has been authorized by the affirmative vote of two-thirds of the
total number of trustees fixed in accordance with the Declaration or the By-
laws, the affirmative vote of the holders of at least a majority of the Fund's
MuniPreferred Shares outstanding at the time, voting as a separate class. The
votes required to approve the conversion of the Fund from a closed-end to an
open-end investment company or to approve transactions constituting a plan of
reorganization which adversely affects the holders of MuniPreferred Shares are
higher than those required by the 1940 Act. The Board of Trustees believes that
the provisions of the Declaration relating to such higher votes are in the best
interest of the Fund and its shareholders.
The provisions of the Declaration described above could have the effect of
depriving the Common Shareholders of opportunities to sell their Common Shares
at a premium over market value by discouraging a third party from seeking to
obtain control of the Fund in a tender offer or similar transaction. The overall
effect of these provisions is to render more difficult the accomplishment of a
merger or the assumption of control by a third party. They provide, however, the
advantage of potentially requiring persons seeking control of a Fund to
negotiate with its management regarding the price to be paid and facilitating
the continuity of the Fund's investment objectives and policies. The Board of
Trustees of the Fund has considered the foregoing anti-takeover provisions and
concluded that they are in the best interests of the Fund and its Common
Shareholders.
Reference should be made to the Declaration on file with the Securities and
Exchange Commission for the full text of these provisions.
The Declaration provides that the obligations of the Fund are not binding
upon the trustees of the Fund individually, but only upon the assets and
property of the Fund, and that the trustees shall not be liable for errors of
judgment or mistakes of fact or law. Nothing in the Declaration, however,
protects a trustee against any liability to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND
The Fund is a closed-end investment company and as such its shareholders
will not have the right to cause the Fund to redeem their shares. Instead, the
Fund's Common Shares will trade in the open market at a price that will be a
function of several factors, including dividend levels (which are in turn
affected by expenses), net asset value, call protection, price, dividend
stability, relative demand for and supply of such shares in the market, general
market and economic
34
conditions and other factors. Because shares of a closed-end investment company
may frequently trade at prices lower than net asset value, the Fund's Board of
Trustees has currently determined that, at least annually, it will consider
action that might be taken to reduce or eliminate any material discount from net
asset value in respect of Common Shares, which may include the repurchase of
such shares in the open market or in private transactions, the making of a
tender offer for such shares at net asset value, or the conversion of the Fund
to an open-end investment company. There can be no assurance, however, that the
Board of Trustees will decide to take any of these actions, or that share
repurchases or tender offers, if undertaken, will reduce market discount.
Notwithstanding the foregoing, at any time when the Fund's MuniPreferred
Shares are outstanding, the Fund may not purchase, redeem or otherwise acquire
any of its Common Shares unless (1) all accrued MuniPreferred Shares dividends
have been paid and (2) at the time of such purchase, redemption or acquisition,
the net asset value of the Fund's portfolio (determined after deducting the
acquisition price of the Common Shares) is at least 200% of the liquidation
value of the outstanding MuniPreferred Shares (expected to equal the original
purchase price per share plus any accrued and unpaid dividends thereon). The
staff of the Securities and Exchange Commission currently requires that any
tender offer made by a closed-end investment company for its shares must be at a
price equal to the net asset value of such shares on the close of business on
the last day of the tender offer. Any service fees incurred in connection with
any tender offer made by the Fund will be borne by the Fund and will not reduce
the stated consideration to be paid to tendering shareholders.
Subject to its investment limitations, the Fund may borrow to finance the
repurchase of shares or to make a tender offer. Interest on any borrowings to
finance share repurchase transactions or the accumulation of cash by the Fund in
anticipation of share repurchases or tenders will reduce the Fund's net income.
Any share repurchase, tender offer or borrowing that might be approved by the
Board of Trustees would have to comply with the Securities Exchange Act of 1934,
as amended, and the 1940 Act and the rules and regulations thereunder.
Although the decision to take action in response to a discount from net
asset value will be made by the Board of the Fund at the time it considers such
issue, it is the Board's present policy, which may be changed by the Board, not
to authorize repurchases of Common Shares or a tender offer for such shares if
(1) such transactions, if consummated, would (a) result in the delisting of the
Common Shares from the _______________________, or (b) impair the Fund's status
as a regulated investment company under the Internal Revenue Code of 1986, as
amended (the "Code") (which would make the Fund a taxable entity, causing the
Fund's income to be taxed at the corporate level in addition to the taxation of
shareholders who receive dividends from the Fund) or as a registered closed-end
investment company under the 1940 Act; (2) the Fund would not be able to
liquidate portfolio securities in an orderly manner and consistent with the
Fund's investment objectives and policies in order to repurchase shares; or (3)
there is, in the Board's judgment, any (a) material legal action or proceeding
instituted or threatened challenging such transactions or otherwise materially
adversely affecting the Fund, (b) general suspension of or limitation on prices
for trading securities on the _______________________, (c) declaration of a
banking moratorium by Federal or state authorities or any suspension of payment
by United States or state banks in which the Fund invests, (d) material
limitation affecting the Fund or the issuers of its portfolio securities by
Federal or state authorities on the extension of credit by lending institutions
or on the exchange of
35
foreign currency, (e) commencement of war, armed hostilities or other
international or national calamity directly or indirectly involving the United
States, or (f) other event or condition which would have a material adverse
effect (including any adverse tax effect) on the Fund or its shareholders if
shares were repurchased. The Board of Trustees of the Fund may in the future
modify these conditions in light of experience.
Conversion to an open-end company would require the approval of the holders
of at least two-thirds of the Fund's Common Shares and MuniPreferred Shares
outstanding at the time, voting together as a single class, and of the holders
of at least two-thirds of the Fund's MuniPreferred Shares outstanding at the
time, voting as a separate class, provided however, that such separate class
vote shall be a majority vote if the action in question has previously been
approved, adopted or authorized by the affirmative vote of two-thirds of the
total number of trustees fixed in accordance with the Declaration or By-laws.
See the Prospectus under "Certain Provisions in the Declaration of Trust" for a
discussion of voting requirements applicable to conversion of the Fund to an
open-end company. If the Fund converted to an open-end company, it would be
required to redeem all MuniPreferred Shares then outstanding, and the Fund's
Common Shares would no longer be listed on the ___________________________.
Shareholders of an open-end investment company may require the company to redeem
their shares on any business day (except in certain circumstances as authorized
by or under the 1940 Act) at their net asset value, less such redemption charge,
if any, as might be in effect at the time of redemption. In order to avoid
maintaining large cash positions or liquidating favorable investments to meet
redemptions, open-end companies typically engage in a continuous offering of
their shares. Open-end companies are thus subject to periodic asset in-flows and
out-flows that can complicate portfolio management. The Board of Trustees of the
Fund may at any time propose conversion of the Fund to an open-end company
depending upon their judgment as to the advisability of such action in light of
circumstances then prevailing.
The repurchase by the Fund of its shares at prices below net asset value
will result in an increase in the net asset value of those shares that remain
outstanding. However, there can be no assurance that share repurchases or
tenders at or below net asset value will result in the Fund's shares trading at
a price equal to their net asset value. Nevertheless, the fact that the Fund's
shares may be the subject of repurchase or tender offers at net asset value from
time to time, or that the Fund may be converted to an open-end company, may
reduce any spread between market price and net asset value that might otherwise
exist.
In addition, a purchase by the Fund of its Common Shares will decrease the
Fund's total assets which would likely have the effect of increasing the Fund's
expense ratio. Any purchase by the Fund of its Common Shares at a time when
MuniPreferred Shares are outstanding will increase the leverage applicable to
the outstanding Common Shares then remaining. See the Fund's Prospectus under
"Risks--Concentration Risk" and "Risks--Leverage Risk."
Before deciding whether to take any action if the Fund's Common Shares
trade below net asset value, the Board of the Fund would consider all relevant
factors, including the extent and duration of the discount, the liquidity of the
Fund's portfolio, the impact of any action that might be taken on the Fund or
its shareholders and market considerations. Based on these considerations, even
if the Fund's shares should trade at a discount, the Board of Trustees may
determine that, in the interest of the Fund and its shareholders, no action
should be taken.
36
TAX MATTERS
Federal Income Tax Matters
The following discussion of federal income tax matters is based upon the
advice of Bell, Boyd & Lloyd LLC, special counsel to the Fund.
The Fund has elected and intends to qualify under Subchapter M of the Code
for tax treatment as a regulated investment company and to satisfy certain
conditions which will enable interest from municipal obligations, which is
exempt from regular federal income taxes in the hands of the Fund, to qualify as
"exempt- interest dividends" when distributed to the Fund's shareholders. In
order to qualify for tax treatment as a regulated investment company, the Fund
must satisfy certain requirements relating to the source of its income,
diversification of its assets, and distributions of its income to shareholders.
First, the Fund must derive at least 90% of its annual gross income (including
tax-exempt interest) from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock or
securities or foreign currencies, or other income (including but not limited to
gains from options, futures and forward contracts) derived with respect to its
business of investing in such stock, securities or currencies (the "90% gross
income test"). Second, the Fund must diversify its holdings so that, at the
close of each quarter of its taxable year, (i) at least 50% of the value of its
total assets is comprised of cash, cash items, United States Government
securities, securities of other regulated investment companies and other
securities limited in respect of any one issuer to an amount not greater in
value than 5% of the value of the Fund's total assets and to not more than 10%
of the outstanding voting securities of such issuer, and (ii) not more than 25%
of the value of its total assets is invested in the securities of any one issuer
(other than United States Government securities and securities of other
regulated investment companies) or two or more issuers controlled by the Fund
and engaged in the same, similar or related trades or businesses.
