sc13d06290035_07162009.htm

0000921895-09-002097.txt : 20090727 0000921895-09-002097.hdr.sgml : 20090727 20090727172738 ACCESSION NUMBER: 0000921895-09-002097 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090727 DATE AS OF CHANGE: 20090727 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND CENTRAL INDEX KEY: 0000870779 IRS NUMBER: 363743030 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84434 FILM NUMBER: 09965351 BUSINESS ADDRESS: STREET 1: 333 W WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129178146 MAIL ADDRESS: STREET 1: 333 W WACKER CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 SC 13D 1 sc13d06290035_07162009.htm sc13d06290035_07162009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

Nuveen Florida Investment Quality Municipal Fund

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

670970102

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 16, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON WESTERN INVESTMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 749,713
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 749,713
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 749,713
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON ARTHUR D. LIPSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 749,714
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 749,714
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 749,714
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON WESTERN INVESTMENT HEDGED PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 259,587
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 259,587
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 259,587
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 185,229
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 185,229
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 185,229
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN FUND LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 304,497
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 304,497
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 304,497
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 70,009
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 70,009
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,009
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON BENCHMARK PLUS PARTNERS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 66,013
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 66,013
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,013
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON BENCHMARK PLUS MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 136,022
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 136,022
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,022
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON ROBERT FERGUSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 136,022
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 136,022
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,022
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 670970102

1	NAME OF REPORTING PERSON SCOTT FRANZBLAU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 136,022
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 136,022
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,022
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 670970102

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates to shares of the Common Stock, par value $0.01 per share (the “Shares”), of Nuveen Florida Investment Quality Municipal Fund (the “Issuer”). The address of the principal executive offices of the Issuer is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606.

Item 2.

Identity and Background.

(a) This statement is filed by Western Investment LLC, a Delaware limited liability company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”), Western Investment Total Return Fund Ltd., a Cayman Islands corporation (“WITRL”), Arthur D. Lipson (“Mr. Lipson,” and together with WILLC, WIHP, WITRP and WITRL, the “Western Entities”), Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”), Benchmark Plus Partners, L.L.C., a Delaware limited liability company (“BPP”), Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), Scott Franzblau (“Mr. Franzblau”) and Robert Ferguson (“Mr. Ferguson,” and together with BPIP, BPP, BPM and Mr. Franzblau, the “Benchmark Entities”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

WILLC has sole voting and investment power over WIHP’s, WITRP’s and WITRL’s security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC’s voting and investment decisions. BPM is the managing member of each of BPIP and BPP, and Messrs. Franzblau and Ferguson, in their roles as managing members of BPM, have sole voting and investment control over BPIP’s and BPP’s security holdings.

Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The principal business address of each of WILLC, WIHP, WITRP, WITRL and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047. The officers and directors of WITRL and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.

The principal business address of each of BPIP, BPP, BPM, Mr. Franzblau and Mr. Ferguson is 820 A Street, Suite 700, Tacoma, Washington 98402.

(c) The principal business of WILLC is acting as the investment manager of WITRL and the general partner of each of WIHP and WITRP. The principal occupation of Mr. Lipson is acting as managing member of WILLC. The principal business of each of WIHP, WITRP and WITRL is acquiring, holding and disposing of investments in various companies.

The principal business of BPIP and BPP is acquiring, holding and disposing of investments in various companies. The principal business of BPM is acting as the managing member of BPIP and BPP. The principal occupation of Mr. Ferguson is acting as a managing member of BPM. The principal occupation of Mr. Franzblau is acting as a managing member of BPM.

CUSIP NO. 670970102

(d) No Reporting Person, nor any person listed on Schedule B annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule B annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Lipson, Franzblau and Ferguson are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 749,713 Shares beneficially owned by WILLC is approximately $8,708,488. The Shares beneficially owned by WILLC consist of 400 Shares that were acquired with WILLC’s working capital, 259,587 Shares that were acquired with WIHP’s working capital, 185,229 Shares that were acquired with WITRP’s working capital and 304,497 Shares that were acquired with WITRL’s working capital.

The aggregate purchase price of the Share directly owned by Mr. Lipson is approximately $15.00.

The aggregate purchase price of the 136,022 Shares beneficially owned by BPM is approximately $1,557,717. The Shares beneficially owned by BPM consist of 70,009 Shares that were acquired with BPIP’s working capital and 66,013 Shares that were acquired with BPP’s working capital.

