UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-7056
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Nuveen Select Maturities Municipal Fund
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(Exact name of registrant as specified in charter)
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
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(Address of principal executive offices) (Zip code)
Kevin J. McCarthy
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
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(Name and address of agent for service)
Registrant's telephone number, including area code: (312) 917-7700
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Date of fiscal year end: March 31
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Date of reporting period: September 30, 2007
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
SEMI-ANNUAL REPORT
September 30, 2007
Nuveen Investments
MUNICIPAL CLOSED-END FUNDS
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NUVEEN SELECT
MATURITIES
MUNICIPAL FUND
NIM
IT'S NOT WHAT YOU EARN, IT'S WHAT YOU KEEP.(R)
LOGO: NUVEEN Investments
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LIFE IS COMPLEX.
NUVEEN
MAKES THINGS
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Logo: NUVEEN Investments
Chairman's
LETTER TO SHAREHOLDERS
Photo of: Timothy R. Schwertfeger
Timothy R. Schwertfeger
Chairman of the Board
Once again, I am pleased to report that over the six-month period covered by
this report your Fund continued to provide you with attractive monthly tax-free
income. For more details about the management strategy and performance of your
Fund, please read the Portfolio Manager's Comments, the Dividend and Share Price
Information, and the Performance Overview sections of this report.
I also wanted to take this opportunity to report some important news about
Nuveen Investments. The firm recently was acquired by a group led by Madison
Dearborn Partners, LLC. While this affects the corporate structure of Nuveen
Investments, it has no impact on the investment objectives, portfolio management
strategies or dividend policy of your Fund.
With the recent volatility in the stock market, many have begun to wonder which
way the market is headed, and whether they need to adjust their holdings of
investments. No one knows what the future will bring, which is why we think a
well-balanced portfolio that is structured and carefully monitored with the help
of an investment professional is an important component in achieving your
long-term financial goals. A well-diversified portfolio may actually help to
reduce your overall investment risk, and we believe that investments like your
Nuveen Investments Fund can be important building blocks in a portfolio crafted
to perform well through a variety of market conditions.
We also are pleased to be able to offer you a choice concerning how you receive
your shareholder reports and other Fund information. As an alternative to mailed
copies, you can sign up to receive future Fund reports and other Fund
information by e-mail and the internet. The inside front cover of this report
contains information on how you can sign up.
We are grateful that you have chosen us as a partner as you pursue your
financial goals and we look forward to continuing to earn your trust in the
months and years ahead. At Nuveen Investments, our mission continues to be to
assist you and your financial advisor by offering investment services and
products that can help you to secure your financial objectives.
Sincerely,
/s/ Timothy R. Schwertfeger
Timothy R. Schwertfeger
Chairman of the Board
November 16, 2007
Portfolio Manager's COMMENTS
Nuveen Investments Municipal Closed-End Funds
NIM
Portfolio manager Paul Brennan reviews key investment strategies and the
six-month performance of the Nuveen Select Maturities Municipal Fund. With 18
years of investment experience, including 16 years with Nuveen, Paul has managed
NIM since July 2006.
WHAT KEY STRATEGIES WERE USED TO MANAGE NIM DURING THE SIX-MONTH REPORTING
PERIOD ENDED SEPTEMBER 30, 2007?
Over the course of this reporting period, we saw the yield curve steepen, as
interest rates at the short end of the curve declined and longer rates generally
rose. In this environment, we continued to emphasize a disciplined approach to
maintaining NIM's maturity profile and yield curve positioning. While we added
bonds with maturities as short as 5 years and as long as 25 years during this
period, the majority of our purchases were in the 20-year range of the yield
curve. These purchases helped to offset the shortening of the portfolio's
duration1 due to bond calls and the natural tendency of bond durations to
shorten as time passes.
During this six-month period, new municipal bond supply nationwide totaled
$214.7 billion, up 12% from that of April-September 2006. This was part of a
larger trend toward increased issuance in 2007, as municipal supply remained on
a record pace during the first nine months of the year. With the increase in
municipal issuance, we expanded our emphasis on security selection, as ample new
supply provided us with a greater variety of attractive bonds and sectors from
which to choose. In general, our focus was on finding interesting securities
with unique structures at attractive prices. During this period, we purchased
some lower-rated credits, slightly increasing our allocation to bonds rated BBB,
as well as an insured issue rated AAA. We also added bonds that were
pre-refunded or escrowed, zero coupon bonds and credits offering premium
coupons. We found these opportunities attractive based not only on their price
and structure, but also on their value potential.
To help generate cash for purchases and maintain NIM's duration within our
preferred strategic range, we selectively sold a few holdings with shorter
durations. However, the majority of our new purchases were funded with proceeds
from called or matured bonds.
1 Duration is a measure of a bond's price sensitivity as interest rates change,
with longer duration bonds displaying more sensitivity to these changes than
bonds with shorter durations.
Discussions of specific investments are for illustrative purposes only and are
not intended as recommendations of individual investments. The views expressed
in this commentary represent those of the portfolio manager as of the date of
this report and are subject to change at any time, based on market conditions
and other factors. The Fund disclaims any obligation to advise shareholders of
such changes.
4
HOW DID THE FUND PERFORM?
Results for NIM, as well as relevant index information, are presented in the
accompanying table.
Total Returns on Net Asset Value*
For periods ended 9/30/07
6-Month 1-Year 5-Year 10-Year
NIM 1.78% 3.81% 3.95% 3.66%
Lehman Brothers 7-Year
Municipal Bond Index2 2.17% 3.81% 3.53% 4.99%
For the six months ended September 30, 2007, the cumulative return on net asset
value (NAV) for NIM trailed the return for the Lehman Brothers 7-Year Municipal
Bond Index. The major factors influencing NIM's total return during this period
included duration and yield curve positioning, allocations to lower-rated
credits, and individual security selection.
During this six-month period, bonds in the Lehman Brothers Municipal Bond Index
with maturities of less than ten years, especially those maturing in
approximately five years, benefited the most from changes in the interest rate
environment. As a result, these bonds generally outperformed credits with longer
maturities. Bonds having the longest maturities (22 years and longer) posted the
worst returns for the period. This environment was generally beneficial for NIM,
which, as an intermediate-term strategy Fund, has more conservative duration and
maturity mandates than longer-term funds. (In keeping with its investment
parameters, NIM maintains an average effective maturity of 12 years or less for
portfolio holdings.) With the strong performance of shorter maturity bonds, this
positioning proved to be positive for NIM's performance during this period.
While duration played an important role in performance, especially during the
last part of this period, credit exposure was also a dominant factor over these
past six months. As interest rates on longer municipal bonds rose and credit
spreads widened, lower credit quality bonds generally underperformed the
municipal market as a whole for the first time in several years. As of September
30, 2007, NIM had allocated approximately 13% of its portfolio to bonds rated
BBB or lower and non-rated credits. This credit exposure was a negative
influence on NIM's total return performance for the period.
*Six-month returns are cumulative; returns for one year, five years, and ten
years are annualized.
Past performance is not predictive of future results. Current performance may be
higher or lower than the data shown. Returns do not reflect the deduction of
taxes that shareholders may have to pay on Fund distributions or upon the sale
of Fund shares.
For additional information, see the Performance Overview page for NIM in this
report.
2 The Lehman Brothers 7-Year Municipal Bond Index is an unleveraged, unmanaged
national index comprising a broad range of investment-grade municipal bonds with
maturities ranging from six to eight years. Results for the Lehman index do not
reflect any expenses.
5
Generally, any bonds that carried credit risk, regardless of sector, tended to
underperform over this period. Revenue bonds in general, and specifically the
industrial development and health care sectors that had ranked among the top
performers in the Lehman Brothers Municipal Bond Index over the past few years,
underperformed the general municipal market for this period. Bonds backed by the
1998 master tobacco settlement agreement also performed poorly during this
period, due to the overall lower credit quality of the tobacco sector as well as
the current ample supply and projected new issuance of these bonds, which had a
negative impact on their prices. At period end, NIM held approximately 4% of its
portfolio in tobacco bonds.
On the whole, NIM benefited from our selection of individual securities, as the
majority of the Fund's positions posted good returns relative to the overall
market. Sectors of the market that performed well during this period included
water and sewer, special tax-backed issues and transportation. Pre-refunded
bonds, especially those that were advance refunded3 before longer municipal
interest rates began to rise in mid-2007, zero coupon bonds, and insured credits
also performed well during this period.
3 Advance refundings, also known as pre-refundings or refinancings, occur when
an issuer sells new bonds and uses the proceeds to fund principal and interest
payments of older existing bonds. This process often results in lower borrowing
costs for bond issuers.
6
Dividend and Share Price
INFORMATION
The dividend of NIM remained stable throughout the six-month reporting period
ended September 30, 2007.
NIM seeks to pay stable dividends at rates that reflect the Fund's past results
and projected future performance. During certain periods, NIM may pay dividends
at a rate that may be more or less than the amount of net investment income
actually earned by the Fund during the period. If a Fund has cumulatively earned
more than it has paid in dividends, it holds the excess in reserve as
undistributed net investment income (UNII) as part of the Fund's NAV.
Conversely, if a Fund has cumulatively paid dividends in excess of its earnings,
the excess constitutes negative UNII that is likewise reflected in the Fund's
NAV. NIM will, over time, pay all of its net investment income as dividends to
shareholders. As of September 30, 2007, NIM had a negative UNII balance for
financial statement purposes and a positive UNII balance, based on our best
estimates, for tax purposes.
As of September 30, 2007, NIM was trading at a discount of -7.00% to its NAV.
The Fund's average discount over the entire six-month reporting period was
-4.95%.
7
NIM
Performance
OVERVIEW
Nuveen Select
Maturities
Municipal Fund
as of September 30, 2007
Pie Chart:
Credit Quality (as a % of total investments)
AAA/U.S. Guaranteed 64%
AA 6%
A 17%
BBB 8%
BB or Lower 1%
N/R 4%
Bar Chart:
2006-2007 Monthly Tax-Free Dividends Per Share2
Oct 0.038
Nov 0.038
Dec 0.038
Jan 0.038
Feb 0.038
Mar 0.0365
Apr 0.0365
May 0.0365
Jun 0.0365
Jul 0.0365
Aug 0.0365
Sep 0.0365
Line Chart:
Share Price Performance -- Weekly Closing Price
10/01/06 9.75
9.81
9.67
9.74
9.8
9.71
9.75
9.72
9.82
9.9
9.95
9.82
9.74
9.89
9.88
9.87
9.93
9.9
9.85
9.84
9.9
9.99
10
9.93
9.86
9.84
9.94
9.93
9.85
9.78
9.81
9.9
9.93
9.88
9.83
9.81
9.78
9.58
9.42
9.5
9.52
9.43
9.34
9.41
9.43
9.334
9.23
9.55
9.54
9.6201
9.58
9.5101
9/30/07 9.44
FUND SNAPSHOT
Share Price $9.44
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Net Asset Value $10.15
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Premium/(Discount) to NAV -7.00%
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Market Yield 4.64%
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Taxable-Equivalent Yield1 6.44%
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Net Assets ($000) $125,838
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Average Effective Maturity
on Securities (Years) 11.20
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Modified Duration 4.28
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AVERAGE ANNUAL TOTAL RETURN
(Inception 9/18/92)
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ON SHARE PRICE ON NAV
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6-month
(Cumulative) -2.85% 1.78%
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1-Year 1.17% 3.81%
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5-Year 3.47% 3.95%
------------------------------------
10-Year 3.62% 3.66%
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STATES
(as a % of total investments)
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Illinois 13.9%
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Colorado 13.5%
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New York 8.1%
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Texas 6.7%
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South Carolina 6.5%
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Pennsylvania 6.5%
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Florida 4.7%
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Arkansas 4.2%
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Wisconsin 3.7%
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Kansas 2.9%
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Washington 2.8%
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Iowa 2.4%
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Alabama 2.1%
------------------------------------
Massachusetts 2.1%
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Tennessee 1.8%
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Michigan 1.8%
------------------------------------
California 1.7%
------------------------------------
Other 14.6%
------------------------------------
INDUSTRIES
(as a % of total investments)
------------------------------------
U.S. Guaranteed 20.0%
------------------------------------
Utilities 17.7%
------------------------------------
Tax Obligation/Limited 11.9%
------------------------------------
Health Care 10.9%
------------------------------------
Tax Obligation/General 6.2%
------------------------------------
Transportation 6.0%
------------------------------------
Long-Term Care 5.3%
------------------------------------
Water and Sewer 5.0%
------------------------------------
Education and Civic
Organizations 4.6%
------------------------------------
Other 12.4%
------------------------------------
1 Taxable-Equivalent Yield represents the yield that must be earned on a fully
taxable investment in order to equal the yield of the Fund on an after-tax
basis. It is based on a income tax rate of 28%. When comparing this Fund to
investments that generate qualified dividend income, the Taxable-Equivalent
Yield is lower.
2 The Fund paid shareholders a net ordinary income distribution
in December 2006 of $0.0052 per share.