As a regulated investment company, the Fund will not be subject to federal
income tax in any taxable year with respect to "net investment income" (i.e.,
its "investment company taxable income," as that term is defined in the Code,
determined without reference to the deduction for dividends paid) and "net
capital gain" (i.e., the excess of the Fund's net long-term capital gain over
its net short-term capital loss), provided that it distributes at least 90% of
the sum of (i) its investment company taxable income (which includes dividends,
taxable interest, taxable original issue discount and market discount income,
income from securities lending, net short-term capital gain in excess of net
long-term capital loss, and any other taxable income other than net capital gain
and is reduced by deductible expenses) and (ii) its net tax-exempt interest (the
excess of its gross tax-exempt interest income over certain disallowed
deductions). The Fund may retain for investment its net capital gain. However,
if the Fund retains any net capital gain or any investment company taxable
income, it will be subject to tax at regular corporate rates on the amount
retained. If the Fund retains any net capital gain, it may designate the
retained amount as undistributed capital gains in a notice to its shareholders
who, if subject to federal income tax on long-term capital gains, (i) will be
required to include in income for federal income tax purposes, as long-term
capital gain, their share of such undistributed amount, and (ii) will be
entitled to credit their proportionate shares of the tax paid by the Fund on
such undistributed amount against their federal income tax liabilities, if any,
and to claim refunds to the extent the credit exceeds such liabilities. For
federal income tax purposes, the tax basis of shares owned by a shareholder of
the Fund will be increased by an amount equal under current law to the
difference between the amount of undistributed capital gains included in the
shareholder's gross income and the tax deemed paid by the shareholder under
clause (ii) of the preceding sentence. The
37
Fund intends to distribute at least annually to its shareholders all or
substantially all of its net tax-exempt interest and any investment company
taxable income and net capital gain.
Treasury regulations permit a regulated investment company, in determining
its investment company taxable income and net capital gain, to elect (unless it
has made a taxable year election for excise tax purposes) to treat all or part
of any net capital loss, any net long-term capital loss or any net foreign
currency loss incurred after October 31 as if it had been incurred in the
succeeding year.
The Fund intends to qualify to pay "exempt-interest dividends" by
satisfying the requirement that at the close of each quarter of the Fund's
taxable year at least 50% of the value of its total assets consists of
tax-exempt municipal obligations. Distributions from the Fund will constitute
exempt- interest dividends to the extent of its tax-exempt interest income (net
of expenses and amortized bond premium). Exempt-interest dividends distributed
to Common Shareholders are excluded from gross income for federal income tax
purposes, although they are required to be reported on the Common Shareholders'
federal income tax returns. Gain from the sale or redemption of Common Shares,
however, will be taxable to the Common Shareholders as capital gain (provided
such Common Shares were held as capital assets) even though the increase in
value of such Common Shares is attributable to tax-exempt interest income. In
addition, gain realized by the Fund from the disposition of a tax-exempt
municipal obligation that was purchased at a price less than the principal
amount of the bond will be taxable to the Fund's shareholders as ordinary income
to the extent of accrued market discount. Under the Code, interest on
indebtedness incurred or continued to purchase or carry Common Shares, which
interest is deemed to relate to exempt-interest dividends, will not be
deductible by Common Shareholders for federal income tax purposes. Moreover,
while exempt-interest dividends are excluded from gross income for federal
income tax purposes, they may be subject to alternative minimum tax and may have
other collateral tax consequences. See "Investment Policies and Techniques."
Different alternative minimum tax rules apply to individuals and to
corporations. Among other things, interest on all municipal bonds is taken into
account to determine whether a corporation is subject to the alternative minimum
tax. Taxpayers that may be subject to the alternative minimum tax should consult
their advisers before investing in Common Shares.
Distributions by the Fund of net interest received from certain taxable
temporary investments (such as certificates of deposit, commercial paper and
obligations of the U.S. Government, its agencies and instrumentalities) and net
short-term capital gain realized by the Fund, if any, will be taxable to Common
Shareholders as ordinary income whether received in cash or additional shares.
Any net long-term capital gain realized by the Fund and distributed to Common
Shareholders in cash or additional shares will be taxable to Common Shareholders
as long-term capital gain regardless of the length of time investors have owned
shares of the Fund. Taxable distributions will not be eligible for the dividends
received deduction allowed to corporations. Distributions by the Fund to Common
Shareholders that do not constitute ordinary income dividends, capital gain
dividends or exempt-interest dividends will be treated as a return of capital to
the extent of (and in reduction of) the Common Shareholder's tax basis in his or
her shares. Any excess will be treated as gain from the sale of his or her
shares, as discussed below.
The Internal Revenue Service's position in a published revenue ruling
indicates that the Fund is required to designate dividends paid with respect to
its Common Shares and its MuniPreferred Shares as consisting of a portion of
each type of income distributed by the Fund. The portion of each type of income
deemed received by the holders of each class of shares for a taxable year will
be equal to the portion of total Fund dividends received by such class with
respect to such taxable year. Thus, the Fund will designate dividends paid as
exempt-interest dividends in a manner that allocates such dividends between the
holders of the Common Shares and the holders of MuniPreferred Shares, in
proportion to the total dividends paid to each such class during or with respect
to the taxable year, or otherwise as required by applicable law. Capital gain
dividends and ordinary income dividends will similarly be allocated between the
two classes.
If the Fund engages in hedging transactions involving financial futures and
options, these transactions will be subject to special tax rules, the effect of
which may be to accelerate income to the Fund, defer the Fund's losses, cause
adjustments in the holding periods of the Fund's securities, convert long-term
capital gains into short-term capital gains and convert short-term capital
losses into long-term capital losses. These rules could therefore affect the
amount, timing and character of distributions to Common Shareholders.
Prior to purchasing shares in the Fund, an investor should carefully
consider the impact of dividends or distributions which are expected to be or
have been declared, but not paid. Any dividend or distribution declared shortly
after a purchase of such shares prior to the record date will have the effect of
reducing the per share net asset value by the per share amount of the dividend
or distribution.
Although dividends generally will be treated as distributed when paid,
dividends declared in October, November or December, payable to 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.
The sale or exchange of Common Shares normally will result in capital
gain or loss to the Common Shareholders who hold their Common Shares as capital
assets. However, any loss on the sale or exchange of a Common Share that has
been held for six months or less will be disallowed to the extent of any
distribution of exempt-interest dividends received with respect to such Common
Share. Generally, a Common Shareholder's gain or loss will be long-term gain or
loss if the shares have been held for more than one year. If a shareholder sells
or otherwise disposes of Common Shares before holding them for more than six
months, however, any loss on the sale or other disposition of such Common Shares
shall be treated as a long-term capital loss to the extent of any capital gain
dividends received by the Common Shareholder (or amounts credited to the Common
Shareholder as an undistributed capital gain) with respect to such Common
Shares. Present law taxes both long- and short-term capital gains of
corporations at the rates applicable to ordinary income. For non-corporate
taxpayers, however, net capital gain (i.e., the excess of net long-term capital
gain over net short-term capital loss) with respect to securities is taxed at a
maximum rate of 20%, while short-term capital gain and other ordinary income is
taxed at a maximum
38
rate of 38.6% in 2003, 37.6% in 2004 and 2005, and 35% thereafter until 2011,
when the maximum rate on ordinary income will revert to 39.6% unless amended by
Congress. The maximum long-term capital gain rate is 18% for capital assets that
are held for more than five years and the holding periods of which begin after
December 31, 2000. Because of the limitations on itemized deductions and the
deduction for personal exemptions applicable to higher income taxpayers, the
effective tax rate may be higher in certain circumstances.
All or a portion of a sales charge paid in purchasing Common Shares cannot
be taken into account for purposes of determining gain or loss on the redemption
or exchange of such shares within 90 days after their purchase to the extent
shares of the Fund or another fund are subsequently acquired without payment of
a sales charge pursuant to a reinvestment right. Any disregarded portion of such
charge will result in an increase in the Common Shareholder's tax basis in the
shares subsequently acquired. In addition, no loss will be allowed on the
redemption or exchange of Common Shares to the extent that the Common
Shareholder purchases other shares of the Fund (whether through reinvestment of
distributions or otherwise) or the Common Shareholder acquires or enters into a
contract or option to acquire securities that are substantially identical to
shares of the Fund within a period of 61 days beginning 30 days before and
ending 30 days after such redemption or exchange. If disallowed, the loss will
be reflected in an adjustment to the basis of the shares acquired.
In order to avoid a 4% federal excise tax, the Fund must distribute or be
deemed to have distributed by December 31 of each calendar year at least 98% of
its taxable ordinary income for such year, at least 98% of its capital gain net
income (the excess of its realized capital gains over its realized capital
losses, generally computed on the basis of the one-year period ending on October
31 of such year) and 100% of any taxable ordinary income and any excess of
realized capital gains over realized capital losses for the prior year that was
not distributed during such year and on which the Fund paid no federal income
tax. For purposes of the excise tax, a regulated investment company may reduce
its capital gain net income (but not below its net capital gain) by the amount
of any net ordinary loss for the calendar year. The Fund intends to make timely
distributions in compliance with these requirements, and consequently it is
anticipated that it generally will not be required to pay the excise tax.
If in any year the Fund should fail to qualify under Subchapter M for tax
treatment as a regulated investment company, the Fund would incur a regular
corporate federal income tax upon its income for that year, and distributions to
its Common Shareholders would be taxable to Common Shareholders as ordinary
dividend income for federal income tax purposes to the extent of the Fund's
earnings and profits.
The Fund is required in certain circumstances to withhold a percentage of
taxable dividends and certain other payments paid to non-corporate holders of
shares who have not furnished to the Fund their correct taxpayer identification
numbers (in the case of individuals, their Social Security number) and certain
certifications, or who are otherwise subject to backup withholding. The backup
withholding percentage will be 30% in 2003, 29% in 2004 and 2005, and 28%
thereafter until 2011, when the percentage will revert to 31% unless amended by
Congress. Backup withholding is not an additional tax, and any amounts withheld
may be credited against the shareholder's federal income tax liability.
The foregoing is a general and abbreviated summary of the provisions of the
Code and Treasury Regulations presently in effect as they directly govern the
taxation of the Fund and its Common Shareholders. For complete provisions,
reference should be made to the pertinent Code sections and Treasury
Regulations. The Code and Treasury Regulations are subject to change by
legislative or administrative action, and any such change may be retroactive
with respect to Fund transactions. Common Shareholders are advised to consult
their own tax
39
advisors for more detailed information concerning the federal taxation of the
Fund and the income tax consequences to its Common Shareholders.
State Tax Matters
Tax matters pertaining to California are set forth in Appendix E.
40
EXPERTS
The Financial Statements of the Fund as of ____________, 2003, appearing in
this Statement of Additional Information have been audited by _________________,
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. ______________________ provides
accounting and auditing services to the Fund. The principal business address of
_________________ is ______________________________________________________.
CUSTODIAN
The custodian of the assets of the Fund is State Street Bank and Trust
Company, One Federal Street, Boston, Massachusetts 02110. The custodian performs
custodial, fund accounting and portfolio accounting services.