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were significantly undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth in this Schedule 13D or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management, the Board of the Issuer and other stockholders of the Issuer concerning the business, operations and future plans of the Issuer. The Reporting Persons are concerned by the persistent discount to net asset value at which the Shares have been trading and believe that the Issuer should take appropriate action to cause the discount to net asset value to be eliminated or reduced. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels and/or discount to net asset value of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, commencing a tender offer, making shareholder proposals concerning, among other things, changes to the capitalization, ownership structure or operations of the Issuer or replacement of the Issuer’s investment manager with an investment manager that is concerned with the discount to net asset value at which the Shares have been trading and that will take action to eliminate or reduce such discount, purchasing additional Shares, opposing any transaction resulting in a change of control of the Issuer’s investment manager unless the persistent and excessive discount to net asset value at which the Issuer continues to trade is addressed, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

CUSIP NO. 670970102

On June 17, 2009, WILLC filed a complaint (the “June 17 Complaint”) in the Circuit Court of the 15th Judicial Circuit, in and for Palm Beach County, Florida (the “Court”) against the Issuer, Nuveen Florida Quality Income Municipal Fund, Nuveen Insured Florida Tax-Free Advantage Municipal Fund and Nuveen Insured Florida Premium Income Municipal Fund (the “Florida Funds”). WILLC filed the complaint because WILLC believed the adjournment of the Florida Funds’ Special Meeting of Shareholders called for May 15, 2009 (the “Special Meetings”), none of which were completed on such dates after shareholders failed to approve the proposed mergers of the Florida Funds at the Special Meetings, followed by the continued solicitation of shareholders by the Florida Funds to reverse the May 15, 2009 voting results of the Special Meetings was a blatant attempt by the Florida Funds to change the outcome of the Special Meetings, a gross manipulation of the Florida Funds’ corporate machinery and an inappropriate use of shareholders’ money. In the June 17 Complaint WILLC is seeking (i) a declaratory judgment from the Court that the voting results from May 15, 2009 were legally binding and final and (ii) a temporary and permanent injunction to prevent the Florida Funds from further attempting to manipulate the voting results of the May 15, 2009 Special Meetings.

On July 23, 2009, WIHP filed a complaint (the “July 23 Complaint”) in the United States District Court for the District of Massachusetts against the Trustees of the Florida Funds. The complaint seeks damages arising from alleged breaches of fiduciary duties by the Trustees of the Florida Funds in connection with the proposed merger of the Florida Funds with and into other funds sponsored by Nuveen Investments. A copy of the July 23 Complaint is attached hereto as exhibit 99.1 and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 16,325,802 Shares outstanding, which is the total number of Shares outstanding as of April 30, 2009, as reported in the Issuer’s Certified Shareholder Report of Registered Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on July 8, 2009.

As of the close of business on July 24, 2009, WIHP, WITRP and WITRL beneficially owned 259,587, 185,229 and 304,497 Shares, respectively, representing approximately 1.6%, 1.1% and 1.9%, respectively, of the Shares outstanding. As the investment manager of WITRL and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 749,313 Shares owned in the aggregate by WIHP, WITRP and WITRL, constituting approximately 4.6% of the Shares outstanding, in addition to the 400 Shares it holds directly. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 749,713 Shares beneficially owned by WILLC, constituting approximately 4.6% of the Shares outstanding, in addition to the Share he holds directly. As members of a group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Western Entities may be deemed to beneficially own the 136,022 Shares owned by the other Reporting Persons. The Western Entities disclaim beneficial ownership of such Shares.

CUSIP NO. 670970102

As of the close of business on July 24, 2009, BPIP and BPP beneficially owned 70,009 and 66,013 Shares, respectively, constituting less than 1% and less than 1%, respectively, of the Shares outstanding. As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 136,022 Shares owned in the aggregate by BPIP and BPP, constituting less than 1% of the Shares outstanding. As managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 136,022 Shares beneficially owned by BPM, constituting less than 1% of the Shares outstanding. As members of a group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Benchmark Entities may be deemed to beneficially own the 749,714 Shares owned by the other Reporting Persons. The Benchmark Entities disclaim beneficial ownership of such Shares.

(b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by the Western Entities by virtue of their respective positions as described in Item 2.

Each of BPM and Messrs. Franzblau and Ferguson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by the Benchmark Entities by virtue of their respective positions as described in Item 2.

(c) Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, unless otherwise noted.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On July 27, 2009, WILLC, WIHP, WITRP, WITRL, Mr. Lipson, BPIP, BPP, BPM, Mr. Ferguson and Mr. Franzblau entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.

The Reporting Persons may, from time to time, enter into and dispose of cash-settled equity swap or other similar derivative transactions with one or more counterparties that are based upon the value of the Shares, which transactions may be significant in amount. The profit, loss and/or return on such additional contracts may be wholly or partially dependent on the market value of the Shares, the relative value of such shares in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which such shares may be included, or a combination of any of the foregoing. The Reporting Persons may also, from time to time, enter into stock loan agreements with one or more counterparties in the ordinary course of business pursuant to which the Reporting Persons may lend their Shares subject to recall at their discretion.

CUSIP NO. 670970102

Other than as otherwise described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

	99.1	Complaint, dated July 23, 2009.

	99.2	Joint Filing Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Robert Ferguson and Scott Franzblau, dated July 27, 2009.

