The Funds Expect No Change in Portfolio Management, Investment Objectives or Policies
CHICAGO -- Nuveen Investments recently announced that it had entered into a definitive Agreement and Plan of Merger ("Merger Agreement") to be acquired by an investor group majority-led by Madison Dearborn Partners, LLC. Madison Dearborn Partners, LLC is a private equity investment firm based in Chicago, Illinois. The investor group's financial advisors and investors include Merrill Lynch and Merrill Lynch Global Private Equity, Wachovia and Wachovia Capital Partners, LLC, Citi, Deutsche Bank and Deutsche Bank Investment Partners, and Morgan Stanley.
The merger is expected to be completed by the end of the year, subject to customary conditions, including
* obtaining the approval of Nuveen Investments' stockholders,
* obtaining necessary fund and client consents sufficient to satisfy the terms of the Merger Agreement, and
* expiration of certain regulatory waiting periods.
There can be no assurance that the merger described above will be consummated as contemplated or that necessary shareholder approvals will be obtained.
The merger's consummation would be considered an "assignment" (as defined in the Securities Act of 1940, or "1940 Act") of the investment management agreements between the funds (listed below) and Nuveen Asset Management ("NAM", a Registered Investment Adviser and wholly owned subsidiary of Nuveen Investments). The merger consummation also would be deemed an assignment of the investment sub-advisory agreements between NAM and sub-advisers for those funds whose assets are managed by one or more sub-advisers. In both cases, the assignment will result in the automatic termination of each existing agreement.
We anticipate that the funds' Board of Trustees will consider a new investment management agreement with NAM and new investment sub-advisory agreements with each sub-adviser prior to the merger consummation. We further anticipate that these agreements will be identical in substance, with possible slight modifications (favorable to shareholders), to previous advisory and sub-advisory agreements. If approved by the Board, the new agreements would be presented to the funds' shareholders for approval later this year. If approved by shareholders, the agreements would take effect upon the merger's consummation or at a later time when shareholder approval is obtained.
Upon consummation of the merger, it is anticipated that Merrill Lynch will be an indirect "affiliated person" (as that term is defined in the 1940 Act) of the funds. As a result, the funds would then generally be prohibited from entering into principal transactions with Merrill Lynch and certain of its affiliates. NAM and the funds do not believe that any such prohibition or limitation would have a materially adverse effect on the funds' ability to pursue its investment objective and policies.
There will be no change in the portfolio management of the funds or in the funds' investment objectives or policies as a result of these transactions.
Affected closed-end fund include:
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