8
NIM
Shareholder Meeting Report
The meeting was held on July 31, 2007, at The Northern Trust Company, 50 South
LaSallle Street, Chicago, Illinois 60675
================================================================================
APPROVAL OF THE BOARD MEMBERS
WAS REACHED AS FOLLOWS:
CLASS I
Timothy R. Schwertfeger
For 11,436,398
Withhold 255,743
--------------------------------------------------------------------------------
Total 11,692,141
================================================================================
Judith M. Stockdale
For 11,429,633
Withhold 262,508
--------------------------------------------------------------------------------
Total 11,692,141
================================================================================
Carole E. Stone
For 11,428,250
Withhold 263,891
--------------------------------------------------------------------------------
Total 11,692,141
================================================================================
9
NIM
Nuveen Select Maturities Municipal Fund
Portfolio of INVESTMENTS
September 30, 2007 (Unaudited)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE
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ALABAMA - 2.1%
$ 2,000 Alabama 21st Century Authority, Tobacco Settlement Revenue 12/11 at 101.00 A- $ 2,072,380
Bonds, Series 2001, 5.750%, 12/01/17
500 Marshall County Healthcare Authority, Alabama, Revenue Bonds, 1/12 at 101.00 A- 534,450
Series 2002A, 6.250%, 1/01/22
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2,500 Total Alabama 2,606,830
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ARIZONA - 1.0%
250 Phoenix Industrial Development Authority, Arizona, Statewide 4/08 at 101.50 AAA 256,470
Single Family Mortgage Revenue Bonds, Series 1998C,
6.650%, 10/01/29 (Alternative Minimum Tax)
750 Surprise Municipal Property Corporation, Arizona, Wastewater 4/11 at 100.00 N/R 748,275
System Revenue Bonds, Series 2007, 4.500%, 4/01/17
265 Winslow Industrial Development Authority, Arizona, Hospital No Opt. Call N/R 265,289
Revenue Bonds, Winslow Memorial Hospital, Series 1998,
5.750%, 6/01/08
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1,265 Total Arizona 1,270,034
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ARKANSAS - 4.1%
1,000 Fort Smith, Arkansas, Water and Sewer Revenue Refunding and 10/11 at 100.00 AAA 1,058,780
Construction Bonds, Series 2002A, 5.250%, 10/01/17 -
FSA Insured
1,500 Jefferson County, Arkansas, Pollution Control Revenue Bonds, 6/11 at 100.00 A- 1,509,975
Entergy Arkansas Inc. Project, Series 2006, 4.600%, 10/01/17
1,000 Jonesboro, Arkansas, Industrial Development Revenue Bonds, No Opt. Call A 1,044,420
Anheuser Busch Inc. Project, Series 2002, 4.600%, 11/15/12
1,380 North Little Rock, Arkansas, Electric Revenue Refunding Bonds, No Opt. Call AAA 1,561,649
Series 1992A, 6.500%, 7/01/15 - MBIA Insured
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4,880 Total Arkansas 5,174,824
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CALIFORNIA - 1.7%
2,115 Vernon, California, Electric System Revenue Bonds, Malburg 4/08 at 100.00 Aaa 2,134,712
Generating Station Project, Series 2003C, 5.250%, 4/01/17
(Pre-refunded 4/01/08)
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COLORADO - 13.3%
2,895 Centennial Downs Metropolitan District, Colorado, General 12/14 at 100.00 AAA 3,058,886
Obligation Bonds, Series 1999, 5.000%, 12/01/20 -
AMBAC Insured
1,175 Colorado Educational and Cultural Facilities Authority, Charter 12/13 at 100.00 AAA 1,198,806
School Revenue Bonds, Classical Academy, Series 2003,
4.500%, 12/01/18 - XLCA Insured
1,320 Colorado Educational and Cultural Facilities Authority, Charter 7/12 at 100.00 BBB 1,371,863
School Revenue Bonds, Douglas County School District RE-1 -
DCS Montessori School, Series 2002A, 6.000%, 7/15/22
330 Colorado Housing Finance Authority, Single Family Program Senior 4/10 at 105.00 AA 342,830
Bonds, Series 2000D-2, 6.900%, 4/01/29 (Alternative Minimum Tax)
1,025 Denver Health and Hospitals Authority, Colorado, Healthcare 12/11 at 100.00 BBB (3) 1,116,809
Revenue Bonds, Series 2001A, 6.000%, 12/01/23
(Pre-refunded 12/01/11)
1,465 Denver West Metropolitan District, Colorado, General Obligation 12/13 at 100.00 AA 1,440,915
Refunding and Improvement Bonds, Series 2003,
4.500%, 12/01/18 - RAAI Insured
1,340 Eagle Bend Metropolitan District 2, Colorado, General Obligation 12/14 at 101.00 AA 1,363,303
Bonds, Series 2004, 5.000%, 12/01/20 - RAAI Insured
10
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE
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COLORADO (continued)
$ 59 El Paso County, Colorado, FNMA Mortgage-Backed Single Family No Opt. Call Aaa $ 61,397
Revenue Refunding Bonds, Series 1992A-2, 8.750%, 6/01/11
1,750 Erie, Boulder and Weld Counties, Colorado, Water Enterprise 12/08 at 100.00 A 1,737,418
Revenue Bonds, Series 1998, 5.000%, 12/01/23 - ACA Insured
70 Northwest Parkway Public Highway Authority, Colorado, 6/11 at 102.00 AAA 72,482
Revenue Bonds, Senior Series 2001A, 5.250%, 6/15/41 -
FSA Insured
5,875 Northwest Parkway Public Highway Authority, Colorado, Senior 6/11 at 38.04 AAA 1,901,444
Lien Revenue Bonds, Series 2001B, 0.000%, 6/15/27 -
AMBAC Insured
2,845 University of Colorado Hospital Authority, Revenue Bonds, 11/11 at 100.00 Baa1 (3) 3,054,108
Series 2001A, 5.600%, 11/15/21 (Pre-refunded 11/15/11)
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20,149 Total Colorado 16,720,261
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CONNECTICUT - 1.6%
Eastern Connecticut Resource Recovery Authority, Solid Waste
Revenue Bonds, Wheelabrator Lisbon Project, Series 1993A:
500 5.500%, 1/01/14 (Alternative Minimum Tax) 1/08 at 100.00 BBB 500,235
1,570 5.500%, 1/01/15 (Alternative Minimum Tax) 1/08 at 100.00 BBB 1,570,738
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2,070 Total Connecticut 2,070,973
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FLORIDA - 4.6%
2,400 Deltona, Florida, Utility Systems Water and Sewer Revenue 10/13 at 100.00 AAA 2,590,704
Bonds, Series 2003, 5.250%, 10/01/17 - MBIA Insured
1,000 Florida Citizens Property Insurance Corporation, High Risk No Opt. Call AAA 1,078,450
Account Revenue Bonds, Series 2007A, 5.000%, 3/01/15 -
MBIA Insured
2,000 Orange County, Florida, Tourist Development Tax Revenue Bonds, 10/15 at 100.00 AAA 2,100,220
Series 2005, 5.000%, 10/01/22 - AMBAC Insured
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5,400 Total Florida 5,769,374
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GEORGIA - 0.4%
445 Cherokee County Water and Sewerage Authority, Georgia, 8/22 at 100.00 AAA 478,135
Revenue Bonds, Series 1995, 5.200%, 8/01/25
(Pre-refunded 8/01/22) - MBIA Insured
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ILLINOIS - 13.7%
790 Chicago, Illinois, Tax Increment Allocation Bonds, Irving/Cicero 1/09 at 100.00 N/R 810,366
Redevelopment Project, Series 1998, 7.000%, 1/01/14
1,500 Cook County Township High School District 208, Illinois, General 12/15 at 100.00 Aaa 1,579,575
Obligation Bonds, Series 2006, 5.000%, 12/01/21 - MBIA Insured
2,000 Huntley, Illinois, Special Service Area 9, Special Tax Bonds, 3/17 at 100.00 AAA 2,085,820
Series 2007, 5.100%, 3/01/28 - AGC Insured
4,875 Illinois Development Finance Authority, GNMA Collateralized 4/11 at 105.00 Aaa 5,367,179
Mortgage Revenue Bonds, Greek American Nursing Home
Committee, Series 2000A, 7.600%, 4/20/40
2,000 Illinois Development Finance Authority, Revenue Refunding 4/10 at 102.00 BBB- 2,105,200
Bonds, Olin Corporation, Series 1993D, 6.750%, 3/01/16
2,000 Illinois Educational Facilities Authority, Revenue Bonds, 3/14 at 102.00 A1 2,020,740
Art Institute of Chicago, Series 2000, 4.450%, 3/01/34
(Mandatory put 3/01/15)
1,000 Illinois Educational Facilities Authority, Student Housing 5/12 at 101.00 Aaa 1,135,650
Revenue Bonds, Educational Advancement Foundation Fund,
University Center Project, Series 2002, 6.625%, 5/01/17
(Pre-refunded 5/01/12)
20 Illinois Health Facilities Authority, Revenue Bonds, Condell No Opt. Call Baa2 20,683
Medical Center, Series 2002, 5.250%, 5/15/12
695 Illinois Health Facilities Authority, Revenue Bonds, 8/09 at 101.00 A 712,048
Silver Cross Hospital and Medical Centers, Series 1999,
5.500%, 8/15/19
11
NIM
Nuveen Select Maturities Municipal Fund (continued)
Portfolio of INVESTMENTS September 30, (2007) (Unaudited)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE
------------------------------------------------------------------------------------------------------------------------------------
ILLINOIS (continued)
$ 515 Illinois Health Facilities Authority, Revenue Bonds, Silver Cross 8/09 at 101.00 A (3) $ 538,057
Hospital and Medical Centers, Series 1999, 5.500%, 8/15/19
(Pre-refunded 8/15/09)
1,355 Kane & DeKalb Counties, Illinois, Community United School No Opt. Call Aaa 843,298
District 301, General Obligation Bonds, Series 2006,
0.000%, 12/01/18 - MBIA Insured
------------------------------------------------------------------------------------------------------------------------------------
16,750 Total Illinois 17,218,616
------------------------------------------------------------------------------------------------------------------------------------
IOWA - 2.3%
1,000 Iowa Finance Authority, Healthcare Revenue Bonds, Genesis 7/10 at 100.00 A1 1,044,840
Medical Center, Series 2000, 6.250%, 7/01/25
1,800 Iowa Tobacco Settlement Authority, Tobacco Settlement 6/11 at 101.00 AAA 1,903,878
Asset-Backed Revenue Bonds, Series 2001B,
5.300%, 6/01/25 (Pre-refunded 6/01/11)
------------------------------------------------------------------------------------------------------------------------------------
2,800 Total Iowa 2,948,718
------------------------------------------------------------------------------------------------------------------------------------
KANSAS - 2.9%
3,500 Wichita, Kansas, Hospital Facilities Revenue Refunding and 11/11 at 101.00 A+ 3,644,724
Improvement Bonds, Via Christi Health System Inc.,
Series 2001-III, 5.500%, 11/15/21
------------------------------------------------------------------------------------------------------------------------------------
KENTUCKY - 1.4%
1,745 Kentucky Housing Corporation, Housing Revenue Bonds, 1/15 at 100.60 AAA 1,796,861
Series 2005G, 5.000%, 7/01/30 (Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
MARYLAND - 0.9%
1,100 Maryland Energy Financing Administration, Revenue Bonds, 11/07 at 100.00 N/R 1,102,893
AES Warrior Run Project, Series 1995, 7.400%, 9/01/19
(Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS - 2.0%
500 Massachusetts Development Finance Agency, Revenue Bonds, 10/17 at 100.00 BBB- 478,660
Orchard Cove, Series 2007, 5.000%, 10/01/19
1,465 Massachusetts Housing Finance Agency, Rental Housing 7/10 at 100.00 AAA 1,530,632
Mortgage Revenue Bonds, Series 2000H, 6.650%, 7/01/41 -
MBIA Insured (Alternative Minimum Tax)
Massachusetts Port Authority, Special Facilities Revenue Bonds,
Delta Air Lines Inc., Series 2001A:
100 5.200%, 1/01/20 - AMBAC Insured (Alternative Minimum Tax) 1/11 at 101.00 AAA 102,815
435 5.000%, 1/01/27 - AMBAC Insured (Alternative Minimum Tax) 1/11 at 101.00 AAA 435,561
------------------------------------------------------------------------------------------------------------------------------------
2,500 Total Massachusetts 2,547,668
------------------------------------------------------------------------------------------------------------------------------------
MICHIGAN - 1.7%
1,000 Cornell Township Economic Development Corporation, 5/12 at 100.00 AAA 1,095,680
Michigan, Environmental Improvement Revenue Refunding
Bonds, MeadWestvaco Corporation-Escanaba Project,
Series 2002, 5.875%, 5/01/18 (Pre-refunded 5/01/12)
600 Michigan State Hospital Finance Authority, Hospital Revenue 1/08 at 100.00 Ba3 601,482
Refunding Bonds, Sinai Hospital, Series 1995, 6.625%, 1/01/16
470 Michigan State Hospital Finance Authority, Revenue Refunding 2/08 at 100.00 BB- 470,667
Bonds, Detroit Medical Center, Series 1988A, 8.125%, 8/15/12
------------------------------------------------------------------------------------------------------------------------------------
2,070 Total Michigan 2,167,829
------------------------------------------------------------------------------------------------------------------------------------
MINNESOTA - 0.8%
1,000 White Earth Band of Chippewa Indians, Minnesota, Revenue No Opt. Call A 1,056,160
Bonds, Series 2000A, 7.000%, 12/01/11 - ACA Insured
------------------------------------------------------------------------------------------------------------------------------------
MISSISSIPPI - 0.3%
300 Mississippi Hospital Equipment and Facilities Authority, 9/14 at 100.00 N/R 303,576
Revenue Bonds, Baptist Memorial Healthcare,
Series 2004B-1, 5.000%, 9/01/24
------------------------------------------------------------------------------------------------------------------------------------
12
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE
------------------------------------------------------------------------------------------------------------------------------------
NEBRASKA - 0.8%
$ 1,000 Dodge County School District 1, Nebraska, Fremont Public 12/14 at 100.00 Aaa $ 1,061,360
Schools, General Obligation Bonds, Series 2004,
5.000%, 12/15/19 - FSA Insured
------------------------------------------------------------------------------------------------------------------------------------
NEW JERSEY - 0.4%
500 Bayonne Redevelopment Agency, New Jersey, Revenue Bonds, No Opt. Call BBB- 502,545
Royal Caribbean Cruises Project, Series 2006A,
4.750%, 11/01/16 (Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
NEW YORK - 8.0%
1,000 Dormitory Authority of the State of New York, Revenue Bonds, 7/13 at 100.00 AA 1,059,000
Brooklyn Law School, Series 2003A, 5.500%, 7/01/15 -
RAAI Insured
1,500 New York State Energy Research and Development Authority, 10/07 at 100.00 A1 1,500,750