ADDITIONAL INFORMATION
A Registration Statement on Form N-2, including amendments thereto,
relating to the shares of the Fund offered hereby, has been filed by the Fund
with the Securities and Exchange Commission (the "Commission"), Washington, D.C.
The Fund's Prospectus and this Statement of Additional Information do not
contain all of the information set forth in the Registration Statement,
including any exhibits and schedules thereto. For further information with
respect to the Fund and the shares offered hereby, reference is made to the
Fund's Registration Statement. Statements contained in the Fund's Prospectus and
this Statement of Additional Information as to the contents of any contract or
other document referred to are not
41
necessarily complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. Copies of
the Registration Statement may be inspected without charge at the Commission's
principal office in Washington, D.C., and copies of all or any part thereof may
be obtained from the Commission upon the payment of certain fees prescribed by
the Commission.
42
REPORT OF INDEPENDENT AUDITORS
The Board of Trustees and Shareholder
Nuveen Insured California Tax-Free Advantage Municipal Fund 2
[TO COME]
43
NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND 2
FINANCIAL STATEMENTS
[TO COME]
44
Nuveen Insured California Tax-Free Advantage Municipal Fund 2
Statement of Operations
[TO COME]
45
APPENDIX A
Ratings of Investments
Standard & Poor's Corporation--A brief description of the applicable Standard &
Poor's Corporation, a division of The McGraw-Hill Companies ("Standard & Poor's"
or "S&P") rating symbols and their meanings (as published by S&P) follows:
A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation,
a specific class of financial obligations, or a specific financial program
(including ratings on medium term note programs and commercial paper programs).
It takes into consideration the creditworthiness of guarantors, insurers, or
other forms of credit enhancement on the obligation. The issue credit rating is
not a recommendation to purchase, sell, or hold a financial obligation, inasmuch
as it does not comment as to market price or suitability for a particular
investor.
Issue credit ratings are based on current information furnished by the obligors
or obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in connection with any credit rating
and may, on occasion, rely on unaudited financial information. Credit ratings
may be changed, suspended, or withdrawn as a result of changes in, or
unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term ratings
are generally assigned to those obligations considered short-term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days - including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an obligor
with respect to put features on long-term obligations. The result is a dual
rating, in which the short-term ratings address the put feature, in addition to
the usual long-term rating. Medium-term notes are assigned long-term ratings.
Long-term Issue Credit Ratings
Issue credit ratings are based in varying degrees, on the following
considerations:
1. Likelihood of payment - capacity and willingness of the obligor
to meet its financial commitment on an obligation in accordance
with the terms of the obligation;
2. Nature of and provisions of the obligation; and
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.
The issue ratings definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above.
AAA
An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial
A-1
commitment on the obligation is extremely strong.
AA
An obligation rated `AA' differs from the highest-rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on
the obligation is very strong.
A
An obligation rated `A' is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its
financial commitment on the obligation is still strong.
BBB
An obligation rated `BBB' exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to
lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
BB, B, CCC, CC, And C
Obligations rated `BB', `B', `CCC', `CC', and `C' are regarded as having
significant speculative characteristics. `BB' indicates the least degree of
speculation and `C' the highest. While such obligations will likely have
some quality and protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse conditions.
BB
An obligation rated `BB' is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions, which
could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.
B
An obligation rated `B' is more vulnerable to nonpayment than obligations
rated `BB', but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or
economic conditions will likely impair the obligor's capacity or
willingness to meet its financial commitment on the obligation.
CCC
An obligation rated `CCC' is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation. In the
event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the
obligation.
CC
An obligation rated `CC' is currently highly vulnerable to nonpayment.
A-2
C
The `C' rating may be used to cover a situation where a bankruptcy petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.
D
An obligation rated `D' is in payment default. The `D' rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's 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 or the taking of a similar action
if payments on an obligation 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.
c The `c' subscript is used to provide additional information to investors
that the bank may terminate its obligation to purchase tendered bonds if
the long-term credit rating of the issuer is below an investment-grade
level and/or the issuer's bonds are deemed taxable.
p 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, 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 his own judgment with respect to such likelihood and risk.
* Continuance of the ratings is contingent upon Standard & Poor's receipt of
an executed copy of the escrow agreement or closing documentation
confirming investments and cash flows.
r The `r' highlights derivative, hybrid, and certain other obligations that
Standard & Poor's believes may experience high volatility or high
variability in expected returns as a result of noncredit risks. Examples of
such obligations are securities with principal or interest return indexed
to equities, commodities, or currencies; certain swaps and options; and
interest-only and principal-only mortgage securities. The absence of an `r'
symbol should not be taken as an indication that an obligation will exhibit
no volatility or variability in total return.
N.R. Not rated.
Debt obligations of issuers outside the United States and its territories are
rated on the same basis as domestic corporate and municipal issues. The ratings
measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.
Bond Investment Quality Standards
Under present commercial bank regulations issued by the Comptroller of the
Currency, bonds rated in the top four categories (`AAA', `AA', `A', `BBB',
commonly known as investment-grade ratings) generally are regarded as eligible
for bank investment. Also, the laws of various states governing legal
investments impose certain rating or other standards for obligations eligible
for investment by savings banks, trust companies, insurance companies, and
fiduciaries in general.
Short-Term Issue Credit Ratings
Notes
A Standard & Poor's note ratings reflects the liquidity factors and market
access risks unique to notes. Notes due in three years or less will likely
receive a note rating. Notes maturing beyond three 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; and
. Source of payment -- the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1 Strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a plus (+)
designation.
SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of
the notes.
SP-3 Speculative capacity to pay principal and interest.
A-3
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 A short-term obligation rated `A-1' is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment
on the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity
to meet its financial commitment on these obligations is extremely strong.
A-2 A short-term obligation rated `A-2' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is satisfactory.
A-3 A short-term obligation rated `A-3' exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.
B A short-term obligation rated `B' is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet
its financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet
its financial commitment on the obligation.
C A short-term obligation rated `C' is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions
for the obligor to meet its financial commitment on the obligation.
D A short-term obligation rated `D' is in payment default. The `D' rating
category is used when payments on an obligation are not made on the date
due even if the applicable grace period has not expired, unless Standard &
Poor's 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
or the taking of a similar action if payments on an obligation are
jeopardized.
A commercial rating is not a recommendation to purchase, sell, or hold a
security inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.
S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.
A-4
Moody's Investors Service, Inc.--A brief description of the applicable Moody's
Investors Service, Inc. ("Moody's") rating symbols and their meanings (as
published by Moody's) follows:
Municipal Bonds
Aaa Bonds which are rated `Aaa' are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
Aa Bonds which are rated `Aa' are judged to be of high quality by all
standards. Together with the `Aaa' group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in `Aaa' securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in `Aaa' securities.
A Bonds which are rated `A' possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
Baa Bonds which are rated `Baa' are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba Bonds which are rated `Ba' are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B Bonds which are rated `B' generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
Caa Bonds which are rated `Caa' are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
Ca Bonds which are rated `Ca' represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.
C Bonds which are rated `C' are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
A-5
# (hatchmark): Represents issues that are secured by escrowed funds held in
cash, held in trust, invested and reinvested in direct,
non-callable, non-prepayable United States government obligations
or non-callable, non-prepayable obligations unconditionally
guaranteed by the U.S. Government, Resolution Funding Corporation
debt obligations.
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. The parenthetical rating denotes probable credit
stature upon completion of construction or elimination of the
basis of the condition.
(P): When applied to forward delivery bonds, indicates that the rating
is provisional pending delivery of the bonds. The rating may be
revised prior to delivery if changes occur in the legal documents
or the underlying credit quality of the bonds.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic
rating classification from Aa through Caa. The modifier 1
indicates that the issue ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
Short-Term Loans
MIG 1/VMIG 1 This designation denotes superior credit quality. Excellent
protection is afforded by established cash flows, highly reliable
liquidity support, or demonstrated broad-based access to the
market for refinancing.
MIG 2/VMIG 2 This designation denotes strong credit quality. Margins of
protection are ample, although not as large as in the preceding
group.
MIG 3/VMIG 3 This designation denotes acceptable credit quality. Liquidity and
cash-flow protection may be narrow, and market access for
refinancing is likely to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt
instruments in this category may lack sufficient margins of
protection.
Commercial Paper
Issuers (or supporting institutions) rated Prime-1 have a superior ability for
repayment of senior short-term debt obligations. Prime-1 repayment ability 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.
A-6
-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
Issuers (or supporting institutions) rated Prime-2 have a strong ability for
repayment of senior short-term debt 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, may be more subject to variation than
is the case for Prime-2 securities. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
Issuers (or supporting institutions) rated Prime-3 have an acceptable
ability for repayment of senior short-term debt obligations. The effect of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.
Issuers rated Not Prime do not fall within any of the Prime rating categories.
Fitch Ratings--A brief description of the applicable Fitch Ratings
("Fitch") ratings symbols and meanings (as published by Fitch) follows:
Long-Term Credit Ratings
Investment Grade
AAA Highest credit quality. `AAA' ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. `AA' ratings denote a very low expectation of
credit risk. They indicate very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.
A High credit quality. `A' ratings denote a low expectation of credit risk.
The capacity for timely payment of financial commitments is considered
strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher
ratings.
BBB Good credit quality. `BBB' ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances
and in economic conditions are more likely to impair this capacity. This
is the lowest investment-grade category.
Speculative Grade
BB Speculative. `BB' ratings indicate that there is a possibility of credit
risk developing, particularly as the result of adverse economic change over
time; however, business or
A-7
financial alternatives may be available to allow financial commitments to
be met. Securities rated in this category are not investment grade.
B Highly speculative. `B' ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is contingent
upon a sustained, favorable business and economic environment.
CCC, CC, C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained, favorable
business or economic developments. A `CC' rating indicates that default of
some kind appears probable. `C' ratings signal imminent default.