CUSIP NO. 670970102

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 27, 2009	WESTERN INVESTMENT LLC

	By:	/s/ Arthur D. Lipson
		Name:	Arthur D. Lipson
		Title:	Managing Member

WESTERN INVESTMENT HEDGED PARTNERS L.P.

By:	Western Investment LLC
	General Partner

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.

By:	Western Investment LLC
	General Partner

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT TOTAL RETURN FUND LTD.

By:	Western Investment LLC
	Investment Manager

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

	/s/ Arthur D. Lipson
	ARTHUR D. LIPSON

CUSIP NO. 670970102

BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.

By:	Benchmark Plus Management, L.L.C.
	Managing Member

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

BENCHMARK PLUS PARTNERS, L.L.C.

By:	Benchmark Plus Management, L.L.C.
	Managing Member

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

BENCHMARK PLUS MANAGEMENT, L.L.C.

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

	/s/ Robert Ferguson
	ROBERT FERGUSON

	/s/ Scott Franzblau
	SCOTT FRANZBLAU

CUSIP NO. 670970102

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Date of

Purchase / Sale

Shares of Common Stock

Purchased / (Sold)

Price Per

Share ($)

WESTERN INVESTMENT HEDGED PARTNERS L.P.

05/29/09	800	11.6285
06/22/09	(4,047)	11.4472
06/23/09	(2,605)	11.4047
07/01/09	(2,010)	11.6321
07/08/09	(748)	11.6712
07/14/09	2,900	11.8400
07/14/09	(636)	11.7846
07/15/09	1,100	11.8285
07/16/09	12,000	11.8702
07/17/09	17,258	11.8900
07/20/09	15,000	11.8735

WESTERN INVESTMENT LLC

None

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.

06/08/09	21,000	11.7032
06/09/09	19,000	11.6964
06/22/09	(2,873)	11.4472
06/23/09	(1,981)	11.4047
07/14/09	2,900	11.8400
07/14/09	(635)	11.7846
07/15/09	1,100	11.8285
07/16/09	12,000	11.8702
07/17/09	5,487	11.8900
07/22/09	1,240*	11.9300

* Shares acquired in a transaction with Western Investment Activism Partners LLC, an affiliate of Western Investment Total Return Partners L.P.

CUSIP NO. 670970102

WESTERN INVESTMENT TOTAL RETURN FUND LTD.

06/02/09	200	11.6685
06/05/09	1,000	11.6585
06/22/09	(4,780)	11.4472
06/23/09	(3,314)	11.4047
06/24/09	(310)	11.5412
06/25/09	(100)	11.5212
06/26/09	(100)	11.5512
06/30/09	(1,200)	11.6204
07/01/09	(2,010)	11.6321
07/02/09	(200)	11.6212
07/08/09	(749)	11.6712
07/13/09	(1,379)	11.8912
07/14/09	2,900	11.8400
07/14/09	(635)	11.7846
07/15/09	1,100	11.8285
07/16/09	12,000	11.8702
07/17/09	7,955	11.8900
07/20/09	15,000	11.8735
07/24/09	(319)	12.0412

ARTHUR D. LIPSON

None

BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.

None

BENCHMARK PLUS PARTNERS, L.L.C.

None

BENCHMARK PLUS MANAGEMENT, L.L.C.

Directors and Officers of Western Investment Total Return Fund Ltd.

Name and Position	Principal Occupation	Principal Business Address

Don M. Seymour Director	Businessperson dms Management Ltd.	dms Management Ltd. PO Box 31910SMB George Town, Grand Cayman Cayman Islands

David Bree Director	Businessperson dms Management Ltd.	dms Management Ltd. PO Box 31910SMB George Town, Grand Cayman Cayman Islands

J.D. Clark & Co. Secretary	Trust Company	2225 Washington Blvd. Ogden, Utah 84401

EX-99.1 2 ex991tosc13d06290035_071609.htm COMPLAINT, DATED JULY 23, 2009 ex991tosc13d06290035_071609.htm

Exhibit 99.1

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

WESTERN INVESTMENT HEDGED
PARTNERS L.P., Individually, and On Behalf of

All Others Similarly Situated,

Plaintiff,

vs.

ROBERT P. BREMNER, JACK B. EVANS,
WILLIAM C. HUNTER, DAVID J. KUNDERT,
WILLIAM J. SCHNEIDER, JUDITH M.
STOCKDALE, CAROL E. STONE, TERENCE J.
TOTH, and JOHN P. AMBOIAN,

Defendants.

Civil Action No.

CLASS ACTION COMPLAINT

Plaintiff Western Investment Hedged Partners L.P. (“WIHP” or “Plaintiff”) individually, and on behalf of all others similarly situated, by its attorneys, alleges the following upon information and belief, except as to the allegations which pertain to Plaintiff, which allegations are based upon personal knowledge:

1. Plaintiff brings this class action on behalf of itself and others who, at the close of business on January 20, 2009, owned common shares of the following publicly-traded funds: (1) Nuveen Insured Florida Premium Income Municipal Fund (“NFL”), (2) Nuveen Florida Investment Quality Municipal Fund (“NQF”), (3) Nuveen Florida Quality Income Municipal Fund (“NUF”), and (4) Nuveen Insured Florida Tax-Free Advantage Municipal Fund (“NWF”) (collectively, the “Florida Nuveen Funds”).