Facilities Revenue Bonds, Consolidated Edison Company Inc.,
Series 2001A, 4.700%, 6/01/36 (Mandatory put 10/01/12)
(Alternative Minimum Tax)
370 New York State Medical Care Facilities Finance Agency, 2/08 at 100.00 AA+ 373,104
FHA-Insured Mortgage Hospital and Nursing Home
Revenue Bonds, Series 1995C, 6.100%, 8/15/15
2,130 Niagara Falls, Niagara County, New York, General Obligation No Opt. Call AAA 2,138,946
Water Treatment Plant Bonds, Series 1994,
8.500%, 11/01/07 - MBIA Insured (Alternative
Minimum Tax) (ETM)
4,300 Port Authority of New York and New Jersey, Special Project No Opt. Call AAA 4,934,550
Bonds, JFK International Air Terminal LLC, Sixth Series 1997,
7.000%, 12/01/12 - MBIA Insured (Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
9,300 Total New York 10,006,350
------------------------------------------------------------------------------------------------------------------------------------
NORTH CAROLINA - 1.6%
1,880 Union County, North Carolina, Certificates of Participation, 6/13 at 101.00 AAA 1,994,924
Series 2003, 5.000%, 6/01/18 - AMBAC Insured
------------------------------------------------------------------------------------------------------------------------------------
OHIO - 0.8%
1,000 Toledo-Lucas County Port Authority, Ohio, Port Revenue No Opt. Call A 1,027,640
Bonds, Cargill Inc., Series 2004B, 4.500%, 12/01/15
------------------------------------------------------------------------------------------------------------------------------------
OKLAHOMA - 0.9%
1,150 Oklahoma State Industries Authority, Health System Revenue 2/08 at 101.00 AAA 1,162,087
Refunding Bonds, Baptist Medical Center, Series 1995D,
5.000%, 8/15/14 - AMBAC Insured
------------------------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA - 6.4%
1,120 Pennsylvania Higher Educational Facilities Authority, College No Opt. Call Aaa 1,271,939
Revenue Bonds, Ninth Series 1976, 7.625%, 7/01/15 (ETM)
4,120 Philadelphia Gas Works, Pennsylvania, Revenue Bonds, 8/14 at 100.00 AAA 4,403,167
Eighteenth Series 2004, 5.000%, 8/01/15 - AMBAC Insured
995 Philadelphia Gas Works, Pennsylvania, Revenue Bonds, No Opt. Call AAA 1,182,816
Twelfth Series 1990B, 7.000%, 5/15/20 - MBIA Insured (ETM)
1,085 Pittsburgh School District, Allegheny County, Pennsylvania, No Opt. Call AAA 1,154,733
General Obligation Bonds, Series 2006B, 5.000%, 9/01/12 -
AMBAC Insured
------------------------------------------------------------------------------------------------------------------------------------
7,320 Total Pennsylvania 8,012,655
------------------------------------------------------------------------------------------------------------------------------------
SOUTH CAROLINA - 6.4%
750 Berkeley County School District, South Carolina, Installment 12/13 at 100.00 A- 785,745
Purchase Revenue Bonds, Securing Assets for Education,
Series 2003, 5.250%, 12/01/19
1,540 Piedmont Municipal Power Agency, South Carolina, Electric No Opt. Call AAA 1,905,719
Revenue Bonds, Series 1991, 6.750%, 1/01/19 -
FGIC Insured (ETM)
2,835 Piedmont Municipal Power Agency, South Carolina, Electric No Opt. Call AAA 3,467,998
Revenue Bonds, Series 1991, 6.750%, 1/01/19 - FGIC Insured
25 South Carolina JOBS Economic Development Authority, Economic 11/12 at 100.00 A- 25,789
Development Revenue Bonds, Bon Secours Health System Inc.,
Series 2002A, 5.625%, 11/15/30
13
NIM
Nuveen Select Maturities Municipal Fund (continued)
Portfolio of INVESTMENTS September 30, (2007) (Unaudited)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE
------------------------------------------------------------------------------------------------------------------------------------
SOUTH CAROLINA (continued)
$ 1,260 South Carolina JOBS Economic Development Authority, Hospital No Opt. Call Baa2 (3) $ 1,338,826
Revenue Bonds, Palmetto Health Alliance, Series 2000A,
7.000%, 12/15/10 (ETM)
500 Tobacco Settlement Revenue Management Authority, 5/11 at 101.00 BBB 514,190
South Carolina, Tobacco Settlement Asset-Backed Bonds,
Series 2001B, 6.000%, 5/15/22
------------------------------------------------------------------------------------------------------------------------------------
6,910 Total South Carolina 8,038,267
------------------------------------------------------------------------------------------------------------------------------------
SOUTH DAKOTA - 0.8%
1,000 South Dakota Health and Educational Facilities Authority, 5/17 at 100.00 AA- 1,018,650
Revenue Bonds, Sanford Health, Series 2007, 5.000%, 11/01/27
------------------------------------------------------------------------------------------------------------------------------------
TENNESSEE - 1.8%
Shelby County Health, Educational and Housing Facilities Board,
Tennessee, Hospital Revenue Bonds, Methodist Healthcare, Series
2002:
750 6.000%, 9/01/17 (Pre-refunded 9/01/12) 9/12 at 100.00 A- (3) 831,803
1,250 6.000%, 9/01/17 (Pre-refunded 9/01/12) 9/12 at 100.00 A- (3) 1,386,338
------------------------------------------------------------------------------------------------------------------------------------
2,000 Total Tennessee 2,218,141
------------------------------------------------------------------------------------------------------------------------------------
TEXAS - 6.6%
1,055 Austin, Texas, General Obligation Bonds, Series 2004, 9/14 at 100.00 AAA 1,107,550
5.000%, 9/01/20 - MBIA Insured
565 Bexar County Housing Finance Corporation, Texas, No Opt. Call AAA 568,786
FNMA Guaranteed Multifamily Housing Revenue Bonds,
Villas Sonterra Apartments Project, Series 2007A,
4.700%, 10/01/15 (Alternative Minimum Tax)
25 Brazos River Authority, Texas, Collateralized Pollution Control No Opt. Call Baa2 24,494
Revenue Bonds, Texas Utilities Electric Company,
Series 2003D, 5.400%, 10/01/29 (Mandatory put 10/01/14)
2,000 Brazos River Authority, Texas, Collateralized Revenue 6/14 at 100.00 AAA 2,034,460
Refunding Bonds, CenterPoint Energy Inc., Series 2004B,
4.250%, 12/01/17 - FGIC Insured
500 Brazos River Authority, Texas, Pollution Control Revenue No Opt. Call Baa2 498,315
Refunding Bonds, TXU Electric Company, Series 2001C,
5.750%, 5/01/36 (Mandatory put 11/01/11)
(Alternative Minimum Tax)
15 Brazos River Authority, Texas, Pollution Control Revenue No Opt. Call Baa2 15,537
Refunding Bonds, TXU Energy Company LLC, Series 2003A,
6.750%, 4/01/38 (Mandatory put 4/01/13)
(Alternative Minimum Tax)
1,875 Denton Independent School District, Denton County, Texas, 8/16 at 100.00 AAA 1,990,144
General Obligation Bonds, Series 2006, 5.000%, 8/15/20
65 Galveston Property Finance Authority Inc., Texas, Single Family 3/08 at 100.00 Caa1 63,623
Mortgage Revenue Bonds, Series 1991A, 8.500%, 9/01/11
25 Sabine River Authority, Texas, Pollution Control Revenue Bonds, No Opt. Call Baa2 24,916
TXU Energy Company LLC Project, Series 2001B,
5.750%, 5/01/30 (Mandatory put 11/01/11)
(Alternative Minimum Tax)
1,500 Texas Municipal Gas Acquistion and Supply Corporation I, 1/08 at 100.00 AA- 1,461,825
Gas Supply Revenue Bonds, Series 2006B, 4.148%, 12/15/17
100 Travis County Health Facilities Development Corporation, Texas, 11/07 at 100.00 Aaa 100,179
Hospital Revenue Bonds, Daughters of Charity National
Health System, Series 1993B, 5.900%, 11/15/07 (ETM)
370 Tri-County Mental Health and Retardation Center, Texas, 3/08 at 100.00 AAA 374,026
Revenue Bonds, Facilities Acquisition Program, Series 1995E,
6.500%, 3/01/15 - FSA Insured
------------------------------------------------------------------------------------------------------------------------------------
8,095 Total Texas 8,263,855
------------------------------------------------------------------------------------------------------------------------------------
UTAH - 1.2%
1,500 Bountiful, Davis County, Utah, Hospital Revenue Refunding No Opt. Call N/R 1,520,790
Bonds, South Davis Community Hospital Project, Series 1998,
6.000%, 12/15/10
------------------------------------------------------------------------------------------------------------------------------------
WASHINGTON - 2.7%
1,130 Washington Public Power Supply System, Revenue Refunding No Opt. Call Aaa 1,159,561
Bonds, Nuclear Project 1, Series 1993A, 7.000%, 7/01/08 (ETM)
14
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE
------------------------------------------------------------------------------------------------------------------------------------
WASHINGTON (continued)
$ 1,870 Washington Public Power Supply System, Revenue Refunding No Opt. Call AAA $ 1,917,218
Bonds, Nuclear Project 1, Series 1993A, 7.000%, 7/01/08
295 Washington Public Power Supply System, Revenue Refunding No Opt. Call AAA 364,124
Bonds, Nuclear Project 3, Series 1989B, 7.125%, 7/01/16 -
MBIA Insured
------------------------------------------------------------------------------------------------------------------------------------
3,295 Total Washington 3,440,903
------------------------------------------------------------------------------------------------------------------------------------
WEST VIRGINIA - 1.6%
2,000 Harrison County Commission, West Virginia, Solid Waste Disposal 2/08 at 100.00 AAA 2,031,480
Revenue Bonds, West Penn Power Company, Series 1994C,
6.750%, 8/01/24 - MBIA Insured (Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
WISCONSIN - 3.6%
Badger Tobacco Asset Securitization Corporation, Wisconsin,
Tobacco Settlement Asset-Backed Bonds, Series 2002:
795 6.125%, 6/01/27 6/12 at 100.00 BBB 822,602
1,480 6.375%, 6/01/32 6/12 at 100.00 BBB 1,520,034
1,000 Wisconsin Health and Educational Facilities Authority, Revenue 7/11 at 100.00 A- 1,044,400
Bonds, Agnesian Healthcare Inc., Series 2001, 6.000%, 7/01/21
1,150 Wisconsin Health and Educational Facilities Authority, Revenue 2/09 at 101.00 A 1,165,640
Bonds, Aurora Health Care Inc., Series 1999A,
5.500%, 2/15/20 - ACA Insured
------------------------------------------------------------------------------------------------------------------------------------
4,425 Total Wisconsin 4,552,676
------------------------------------------------------------------------------------------------------------------------------------
$ 121,964 Total Investments (cost $120,998,887) - 98.4% 123,864,511
=============-----------------------------------------------------------------------------------------------------------------------
Other Assets Less Liabilities - 1.6% 1,973,414
--------------------------------------------------------------------------------------------------------------------
Net Assets - 100% $ 125,837,925
====================================================================================================================
The Fund may invest in "zero coupon" securities. A zero
coupon security does not pay a regular interest coupon to
its holders during the life of the security. Tax-exempt
income to the holder of the security comes from accretion of
the difference between the original purchase price of the
security at issuance and the par value of the security at
maturity and is effectively paid at maturity. Such
securities are included in the Portfolio of Investments with
a 0.000% coupon rate in their description. The market prices
of zero coupon securities generally are more volatile than
the market prices of securities that pay interest
periodically.
(1) Optional Call Provisions: Dates (month and year) and prices
of the earliest optional call or redemption. There may be
other call provisions at varying prices at later dates.
Certain mortgage-backed securities may be subject to
periodic principal paydowns.
(2) Ratings: Using the higher of Standard & Poor's Group
("Standard & Poor's") or Moody's Investor Services, Inc.
("Moody's") rating. Ratings below BBB by Standard & Poor's
or Baa by Moody's are considered to be below investment
grade.
(3) Backed by an escrow or trust containing sufficient U.S.
Government or U.S. Government agency securities which ensure
the timely payment of principal and interest. Such
investments are normally considered to be equivalent to AAA
rated securities.
N/R Not rated.
(ETM) Escrowed to maturity.
See accompanying notes to financial statements.
15
Statement of
ASSETS & LIABILITIES
September 30, 2007 (Unaudited)
--------------------------------------------------------------------------------
ASSETS
Investments, at value (cost $120,998,887) $123,864,511
Cash 148,881
Receivables:
Interest 2,013,365
Investments sold 316,063
Other assets 3,422
--------------------------------------------------------------------------------
Total assets 126,346,242
--------------------------------------------------------------------------------
LIABILITIES
Accrued expenses:
Management fees 49,797
Other 31,130
Dividends payable 427,390
--------------------------------------------------------------------------------
Total liabilities 508,317
--------------------------------------------------------------------------------
Net assets $125,837,925
================================================================================
Shares outstanding 12,396,406
================================================================================
Net asset value per share outstanding $ 10.15
================================================================================
NET ASSETS CONSIST OF:
--------------------------------------------------------------------------------
Shares, $.01 par value per share $ 123,964
Paid-in surplus 138,329,340
Undistributed (Over-distribution of) net investment income (124,794)
Accumulated net realized gain (loss) from investments (15,356,209)
Net unrealized appreciation (depreciation) of investments 2,865,624
--------------------------------------------------------------------------------
Net assets $125,837,925
================================================================================
Authorized shares Unlimited
================================================================================
See accompanying notes to financial statements.