DDD, DD, and D Default. The ratings of obligations in this category are based on
their prospects for achieving partial or full recovery in a reorganization
or liquidation of the obligor. While expected recovery values are highly
speculative and cannot be estimated with any precision, the following serve
as general guidelines. `DDD' obligations have the highest potential for
recovery, around 90%-100% of outstanding amounts and accrued interest. `DD'
indicates potential recoveries in the range of 50%-90%, and `D' the lowest
recovery potential, i.e., below 50%. Entities rated in this category have
defaulted on some or all of their obligations. Entities rated `DDD' have
the highest prospect for resumption of performance or continued operation
with or without a formal reorganization process. Entities rated `DD' and
`D' are generally undergoing a formal reorganization or liquidation
process; those rated `DD' are likely to satisfy a higher portion of their
outstanding obligations, while entities rated `D' have a poor prospect for
repaying all obligations.
Short-Term Credit Ratings
A short-term rating has a time horizon of less than 12 months for most
obligations, or up to three years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to meet financial commitments
in a timely manner.
F1 Highest credit quality. Indicates the strongest capacity for timely payment
of financial commitments; may have an added "+" to denote any exceptionally
strong credit feature.
F2 Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of the higher ratings.
F3 Fair credit quality. The capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could result in
a reduction to non-investment grade.
B Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.
A-8
C High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable
business and economic environment.
D Default. Denotes actual or imminent payment default.
Notes to Long-term and Short-term ratings:
"+" or "-" may be appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to the `AAA' Long-term rating
category, to categories below `CCC', or to Short-term ratings other than `F1'.
`NR' indicates that Fitch Ratings does not rate the issuer or issue in question.
`Withdrawn': A rating is withdrawn when Fitch Ratings deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.
Rating Watch: Ratings are placed on Rating Watch to notify investors that there
is a reasonable probability of a rating change and the likely direction of such
change. These are designated as "Positive", indicating a potential upgrade,
"Negative", for a potential downgrade, or "Evolving", if ratings may be raised,
lowered or maintained. Rating Watch is typically resolved over a relatively
short period.
A Rating Outlook indicates the direction a rating is likely to move over a one
to two year period. Outlooks may be positive, stable, or negative. A positive or
negative Rating Outlook does not imply a rating change is inevitable. Similarly,
ratings for which outlooks are `stable' could be downgraded before an outlook
moves to positive or negative if circumstances warrant such an action.
Occasionally, Fitch Ratings may be unable to identify the fundamental trend. In
these cases, the Rating Outlook may be described as evolving.
A-9
APPENDIX B
TAXABLE EQUIVALENT YIELD TABLES
The taxable equivalent yield is the current yield you would need to earn on
a taxable investment in order to equal a stated tax-free yield on a municipal
investment. To assist you to more easily compare municipal investments like
the Fund with taxable alternative investments, the table below presents the
taxable equivalent yields for a range of hypothetical tax-free yields assuming
the stated marginal federal tax rates for 2003 listed below:
Taxable Equivalent of Tax-Free Yields
Tax Free Yields
[TO COME]
CALIFORNIA
The following tables show the approximate taxable yields for individuals
that are equivalent to tax-free yields under combined federal and California
state tax rates, using published 2003 marginal federal tax rates and marginal
California tax rates currently available and scheduled to be in effect.
[TO COME]
APPENDIX C
DESCRIPTION OF INSURERS
Set forth below is information about the various municipal bond insurers
with whom the Fund intends to maintain specific insurance policies for
particular municipal bonds or policies of portfolio insurance. The information
in this Appendix is based on information supplied by the insurers, and the Fund
cannot verify its accuracy and completeness.
AMBAC ASSURANCE CORPORATION ("AMBAC ASSURANCE")
Payment Pursuant to Financial Guaranty Insurance Policy
Ambac Assurance has made a commitment to issue a financial guaranty insurance
policy (the "Financial Guaranty Insurance Policy") relating to the bonds
effective as of the date of issuance of the bonds. Under the terms of the
Financial Guaranty Insurance Policy, Ambac Assurance will pay to The Bank of New
York, in New York, New York or any successor thereto (the "Insurance Trustee")
that portion of the principal of and interest on the bonds which shall become
Due for Payment but shall be unpaid by reason of Nonpayment by the Obligor (as
such terms are defined in the Financial Guaranty Insurance Policy). Ambac
Assurance will make such payments to the Insurance Trustee on the later of the
date on which such principal and interest becomes Due for Payment or within one
business day following the date on which Ambac Assurance shall have received
notice of Nonpayment from the Trustee/Paying Agent. The insurance will
extend for the term of the bonds and, once issued, cannot be canceled by Ambac
Assurance.
The Financial Guaranty Insurance Policy will insure payment only on stated
maturity dates and on mandatory sinking fund installment dates, in the case of
principal, and on stated dates for payment, in the case of interest. If the
bonds become subject to mandatory redemption and insufficient funds are
available for redemption of all outstanding bonds, Ambac Assurance will remain
obligated to pay principal of and interest on outstanding bonds on the
originally scheduled interest and principal payment dates including mandatory
sinking fund redemption dates. In the event of any acceleration of the principal
of the bonds, the insured payments will be made at such times and in such
amounts as would have been made had there not been an acceleration.
In the event the Bond Registrar has notice that any payment of principal of
or interest on a bond which has become Due for Payment and which is made to a
Holder by or on behalf of the Obligor has been deemed a preferential transfer
and theretofore recovered from its registered owner pursuant to the United
States Bankruptcy Code in accordance with a final, nonappealable order of a
court of competent jurisdiction, such registered owner will be entitled to
payment from Ambac Assurance to the extent of such recovery if sufficient funds
are not otherwise available.
The Financial Guaranty Insurance Policy does not insure any risk other than
Nonpayment, as defined in the Policy. Specifically, the Financial Guaranty
Insurance Policy does not cover:
1. payment on acceleration, as a result of a call for redemption
(other than mandatory sinking fund redemption) or as a result of any other
advancement of maturity.
2. payment of any redemption, prepayment or acceleration premium.
3. nonpayment of principal or interest caused by the insolvency or
negligence of any Trustee or Paying Agent, if any.
If it becomes necessary to call upon the Financial Guaranty Insurance
Policy, payment of principal requires surrender of bonds to the Insurance
Trustee together with an appropriate instrument of assignment so as to permit
ownership of such bonds to be registered in the name of Ambac Assurance to the
extent of the payment under the Financial Guaranty Insurance Policy. Payment of
interest pursuant to the Financial Guaranty Insurance Policy requires proof of
Holder entitlement to interest payments and an appropriate assignment of the
Holder's right to payment to Ambac Assurance.
Upon payment of the insurance benefits, Ambac Assurance will become the
owner of the bond, appurtenant coupon, if any, or right to payment of principal
or interest on such bond and will be fully subrogated to the surrendering
Holder's rights to payment.
Ambac Assurance
Ambac Assurance Corporation ("Ambac Assurance") is a Wisconsin-domiciled
stock insurance corporation regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin and licensed to do business in 50 states,
the District of Columbia, the Territory of Guam and the Commonwealth of Puerto
Rico, with admitted assets of approximately $5,587,000,000 (unaudited) and
statutory capital of approximately $3,453,000,000 (unaudited) as of June 30,
2002. Statutory capital consists of Ambac Assurance's policyholders' surplus and
statutory contingency reserve. Standard & Poor's Credit Markets Services, a
division of The McGraw-Hill Companies, Moody's Investors Service and Fitch, Inc.
have each assigned a triple-A financial strength rating to Ambac Assurance.
Ambac Assurance has obtained a ruling from the Internal Revenue Service to the
effect that the insuring of an obligation to Ambac Assurance will not affect the
treatment for federal income tax purposes of interest on such obligation and
that insurance proceeds representing maturing interest paid by Ambac Assurance
under policy provisions substantially identical to those contained in its
municipal bond insurance policy shall be treated for federal income tax purposes
in the same manner as if such payments were made by the issuer of the bonds.
Ambac Assurance makes no representation regarding the bonds or the
advisability of investing in the bonds and makes no representation regarding,
nor has it participated in the preparation of, the Prospectus and Statement of
Additional Information, other than the information supplied by Ambac Assurance
and presented under this heading "Ambac Assurance Corporation."
Available Information
The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the
"Company"), is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). These reports, proxy statements
and other information may be inspected and copied at the SEC's public reference
facilities at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room. The
SEC maintains an internet site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding companies that
file electronically with the SEC, including the Company. In addition, the
aforementioned material may also be inspected at the offices of the New York
Stock Exchange, Inc. (the "NYSE") at 20 Broad Street, New York, New York 10005.
Copies of Ambac Assurance's financial statements prepared in accordance
with statutory accounting standards are available from Ambac Assurance. The
address of Ambac Assurance's administrative offices and its telephone number are
One State Street Plaza, 19th Floor, New York, New York 10004 and (212) 668-0340.
FINANCIAL SECURITY ASSURANCE INC. ("FINANCIAL SECURITY")
Bond Insurance Policy
---------------------
Concurrently with the issuance of the bonds, Financial Security Assurance
Inc. ("Financial Security") will issue its Municipal Bond Insurance Policy for
the bonds (the "Policy"). The Policy guarantees the scheduled payment of
principal of and interest on the bonds when due.
The Policy is not covered by any insurance security or guaranty fund
established under New York, California, Connecticut or Florida insurance law.
Financial Security Assurance Inc.
---------------------------------
Financial Security is a New York domiciled insurance company and a wholly
owned subsidiary of Financial Security Assurance Holdings Ltd. ("Holdings").
Holdings is an indirect subsidiary of Dexia, S.A., a publicly held Belgian
corporation. Dexia, S.A., through its bank subsidiaries, is primarily engaged in
the business of public finance in France, Belgium and other European countries.
No shareholder of Holdings or Financial Security is liable for the obligations
of Financial Security.
At June 30, 2002, Financial Security's total policyholders' surplus and
contingency reserves were approximately $1,710,044,000 and its total unearned
premium reserve was approximately $898,579,000 in accordance with statutory
accounting principles. At June 30, 2002, Financial Security's total
shareholders' equity was approximately $1,817,013,000 and its total net unearned
premium reserve was approximately $744,499,000 in accordance with generally
accepted accounting principles.