2. Each of the four Florida Nuveen Funds is a Massachusetts business trust and closed-end management investment company (“closed-end fund”) managed by Nuveen Asset Management (“NAM”), a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”).

3. The Florida Nuveen Funds were formed to allow investors to buy mutual fund shares which reflect the value and tax attributes of a portfolio of Florida tax-exempt bonds. Since Florida, unlike most states, has no personal income tax, one of the principal attractions of the Florida Nuveen Funds was a mechanism for Florida residents to own investments which would be exempt from Florida’s Intangibles Tax. The Florida Nuveen Funds’ portfolios consisted principally of publicly-traded Florida tax-exempt government obligations (“bonds”).

4. The Florida Nuveen Funds are all closed-end funds. This means that they issued a finite number of shares whose per share net asset value (“NAV”) is calculated by dividing the market value of each fund’s total holdings by the number of that fund’s shares outstanding.

5. The NAV per share of each of the Florida Nuveen Funds is readily ascertainable, and is published daily by NAM as of the close of the regular session trading (normally 4:00 p.m. eastern) on each day the New York Stock Exchange is open for business.

6. However, as is typical with publicly-traded closed-end funds generally, shares in each of the Florida Nuveen Funds persistently traded at substantial discounts to their respective NAVs. As of January 20, 2009, NAVs, market prices and the discounts for the four Florida Nuveen Funds were as follows:

Fund	NAV as of 1/20/09	Closing Price Per Share on 1/20/09	Discount to NAV Per Share of Closing Price
NFL	14.19	11.37	(19.87)
NQF	12.85	10.38	(19.22)
NUF	13.39	10.56	(21.14)
NWF	13.67	11.03	(19.31)

7. Each Florida Nuveen Fund has a nine-member Board of Trustees. The nine Trustees for each Florida Nuveen Fund are the defendants in this action (“Defendants” or “Trustees”).

8. Plaintiff asserts claims for breach of fiduciary duty against Defendants, for adopting, and recommending a proposal to the Florida Nuveen Funds shareholders, in bad faith and in breach of their duty of loyalty to Plaintiff and the class (defined infra), to merge the four Florida Nuveen Funds (the “proposed merger”) into three other Nuveen-sponsored closed-end funds (the “Nuveen Acquiring Funds”) in which the Defendants also serve as trustees or directors. The Nuveen Acquiring Funds are (i) Nuveen Insured Municipal Opportunity Fund (“NIO”), (ii) Nuveen Premium Income Municipal Fund 2 (“NPM”) and (iii) Nuveen Insured Tax-Free Advantage Municipal Fund (“NEA”).

DEFENDANTS DECIDE TO DISCONTINUE

OPERATION OF THE FLORIDA NUVEEN FUNDS

9. Florida repealed its Intangibles Tax in 2007. As a result, Defendants recognized that there was little reason remaining for investors to continue to purchase shares in a mutual fund which was limited to the purchase of Florida tax-exempt bonds.

10. However, the Florida Nuveen Funds’ fundamental policies limited them to investments in Florida tax-exempt bonds. Accordingly, the Defendants decided to pursue a course of action whereby the Florida Nuveen Funds would discontinue operation as independent funds.

DEFENDANTS CHOSE A COURSE OF ACTION

WHICH FAVORED NAM’s INTERESTS OVER THE

INTERESTS OF FLORIDA NUVEEN FUNDS SHAREHOLDERS

11. The Defendants were aware of two obvious choices to offer to Nuveen Florida Funds shareholders. Those choices were to terminate the Florida Nuveen Funds by (i) liquidating its holdings and distributing the cash proceeds to shareholders; or (ii) converting such funds from closed-end to open-end funds. Either way, shareholders of the Florida Nuveen Funds could then obtain cash for their shares approximately equal to the NAV per share.

12. Termination or open-ending of the Florida Nuveen Funds would have had the highest economic value of the alternative courses of action the Defendants could have chosen.

13. However, the consequences for NAM of termination or open-ending of the Florida Nuveen Funds would be the diminution of the net assets under NAM’s management for all shares redeemed for cash. That would be an unfavorable economic outcome for NAM, because such redemptions would reduce NAM’s assets under management and, therefore, NAM’s asset management fees would be reduced.