16
Statement of
OPERATIONS
Six Months Ended September 30, 2007
(Unaudited)
--------------------------------------------------------------------------------
INVESTMENT INCOME $3,130,502
--------------------------------------------------------------------------------
EXPENSES
Management fees 303,235
Shareholders' servicing agent fees and expenses 5,059
Custodian's fees and expenses 17,401
Trustees' fees and expenses 1,895
Professional fees 6,772
Shareholders' reports - printing and mailing expenses 21,369
Stock exchange listing fees 4,830
Investor relations expense 10,004
Other expenses 2,208
--------------------------------------------------------------------------------
Total expenses before custodian fee credit 372,773
Custodian fee credit (10,539)
--------------------------------------------------------------------------------
Net expenses 362,234
--------------------------------------------------------------------------------
Net investment income 2,768,268
--------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from investments (37,657)
Change in net unrealized appreciation (depreciation) of investments (494,174)
--------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (531,831)
--------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations $2,236,437
================================================================================
See accompanying notes to financial statements.
17
Statement of
CHANGES in NET ASSETS (Unaudited)
SIX MONTHS ENDED YEAR ENDED
9/30/07 3/31/07
--------------------------------------------------------------------------------
OPERATIONS
Net investment income $ 2,768,268 $ 5,645,379
Net realized gain (loss) from investments (37,657) (16,869)
Change in net unrealized appreciation
(depreciation) of investments (494,174) 622,595
--------------------------------------------------------------------------------
Net increase (decrease) in net assets
from operations 2,236,437 6,251,105
--------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income (2,714,813) (5,791,598)
--------------------------------------------------------------------------------
Decrease in net assets from distributions
to shareholders (2,714,813) (5,791,598)
--------------------------------------------------------------------------------
Net increase (decrease) in net assets (478,376) 459,507
Net assets at the beginning of period 126,316,301 125,856,794
--------------------------------------------------------------------------------
Net assets at the end of period $125,837,925 $126,316,301
================================================================================
Undistributed (Over-distribution of)
net investment income
at the end of period $ (124,794) $ (178,249)
================================================================================
See accompanying notes to financial statements.
18
Notes to
FINANCIAL STATEMENTS (Unaudited)
1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES
The fund covered in this report and its corresponding New York Stock Exchange
symbol is Nuveen Select Maturities Municipal Fund (NIM) (the "Fund"). The Fund
is registered under the Investment Company Act of 1940, as amended, as a
closed-end, diversified management investment company.
The Fund seeks to provide current income exempt from regular federal income tax,
consistent with the preservation of capital by investing in a diversified,
investment-grade quality portfolio of municipal obligations with intermediate
characteristics. In managing its portfolio, the Fund has purchased municipal
obligations having remaining effective maturities of no more than fifteen years
with respect to 80% of its total assets that, in the opinion of Nuveen Asset
Management (the "Adviser"), a wholly owned subsidiary of Nuveen Investments,
Inc. ("Nuveen"), represent the best value in terms of the balance between yield
and capital preservation currently available from the intermediate sector of the
municipal market. The Adviser will actively monitor the effective maturities of
the Fund's investments in response to prevailing market conditions, and will
adjust its portfolio consistent with its investment policy of maintaining an
average effective remaining maturity of twelve years or less.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements in accordance with U.S.
generally accepted accounting principles.
Investment Valuation
The prices of municipal bonds in the Fund's investment portfolio are provided by
a pricing service approved by the Fund's Board of Trustees. When market price
quotes are not readily available (which is usually the case for municipal
securities), the pricing service may establish fair value based on yields or
prices of municipal bonds of comparable quality, type of issue, coupon, maturity
and rating, indications of value from securities dealers, evaluations of
anticipated cash flows or collateral and general market conditions. If the
pricing service is unable to supply a price for a municipal bond, the Fund may
use a market price or fair market value quote provided by a major broker/dealer
in such investments. If it is determined that the market price or fair market
value for an investment is unavailable or inappropriate, the Board of Trustees
of the Fund, or its designee, may establish a fair value for the investment.
Temporary investments in securities that have variable rate and demand features
qualifying them as short-term investments are valued at amortized cost, which
approximates market value.
Investment Transactions
Investment transactions are recorded on a trade date basis. Realized gains and
losses from transactions are determined on the specific identification method.
Investments purchased on a when-issued/delayed delivery basis may have extended
settlement periods. Any investments so purchased are subject to market
fluctuation during this period. The Fund has instructed the custodian to
segregate assets with a current value at least equal to the amount of the
when-issued/delayed delivery purchase commitments. At September 30, 2007, the
Fund had no such outstanding purchase commitments.
Investment Income
Interest income, which includes the amortization of premiums and accretion of
discounts for financial reporting purposes, is recorded on an accrual basis.
Investment income also includes paydown gains and losses, if any.
Federal Income Taxes
The Fund intends to distribute substantially all net investment income and net
capital gains to shareholders and to otherwise comply with the requirements of
Subchapter M of the Internal Revenue Code applicable to regulated investment
companies. Therefore, no federal income tax provision is required. Furthermore,
the Fund intends to satisfy conditions which will enable interest from municipal
securities, which is exempt from regular federal income tax, to retain such
tax-exempt status when distributed to shareholders of the Fund. Net realized
capital gains and ordinary income distributions paid by the Fund are subject to
federal taxation.
19
Notes to
FINANCIAL STATEMENTS (Unaudited) (continued)
Dividends and Distributions to Shareholders
Dividends from tax-exempt net investment income are declared monthly. Net
realized capital gains and/or market discount from investment transactions,
if any, are distributed to shareholders not less frequently than annually.
Furthermore, capital gains are distributed only to the extent they exceed
available capital loss carryforwards.
Distributions to shareholders of tax-exempt net investment income, net realized
capital gains and/or market discount, if any, are recorded on the ex-dividend
date. The amount and timing of distributions are determined in accordance with
federal income tax regulations, which may differ from U.S. generally accepted
accounting principles.
Derivative Financial Instruments
The Fund is authorized to invest in certain derivative financial instruments
including futures, forward, swap and option contracts, and other financial
instruments with similar characteristics. Although the Fund is authorized to
invest in such financial instruments, and may do so in the future, it did not
invest in any such instruments during the six months ended September 30, 2007.
Custodian Fee Credit
The Fund has an arrangement with the custodian bank whereby certain custodian
fees and expenses are reduced by net credits earned on each Fund's cash on
deposit with the bank. Such deposit arrangements are an alternative to overnight
investments. Credits for cash balances may be offset by charges for any days on
which the Fund overdraws its account at the custodian bank.
Indemnifications
Under the Fund's organizational documents, its Officers and Trustees are
indemnified against certain liabilities arising out of the performance of their
duties to the Fund. In addition, in the normal course of business, the Fund
enters into contracts that provide general indemnifications to other parties.
The Fund's maximum exposure under these arrangements is unknown as this would
involve future claims that may be made against the Fund that have not yet
occurred. However, the Fund has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of increases and
decreases in net assets from operations during the reporting period. Actual
results may differ from those estimates.
2. FUND SHARES
The Fund did not engage in transactions of its own shares during the six months
ended September 30, 2007, nor during the fiscal year ended March 31, 2007.
3. INVESTMENT TRANSACTIONS
Purchases and sales (including maturities but excluding short-term investments)
during the six months ended September 30, 2007, aggregated $8,538,566 and
$5,822,328, respectively.
4. INCOME TAX INFORMATION
The following information is presented on an income tax basis. Differences
between amounts for financial statement and federal income tax purposes are
primarily due to the treatment of paydown gains and losses, timing differences
in recognizing taxable market discount and timing differences in recognizing
certain gains and losses on investment transactions. To the extent that
differences arise that are permanent in nature, such amounts are reclassified
within the capital accounts on the Statement of Assets and Liabilities presented
in the annual report, based on their federal tax basis treatment; temporary
differences do not require reclassification. Temporary and permanent differences
do not impact the net asset value of the Fund.
At September 30, 2007, the cost of investments was $120,942,348.
20
Gross unrealized appreciation and gross unrealized depreciation of investments
at September 30, 2007, were as follows:
--------------------------------------------------------------------------------
Gross unrealized:
Appreciation $3,240,382
Depreciation (318,219)
--------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments $2,922,163
================================================================================
The tax components of undistributed net tax-exempt income, net ordinary income
and net long-term capital gains at March 31, 2007, the Fund's last tax year end,
were as follows:
--------------------------------------------------------------------------------
Undistributed net tax-exempt income * $223,968
Undistributed net ordinary income ** 713
Undistributed net long-term capital gains --
================================================================================
* Undistributed net tax-exempt income (on a tax basis) has not been reduced
for the dividend declared on March 1, 2007, paid on April 2, 2007.
** Net ordinary income consists of taxable market discount income and net
short-term capital gains, if any.
The tax character of distributions paid during the Fund's last tax year ended
March 31, 2007, was designated for purposes of the dividends paid deduction as
follows:
--------------------------------------------------------------------------------
Distributions from net tax-exempt income $5,764,329
Distributions from net ordinary income ** 64,461
Distributions from net long-term capital gains --
================================================================================
** Net ordinary income consists of taxable market discount income and net
short-term capital gains, if any.
At March 31, 2007, the Fund's last tax year end, the Fund had unused capital
loss carryforwards available for federal income tax purposes to be applied
against future capital gains, if any. If not applied, the carryforwards will
expire as follows:
--------------------------------------------------------------------------------
Expiration year:
2010 $ 14,922
2011 6,523,386
2012 8,737,799
2013 4,977
2014 14,448
2015 11,084
--------------------------------------------------------------------------------
Total $15,306,616
================================================================================
The Fund elected to defer net realized losses from investments incurred from
November 1, 2006 through March 31, 2007 ("post-October losses") in accordance
with federal income tax regulations. Post-October losses of $11,832 were treated
as having arisen on the first day of the current fiscal year.
5. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is separated into two components - a complex-level
component, based on the aggregate amount of all fund assets managed by the
Adviser, and a specific fund-level component, based only on the amount of assets
within the Fund. This pricing structure enables Nuveen fund shareholders to
benefit from growth in the assets within each individual fund as well as from
growth in the amount of complex-wide assets managed by the Adviser.
The annual fund-level fee, payable monthly, is based upon the average daily net
assets of the Fund as follows:
AVERAGE DAILY NET ASSETS FUND-LEVEL FEE RATE
--------------------------------------------------------------------------------
For the first $125 million .3000%
For the next $125 million .2875
For the next $250 million .2750
For the next $500 million .2625
For the next $1 billion .2500
For net assets over $2 billion .2375
================================================================================
21
Notes to
FINANCIAL STATEMENTS (Unaudited) (continued)
The annual complex-level fee, payable monthly, which is additive to the
fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the
aggregate amount of total fund assets managed as stated in the table below.
As of September 30, 2007, the complex-level fee rate was .1831%.
Effective August 20, 2007, the complex-level fee schedule is as follows:
COMPLEX-LEVEL ASSET BREAKPOINT LEVEL (1) EFFECTIVE RATE AT BREAKPOINT LEVEL
--------------------------------------------------------------------------------
$55 billion .2000%
$56 billion .1996
$57 billion .1989
$60 billion .1961
$63 billion .1931
$66 billion .1900
$71 billion .1851
$76 billion .1806
$80 billion .1773
$91 billion .1691
$125 billion .1599
$200 billion .1505
$250 billion .1469
$300 billion .1445
================================================================================
Prior to August 20, 2007, the complex-level fee schedule was as follows:
COMPLEX-LEVEL ASSET BREAKPOINT LEVEL (1) EFFECTIVE RATE AT BREAKPOINT LEVEL
--------------------------------------------------------------------------------
$55 billion .2000%
$56 billion .1996
$57 billion .1989
$60 billion .1961
$63 billion .1931
$66 billion .1900
$71 billion .1851
$76 billion .1806
$80 billion .1773
$91 billion .1698
$125 billion .1617
$200 billion .1536
$250 billion .1509
$300 billion .1490
================================================================================
(1) The complex-level fee component of the management fee for the funds is
calculated based upon the aggregate Managed Assets ("Managed Assets" means
the average daily net assets of each fund including assets attributable to
preferred stock issued by or borrowings by the Nuveen funds) of
Nuveen-sponsored funds in the U.S.
22
The management fee compensates the Adviser for overall investment advisory and
administrative services and general office facilities. The Fund pays no
compensation directly to those of its Trustees who are affiliated with the
Adviser or to its Officers, all of whom receive remuneration for their services
to the Fund from the Adviser or its affiliates. The Board of Trustees has
adopted a deferred compensation plan for independent Trustees that enables
Trustees to elect to defer receipt of all or a portion of the annual
compensation they are entitled to receive from certain Nuveen advised funds.
Under the plan, deferred amounts are treated as though equal dollar amounts had
been invested in shares of select Nuveen advised funds.
Agreement and Plan of Merger
On June 20, 2007, Nuveen Investments announced that it had entered into a
definitive Agreement and Plan of Merger ("Merger Agreement") with Windy City
Investments, Inc. ("Windy City"), a corporation formed by investors led by
Madison Dearborn Partners, LLC ("Madison Dearborn"), pursuant to which Windy
City would acquire Nuveen Investments. Madison Dearborn is a private equity
investment firm based in Chicago, Illinois. The merger was consummated on
November 13, 2007.