The financial statements included as exhibits to the annual and quarterly
reports filed by Holdings with the Securities and Exchange Commission are hereby
incorporated herein by reference. Also incorporated herein by reference are any
such financial statements so filed from the date of this Statement of Additional
Information until the termination of the offering of the bonds. Copies of
materials incorporated by reference will be provided upon request to Financial
Security Assurance Inc.: 350 Park Avenue, New York, New York 10022, Attention:
Communications Department (telephone (212) 826-0100).
The policy does not protect investors against changes in market value of
the bonds, which market value may be impaired as a result of changes in
prevailing interest rates, changes in applicable ratings or other causes.
Financial Security makes no representation regarding the bonds or the
advisability of investing in the bonds. Financial Security makes no
representation regarding the Prospectus or Statement of Additional Information,
nor has it participated in the preparation thereof, except that Financial
Security has provided to the Fund the information presented under this caption
for inclusion in the Statement of Additional Information.
C-1
MBIA INSURANCE CORPORATION ("MBIA")
The MBIA Insurance Corporation Insurance Policy
The following information has been furnished by MBIA Insurance Corporation
("MBIA") for use in this Statement of Additional Information.
MBIA's policy unconditionally and irrevocably guarantees the full and
complete payment required to be made by or on behalf of the Issuer to the Paying
Agent or its successor of an amount equal to (i) the principal of (either at the
stated maturity or by an advancement of maturity pursuant to a mandatory sinking
fund payment) and interest on, the bonds as such payments shall become due but
shall not be so paid (except that in the event of any acceleration of the due
date of such principal by reason of mandatory or optional redemption or
acceleration resulting from default or otherwise, other than any advancement of
maturity pursuant to a mandatory sinking fund payment, the payments guaranteed
by MBIA's policy shall be made in such amounts and at such times as such
payments of principal would have been due had there not been any such
acceleration); and (ii) the reimbursement of any such payment which is
subsequently recovered from any owner of the bonds pursuant to a final judgment
by a court of competent jurisdiction that such payment constitutes an avoidable
preference to such owner within the meaning of any applicable bankruptcy law
(a "Preference").
MBIA's policy does not insure against loss of any prepayment premium which
may at any time be payable with respect to any bonds. MBIA's policy does not,
under any circumstance, insure against loss relating to: (i) optional or
mandatory redemptions (other than mandatory sinking fund redemptions); (ii) any
payments to be made on an accelerated basis; (iii) payments on the purchase
price of bonds upon tender by an owner thereof; or (iv) any Preference relating
to (i) through (iii) above. MBIA's policy also does not insure against
nonpayment of principal of or interest on the bonds resulting from the
insolvency, negligence or any other act or omission of the Paying Agent or any
other paying agent for the bonds.
Upon receipt of telephonic or telegraphic notice, such notice subsequently
confirmed in writing by registered or certified mail, or upon receipt of written
notice by registered or certified mail, by MBIA from the Paying Agent or any
owner of a bond the payment of an insured amount for which is then due, that
such required payment has not been made, MBIA on the due date of such payment or
within one business day after receipt of notice of such nonpayment, whichever is
later, will make a deposit of funds, in an account with State Street Bank and
Trust Company, N.A., in New York, New York, or its successor, sufficient for the
payment of any such insured amounts which are then due. Upon presentment and
surrender of such bonds or presentment of such other proof of ownership of the
bonds, together with any appropriate instruments of assignment to evidence the
assignment of the insured amounts due to the bonds as are paid by MBIA, and
appropriate instruments to effect the appointment of MBIA as agent for such
owners of the bonds in any legal proceeding related to payment of insured
amounts on the bonds, such instruments being in a form satisfactory to State
Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A.
shall disburse to such owners or the Paying Agent payment of the insured amounts
due on such bonds, less any amount held by the Paying Agent for the payment of
such insured amounts and legally available therefor.
MBIA
MBIA Insurance Corporation ("MBIA") is the principal operating subsidiary
of MBIA Inc., a New York Stock Exchange listed company (the "Company"). The
Company is not obligated to pay the debts of or claims against MBIA. MBIA is
domiciled in the State of New York and licensed to do business in and subject to
regulation under the laws of all 50 states, the District of Columbia, the
Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands,
the Virgin Islands of the United States and the Territory of Guam. MBIA has
three branches, one in the Republic of France, one in the Republic of Singapore
and one in the Kingdom of Spain. New York has laws prescribing minimum capital
requirements, limiting classes and concentrations of investments and requiring
the approval of policy rates and forms. State laws also regulate the amount of
both the aggregate and individual risks that may be insured, the payment of
dividends by MBIA, changes in control and transactions among affiliates.
Additionally, MBIA is required to maintain contingency reserves on its
liabilities in certain amounts and for certain periods of time.
MBIA does not accept any responsibility for the accuracy or completeness of
this Prospectus or Statement of Additional Information or any information or
disclosure contained herein, or omitted herefrom, other than with respect to the
accuracy of the information regarding the policy and MBIA set forth under the
heading "MBIA Insurance Corporation". Additionally, MBIA makes no representation
regarding the bonds or the advisability of investing in the bonds.
The Financial Guarantee Insurance Policies are not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
MBIA Information
The Company files annual, quarterly and special reports, information
statements and other information with the SEC under File No. 1-9583. Copies of
the SEC filings (including (1) the Company's Annual Report on Form 10-K for the
year ended December 31, 2001, and (2) the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2002), are available (i) over the Internet
at the SEC's web site at http://www.sec.gov; (ii) at the SEC's public reference
room in Washington D.C.; (iii) over the Internet at the Company's web site at
http://www.mbia.com; and (iv) at no cost, upon request to MBIA Insurance
Corporation, 113 King Street, Armonk, New York 10504. The telephone number of
MBIA is (914) 273-4545.
As of December 31, 2001, MBIA had admitted assets of $8.5 billion
(audited), total liabilities of $5.6 billion (audited), and total capital and
surplus of $2.9 billion (audited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulaltory
authorities. As of June 30, 2002, MBIA had admitted assets of $8.7 billion
(unaudited), total liabilities of $5.7 billion (unaudited), and total capital
and surplus of $3.0 billion (unaudited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory
authorities.
Financial Strength Ratings of MBIA
Moody's Investors Service, Inc. rates the financial strength of MBIA "Aaa."
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. rates the
financial strength of MBIA "AAA."
Fitch Ratings. rates the financial strength of MBIA "AAA."
Each rating of MBIA should be evaluated independently. The ratings reflect
the respective rating agency's current assessment of the creditworthiness of
MBIA and its ability to pay claims on its policies of insurance. Any further
explanation as to the significance of the above ratings may be obtained only
from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the bonds,
and such ratings may be subject to revision or withdrawal at any time by the
rating agencies. Any downward revision or withdrawal of any of the above ratings
may have an adverse effect on the market price of the bonds. MBIA does not
guaranty the market price of the bonds nor does it guaranty that the ratings on
the bonds will not be revised or withdrawn.
In the event the Insurer were to become insolvent, any claims arising under
a policy of financial guaranty insurance are excluded from coverage by the
California Insurance Guaranty Association, established pursuant to Article 14.2
(commencing with Section 1063) of Chapter 1 of Part 2 of Division 1 of the
California Insurance Code.
C-2
FINANCIAL GUARANTY INSURANCE COMPANY ("FINANCIAL GUARANTY")
Concurrently with the issuance of the Bonds, Financial Guaranty Insurance
Company, doing business in California as FGIC Insurance Company ("Financial
Guaranty") will issue its Municipal Bond New Issue Insurance Policy (the
"Policy") for the Bonds described in the Policy (as used under this heading, the
"Bonds"). The Policy unconditionally guarantees the payment of that portion of
the principal or accreted value (if applicable) of and interest on the Bonds
which has become due for payment, but shall be unpaid by reason of nonpayment by
the issuer of the Bonds (the "Issuer"). Financial Guaranty will make such
payments to State Street Bank and Trust Company, N.A., or its successor as its
agent (the "Fiscal Agent"), on the later of the date on which such principal,
accreted value or interest (as applicable) is due or on the business day next
following the day on which Financial Guaranty shall have received telephonic or
telegraphic notice, subsequently confirmed in writing, or written notice by
registered or certified mail, from an owner of Bonds or the Paying Agent of the
nonpayment of such amount by the Issuer. The Fiscal Agent will disburse such
amount due on any Bond to its owner upon receipt by the Fiscal Agent of evidence
satisfactory to the Fiscal Agent of the owner's right to receive payment of the
principal, accreted value or interest (as applicable) due for payment and
evidence, including any appropriate instruments of assignment, that all of such
owner's rights to payment of such principal, accreted value or interest (as
applicable) shall be vested in Financial Guaranty. The term "nonpayment" in
respect of a Bond includes any payment of principal, accreted value or interest
(as applicable) made to an owner of a Bond which has been recovered from such
owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy
in accordance with a final, nonappealable order of a court having competent
jurisdiction.
C-3
The Policy is non-cancellable and the premium will be fully paid at the
time of delivery of the Bonds. The Policy covers failure to pay principal or
accreted value (if applicable) of the Bonds on their respective stated maturity
dates or dates on which the same shall have been duly called for mandatory
sinking fund redemption, and not on any other date on which the Bonds may have
been otherwise called for redemption, accelerated or advanced in maturity, and
covers the failure to pay an installment of interest on the stated date for its
payment.
Generally, in connection with its insurance of an issue of municipal
securities, Financial Guaranty requires, among other things, (i) that it be
granted the power to exercise any rights granted to the holders of such
securities upon the occurrence of an event of default, without the consent of
such holders, and that such holders may not exercise such rights without
Financial Guaranty's consent, in each case so long as Financial Guaranty has not
failed to comply with its payment obligations under its insurance policy; and
(ii) that any amendment or supplement to or other modification of the principal
legal documents be subject to Financial Guaranty's consent. The specific rights,
if any, granted to Financial Guaranty in connection with its insurance of the
Bonds are set forth in the prospectus. Reference should be made as well to such
description for a discussion of the circumstances, if any, under which the Fund
will provide additional or substitute credit enhancement, and related matters.
The Policy is not covered by the Property/Casualty Insurance Security Fund
specified in Article 76 of the New York Insurance Law.