14. Pursuant to an Investment Management Agreement with the Florida Nuveen Funds, NAM receives a management fee based upon the amount of assets under management within each of the Florida Nuveen Funds. For the fiscal year ended April 30, 2008, NAM received nearly $9 million in management fees from the Florida Nuveen Funds, as follows:

Fund	Asset Management Fees Paid to NAM for Fiscal Year Ended 4/30/08
Nuveen Insured Florida Premium Income Municipal Fund (“NFL”)	$2,031,193
Nuveen Florida Investment Quality Municipal Fund (“NQF”) paid	$2,316,451
Nuveen Florida Quality Income Municipal Fund (“NUF”)	$2,044,726
Nuveen Insured Florida Tax-Free Advantage Municipal Fund (“NWF”)	$2,527,989
Total	$8,920,359

15. NAM has comparable agreements with each of the Nuveen Acquiring Funds which entitle NAM to collect fees based upon their total net asset values. If the aggregate net asset value of a Nuveen Acquiring Fund is increased, NAM’s fee increases.

16. Defendants rejected the two alternatives, i.e., termination or open-ending, which would have provided the greatest benefit to Florida Nuveen Funds shareholders but would have been disadvantageous to NAM, and instead chose a third course of action to the exclusion of the other two. On January 20, 2009, Defendants announced publicly that they had voted to approve and recommend to Florida Nuveen Funds shareholders mergers of the four Florida Nuveen Funds into the three NAM-managed Nuveen Acquiring Funds in which the Defendants also serve as trustees or directors and from which NAM is entitled to fees based upon those Funds’ total assets.

17. The Nuveen Acquiring Funds have also historically and persistently traded at discount to net asset values. As of January 20, 2009, their stock prices and per-share NAVs are shown below:

Fund	NAV as of 1/20/09	Closing Price Per Share on 1/20/09	Discount to NAV Per Share of Closing Price
NIO	13.2	11.85	-10.23%
NPM	12.84	11.49	-10.51%
NEA	13.34	11.87	-11.02%

18. Under the terms of the proposed merger, each of the four Florida Nuveen Funds would be combined with one of three of the Nuveen Acquiring Funds managed and controlled by the Trustees and NAM, as set forth in the following chart:

Florida Nuveen Fund	Merging Into the Following Nuveen Acquiring Fund	Investment Adviser to the Nuveen Acquiring Funds	Trustees of the Nuveen Acquiring Funds
Nuveen Insured Florida Premium Income Municipal Fund (“NFL”)	Nuveen Insured Municipal Opportunity Fund (“NIO”)	NAM	The 9 Defendants
Nuveen Florida Investment Quality Municipal Fund (“NQF”)	Nuveen Premium Income Municipal Fund 2 (“NPM”)	NAM	The 9 Defendants
Nuveen Florida Quality Income Municipal Fund (“NUF”)	Nuveen Premium Income Municipal Fund 2 (“NPM”)	NAM	The 9 Defendants
Nuveen Insured Florida Tax-Free Advantage Municipal Fund (“NWF”)	Nuveen Insured Tax-Free Advantage Municipal Fund (“NEA”)	NAM	The 9 Defendants

19. In the proposed merger, Florida Nuveen Funds shareholders would receive a number of Nuveen Acquiring Fund shares calculated on an equal NAV-to-NAV basis. In other words, a Florida Nuveen Fund shareholder would receive for his or her NAV, shares of a Nuveen Acquiring Fund at a price based not upon the Nuveen Acquiring Fund’s market price (which is what it would cost that person to buy such shares for cash), but rather based upon the Nuveen Acquiring Fund’s higher NAV.

20. Thus, in the proposed merger, shareholders of Florida Nuveen Funds would not be able to realize their NAV per share either in cash or in shares of the Nuveen Acquiring Funds. Rather, Florida Nuveen Fund shareholders would receive shares in the Nuveen Acquiring Funds which would be worth less than the cash they could have realized through liquidation or open-ending of the Florida Nuveen Funds, and fewer shares than they could have purchased with such cash.

21. As of January 20, 2009, the aggregate NAV of the Florida Nuveen Funds was $652,621,376. Rather than put the interests of the Florida Nuveen Funds’ shareholders ahead of their own, and distribute the Florida Nuveen Funds’ assets to shareholders at net asset value, the Defendants, who are beholden to NAM and Nuveen, instead pursued the proposed merger to perpetuate NAM’s ability to collect comparable management fees to those currently being paid by the Florida Nuveen Funds to NAM.

22. The following chart illustrates the inadequate consideration to be received by the shareholders of the Florida Nuveen Funds in the proposed merger, and the benefit conferred upon the Nuveen Acquiring Funds to the detriment of Plaintiff and the class:

Florida Nuveen Funds	Merging With	Market Value of Consideration To Be Received by Shareholders of the Florida Nuveen Funds in Proposed Merger (as of January 20, 2009)	Net Asset Value: Florida Nuveen Funds (as of January 20, 2009)	Difference
NFL	NIO	180,508,037	201,072,243	20,564,207
NQF	NPM	187,729,558	209,786,556	22,056,998
NUF	NPM	169,082,778	188,948,901	19,866,123
NWF	NEA	46,993,878	52,813,676	5,819,798
	Total:	584,314,251	652,621,376	68,307,125