The consummation of the merger was deemed to be an "assignment" (as that term is
defined in the Investment Company Act of 1940) of the investment management
agreement between the Fund and the Adviser, and resulted in the automatic
termination of the Fundagreement. The Board of Trustees of the Fund considered
and approved a new investment management agreement with the Adviser. The new
ongoing agreement was approved by the shareholders of the Fund and took effect
on November 13, 2007.
The investors led by Madison Dearborn include an affiliate of Merrill Lynch. As
a result, Merrill Lynch is an indirect "affiliated person" (as that term is
defined in the Investment Company Act of 1940) of the Fund. Certain conflicts of
interest may arise as a result of such indirect affiliation. For example, the
Fund is generally prohibited from entering into principal transactions with
Merrill Lynch and its affiliates. The Adviser does not believe that any such
prohibitions or limitations as a result of Merrill Lynch's affiliation will
significantly impact the ability of the Fund to pursue its investment objectives
and policies.
6. NEW ACCOUNTING PRONOUNCEMENTS
Financial Accounting Standards Board Interpretation No. 48
Effective September 30, 2007, the Fund adopted Financial Accounting Standards
Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN
48). FIN 48 provides guidance regarding how uncertain tax positions should be
recognized, measured, presented and disclosed in the financial statements. FIN
48 requires the evaluation of tax positions taken or expected to be taken in the
course of preparing the Fund's tax returns to determine whether the tax
positions are "more-likely-than-not" of being sustained by the applicable tax
authority. Tax positions not deemed to meet the more-likely-than-not threshold
would be recorded as a tax benefit or expense in the current year. Management of
the Fund has concluded that there are no significant uncertain tax positions
that require recognition in the Fund's financial statements. Consequently, the
adoption of FIN 48 had no impact on the net assets or results of operations of
the Fund.
Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 157
In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 157, "Fair Value
Measurements." This standard establishes a single authoritative definition of
fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurements. SFAS No. 157 applies to
fair value measurements already required or permitted by existing standards.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The changes to current generally accepted accounting principles from the
application of this standard relate to the definition of fair value, the methods
used to measure fair value, and the expanded disclosures about fair value
measurements. As of September 30, 2007, management does not believe the adoption
of SFAS No. 157 will impact the financial statement amounts; however, additional
disclosures may be required about the inputs used to develop the measurements
and the effect of certain of the measurements included within the Statement of
Operations for the period.
7. SUBSEQUENT EVENT
Distributions to Shareholders
The Fund declared a dividend distribution of $.0365 per share from its
tax-exempt net investment income which was paid on November 1, 2007, to
shareholders of record on October 15, 2007.
23
Financial
HIGHLIGHTS (Unaudited)
Selected data for a share outstanding throughout each period:
Investment Operations Less Distributions
----------------------------------- ----------------------------------
Net
Beginning Net Realized/ Net Ending Ending
Net Asset Investment Unrealized Investment Capital Net Asset Market
Value Income Gain (Loss) Total Income Gains Total Value Value
------------------------------------------------------------------------------------------------------------------------------------
Year Ended 3/31:
2008(b) $10.19 $.22 $(.04) $.18 $(.22) $ -- $(.22) $10.15 $9.44
2007 10.15 .46 .05 .51 (.47) -- (.47) 10.19 9.94
2006 10.22 .48 (.07) .41 (.48) -- (.48) 10.15 9.95
2005 10.35 .49 (.14) .35 (.48) -- (.48) 10.22 9.30
2004 10.34 .51 -- .51 (.50) -- (.50) 10.35 9.93
2003(a) 10.57 .43 (.22) .21 (.44) -- (.44) 10.34 9.85
Year Ended 5/31:
2002 11.21 .57 (.57) -- (.61) (.03) (.64) 10.57 10.45
====================================================================================================================================
Ratios/Supplemental Data
------------------------------------------------------------------------------------
Ratios to Average Ratios to Average
Net Assets Net Assets
Total Returns Before Credit After Credit**
---------------------- ------------------------- -------------------------
Based on Based on Ending Net Net Portfolio
Market Net Asset Net Assets Investment Investment Turnover
Value+ Value+ (000) Expenses Income Expenses Income Rate
------------------------------------------------------------------------------------------------------------------------------------
Year Ended 3/31:
2008(b) (2.85)% 1.78% $125,838 .59%* 4.39%* .58%* 4.40%* 5%
2007 4.75 5.10 126,316 .62 4.44 .58 4.48 15
2006 12.21 4.02 125,857 .59 4.67 .57 4.68 7
2005 (1.52) 3.44 126,645 .61 4.81 .60 4.82 10
2004 6.03 5.09 128,335 .63 4.92 .62 4.93 13
2003(a) (1.48) 2.03 128,106 .65* 4.95* .65* 4.96* 6
Year Ended 5/31:
2002 1.87 (.06) 130,959 .69 5.23 .68 5.23 48
====================================================================================================================================
* Annualized.
** After custodian fee credit.
+ Total Return on Market Value is the combination of changes in the market
price per share and the effect of reinvested dividend income and reinvested
capital gains distributions, if any, at the average price paid per share at
the time of reinvestment. The last dividend declared in the period, which
is typically paid on the first business day of the following month, is
assumed to be reinvested at the ending market price. The actual
reinvestment for the last dividend declared in the period takes place over
several days, and in some instances may not be based on the market price,
so the actual reinvestment price may be different from the price used in
the calculation. Total returns are not annualized.
Total Return on Net Asset Value is the combination of changes in net asset
value, reinvested dividend income at net asset value and reinvested capital
gains distributions at net asset value, if any. The last dividend declared
in the period, which is typically paid on the first business day of the
following month, is assumed to be reinvested at the ending net asset value.
The actual reinvest price for the last dividend declared in the period may
often be based on the Fund's market price (and not its net asset value),
and therefore may be different from the price used in the calculation.
Total returns are not annualized.
(a) For the period June 1, 2002 through March 31, 2003.
(b) For the six months ended September 30, 2007.
See accompanying notes to financial statements.
24-25 spread
Annual Investment
Management Agreement
APPROVAL PROCESS
The Board Members are responsible for overseeing the performance of the
investment adviser to the Fund and determining whether to continue the advisory
arrangement. At the annual review meeting held on May 21, 2007 (the "May
Meeting"), the Board Members of the Fund, including the Independent Board
Members, unanimously approved the continuance of the Investment Management
Agreement between the Fund and Nuveen Asset Management ("NAM"). The foregoing
Investment Management Agreement with NAM is hereafter referred to as the
"Original Investment Management Agreement."
Subsequent to the May Meeting, Nuveen Investments, Inc. ("Nuveen"), the parent
company of NAM, entered into a merger agreement providing for the acquisition of
Nuveen by Windy City Investments, Inc., a corporation formed by investors led by
Madison Dearborn Partners, LLC ("MDP"), a private equity investment firm (the
"Transaction"). The Original Investment Management Agreement, as required by
Section 15 of the Investment Company Act of 1940 (the "1940 Act"), provides for
its automatic termination in the event of its "assignment" (as defined in the
1940 Act). Any change in control of the adviser is deemed to be an assignment.
The consummation of the Transaction will result in a change of control of NAM as
well as its affiliated sub-advisers and therefore cause the automatic
termination of the Original Investment Management Agreement, as required by the
1940 Act. Accordingly, in anticipation of the Transaction, at a meeting held on
July 31, 2007 (the "July Meeting"), the Board Members, including the Independent
Board Members, unanimously approved a new Investment Management Agreement (the
"New Investment Management Agreement") with NAM on behalf of the Fund to take
effect immediately after the Transaction or shareholder approval of the new
advisory contract, whichever is later. The 1940 Act also requires that the New
Investment Management Agreement be approved by the Fund's shareholders in order
for it to become effective. Accordingly, to ensure continuity of advisory
services, the Board Members, including the Independent Board Members,
unanimously approved an Interim Investment Management Agreement to take effect
upon the closing of the Transaction if shareholders have not yet approved the
New Investment Management Agreement.
Because the information provided and considerations made at the annual review
continue to be relevant with respect to the evaluation of the New Investment
Management Agreement, the Board considered the foregoing as part of its
deliberations of the New Investment Management Agreement. Accordingly, as
indicated, the discussions immediately below outline the materials and
information presented to the Board in connection with the Board's prior annual
review and the analysis undertaken and the conclusions reached by Board Members
when determining to continue the Original Investment Management Agreement.
I. APPROVAL OF THE ORIGINAL INVESTMENT MANAGEMENT AGREEMENT
During the course of the year, the Board received a wide variety of materials
relating to the services provided by NAM and the performance of the Fund. At
each of its quarterly meetings, the Board reviewed investment performance and
various matters relating to the operations of the Fund and other Nuveen funds,
including the compliance program, shareholder services, valuation, custody,
distribution and other information relating to the nature, extent and quality of
services provided by NAM. Between the regularly scheduled quarterly meetings,
the Board Members received information on particular matters as the need arose.
In preparation for their considerations at the May Meeting, the Independent
Board Members received extensive materials, well in advance of the meeting,
which outlined or are related to, among other things:
[] the nature, extent and quality of services provided by NAM;
[] the organization and business operations of NAM, including the
responsibilities of various departments and key personnel;
26
[] the Fund's past performance as well as the Fund's performance compared to
funds with similar investment objectives based on data and information
provided by an independent third party and to customized benchmarks;
[] the profitability of Nuveen and certain industry profitability analyses for
unaffiliated advisers;
[] the expenses of Nuveen in providing the various services;
[] the advisory fees and total expense ratios of the Fund, including
comparisons of such fees and expenses with those of comparable,
unaffiliated funds based on information and data provided by an independent
third party (the "Peer Universe") as well as compared to a subset of funds
within the Peer Universe (the "Peer Group") of the Fund (as applicable);
[] the advisory fees NAM assesses to other types of investment products or
clients;
[] the soft dollar practices of NAM, if any; and
[] from independent legal counsel, a legal memorandum describing among other
things, applicable laws, regulations and duties in reviewing and approving
advisory contracts.
At the May Meeting, NAM made a presentation to, and responded to questions from,
the Board. Prior to and after the presentations and reviewing the written
materials, the Independent Board Members met privately with their legal counsel
to review the Boardduties in reviewing advisory contracts and considering the
renewal of advisory contracts. The Independent Board Members, in consultation
with independent counsel, reviewed the factors set out in judicial decisions and
Securities and Exchange Commission ("SEC") directives relating to the renewal of
advisory contracts. As outlined in more detail below, the Board Members
considered all factors they believed relevant with respect to the Fund,
including, but not limited to, the following: (a) the nature, extent and quality
of the services to be provided by NAM; (b) the investment performance of the
Fund and NAM; (c) the costs of the services to be provided and profits to be
realized by Nuveen and its affiliates; (d) the extent to which economies of
scale would be realized; and (e) whether fee levels reflect those economies of
scale for the benefit of the Fund's investors. In addition, as noted, the Board
Members met regularly throughout the year to oversee the Fund. In evaluating the
Original Investment Management Agreement, the Board Members also relied upon
their knowledge of NAM, its services and the Fund resulting from their meetings
and other interactions throughout the year. It is with this background that the
Board Members considered the Original Investment Management Agreement.
A. NATURE, EXTENT AND QUALITY OF SERVICES
In considering the renewal of the Original Investment Management Agreement, the
Board Members considered the nature, extent and quality of NAM's services. The
Board Members reviewed materials outlining, among other things, Nuveen's
organization and business; the types of services that NAM or its affiliates
provide and are expected to provide to the Fund; the performance record of the
Fund (as described in further detail below); and, any initiatives Nuveen had
taken for the municipal fund product line. As noted, at the annual review, the
Board Members were already familiar with the organization, operations and
personnel of NAM due to the Board Members' experience in governing the Fund and
working with NAM on matters relating to the Fund. With respect to personnel, the
Board Members recognized NAM's investment in additional qualified personnel
throughout the various groups in the organization and recommended to NAM that it
continue to review staffing needs as necessary. In addition, the Board Members
reviewed materials describing the current status and, in particular, the
developments in 2006 with respect to NAM's investment process, investment
strategies (including additional tools used in executing such strategies),
personnel (including portfolio management and research teams), trading process,
hedging activities, risk management operations (e.g., reviewing credit quality,
duration limits, and derivatives use, as applicable), and investment operations
(such as enhancements to trading procedures, pricing procedures, and client
services). The Board Members recognized NAM's investment of resources and
efforts to continue to enhance and refine its investment process.
In addition to advisory services, the Independent Board Members considered the
quality of administrative and non-advisory services provided by NAM and noted
that NAM and its affiliates provide the Fund with a wide variety of services and
officers and other personnel as are necessary for the operations of the Fund,
including:
27
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
[] product management;
[] fund administration;
[] oversight by shareholder services and other fund service providers;
[] administration of Board relations;
[] regulatory and portfolio compliance; and
[] legal support.
As the Fund operates in a highly regulated industry and given the importance of
compliance, the Board Members considered, in particular, Nuveen's compliance
activities for the Fund and enhancements thereto. In this regard, the Board
Members recognized the quality of Nuveen's compliance team. The Board Members
further noted Nuveen's negotiations with other service providers and the
corresponding reduction in certain service providers' fees at the May Meeting.
In addition to the foregoing services, the Board Members also noted the
additional services that NAM or its affiliates provide to Nuveen's closed-end
funds, including, in particular, its secondary market support activities. The
Board Members recognized Nuveen's continued commitment to supporting the
secondary market for the common shares of its closed-end funds through a variety
of programs designed to raise investor and analyst awareness and understanding
of closed-end funds. These efforts include:
[] maintaining shareholder communications;
[] providing advertising for the Nuveen closed-end funds;
[] maintaining its closed-end fund website;
[] maintaining continual contact with financial advisers;
[] providing educational symposia;
[] conducting research with investors and financial analysis regarding
closed-end funds; and
[] evaluating secondary market performance.