C-4
Financial Guaranty is a wholly-owned subsidiary of FGIC Corporation (the
"Corporation"), a Delaware holding company. The Corporation is a subsidiary of
General Electric Capital Corporation ("GE Capital"). Neither the Corporation nor
GE Capital is obligated to pay the debts of or the claims against Financial
Guaranty. Financial Guaranty is a monoline financial guaranty insurer domiciled
in the State of New York and subject to regulation by the State of New York
Insurance Department. As of June 30, 2002, the total capital and surplus of
Financial Guaranty was approximately $1.01 billion. Financial Guaranty prepares
financial statements on the basis of both statutory accounting principles and
generally accepted accounting principles. Copies of such financial statements
may be obtained by writing to Financial Guaranty at 125 Park Avenue, New York,
New York 10017, Attention: Communications Department (telephone number:
212-312-3000) or to the New York State Insurance Department at 25 Beaver Street,
New York, New York 10004-2319, Attention: Financial Condition Property/Casualty
Bureau (telephone number: 212-480-5187).
RATINGS
The above municipal bond insurers have insurance claims-paying ability
ratings of AAA from S&P and Aaa from Moody's. Financial Guaranty also has an
insurance claims-paying ability rating of AAA from Fitch. An S&P insurance
claims-paying ability rating is an assessment of an operating insurance
company's financial capacity to meet obligations under an insurance policy in
accordance with its terms. An insurer with an insurance claims-paying ability
rating of AAA has the highest rating assigned by S&P. Capacity to honor
insurance contracts is adjudged by S&P to be extremely strong and highly likely
to remain so over a long period of time. A Moody's insurance claims-paying
ability rating is an opinion of the ability of an insurance company to repay
punctually senior policyholder obligations and claims. An insurer with an
insurance claims-paying ability rating of Aaa is adjudged by Moody's to be of
the best quality. In the opinion of Moody's, the policy obligations of an
insurance company with an insurance claims-paying ability rating of Aaa carry
the smallest degree of credit risk and, while the financial strength of these
companies is likely to change, such changes as can be visualized are most
unlikely to impair the company's fundamentally strong position.
An insurance claims-paying ability rating by S&P or Moody's does not
constitute an opinion on any specific contract in that such an opinion can only
be rendered upon the review of the specific insurance contract. Furthermore, an
insurance claims-paying ability rating does not take into account deductibles,
surrender or cancellation penalties or the timeliness of payment, nor does it
address the ability of a company to meet nonpolicy obligations (i.e., debt
contracts).
The assignment of ratings by S&P or Moody's to debt issues that are fully
or partially supported by insurance policies, contracts or guarantees is a
separate process from the determination of claims-paying ability ratings. The
likelihood of a timely flow of funds from the insurer to the trustee for the
bondholders is a key element in the rating determination for such debt issues.
S&P's and Moody's ratings are not recommendations to buy, sell or hold the
municipal bonds insured by policies issued by AMBAC Assurance, Financial
Security, MBIA or Financial Guaranty and such ratings may be subject to revision
or withdrawal at any time by the rating
C-5
agencies. Any downward revision or withdrawal of either or both ratings may have
an adverse effect on the market price of the municipal bonds insured by policies
issued by AMBAC Assurance, Financial Security, MBIA or Financial Guaranty.
S&P's ratings of AMBAC Assurance, Financial Security, MBIA and Financial
Guaranty should be evaluated independent of Moody's ratings. Any further
explanation as to the significance of the ratings may be obtained only from the
applicable rating agency. See Appendix A for more information about ratings by
Moody's and S&P.
C-6
APPENDIX D
HEDGING STRATEGIES AND RISKS
Set forth below is additional information regarding the various defensive
hedging techniques.
Futures and Index Transactions
Financial Futures
A financial future is an agreement between two parties to buy and sell a
security for a set price on a future date. They have been designed by boards of
trade which have been designated "contracts markets" by the Commodity Futures
Trading Commission ("CFTC").
The purchase of financial futures is for the purpose of hedging the Fund's
existing or anticipated holdings of long-term debt securities. When the Fund
purchases a financial future, it deposits in cash or securities an "initial
margin" of between 1% and 5% of the contract amount. Thereafter, the Fund's
account is either credited or debited on a daily basis in correlation with the
fluctuation in price of the underlying future or other requirements imposed by
the exchange in order to maintain an orderly market. The Fund must make
additional payments to cover debits to its account and has the right to withdraw
credits in excess of the liquidity, the Fund may close out its position at any
time prior to expiration of the financial future by taking an opposite position.
At closing a final determination of debits and credits is made, additional cash
is paid by or to the Fund to settle the final determination and the Fund
realizes a loss or gain depending on whether on a net basis it made or received
such payments.
The sale of financial futures is for the purpose of hedging the Fund's
existing or anticipated holdings of long-term debt securities. For example, if
the Fund owns long-term bonds and interest rates were expected to increase, it
might sell financial futures. If interest rates did increase, the value of
long-term bonds in the Fund's portfolio would decline, but the value of the
Fund's financial futures would be expected to increase at approximately the same
rate thereby keeping the net asset value of the Fund from declining as much as
it otherwise would have.
Among the risks associated with the use of financial futures by the Fund as
a hedging device, perhaps the most significant is the imperfect correlation
between movements in the price of the financial futures and movements in the
price of the debt securities which are the subject of the hedge.
Thus, if the price of the financial future moves less or more than the
price of the securities which are the subject of the hedge, the hedge will not
be fully effective. To compensate for this imperfect correlation, the Fund may
enter into financial futures in a greater dollar amount than the dollar amount
of the securities being hedged if the historical volatility of the prices of
such securities has been greater than the historical volatility of the financial
futures. Conversely, the Fund may enter into fewer financial futures if the
historical volatility of the price of the securities being hedged is less than
the historical volatility of the financial futures.
D-1
The market prices of financial futures may also be affected by factors
other than interest rates. One of these factors is the possibility that rapid
changes in the volume of closing transactions, whether due to volatile markets
or movements by speculators, would temporarily distort the normal relationship
between the markets in the financial future and the chosen debt securities. In
these circumstances as well as in periods of rapid and large price movements.
The Fund might find it difficult or impossible to close out a particular
transaction.
Options on Financial Futures
The Fund may also purchase put or call options on financial futures which
are traded on a U.S. Exchange or board of trade and enter into closing
transactions with respect to such options to terminate an existing position.
Currently, options can be purchased with respect to financial futures on U.S.
Treasury Bonds on The Chicago Board of Trade. The purchase of put options on
financial futures is analogous to the purchase of put options by the Fund on its
portfolio securities to hedge against the risk of rising interest rates. As with
options on debt securities, the holder of an option may terminate his position
by selling an option of the Fund. There is no guarantee that such closing
transactions can be effected.
Index Contracts
Index Futures
A tax-exempt bond index which assigns relative values to the tax-exempt
bonds included in the index is traded on the Chicago Board of Trade. The index
fluctuates with changes in the market values of all tax-exempt bonds included
rather than a single bond. An index future is a bilateral agreement pursuant to
which two parties agree to take or make delivery of an amount of cash-rather
than any security-equal to a specified dollar amount times the difference
between the index value at the close of the last trading day of the contract and
the price at which the index future was originally written. Thus, an index
future is similar to traditional financial futures except that settlement is
made in cash.
Index Options
The Fund may also purchase put or call options on U.S. Government or tax-
exempt bond index futures and enter into closing transactions with respect to
such options to terminate an existing position. Options on index futures are
similar to options on debt instruments except that an option on an index future
gives the purchaser the right, in return for the premium paid, to assume a
position in an index contract rather than an underlying security at a specified
exercise price at any time during the period of the option. Upon exercise of
the option, the delivery of the futures position by the writer of the option to
the holder of the option will be accompanied by delivery of the accumulated
balance of the writer's futures margin account which represents the amount by
which the market price of the index futures contract, at exercise, is less than
the exercise price of the option on the index future.
Bond index futures and options transactions would be subject to risks
similar to transactions in financial futures and options thereon as described
above. No series will enter into transactions in index or financial futures or
related options unless and until, in the Adviser's opinion, the market for such
instruments has developed sufficiently.
D-2
APPENDIX E
Factors Pertaining to California
[TO COME]
E-1
APPENDIX F
PERFORMANCE RELATED AND COMPARATIVE INFORMATION
The Fund may be a suitable investment for a shareholder that is thinking of
adding bond investments to his portfolio to balance the appreciated stocks that
the shareholder is holding. Municipal bonds can provide double, tax-free income
(exempt from regular federal and state income taxes) for residents of that
state.
The Fund may quote certain performance-related information and may compare
certain aspects of its portfolio and structure to other substantially similar
closed-end funds as categorized by Lipper, Inc. ("Lipper"), Morningstar or other
independent services. Comparison of the Fund to an alternative investment should
be made with consideration of differences in features and expected performance.
The Fund may obtain data from sources or reporting services, such as Bloomberg
Financial ("Bloomberg") and Lipper, that the Fund believes to be generally
accurate. According to Thomson Wealth Management, Nuveen is the leading sponsor
of municipal closed-end exchange-traded bond funds measured by the number of
funds (92) and fund assets under management ($33 billion) as of October 31,
2002.
F-1
Past performance is not indicative of future results. At the time Common
Shareholders sell their shares, they may be worth more or less than their
original investment.
Features of Nuveen Municipal Closed-End ETFs
Many investors have found municipal closed-end exchange-traded funds to be a
versatile addition to their overall portfolios. Their features include:
Monthly dividends
Enhanced income potential through leverage
Automatic dividend reinvestment*
Exchange listing
Widespread price visibility
Convenient intra-day trading*
Professional management
Low minimum investment
*As outlined elsewhere in this SAI, share prices will fluctuate. Systematic
reinvestment does not ensure a profit, nor does it protect you against a loss in
a declining market.
Over time, the existing Nuveen municipal closed-end exchange-traded funds have
generally traded at greater premiums or smaller discounts than funds of other
sponsors. This has translated into share prices that were higher for Nuveen
Fund shareholders, as compared to the prices of other sponsors' funds.