23. If the shareholders of the Florida Nuveen Funds wanted to buy shares in one or more Nuveen Acquiring Funds, they could have been able to readily and more advantageously do so, using the increased value of the cash proceeds received in a termination liquidation or open-end redemption of their Florida Nuveen Fund shares to make such investments at the market prices of Nuveen Acquiring Fund shares which persistently trade at a discount to net asset value, as demonstrated below:

Florida Nuveen Fund	Merging With	Number of Shares of Nuveen Acquiring Funds to Be Received by Shareholders of Florida Nuveen Funds in the Proposed Merger (as of 1/20/09)	Number of Shares of Nuveen Acquiring Funds that Could be Purchased if Shareholders of the Florida Nuveen Funds Received Net Asset Value for Their Shares (as of 1/20/09)	Difference in Number of Shares to be Received	Difference in Market Value of Acquiring Funds
NFL	NIO	15,232,745.70	16,968,121.79	1,735,376.09	$20,564,206.70
NQF	NPM	16,338, 516.80	18,258,185.87	1,919,669.08	$22,056,997.68
NUF	NPM	14,715,646.50	16,444,638.91	1,728,992.41	$19,866,122.77
NWF	NEA	3,959,046.17	4,449,340.85	490,294.68	$5,819,797.87
Total		50,245,955.17	56,120,287.43	5,874,332.26	$68,307,125.02

24. If Defendants had instead adopted and recommended termination or open-ending of the Florida Nuveen Funds, or even given shareholders that option, the discounts to NAV of the Florida Nuveen Funds would have diminished immediately to small risk arbitrage levels.

25. However, as a result of Defendants’ adoption and recommendation of the inferior (for shareholders; superior to NAM) restricted choice of merger into the Nuveen Acquiring Funds, Plaintiff and its fellow class members were, and remain, unable to realize the approximate NAV for their shares, at a cost to Plaintiff and the class of approximately $68 million.

26. Defendants adopted and recommended the proposed merger to favor the interests of NAM over the interests of the Florida Nuveen Funds shareholders, in bad faith and in breach of their fiduciary duties of loyalty to Florida Nuveen Funds shareholders.

27. Defendants also breached their fiduciary duty of loyalty to the shareholders of the Florida Nuveen Funds by making the vote of the proposed merger inherently coercive. Shareholders were given the “Hobson’s Choice” of only one alternative to continuing to hold shares in Florida Nuveen Funds that Defendants themselves determined had outlived their usefulness -- receiving shares in other Nuveen funds that also trade at substantial discounts to net asset value. Given this limited “choice,” shareholders of the Florida Nuveen Funds approved the proposed merger in June 2009.

28. A primary rationale of the proposed merger, as set forth in the Florida Nuveen Funds’ Proxy Statements, each dated April 17, 2009 and distributed by Defendants to the Florida Nuveen Funds shareholders, was the repeal by the State of Florida in 2007 of the Intangible Personal Property Tax, which rendered a fundamental investment objective of the Florida Nuveen Funds obsolete.

29. Rather than adopting and allowing shareholders of the Florida Nuveen Funds the opportunity to realize, in cash, the NAV of their shares, the Defendants, in bad faith and in breach of their fiduciary duties of loyalty, instead adopted a take-it-or-leave restricted choice which was virtually guaranteed to assure the transfer of the assets of the Florida Nuveen Funds to the Nuveen Acquiring Funds and thereby enable NAM to continue to collect additional millions of dollars in management fees annually from the transferred assets.

30. Defendants, operating under conflicts of interest, breached their fiduciary duties to serve the best interests of Plaintiff and other Florida Nuveen Fund shareholders, in favor of a course of action which, at such shareholders’ expense, benefited NAM, and its parent Nuveen, which employ Defendants as trustees for the four Florida Nuveen Funds, the three Nuveen Acquiring Funds, and more than 60 Nuveen-sponsored funds in all, for which each Defendant is paid hundreds of thousands of dollars annually.

PARTIES

31. Plaintiff Western Investment Hedged Partners L.P. (“WIHP”) is a limited partnership formed under the laws of Delaware that maintains its principal place of business at 7050 S. Union Park Center, Suite 590, Midvale, Utah. WIHP is and has been at all relevant times a shareholder of each of the Florida Nuveen Funds. As of January 20, 2009, WIHP owned (a) 34,341 common shares of NFL, (b) 57,992 common shares of NQF, (c) 56,529 common shares of NUF, and (d) 1,900 common shares of NWF.

32. Defendant Robert P. Bremner (“Bremner”) is, and since 1996 has been, a Trustee of the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. Since 2008, Bremner has served as Chairman of the Board of Trustees for all Nuveen-sponsored funds, including the Florida Nuveen Funds and the Nuveen Acquiring Funds. Bremner also serves as a director on the board of NAM’s parent company, Nuveen. For the 2008 fiscal year, Bremner received $204,141 in compensation for his service as a Trustee for Nuveen-sponsored funds. Bremner is a citizen of Washington, D.C.