With respect to the Nuveen closed-end funds that utilize leverage through the
issuance of preferred shares ("Preferred Shares"), the Board Members noted
Nuveen's continued support for the holders of Preferred Shares by, among other
things:
[] maintaining an in-house trading desk;
[] maintaining a product manager for the Preferred Shares;
[] developing distribution for Preferred Shares with new market participants;
[] maintaining an orderly auction process;
[] managing leverage and risk management of leverage; and
[] maintaining systems necessary to test compliance with rating agency
criteria.
Based on their review, the Board Members found that, overall, the nature, extent
and quality of services provided (and expected to be provided) to the Fund under
the Original Investment Management Agreement were satisfactory.
B. THE INVESTMENT PERFORMANCE OF THE FUND AND NAM
At the May Meeting, the Board considered the investment performance for the
Fund, including the Fund's historic performance as well as its performance
compared to funds with similar investment objectives (the "Performance Peer
Group") based on data provided by an independent third party (as described
below). The Board Members also reviewed the Fund's portfolio level performance
(which does not reflect fund level fees and expenses, and leverage) against
customized benchmarks, described in further detail below.
28
In evaluating the performance information during the annual review at the May
Meeting, in certain instances, the Board Members noted that the closest
Performance Peer Group for a fund may not adequately reflect such fund's
investment objectives and strategies, thereby limiting the usefulness of the
comparisons of such fund's performance with that of the Performance Peer Group.
With respect to state-specific municipal funds, the Board Members also
recognized that certain funds do not have a corresponding state-specific
Performance Peer Group in which case their performance is measured against a
more general municipal category for various states. With respect to municipal
closed-end funds, funds that do not have corresponding state-specific
Performance Peer Groups are from states other than New York, California,
Florida, New Jersey, Michigan and Pennsylvania. However, with respect to funds
based in Florida, New Jersey, Michigan and Pennsylvania, the peer group may be
so small or the Nuveen funds may dominate the category to such an extent that
performance information for such funds was also compared to the more general
category for all states (other than New York and California).
The Board Members reviewed performance information including, among other
things, total return information compared with the Fund's Performance Peer Group
for the one-, three- and five-year periods (as applicable) ending December 31,
2006. The Board Members also reviewed the Fund's portfolio level performance
(which does not reflect fund level fees and expenses, and leverage) compared to
customized portfolio level benchmarks for the one- and three-year periods ending
December 31, 2006 (as applicable). The analysis was used to assess the efficacy
of investment decisions against appropriate measures of risk and total return,
within specific market segments. This information supplemented the Fund
performance information provided to the Board at each of its quarterly meetings.
Based on their review, the Board Members determined that the Fund's investment
performance over time had been satisfactory, subject to the following. With
respect to various municipal closed-end funds, the Board Members noted relative
total return underperformance in recent years compared to peers. The Board
Members reviewed materials and discussed with NAM the factors contributing to
the shift in performance including, among other things, the degree of risk
undertaken by peers compared to the municipal closed-end funds (such as through
the increased use of leverage or taking concentrated positions in high risk
credits). In addition, the Board Members also considered a fund's dividend
performance and the extent of any secondary market discounts. The Board Members
noted NAM's efforts to evaluate the factors affecting performance and determine
whether modification to a fund's investment strategy is necessary or
appropriate, and concluded that they were satisfied with the steps being taken.
C. FEES, EXPENSES AND PROFITABILITY
1. FEES AND EXPENSES
During the annual review, in evaluating the management fees and expenses of
the Fund, the Board reviewed, among other things, the Fund's advisory fees
(net and gross management fees) and total expense ratios (before and after
expense reimbursements and/or waivers) in absolute terms as well as
comparisons to the gross management fees (before waivers), net management
fees (after waivers) and total expense ratios (before and after waivers) of
comparable funds in the Peer Universe and the Peer Group. In reviewing the
fee schedule for the Fund, the Board Members considered the fund-level and
complex-wide breakpoint schedules (described in further detail below) and
any fee waivers and reimbursements provided by Nuveen (applicable, in
particular, for certain funds launched since 1999). The Board Members
further reviewed data regarding the construction of Peer Groups as well as
the methods of measurement for the fee and expense analysis and the
performance analysis. In certain cases, due to the small number of peers in
the Peer Universe, the Peer Universe and Peer Group had significant overlap
or even consisted entirely of the same unaffiliated funds. In reviewing the
comparisons of fee and expense information, the Board Members recognized
that in certain cases, the fund size relative to peers, the small size and
odd composition of the Peer Group (including differences in objectives and
strategies), expense anomalies, timing of information used or other factors
impacting the comparisons thereby limited some of the usefulness of the
comparative data. The Board Members also considered the differences in the
use of leverage. Based on their review of the fee and expense information
provided, the Board Members determined that the Fund's net total expense
ratio was within an acceptable range compared to peers.
29
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
2. COMPARISONS WITH THE FEES OF OTHER CLIENTS
At the annual review, the Board Members further reviewed data comparing the
advisory fees of NAM with fees NAM charges to other clients. With respect
to municipal funds, such clients include NAM's municipal separately managed
accounts. In general, the advisory fees charged for separate accounts are
somewhat lower than the advisory fees assessed to the Fund. The Board
Members considered the differences in the product types, including, but not
limited to, the services provided, the structure and operations, product
distribution and costs thereof, portfolio investment policies, investor
profiles, account sizes and regulatory requirements. The Board Members
noted, in particular, that the range of services provided to the Fund (as
discussed above) is much more extensive than that provided to separately
managed accounts. As described in further detail above, such additional
services include, but are not limited to: product management, fund
administration, oversight of third party service providers, administration
of Board relations, and legal support. The Board Members noted that the
Fund operates in a highly regulated industry requiring extensive compliance
functions compared to other investment products. Given the inherent
differences in the products, particularly the extensive services provided
to the Fund, the Board Members believe such facts justify the different
levels of fees.
3. PROFITABILITY OF NUVEEN
In conjunction with its review of fees, the Board Members also considered
the profitability of Nuveen for its advisory activities (which incorporated
Nuveen's wholly-owned affiliated sub-advisers) and its financial condition.
At the annual review, the Board Members reviewed the revenues and expenses
of Nuveen's advisory activities for the last three years, the allocation
methodology used in preparing the profitability data as well as the 2006
Annual Report for Nuveen. The Board Members noted this information
supplemented the profitability information requested and received during
the year to help keep them apprised of developments affecting profitability
(such as changes in fee waivers and expense reimbursement commitments). In
this regard, the Board Members noted the enhanced dialogue and information
regarding profitability with NAM during the year, including more frequent
meetings and updates from Nuveen's corporate finance group. The Board
Members also reviewed data comparing Nuveen's profitability with other fund
sponsors prepared by three independent third party service providers as
well as comparisons of the revenues, expenses and profit margins of various
unaffiliated management firms with similar amounts of assets under
management prepared by Nuveen.
In reviewing profitability, the Board Members recognized the subjective
nature of determining profitability which may be affected by numerous
factors, including the allocation of expenses. Further, the Board Members
recognized the difficulties in making comparisons as the profitability of
other advisers generally is not publicly available and the profitability
information that is available for certain advisers or management firms may
not be representative of the industry and may be affected by, among other
things, the adviser's particular business mix, capital costs, types of
funds managed and expense allocations.
Notwithstanding the foregoing, the Board Members reviewed Nuveen's methodology
and assumptions for allocating expenses across product lines to determine
profitability. Last year, the Board Members also designated an Independent Board
Member as a point person for the Board to review the methodology determinations
during the year and any refinements thereto, which relevant information produced
from such process was reported to the full Board. In reviewing profitability,
the Board Members recognized Nuveen's increased investment in its fund business.
Based on its review, the Board Members concluded that Nuveen's level of
profitability for its advisory activities was reasonable in light of the
services provided.
In evaluating the reasonableness of the compensation, the Board Members also
considered other amounts paid to NAM by the Fund as well as any indirect
benefits (such as soft dollar arrangements, if any) NAM and its affiliates
receive, or are expected to receive, that are directly attributable to the
management of the Fund, if any. See Section E below for additional information
on indirect benefits NAM may receive as a result of its relationship with the
Fund. Based on their review of the overall fee arrangements of the Fund, the
Board Members determined that the advisory fees and expenses of the Fund were
reasonable.
30
D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE
With respect to economies of scale, the Board Members recognized the potential
benefits resulting from the costs of the Fund being spread over a larger asset
base. To help ensure the shareholders share in these benefits, the Board Members
reviewed and considered the breakpoints in the advisory fee schedules that
reduce advisory fees. In addition to advisory fee breakpoints, the Board also
approved a complex-wide fee arrangement in 2004. Pursuant to the complex-wide
fee arrangement, the fees of the funds in the Nuveen complex, including the
Fund, are reduced as the assets in the fund complex reach certain levels. In
evaluating the complex-wide fee arrangement, the Board Members noted that the
last complex-wide asset level breakpoint for the complex-wide fee schedule was
at $91 billion and that the Board Members anticipated further review and/or
negotiations prior to the assets of the Nuveen complex reaching such threshold.
Based on their review, the Board Members concluded that the breakpoint schedule
and complex-wide fee arrangement were acceptable and desirable in providing
benefits from economies of scale to shareholders, subject to further evaluation
of the complex-wide fee schedule as assets in the complex increase. See Section
II, Paragraph D - "Approval of the New Investment Management Agreement -
Economies of Scale and Whether Fee Levels Reflect These Economies of Scale" for
information regarding subsequent modifications to the complex-wide fee.
E. INDIRECT BENEFITS
In evaluating fees, the Board Members also considered any indirect benefits or
profits NAM or its affiliates may receive as a result of its relationship with
the Fund. With respect to closed-end funds, the Board Members considered the
revenues received by affiliates of NAM for serving as agent at Nuveen's
preferred trading desk and for serving as a co-manager in the initial public
offering of new closed-end exchange traded funds.
In addition to the above, the Board Members considered whether NAM received any
benefits from soft dollar arrangements whereby a portion of the commissions paid
by the Fund for brokerage may be used to acquire research that may be useful to
NAM in managing the assets of the Fund and other clients. With respect to NAM,
the Board Members noted that NAM does not currently have any soft dollar
arrangements; however, to the extent certain bona fide agency transactions that
occur on markets that traditionally trade on a principal basis and riskless
principal transactions are considered as generating "commissions," NAM intends
to comply with the applicable safe harbor provisions.
Based on their review, the Board Members concluded that any indirect benefits
received by NAM as a result of its relationship with the Fund were reasonable
and within acceptable parameters.
F. OTHER CONSIDERATIONS
The Board Members did not identify any single factor discussed previously as
all-important or controlling in their considerations to continue the Original
Investment Management Agreement. The Board Members, including the Independent
Board Members, unanimously concluded that the terms of the Original Investment
Management Agreement are fair and reasonable, that NAM's fees are reasonable in
light of the services provided to the Fund and that the renewal of the Original
Investment Management Agreement be approved.
II. APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT
Following the May Meeting, the Board Members were advised of the potential
Transaction. As noted above, the completion of the Transaction would terminate
the Original Investment Management Agreement. Accordingly, at the July Meeting,
the Board of the Fund, including the Independent Board Members, unanimously
approved the New Investment Management Agreement on behalf of the Fund. Leading
up to the July Meeting, the Board Members had several meetings and deliberations
with and without Nuveen management present, and with the advice of legal
counsel, regarding the proposed Transaction as outlined below.
On June 8, 2007, the Board Members held a special telephonic meeting to discuss
the proposed Transaction. At that meeting, the Board Members established a
special ad hoc committee comprised solely of Independent Board Members to focus
on the Transaction and to keep the Independent Board Members
31
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
updated with developments regarding the Transaction. On June 15, 2007, the ad
hoc committee discussed with representatives of NAM the Transaction and
modifications to the complex-wide fee schedule that would generate additional
fee savings at specified levels of complex-wide asset growth. Following the
foregoing meetings and several subsequent telephonic conferences among
Independent Board Members and independent counsel, and between Independent Board
Members and representatives of Nuveen, the Board met on June 18, 2007 to further
discuss the proposed Transaction. Immediately prior to and then again during the
June 18, 2007 meeting, the Independent Board Members met privately with their
independent legal counsel. At that meeting, the Board met with representatives
of MDP, of Goldman Sachs, Nuveen's financial adviser in the Transaction, and of
the Nuveen Board to discuss, among other things, the history and structure of
MDP, the terms of the proposed Transaction (including the financing terms), and
MDP's general plans and intentions with respect to Nuveen (including with
respect to management, employees, and future growth prospects). On July 9, 2007,
the Board also met to be updated on the Transaction as part of a special
telephonic Board meeting. The Board Members were further updated at a special
in-person Board meeting held on July 19, 2007 (one Independent Board Member
participated telephonically). Subsequently, on July 27, 2007, the ad hoc
committee held a telephonic conference with representatives of Nuveen and MDP to
further discuss, among other things, the Transaction, the financing of the
Transaction, retention and incentive plans for key employees, the effect of
regulatory restrictions on transactions with affiliates after the Transaction,
and current volatile market conditions and their impact on the Transaction.
In connection with their review of the New Investment Management Agreement, the
Independent Board Members, through their independent legal counsel, also
requested in writing and received additional information regarding the proposed
Transaction and its impact on the provision of services by NAM and its
affiliates.