On Average, Nuveen Municipal Funds Have Traded at Greater Premiums or Smaller
Discounts than Competing Funds
[Graph Appears Here]
Average Nuveen Municipal Closed-End
ETF Premium/Discount Advantage
26-Sep-97 0.043137061
3-Oct-97 0.041079948
10-Oct-97 0.036549511
17-Oct-97 0.037820911
24-Oct-97 0.036572942
31-Oct-97 0.036296244
7-Nov-97 0.036971035
14-Nov-97 0.037746733
21-Nov-97 0.036235724
28-Nov-97 0.034928058
5-Dec-97 0.03759602
12-Dec-97 0.03694678
19-Dec-97 0.039660897
26-Dec-97 0.039236665
2-Jan-98 0.039619687
9-Jan-98 0.044366773
16-Jan-98 0.038933121
23-Jan-98 0.037478394
30-Jan-98 0.040981632
6-Feb-98 0.044253503
13-Feb-98 0.048217687
20-Feb-98 0.045418904
27-Feb-98 0.045606483
6-Mar-98 0.05044092
13-Mar-98 0.053888158
20-Mar-98 0.054673246
27-Mar-98 0.053675439
3-Apr-98 0.055637624
9-Apr-98 0.052235894
17-Apr-98 0.054192034
24-Apr-98 0.050518374
8-May-98 0.049896385
15-May-98 0.051353821
22-May-98 0.051483104
29-May-98 0.045881903
5-Jun-98 0.055602496
12-Jun-98 0.055573296
19-Jun-98 0.053353468
26-Jun-98 0.050081479
2-Jul-98 0.050875309
10-Jul-98 0.05453185
17-Jul-98 0.049196788
24-Jul-98 0.048390204
31-Jul-98 0.051474744
7-Aug-98 0.049411162
14-Aug-98 0.049813964
21-Aug-98 0.05188779
28-Aug-98 0.051906354
4-Sep-98 0.050087127
11-Sep-98 0.04917935
18-Sep-98 0.046593528
25-Sep-98 0.047709123
2-Oct-98 0.057751133
9-Oct-98 0.054570175
16-Oct-98 0.056760965
23-Oct-98 0.048675439
30-Oct-98 0.049666667
6-Nov-98 0.046473684
20-Nov-98 0.043697368
27-Nov-98 0.042625
4-Dec-98 0.048682018
11-Dec-98 0.047938596
18-Dec-98 0.045574561
24-Dec-98 0.044484649
8-Jan-99 0.040269737
15-Jan-99 0.032574561
22-Jan-99 0.032019737
29-Jan-99 0.032486842
5-Feb-99 0.042296053
12-Feb-99 0.042750239
19-Feb-99 0.043902073
26-Feb-99 0.044498884
5-Mar-99 0.04725933
19-Mar-99 0.054052316
26-Mar-99 0.053597122
1-Apr-99 0.058263788
9-Apr-99 0.049830129
16-Apr-99 0.059694926
23-Apr-99 0.060500788
30-Apr-99 0.059889169
7-May-99 0.057512974
14-May-99 0.056063872
21-May-99 0.051220927
28-May-99 0.05302889
4-Jun-99 0.05539521
11-Jun-99 0.057811171
18-Jun-99 0.06445
25-Jun-99 0.067863095
2-Jul-99 0.068096429
9-Jul-99 0.071166667
16-Jul-99 0.076167857
23-Jul-99 0.081947619
30-Jul-99 0.082119048
6-Aug-99 0.077934884
20-Aug-99 0.07645155
27-Aug-99 0.074089922
3-Sep-99 0.074571839
10-Sep-99 0.076186207
17-Sep-99 0.069099425
24-Sep-99 0.070118571
1-Oct-99 0.055396667
8-Oct-99 0.063321841
15-Oct-99 0.060172669
22-Oct-99 0.057560767
29-Oct-99 0.056708398
5-Nov-99 0.057400231
12-Nov-99 0.052517238
19-Nov-99 0.052458398
26-Nov-99 0.050856895
10-Dec-99 0.029167111
17-Dec-99 0.022930972
23-Dec-99 0.031247988
31-Dec-99 0.030041852
7-Jan-00 0.034098191
14-Jan-00 0.02985598
21-Jan-00 0.030763375
28-Jan-00 0.036890351
4-Feb-00 0.043249219
11-Feb-00 0.042941578
18-Feb-00 0.037741596
25-Feb-00 0.037772843
3-Mar-00 0.031488401
10-Mar-00 0.035108011
17-Mar-00 0.040553742
24-Mar-00 0.046507843
31-Mar-00 0.0504471
7-Apr-00 0.047919915
14-Apr-00 0.045770233
20-Apr-00 0.041533157
28-Apr-00 0.041838665
5-May-00 0.046265678
12-May-00 0.042325106
19-May-00 0.046130932
26-May-00 0.04666536
2-Jun-00 0.047785911
9-Jun-00 0.049809534
16-Jun-00 0.048623199
23-Jun-00 0.044137394
30-Jun-00 0.040320869
7-Jul-00 0.045994597
14-Jul-00 0.038319492
21-Jul-00 0.037719386
28-Jul-00 0.042682839
4-Aug-00 0.044612288
11-Aug-00 0.042435805
18-Aug-00 0.037838661
25-Aug-00 0.040834263
1-Sep-00 0.043817958
8-Sep-00 0.042935636
15-Sep-00 0.038175499
22-Sep-00 0.041251663
29-Sep-00 0.040976185
6-Oct-00 0.04203186
13-Oct-00 0.031649968
20-Oct-00 0.034736966
27-Oct-00 0.044490667
3-Nov-00 0.052386183
17-Nov-00 0.053132482
24-Nov-00 0.054112744
1-Dec-00 0.023133662
8-Dec-00 0.048791139
15-Dec-00 0.051525316
22-Dec-00 0.048712615
29-Dec-00 0.051922656
5-Jan-01 0.058615104
12-Jan-01 0.056114246
19-Jan-01 0.054739501
26-Jan-01 0.055520134
2-Feb-01 0.058139048
9-Feb-01 0.051868149
16-Feb-01 0.051985582
23-Feb-01 0.054773168
2-Mar-01 0.037264033
9-Mar-01 0.056907458
16-Mar-01 0.05181887
23-Mar-01 0.046485198
30-Mar-01 0.051052429
6-Apr-01 0.053114011
12-Apr-01 0.057032542
20-Apr-01 0.057815266
27-Apr-01 0.058606757
4-May-01 0.073973346
11-May-01 0.047453979
18-May-01 0.072847939
25-May-01 0.068227804
1-Jun-01 0.071706711
8-Jun-01 0.071167402
15-Jun-01 0.062091156
22-Jun-01 0.072736735
29-Jun-01 0.060622449
6-Jul-01 0.075916
13-Jul-01 0.061898
20-Jul-01 0.073488
27-Jul-01 0.072848
3-Aug-01 0.072396
10-Aug-01 0.071645
17-Aug-01 0.069541
24_Aug-01 0.067018
31-Aug-01 0.056737
7-Sep-01 0.061211
10-Sep-01 0.0605
21-Sep-01 0.055704
28-Sep-01 0.054845
5-Oct-01 0.057874
12-Oct-01 0.053677
19-Oct-01 0.053425
26-Oct-01 0.056936
2-Nov-01 0.055613
9-Nov-01 0.053192
16-Nov-01 0.051534
23-Nov-01 0.056095
30-Nov-01 0.057148
7-Dec-01 0.061395
14-Dec-01 0.064372
21-Dec-01 0.057279
28-Dec-01 0.055627
4-Jan-02 0.051193
11-Jan-02 0.053965
18-Jan-02 0.053611
25-Jan-02 0.039327
1-Feb-02 0.034753
8-Feb-02 0.057732
15-Feb-02 0.054999
22-Feb-02 0.054658
1-Mar-02 0.054265
8-Mar-02 0.060019
15-Mar-02 0.060412
22-Mar-02 0.056865
28-Mar-02 0.054582
5-Apr-02 0.048424
12-Apr-02 0.048736
19-Apr-02 0.049366
26-Apr-02 0.050541
3-May-02 0.056629
10-May-02 0.056496
17-May-02 0.058598
24-May-02 0.055657
31-May-02 0.055425
7-Jun-02 0.056835
14-Jun-02 0.055105
21-Jun-02 0.055471
28-Jun-02 0.054866
5-Jul-02 0.054265
12-Jul-02 0.053863
19-Jul-02 0.048931
26-Jul-02 0.047383
2-Aug-02 0.051048
9-Aug-02 0.047639
16-Aug-02 0.043032
23-Aug-02 0.038564
30-Aug-02 0.036177
6-Sep-02 0.035623
13-Sep-02 0.033754
20-Sep-02 0.030352
27-Sep-02 0.03362
Source: Lipper
This chart shows the week-by-week difference between the average premium or
discount for all Nuveen municipal closed-end funds and all non-Nuveen municipal
closed-end funds as reported by Lipper for the five-year period from September
26, 1997 through September 27, 2002. The weekly averages include all Nuveen and
non-Nuveen funds in existence during that week over the course of this
measurement period. As of September 27, 2002, there were 87 Nuveen funds and 170
non-Nuveen funds included in the Lipper database. Past trading history is no
guarantee of future results, and is no guarantee of how these new Funds may
trade.
The Fund will invest at least 80% of its Managed Assets in a portfolio of
municipal bonds that are covered by insurance guaranteeing the timely payment of
principal and interest thereon. For the remaining portion, the Fund will invest
approximately 10% in A rated municipal bonds and the balance in Baa/BBB rated
municipal bonds.
Tax-Free Income Is Very Attractive But AMT Liability May Reduce The Benefits Of
Tax-Free Income
The true yield of a municipal bond investment may be reduced after adjusting for
the impact of the federal alternative minimum tax (AMT). Even a relatively small
amount of income subject to AMT can have a measurable impact on the real,
after-tax yield of a municipal bond investment. For example, investors subject
to the AMT who own shares in a municipal bond fund with a 5% nominal yield and
20% of its portfolio invested in AMT bonds would see their after-tax yield
reduced by about 0.25%.
AMT Exposure Is Expected To Grow Dramatically
According to a recent report from the Urban-Brookings Tax Policy Center,
liability for the federal AMT may grow to affect 1 in 3 American taxpayers by
the end of the decade. The Center concludes that if there are no changes in
current tax laws, approximately 95% of all taxpayers with incomes between
$100,000 and $500,000 will be subject to the AMT by 2010.
The information in the paragraph above and the chart below are taken from "The
AMT: Out of Control" by Leonard E. Burman, William G. Gale, Jeffrey Rohaly and
Benjamin H. Harris. The report was published in September 2002 by the Urban
Brookings Tax Policy Center, a joint venture of the Urban Institute and the
Brookings Institution.