33. Defendant Jack B. Evans (“Evans”) is, and since 1999 has been, a Trustee of the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. For the 2008 fiscal year, Evans received $193,523 in compensation for his service as a Trustee for Nuveen-sponsored funds. Evans is a citizen of Iowa.

34. Defendant William C. Hunter (“Hunter”) is, and since 2004 has been, a Trustee of the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. For the 2008 fiscal year, Hunter received $141,423 in compensation for his service as a Trustee for Nuveen-sponsored funds. Hunter is a citizen of Iowa.

35. Defendant David J. Kundert (“Kundert”) is, and since 2005 has been, a Trustee of the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. For the 2008 fiscal year, Kundert received $155,655 in compensation for his service as a Trustee for Nuveen-sponsored funds. Kundert is a citizen of Wisconsin.

36. Defendant William J. Schneider (“Schneider”) is, and since 1996 has been, a Trustee of the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. For the 2008 fiscal year, Schneider received $169,137 in compensation for his service as a Trustee for Nuveen-sponsored funds. Schneider is a citizen of Washington, D.C.

37. Defendant Judith M. Stockdale (“Stockdale”) is, and since 1997 has been, a Trustee of the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. For the 2008 fiscal year, Stockdale received $162,064 in compensation for her service as a Trustee for Nuveen-sponsored funds. Stockdale is a citizen of Illinois.

38. Defendant Carol E. Stone (“Stone”) is, and since 2007 has been, a Trustee of the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. For the 2008 fiscal year, Stone received $120,250 in compensation for her service as a Trustee for Nuveen-sponsored funds. Stone is a citizen of New York.

39. Defendant Terence J. Toth (“Toth”) is, and since June 30, 2008 has been, a Trustee of the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. Toth is a citizen of Illinois.

40. Defendant John P. Amboian (“Amboian”) is and since 2008 has been, a Trustee of the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. Amboian also serves as the Chief Executive Officer (since July 2007) and Director (since 1999) of Nuveen, and the Chief Executive Officer (since 2007) of NAM. Amboian is an interested person under the Investment Company Act of 1940, by reason of being an officer and director/trustee of the adviser to the Nuveen-sponsored funds. Amboian is a citizen of Illinois.

RELATED NON-PARTIES

41. Non-Party Nuveen Insured Florida Premium Income Municipal Fund (“NFL”) is a Massachusetts business trust and a closed-end fund whose shares are publicly traded on the New York Stock Exchange under the symbol “NFL.” The address of the principal executive offices of NFL is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.

42. Non-Party Nuveen Florida Investment Quality Municipal Fund (“NQF”) is a Massachusetts business trust and a closed-end fund whose shares are publicly traded on the New York Stock Exchange under the symbol “NQF.” The address of the principal executive offices of NQF is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.

43. Non-Party Nuveen Florida Quality Income Municipal Fund (“NUF”) is a Massachusetts business trust and a closed-end fund whose shares are publicly traded on the New York Stock Exchange under the symbol “NUF.” The address of the principal executive offices of NUF is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.

44. Non-Party Nuveen Insured Florida Tax-Free Advantage Municipal Fund (“NWF”) is a Massachusetts business trust and a closed-end fund whose shares are publicly traded on the American Stock Exchange under the symbol “NWF.” The address of the principal executive offices of NWF is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.

45. Non-Party Nuveen Insured Municipal Opportunity Fund (“NIO”) is a Massachusetts business trust and a closed-end fund whose shares are publicly traded on the American Stock Exchange under the symbol “NIO.” The address of the principal executive offices of NIO is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.

46. Non-Party Nuveen Premium Income Municipal Fund 2 (“NPM”) is a Massachusetts business trust and a closed-end fund whose shares are publicly traded on the American Stock Exchange under the symbol “NPM.” The address of the principal executive offices of NPM is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.

47. Non-Party Nuveen Insured Tax-Free Advantage Municipal Fund (“NEA”) is a Massachusetts business trust and a closed-end fund whose shares are publicly traded on the American Stock Exchange under the symbol “NEA.” The address of the principal executive offices of NEA is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.

48. Non-Party Nuveen Asset Management (“NAM”), a wholly-owned subsidiary of Nuveen, is and has been at all relevant times a registered investment adviser and the investment adviser to the Florida Nuveen Funds, the Nuveen Acquiring Funds, and all other Nuveen-sponsored funds. NAM, along with Nuveen maintains its principal executive offices at 333 West Wacker Drive, Chicago, Illinois.

JURISDICTION AND VENUE

49. This Court has subject-matter jurisdiction over this class action pursuant to the Class Action Fairness Act of 2005, which confers federal jurisdiction over class actions where, as here, “any member of a class of plaintiffs is a citizen of a State different from any Defendants” and the aggregated amount in controversy exceeds five million dollars ($5,000,000). See 28 U.S.C. § 1332(d)(2) and (6). Absent class members consist principally of Florida citizens, as well as citizens of other states. Defendants are citizens of Washington, D.C., Iowa, Wisconsin, Illinois and New York.