The Independent Board Members received, well in advance of the July Meeting,
materials which outlined, among other things:
[] the structure and terms of the Transaction, including MDP's co-investor
entities and their expected ownership interests, and the financing
arrangements that will exist for Nuveen following the closing of the
Transaction;
[] the strategic plan for Nuveen following the Transaction;
[] the governance structure for Nuveen following the Transaction;
[] any anticipated changes in the operations of the Nuveen funds following the
Transaction, including changes to NAM's and Nuveen's day-to-day management,
infrastructure and ability to provide advisory, distribution or other
applicable services to the Fund;
[] any changes to senior management or key personnel who work on Fund related
matters (including portfolio management, investment oversight, and
legal/compliance) and any retention or incentive arrangements for such
persons;
[] any anticipated effect on the Fund's expense ratio (including advisory
fees) following the Transaction;
[] any benefits or undue burdens imposed on the Fund as a result of the
Transaction;
[] any legal issues for the Fund as a result of the Transaction;
[] the nature, quality and extent of services expected to be provided to the
Fund following the Transaction, changes to any existing services and
policies affecting the Fund, and cost-cutting efforts, if any, that may
impact such services or policies;
[] any conflicts of interest that may arise for Nuveen or MDP with respect to
the Fund;
[] the costs associated with obtaining necessary shareholder approvals and who
would bear those costs; and
[] from legal counsel, a memorandum describing the applicable laws,
regulations and duties in approving advisory contracts, including, in
particular, with respect to a change of control.
32
Immediately preceding the July Meeting, representatives of MDP met with the
Board to further respond to questions regarding the Transaction. After the
meeting with MDP, the Independent Board Members met with independent legal
counsel in executive session. At the July Meeting, Nuveen also made a
presentation and responded to questions. Following the presentations and
discussions of the materials presented to the Board, the Independent Board
Members met again in executive session with their counsel. As outlined in more
detail below, the Independent Board Members considered all factors they believed
relevant with respect to the Fund, including the impact that the Transaction
could be expected to have on the following: (a) the nature, extent and quality
of services to be provided; (b) the investment performance of the Fund; (c) the
costs of the services and profits to be realized by Nuveen and its affiliates;
(d) the extent to which economies of scale would be realized; and (e) whether
fee levels reflect those economies of scale for the benefit of investors. As
noted above, the Board Members had completed their annual review of the Original
Investment Management Agreement at the May Meeting and many of the factors
considered at the annual review were applicable to their evaluation of the New
Investment Management Agreement. Accordingly, in evaluating the New Investment
Management Agreement, the Board Members relied upon their knowledge and
experience with NAM and considered the information received and their
evaluations and conclusions drawn at the annual review. While the Board reviewed
many Nuveen funds at the July Meeting, the Independent Board Members evaluated
all information available to them on a fund-by-fund basis, and their
determinations were made separately in respect of the Fund.
A. NATURE, EXTENT AND QUALITY OF SERVICES
In evaluating the nature, quality and extent of the services expected to be
provided by NAM under the New Investment Management Agreement, the Independent
Board Members considered, among other things, the expected impact, if any, of
the Transaction on the operations, facilities, organization and personnel of
NAM; the potential implications of regulatory restrictions on the Fund following
the Transaction; the ability of NAM and its affiliates to perform their duties
after the Transaction; and any anticipated changes to the current investment and
other practices of the Fund.
The Board noted that the terms of the New Investment Management Agreement,
including the fees payable thereunder, are substantially identical to those of
the Original Investment Management Agreement relating to the Fund (with both
reflecting reductions to fee levels in the complex-wide fee schedule for
complex-wide assets in excess of $80 billion that have an effective date of
August 20, 2007). The Board considered that the services to be provided and the
standard of care under the New Investment Management Agreement are the same as
the Original Investment Management Agreement. The Board Members further noted
that key personnel who have responsibility for the Fund in each area, including
portfolio management, investment oversight, fund management, fund operations,
product management, legal/compliance and board support functions, are expected
to be the same following the Transaction. The Board Members considered and are
familiar with the qualifications, skills and experience of such personnel. The
Board also considered certain information regarding anticipated retention or
incentive plans designed to retain key personnel. Further, the Board Members
noted that no changes to Nuveen's infrastructure or operations as a result of
the Transaction were anticipated other than potential enhancements as a result
of an expected increase in the level of investment in such infrastructure and
personnel. The Board noted MDP's representations that it does not plan to have a
direct role in the management of Nuveen, appointing new management personnel, or
directly impacting individual staffing decisions. The Board Members also noted
that there were not any planned "cost cutting" measures that could be expected
to reduce the nature, extent or quality of services. After consideration of the
foregoing, the Board Members concluded that no diminution in the nature, quality
and extent of services provided to the Fund and its shareholders is expected.
In addition to the above, the Board Members considered potential changes in the
operations of the Fund. In this regard, the Board Members considered the
potential effect of regulatory restrictions on the Fund's transactions with
future affiliated persons. During their deliberations, it was noted that, after
the Transaction, a subsidiary of Merrill Lynch is expected to have an ownership
interest in Nuveen at a level that will make Merrill Lynch an affiliated person
of Nuveen. The Board Members recognized that applicable law would generally
prohibit the Fund from engaging in securities transactions with Merrill Lynch as
principal, and would also impose restrictions on using Merrill Lynch for agency
transactions. They recognized that having MDP and Merrill Lynch as affiliates
may restrict the Nuveen funds' ability to invest in securities of issuers
33
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
controlled by MDP or issued by Merrill Lynch and its affiliates even if not
bought directly from MDP or Merrill Lynch as principal. They also recognized
that various regulations may require the Nuveen funds to apply investment
limitations on a combined basis with affiliates of Merrill Lynch. The Board
Members considered information provided by NAM regarding the potential impact on
the Nuveen funds' operations as a result of these regulatory restrictions. The
Board Members considered, in particular, the Nuveen funds that may be impacted
most by the restricted access to Merrill Lynch, including: municipal funds
(particularly certain state-specific funds), senior loan funds, taxable fixed
income funds, preferred security funds and funds that heavily use derivatives.
The Board Members considered such funds' historic use of Merrill Lynch as
principal in their transactions and information provided by NAM regarding the
expected impact resulting from Merrill Lynch's affiliation with Nuveen and
available measures that could be taken to minimize such impact. NAM informed the
Board Members that, although difficult to determine with certainty, its
management did not believe that MDP's or Merrill Lynch's status as an affiliate
of Nuveen would have a material adverse effect on any Nuveen fund's ability to
pursue its investment objectives and policies.
In addition to the regulatory restrictions considered by the Board, the Board
Members also considered potential conflicts of interest that could arise between
the Nuveen funds and various parties to the Transaction and discussed possible
ways of addressing such conflicts.
Based on its review along with its considerations regarding services at the
annual review, the Board concluded that the Transaction was not expected to
adversely affect the nature, quality or extent of services provided by NAM and
that the expected nature, quality and extent of such services supported approval
of the New Investment Management Agreement.
B. PERFORMANCE OF THE FUND
With respect to the performance of the Fund, the Board considered that the
portfolio management personnel responsible for the management of the Fund's
portfolio were expected to continue to manage the portfolios following the
completion of the Transaction.
In addition, the Board Members recently reviewed Fund performance at the May
Meeting, as described above, and determined that Fund performance was
satisfactory or better, subject to the following. With respect to certain
municipal closed-end funds with relative short-term underperformance, the Board
Members concluded NAM was taking steps to evaluate the factors affecting
performance and those steps would continue following the Transaction. Further,
the investment policies and strategies were not expected to change as a result
of the Transaction.
In light of the foregoing factors, along with the prior findings regarding
performance at the annual review, the Board concluded that its findings with
respect to performance supported approval of the New Investment Management
Agreement.
C. FEES, EXPENSES AND PROFITABILITY
As described in more detail above, during the annual review, the Board Members
considered, among other things, the management fees and expenses of the Fund,
the breakpoint schedules, and comparisons of such fees and expenses with peers.
At the annual review, the Board Members determined that the Fund's advisory fees
and expenses were reasonable. In evaluating the costs of services to be provided
by NAM under the New Investment Management Agreement and the profitability of
Nuveen for its advisory activities, the Board Members considered their prior
conclusions at the annual review and whether the management fees or other
expenses would change as a result of the Transaction. As described above, the
investment management fee is composed of two components--a fund-level component
and complex-wide level component. The fee schedule under the New Investment
Management Agreement to be paid to NAM is identical to that under the Original
Investment Management Agreement, including the modified complex-wide fee
schedule. As noted above, the Board recently approved a modified complex-wide
fee schedule that would generate additional fee savings on complex-wide assets
above $80 billion. The modifications have an effective date of August 20, 2007
and are part of the Original Investment Management Agreement. Accordingly, the
terms of the complex-wide component under the New Investment Management
Agreement are the same as under the Original Investment Management Agreement.
The Board Members also noted
34
that Nuveen has committed for a period of two years from the date of closing of
the Transaction that it will not increase gross management fees for any Nuveen
fund and will not reduce voluntary expense reimbursement levels for any Nuveen
fund from their currently scheduled prospective levels. Based on the information
provided, the Board Members did not expect that overall Fund expenses would
increase as a result of the Transaction.
In addition, the Board Members considered that additional fund launches were
anticipated after the Transaction which would result in an increase in total
assets under management in the complex and a corresponding decrease in overall
management fees under the complex-wide fee schedule. Taking into consideration
the Board's prior evaluation of fees and expenses at the annual renewal, and the
modification to the complex-wide fee schedule, the Board determined that the
management fees and expenses were reasonable.
While it is difficult to predict with any degree of certainty the impact of the
Transaction on Nuveen's profitability, at the recent annual review, the Board
Members were satisfied that Nuveen's level of profitability for its advisory
activities was reasonable. During the year, the Board Members had noted the
enhanced dialogue regarding profitability and the appointment of an Independent
Board Member as a point person to review methodology determinations and
refinements in calculating profitability. Given their considerations at the
annual review and the modifications to the complex-wide fee schedule, the Board
Members were satisfied that Nuveen's level of profitability for its advisory
activities continues to be reasonable.
D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE
The Board Members have been cognizant of economies of scale and the potential
benefits resulting from the costs of the Fund being spread over a larger asset
base. To help ensure that shareholders share in the benefits derived from
economies of scale, the Board adopted the complex-wide fee arrangement in 2004.
At the May Meeting, the Board Members reviewed the complex-wide fee arrangements
and noted that additional negotiations may be necessary or appropriate as the
assets in the complex approached the $91 billion threshold. In light of this
assessment coupled with the upcoming Transaction, at the June 15, 2007 meeting,
the ad hoc committee met with representatives of Nuveen to further discuss
modifications to the complex-wide fee schedule that would generate additional
savings for shareholders as the assets of the complex grow. The proposed terms
for the complex-wide fee schedule are expressed in terms of targeted cumulative
savings at specified levels of complex-wide assets, rather than in terms of
targeted marginal complex-wide fee rates. Under the modified schedule, the
schedule would generate additional fee savings beginning at complex-wide assets
of $80 billion in order to achieve targeted cumulative annual savings at $91
billion of $28 million on a complex-wide level (approximately $0.6 million
higher than those generated under the then current schedule) and generate
additional fee savings for asset growth above complex-wide assets of $91 billion
in order to achieve targeted annual savings at $125 billion of assets of
approximately $50 million on a complex-wide level (approximately $2.2 million
higher annually than that generated under the then current schedule). At the
July Meeting, the Board approved the modified complex-wide fee schedule for the
Original Investment Management Agreement and these same terms will apply to the
New Investment Management Agreement. Accordingly, the Board Members believe that
the breakpoint schedules and revised complex-wide fee schedule are appropriate
and desirable in ensuring that shareholders participate in the benefits derived
from economies of scale.
E. INDIRECT BENEFITS
During their recent annual review, the Board Members considered any indirect
benefits that NAM may receive as a result of its relationship with the Fund, as
described above. As the policies and operations of Nuveen are not anticipated to
change significantly after the Transaction, such indirect benefits should remain
after the Transaction. The Board Members further considered any additional
indirect benefits to be received by NAM or its affiliates after the Transaction.
The Board Members noted that other than benefits from its ownership interest in
Nuveen and indirect benefits from fee revenues paid by the Fund under the
management agreement and other Board-approved relationships, it was currently
not expected that MDP or its affiliates would derive any benefit from the Fund
as a result of the Transaction or transact any business with or on behalf of the
Fund (other than perhaps potential Fund acquisitions, in secondary market
transactions, of securities issued by MDP portfolio companies); or that Merrill
Lynch or its affiliates would derive any benefits from the Fund as a result of
the Transaction (noting that, indeed, Merrill Lynch would stand to experience
the discontinuation of principal transaction activity with the Nuveen funds and
likely would experience a noticeable reduction in the volume of agency
transactions with the Nuveen funds).
35
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
F. OTHER CONSIDERATIONS
In addition to the factors above, the Board Members also considered the
following with respect to the Fund:
[] Nuveen would rely on the provisions of Section 15(f) of the 1940 Act.
Section 15(f) provides, in substance, that when a sale of a controlling
interest in an investment adviser occurs, the investment adviser or any of
its affiliated persons may receive any amount or benefit in connection with
the sale so long as (i) during the three-year period following the
consummation of a transaction, at least 75% of the investment company's
board of directors must not be "interested persons" (as defined in the 1940
Act) of the investment adviser or predecessor adviser and (ii) an "unfair
burden" (as defined in the 1940 Act, including any interpretations or
no-action letters of the SEC) must not be imposed on the investment company
as a result of the transaction relating to the sale of such interest, or
any express or implied terms, conditions or understanding applicable
thereto. In this regard, to help ensure that an unfair burden is not
imposed on the Nuveen funds, Nuveen has committed for a period of two years
from the date of the closing of the Transaction (i) not to increase gross
management fees for any Nuveen fund; (ii) not to reduce voluntary expense
reimbursement levels for any Nuveen fund from their currently scheduled
prospective levels during that period; (iii) that no Nuveen fund whose
portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a
broker with respect to portfolio transactions done on an agency basis,
except as may be approved in the future by the Compliance Committee of the
Board; and (iv) that NAM shall not cause the Fund and other municipal funds
that NAM manages, as a whole, to enter into portfolio transactions with or
through the other minority owners of Nuveen, on either a principal or an
agency basis, to a significantly greater extent than both what one would
expect an investment team to use such firm in the normal course of
business, and what NAM has historically done, without prior Board or
Compliance Committee approval (excluding the impact of proportionally
increasing the use of such other "minority owners" to fill the void
necessitated by not being able to use Merrill Lynch).