AMT Exposure May Grow If Current Tax Laws Don't Change
[Chart]
Adjusted Gross Income % of Total Taxpayers in Bracket
(in 2001 dollars) Expected to be Subject to AMT
2002 2010
$75,0000 - $100,000 3% 79%
$100,000 - $200,000 11% 94%
$200,000 - $500,000 36% 97%
Source: Urban-Brookings Tax Policy Center.
A Nuveen Municipal Closed-End Exchange-Traded Fund May Help Diversify A
Portfolio
Historically, investment-grade quality municipal bonds have shown low return
correlations with a number of other asset classes commonly found in individual
investors' portfolios. We believe that adding a low correlation investment such
as quality municipal bonds to an equity-oriented portfolio has the potential to
enhance the capital preservation by reducing the standard deviation of returns
of your overall portfolio over time.
Low Correlations between Municipal Bonds and Other Asset Classes May Enable a
Municipal Investment to Help Investors Reduce the Risk of Their Overall
Portfolio
September 1997 - September 2002
Correlation of Monthly Returns
Municipal Bonds 1.00
Government Bonds 0.76
Preferred Stocks 0.50
REITs -0.05
S&P 500 -0.21
Source: Ibbotson Associates, Lehman Brothers, Merrill Lynch, NAREIT.
Correlation coefficients are based on monthly return data from September 1997
through September 2002. Past correlations are not necessarily predictive of
future correlations between any of these asset classes and the Fund. Municipal
Bonds are represented by the Lehman Brothers Municipal Bond Index, an unmanaged
index comprised of bonds issued after December 31, 1990, with a minimum credit
rating of at least Baa, an outstanding par value of at least $5 million and a
remaining maturity of at least one year. Government Bonds are represented by the
Lehman Brothers Government Bond Index, an unmanaged index that includes all
public obligations of the U.S. Treasury and all publicly issued debt of U.S.
Government agencies and quasi-federal corporations, and corporate debt
guaranteed by the U.S. Government, excluding foreign-targeted issues. Preferred
stocks are represented by the Merrill Lynch Hybrid Preferred Stock Index, an
unmanaged index of all investment-grade, non-dividend received deduction
eligible preferred stock with outstanding par values of $100 million or more.
REITs are represented by the NAREIT Equity REIT Index, an unmanaged index of
publicly-traded U.S. tax-qualified REITs that have 75% or more of their invested
book assets invested in the equity ownership of real estate. The S&P 500 is an
unmanaged index of 500 large-capitalization, publicly-traded stocks representing
various industries. It is not possible to invest directly in any of these
indexes.
What Is The Alternative Minimum Tax And Why Does It Impact Certain Municipal
Bonds?
The federal alternative minimum tax (AMT) was introduced in 1969 in an effort to
prevent wealthy taxpayers from completely avoiding all federal income tax
liability. The AMT provides an alternate methodology to calculate tax liability,
and requires certain deductions, adjustments and preferences that are permitted
under regular income tax laws to be added back to gross income for the purpose
of determining AMT liability.
One of the items that must be added back to gross income for the purpose of AMT
calculation is income received from "private activity" municipal bonds.
Generally, private activity bonds are issued for the benefit of a private
company or organization such as an airline or power producer.
The Funds will not invest in AMT bonds.
F-2
Nuveen Insured California Tax-Free Advantage Municipal Fund 2 Common Shares
------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
------------------------------------------
___________, 2003
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of this filing,
other than in connection with its organization. Financial Statements indicating
that the Registrant has met the net worth requirements of Section 14(a) of the
1940 Act will be filed by Pre-effective Amendment to the Registration
Statement.
2. Exhibits:
a. Declaration of Trust dated October 31, 2002.
b. By-Laws of Registrant.
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 ___________, 2003.*
h.1 Form of Underwriting Agreement.*
h.2 Form of 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 ___________, 2003.*
k.1 Transfer Agency and Service Agreement between Registrant and State Street
Bank and Trust Company dated ___________, 2003.*
k.2 Expense Reimbursement Agreement between Registrant and Nuveen Advisory
Corp. dated ___________, 2003.*
C-1
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC.*
l.2 Opinion and consent of Bingham McCutchen LLP.*
m. None.
n. Consent of Auditors.*
o. None.
p. Subscription Agreement of Nuveen Advisory Corp. dated __________, 2003.*
q. None.
r. Code of Ethics of Nuveen Advisory Corp.
s. Powers of Attorney.
___________________
* To be filed by amendment.
Item 25: Marketing Arrangements
See Sections 2, 3 and 5(n) of the Form of Underwriting Agreement to be filed as
Exhibit h.1 to this Registration Statement.
See the Introductory Paragraph and Sections 2 and 3(d) of the Form of
Selected Dealer Agreement to be filed as Exhibit h.2 to this
Registration Statement and the Introductory Paragraph and Sections 2 and 3 of
the Form of Nuveen Master Selected Dealer Agreement to be filed as Exhibit h.3
to this Registration Statement.
See Introductory Paragraph 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
to be filed as Exhibit h.4 to this Registration Statement.
See Paragraph e of the Form of Dealer Letter Agreement between Nuveen and the
Underwriters to be filed as Exhibit h.5 to this Registration Statement.
Item 26: Other Expenses of Issuance and Distribution
Securities and Exchange Commission fees $ 1.38
National Association of Securities Dealers, Inc. fees 501.50
Printing and engraving expenses *
Legal Fees *
listing fees *
Blue Sky filing fees and expenses *
Underwriters' Reimbursement *
Miscellaneous expenses *
--------
Total $ *
========
C-2
------------
*To be completed by amendment. 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 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 February 10, 2003
Number of
Title of Class Record Holders
-------------- --------------
Common Shares, $0.01 par value 0
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-3
(c) in the event of a settlement or other disposition not involving a final
adjudication (as provided in paragraph (a) or (b)) and resulting in a
payment by a Covered Person, unless there has been either a determination
that such Covered Person did not engage in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office by the court or other body approving the settlement
or other disposition or a reasonable determination, based on a review of
readily available facts (as opposed to a full trial-type inquiry), that he
did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested Trustees
then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Covered Persons may be entitled by contract or
otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section 4
shall be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate
security or the Trust shall be insured against losses arising out of any
such advances; or
(b) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act
on the matter) or independent legal counsel in a written opinion shall
determine, based upon a review of the readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is not
an Interested Person of the Trust (including 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.
C-4
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 this
Registration Statement provides for each of the parties thereto, including the
Registrant and the Underwriters, to indemnify the others, their trustees,
directors, certain of their officers, trustees, directors and persons who
control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.
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 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,
C-5
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 Michigan 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 Michigan 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 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 Maryland Dividend
Advantage Municipal Fund, Nuveen Massachusetts Dividend Advantage Municipal
Fund, Nuveen North Carolina Dividend Advantage Municipal Fund, Nuveen Virginia
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 New Jersey Dividend Advantage Municipal Fund,
Nuveen Ohio Dividend Advantage Municipal Fund, Nuveen Pennsylvania Dividend
Advantage Municipal Fund, Nuveen Dividend Advantage Municipal Fund 3, Nuveen
California Dividend Advantage Municipal Fund 3, Nuveen Georgia Dividend
Advantage Municipal Fund, Nuveen Maryland Dividend Advantage Municipal Fund 2,
Nuveen Michigan Dividend Advantage Municipal Fund, Nuveen Ohio 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,
Nuveen North Carolina Dividend Advantage Municipal Fund 3, Nuveen Insured Tax-
Free Advantage Municipal Fund, Nuveen Insured California Tax-Free Advantage
Municipal Fund, Nuveen Insured Florida Tax-Free Advantage Municipal Fund, Nuveen
Insured Massachusetts Tax-Free Advantage Municipal Fund and Nuveen Insured New
York Tax-Free Advantage Municipal Fund.
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 this Registration Statement. Such
information for the remaining senior officers of Nuveen Advisory Corp. appears
below:
Other Business Profession, Vocation or
Name and Position with NAC Employment During Past Two Years
-------------------------- --------------------------------------
John P. Amboian, President.................... President, formerly Executive Vice President
of Nuveen Investments, Inc., Nuveen Investments, LLC,
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, General Counsel and Secretary
of Nuveen Investments, Inc., Nuveen Investments, LLC,
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 Nuveen Investments, Inc.,
Nuveen Investments, LLC 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.
C-6
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement, or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant under Rule 497(h) under the
Securities Act of 1933 shall be deemed to be part of the Registration
Statement as of the time it was declared effective.
b. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any Statement of Additional Information.
C-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 10th day of
February, 2003.
NUVEEN INSURED CALIFORNIA TAX-FREE
ADVANTAGE MUNICIPAL FUND 2
/s/ Jessica R. Droeger
________________________________________
Jessica R. Droeger, Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen D. Foy Vice President and Controller February 10, 2003
-------------------- (Principal Financial and
Stephen D. Foy Accounting Officer)
/s/ Gifford R. Zimmerman Chief Administrative
------------------------ Officer (Principal
Gifford R. Zimmerman Executive Officer)
Timothy R. Schwertfeger* Chairman of the Board and By: /s/ Jessica R. Droeger
Trustee -------------------------
Jessica R. Droeger
Attorney-In-Fact
February 10, 2003
Robert P. Bremner* Trustee
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 this Registration Statement, and Amendments
thereto, for each of the trustees of Registrant on whose behalf this
Registration Statement is filed, have been executed and filed as an exhibit.
INDEX TO EXHIBITS
a. Declaration of Trust dated October 31, 2002.
b. By-Laws of Registrant.
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 ___________, 2003.*
h.1 Form of Underwriting Agreement.*
h.2 Form of 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 __________, 2003.*
k.1 Transfer Agency and Service Agreement between Registrant and State Street
Bank and Trust Company dated _________, 2003.*
k.2 Expense Reimbursement Agreement between Registrant and Nuveen
Advisory Corp. dated ___________, 2003.*
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC.*
l.2 Opinion and consent of Bingham McCutchen LLP.*
m. None.
n. Consent of Auditors.*
o. None.
p. Subscription Agreement of Nuveen Advisory Corp. dated _________, 2003.*
q. None
r. Code of Ethics of Nuveen Advisory Corp.
s. Powers of Attorney.
___________________
* To be filed by amendment.