[] The Fund would not incur any costs in seeking the necessary shareholder
approvals for the New Investment Management Agreement (except for any costs
attributed to seeking shareholder approvals of Fund specific matters
unrelated to the Transaction, such as approval of Board Members, in which
case a portion of such costs will be borne by the Fund).
[] The reputation, financial strength and resources of MDP.
[] The long-term investment philosophy of MDP and anticipated plans to grow
Nuveen's business to the benefit of the Nuveen funds.
[] The benefits to the Nuveen funds as a result of the Transaction including:
(i) as a private company, Nuveen may have more flexibility in making
additional investments in its business; (ii) as a private company, Nuveen
may be better able to structure compensation packages to attract and retain
talented personnel; (iii) as certain of Nuveen's distribution partners are
expected to be equity or debt investors in Nuveen, Nuveen may be able to
take advantage of new or enhanced distribution arrangements with such
partners; and (iv) MDP's experience, capabilities and resources that may
help Nuveen identify and acquire investment teams or firms and finance such
acquisitions.
[] The historic premium and discount levels at which the shares of the Nuveen
funds have traded at specified dates with particular focus on the premiums
and discounts after the announcement of the Transaction, taking into
consideration recent volatile market conditions and steps or initiatives
considered or undertaken by NAM to address discount levels.
36
G. CONCLUSION
The Board Members did not identify any single factor discussed previously as
all-important or controlling. The Board Members, including the Independent Board
Members, unanimously concluded that the terms of the New Investment Management
Agreement are fair and reasonable, that the fees therein are reasonable in light
of the services to be provided to the Fund and that the New Investment
Management Agreement should be approved and recommended to shareholders.
III. APPROVAL OF INTERIM CONTRACT
As noted above, at the July Meeting, the Board Members, including the
Independent Board Members, unanimously approved the Interim Investment
Management Agreement. If necessary to assure continuity of advisory services,
the Interim Investment Management Agreement will take effect upon the closing of
the Transaction if shareholders have not yet approved the New Investment
Management Agreement. The terms of the Interim Investment Management Agreement
are substantially identical to those of the Original Investment Management
Agreement and New Investment Management Agreement, respectively, except for
certain term and escrow provisions. In light of the foregoing, the Board
Members, including the Independent Board Members, unanimously determined that
the scope and quality of services to be provided to the Fund under the Interim
Investment Management Agreement are at least equivalent to the scope and quality
of services provided under the Original Investment Management Agreement.
37
Reinvest Automatically
EASILY and CONVENIENTLY
NUVEEN MAKES REINVESTING EASY. A PHONE CALL IS ALL IT TAKES TO SET UP YOUR
REINVESTMENT ACCOUNT.
NUVEEN CLOSED-END FUNDS DIVIDEND REINVESTMENT PLAN
Your Nuveen Closed-End Fund allows you to conveniently reinvest dividends and/or
capital gains distributions in additional Fund shares.
By choosing to reinvest, you'll be able to invest money regularly and
automatically, and watch your investment grow through the power of tax-free
compounding. Just like dividends or distributions in cash, there may be times
when income or capital gains taxes may be payable on dividends or distributions
that are reinvested.
It is important to note that an automatic reinvestment plan does not ensure a
profit, nor does it protect you against loss in a declining market.
EASY AND CONVENIENT
To make recordkeeping easy and convenient, each month you'll receive a statement
showing your total dividends and distributions, the date of investment, the
shares acquired and the price per share, and the total number of shares you own.
HOW SHARES ARE PURCHASED
The shares you acquire by reinvesting will either be purchased on the open
market or newly issued by the Fund. If the shares are trading at or above net
asset value at the time of valuation, the Fund will issue new shares at the
greater of the net asset value or 95% of the then-current market price. If the
shares are trading at less than net asset value, shares for your account will be
purchased on the open market. If the Plan Agent begins purchasing Fund shares on
the open market while shares are trading below net asset value, but the Fund's
shares subsequently trade at or above their net asset value before the Plan
Agent is able to complete its purchases, the Plan Agent may cease open-market
purchases and may invest the uninvested portion of the distribution in
newly-issued Fund shares at a price equal to the greater of the shares' net
asset value or 95% of the shares' market value on the last business day
immediately prior to the purchase date. Dividends and distributions received to
purchase shares in the open market will normally be invested shortly after the
dividend payment date. No interest will be paid on dividends and distributions
awaiting reinvestment. Because the market price of the shares may increase
before purchases are completed, the average purchase price per share may exceed
the market price at the time of valuation, resulting in the acquisition of fewer
shares than if the dividend or distribution had been paid in shares issued by
the Fund. A pro rata portion of any applicable brokerage commissions on open
market purchases will be paid by Plan participants. These commissions usually
will be lower than those charged on individual transactions.
38
FLEXIBLE
You may change your distribution option or withdraw from the Plan at any time,
should your needs or situation change. Should you withdraw, you can receive a
certificate for all whole shares credited to your reinvestment account and cash
payment for fractional shares, or cash payment for all reinvestment account
shares, less brokerage commissions and a $2.50 service fee.
You can reinvest whether your shares are registered in your name, or in the name
of a brokerage firm, bank, or other nominee. Ask your investment advisor if his
or her firm will participate on your behalf. Participants whose shares are
registered in the name of one firm may not be able to transfer the shares to
another firm and continue to participate in the Plan.
The Fund reserves the right to amend or terminate the Plan at any time. Although
the Fund reserves the right to amend the Plan to include a service charge
payable by the participants, there is no direct service charge to participants
in the Plan at this time.
CALL TODAY TO START REINVESTING DIVIDENDS AND/OR DISTRIBUTIONS
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in
or withdraw from the Plan, speak with your financial advisor or call us at (800)
257-8787.
39
NOTES
40
NOTES
41
Glossary of
TERMS USED in this REPORT
[] AVERAGE ANNUAL TOTAL RETURN: This is a commonly used method to express an
investment's performance over a particular, usually multi-year time period.
It expresses the return that would have been necessary each year to equal
the investment's actual cumulative performance (including change in NAV or
market price and reinvested dividends and capital gains distributions, if
any) over the time period being considered.
[] AVERAGE EFFECTIVE MATURITY: The average of the number of years to maturity
of the bonds in a Fund's portfolio, computed by weighting each bond's time
to maturity (the date the security comes due) by the market value of the
security. This figure does not account for the likelihood of prepayments or
the exercise of call provisions unless an escrow account has been
established to redeem the bond before maturity.
[] MODIFIED DURATION: Duration is a measure of the expected period over which
a bond's principal and interest will be paid, and consequently is a measure
of the sensitivity of a bond's or bond Fund's value to changes when market
interest rates change. Generally, the longer a bond's or Fund's duration,
the more the price of the bond or Fund will change as interest rates
change. Modified duration is a formula that expresses the measurable change
in the value of a security in response to a change in interest rates.
[] MARKET YIELD (ALSO KNOWN AS DIVIDEND YIELD OR CURRENT YIELD): An
investment's current annualized dividend divided by its current market
price.
[] NET ASSET VALUE (NAV): A Fund's common share NAV per share is calculated by
subtracting the liabilities of the Fund from its total assets and then
dividing the remainder by the number of shares outstanding. Fund NAVs are
calculated at the end of each business day.
[] TAXABLE-EQUIVALENT YIELD: The yield necessary from a fully taxable
investment to equal, on an after-tax basis, the yield of a municipal bond
investment.
[] ZERO COUPON BOND: A zero coupon bond does not pay a regular interest coupon
to its holders during the life of the bond. Tax-exempt income to the holder
of the bond comes from accretion of the difference between the original
purchase price of the bond at issuance and the par value of the bond at
maturity and is effectively paid at maturity. The market prices of zero
coupon bonds generally are more volatile than the market prices of bonds
that pay interest periodically.
42
Other Useful INFORMATION
QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION
The Fund's (i) quarterly portfolio of investments, (ii) information regarding
how the Fund voted proxies relating to portfolio securities held during the
twelve-month period ended June 30, 2007, and (iii) a description of the policies
and procedures that the Fund used to determine how to vote proxies relating to
portfolio securities are available without charge, upon request, by calling
Nuveen Investments toll-free at (800) 257-8787 or on Nuveen's website at
www.nuveen.com.
You may also obtain this and other Fund information directly from the Securities
and Exchange Commission ("SEC"). The SEC may charge a copying fee for this
information. Visit the SEC on-line at http://www.sec.gov or in person at the
SEC's Public Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090
for room hours and operation. You may also request Fund information by sending
an e-mail request to publicinfo@sec.gov or by writing to the SEC's Public
References Section at 450 Fifth Street NW, Washington, D.C. 20549.
CEO CERTIFICATION DISCLOSURE
The Fund's Chief Executive Officer has submitted to the Exchange the annual CEO
certification as required by Section 303A.12(a) of the NYSE Listed Company
Manual.
Each Fund has filed with the Securities and Exchange Commission the
certification of its Chief Executive Officer and Chief Financial Officer
required by Section 302 of the Sarbanes-Oxley Act.
INVESTMENT POLICY CHANGES
In May 2007, the Fund's Board of Trustees voted to permit the Fund to make loans
from Fund assets to certain bond issuers. The amounts of these loans are subject
to strict limits. This policy is designed to enhance the Fund's ability to meet
its investment objectives by providing for increased portfolio management
flexibility, greater diversification potential, and opportunities for increased
capital appreciation over time.
BOARD OF TRUSTEES
Robert P. Bremner
Jack B. Evans
William C. Hunter
David J. Kundert
William J. Schneider
Timothy R. Schwertfeger
Judith M. Stockdale
Carole E. Stone
FUND MANAGER
Nuveen Asset Management
333 West Wacker Drive
Chicago, IL 60606
CUSTODIAN
State Street Bank & Trust Company
Boston, MA
TRANSFER AGENT AND
SHAREHOLDER SERVICES
State Street Bank & Trust Company
Nuveen Funds
P.O. Box 43071
Providence, RI 02940-3071
(800) 257-8787
LEGAL COUNSEL
Chapman and Cutler LLP
Chicago, IL
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
Chicago, IL
The Fund intends to repurchase shares of its own common stock in the future at
such times and in such amounts as is deemed advisable. No shares were
repurchased during the period covered by this report. Any future repurchases
will be reported to shareholders in the next annual or semi-annual report.
43
Nuveen Investments:
--------------------------------------------------------------------------------
SERVING INVESTORS FOR GENERATIONS
Since 1898, financial advisors and their clients have relied on Nuveen
Investments to provide dependable investment solutions. For the past century,
Nuveen Investments has adhered to the belief that the best approach to investing
is to apply conservative risk-management principles to help minimize volatility.
Building on this tradition, we today offer a range of high quality equity and
fixed-income solutions that are integral to a well-diversified core portfolio.
Our clients have come to appreciate this diversity, as well as our continued
adherence to proven, long-term investing principles.
We offer many different investing solutions for our clients' different needs.
Managing $170 billion in assets as of September 30, 2007, Nuveen Investments
offers access to a number of different asset classes and investing solutions
through a variety of products. Nuveen Investments markets its capabilities under
six distinct brands: Nuveen, a leader in fixed-income investments; NWQ, a leader
in value-style equities; Rittenhouse, a leader in growth-style equities;
Symphony, a leading institutional manager of market-neutral alternative
investment portfolios; Santa Barbara, a leader in growth equities; and
Tradewinds, a leader in global equities.
Find out how we can help you reach your financial goals.
To learn more about the products and services Nuveen Investments offers, talk to
your financial advisor, or call us at (800) 257-8787. Please read the
information provided carefully before you invest. Be sure to obtain a
prospectus, where applicable. Investors should consider the investment objective
and policies, risk considerations, charges and expenses of the Fund carefully
before investing. The prospectus contains this and other information relevant to
an investment in the Fund. For a prospectus, please contact your securities
representative or Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606.
Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at: www.nuveen.com/etf
Share prices
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ESA-A-0907D
ITEM 2. CODE OF ETHICS.
Not applicable to this filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to this filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to this filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to this filing.
ITEM 6. SCHEDULE OF INVESTMENTS.
See Portfolio of Investments in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this filing.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this filing.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the registrant's Board implemented after the registrant
last provided disclosure in response to this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of this report that includes the disclosure
required by this paragraph, based on their evaluation of the controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")(17 CFR
240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act
(17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter
of the period covered by this report that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit: Not applicable to
this filing.
(a)(2) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2(a) under
the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT
attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under
the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the
report by or on behalf of the registrant to 10 or more persons: Not applicable.
(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act,
provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR
270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR
240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of
the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished
pursuant to this paragraph will not be deemed "filed" for purposes of Section 18
of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of
that section. Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the Exchange Act,
except to the extent that the registrant specifically incorporates it by
reference. Ex-99.906 CERT attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Nuveen Select Maturities Municipal Fund
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By (Signature and Title)* /s/ Kevin J. McCarthy
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Kevin J. McCarthy
(Vice President and Secretary)
Date: December 6, 2007
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Gifford R. Zimmerman
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Gifford R. Zimmerman
Chief Administrative Officer
(principal executive officer)
Date: December 6, 2007
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By (Signature and Title)* /s/ Stephen D. Foy
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Stephen D. Foy
Vice President and Controller
(principal financial officer)
Date: December 6, 2007
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* Print the name and title of each signing officer under his or her signature.