50. Pursuant to 28 U.S.C. § 1391(b) and (c), venue is proper in this judicial district because the Florida Nuveen Funds are all Massachusetts trusts, located within this judicial district, at 155 Federal Street, Suite 700, Boston Massachusetts 02110, and all Defendants are sued in their capacities as trustees of such Massachusetts trusts.

CLASS ACTION ALLEGATIONS

51. Plaintiff brings this action as a class action, pursuant to Rules 23(a), 23(b)(1) and (3) of the Federal Rules of Civil Procedure, on behalf of itself and all others who, at the close of business on January 20, 2009, owned common shares of the Florida Nuveen Funds (the “Class”). Excluded from the Class are Defendants herein, their officers and trustees, and their parent and subsidiary companies.

52. This action is properly maintainable as a class action.

53. The Class is so numerous that joinder of all members is impracticable. As reported in a Proxy Statement for the Florida Nuveen Funds dated as of October 14, 2008, there were (a) 14,218,896 common shares of NFL outstanding, (b) 16,363,802 common shares of NQF outstanding, (c) 14,154,895 common shares of NUF outstanding, and (d) 3,882,273 common shares of NWF outstanding, held by thousands, if not tens of thousands, geographically dispersed shareholders.

54. Questions of law and fact are common to the Class, including, among others:

Whether Defendants have breached their fiduciary duties of loyalty owed to Plaintiff and the Class; and

Whether Defendants’ breach of fiduciary duty of loyalty caused damages to Plaintiff and members of the Class, and the amount of said damages.

55. Plaintiff’s claims are typical of, if not virtually identical with, the claims of the other members of the Class. Plaintiff has the same interests in this matter as all other members of the Class. Plaintiff does not have interests antagonistic to or in conflict with the other members of the Class.

56. Plaintiff is committed to pursuing this action and has retained competent counsel experienced in class actions of this nature. Plaintiff will fairly and adequately represent the interests of the Class.

57. The common questions of law and fact enumerated above predominate over questions affecting only individual members of the Class, and a class action is the superior method for fair and efficient adjudication of the controversy. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class that would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the Class that would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests. Plaintiff’s counsel, highly experienced in class actions of this nature, foresee little difficulty in the management of this case as a class action.

CLAIM FOR RELIEF

(Breach of Fiduciary Duty against the Defendants)

58. Plaintiff incorporates each and every allegation set forth above as if fully set forth herein.

59. Rather than allowing Plaintiff and members of the Class the opportunity to vote for a proposal which would enable them to realize in cash, the net asset value of their shares, the Defendants, in bad faith and in breach of their fiduciary duty of loyalty, adopted and recommended the proposed merger which was designed to provide them with approximately $68 million less consideration in order to enable NAM to continue to collect millions of dollars in management fees from the assets of the Florida Nuveen Funds.

60. Further, Defendants breached their fiduciary duty of loyalty to the shareholders of the Florida Nuveen Funds by making the vote of the proposed merger inherently coercive. Plaintiff and members of the Class were presented with the “Hobson’s Choice” of only one alternative to continuing to hold shares in a Florida Nuveen Fund that no longer served a fundamental investment objective -- receiving shares in one of three Nuveen Acquiring Funds that trade at a discount to net asset value. Although shareholders of the Florida Nuveen Funds would have been able to receive much more, in cash, from the termination or open-ending of the Florida Nuveen Funds than they would in the proposed merger, Defendants did not offer them those alternatives.

61. The Defendants suffer from conflicts of interest between their fiduciary duties to Florida Nuveen Fund shareholders and their economic allegiances to NAM and Nuveen which have caused them to advance the proposed merger in lieu of richer alternatives for Florida Nuveen Funds shareholders to the detriment of Plaintiff and the Class, for the benefit of NAM.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands judgment as follows:

A. Certifying this action as a class action pursuant to Federal Rules of Civil Procedure Rule 23, and appointing Plaintiff as representative of the Class;

B. Awarding Plaintiff and the Class damages attributable to Defendants’ breach of their fiduciary duties;

C. Awarding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

D. Granting such other and further relief as this Court may deem just and proper.

Dated: Cambridge, MA
July 23, 2009
	HAGENS BERMAN SOBOL SHAPIRO LLP

	/s/ Thomas M. Sobol
	Thomas M. Sobol Lauren Guth Barnes 55 Cambridge Parkway, Suite 301 Cambridge, MA 02142 Telephone: (617) 482-3700 Fax: (617) 482-3003 E-mail:tom@hbsslaw.com lauren@hbsslaw.com Attorneys for Plaintiffs

Of Counsel:

LOWEY DANNENBERG COHEN & HART, P.C.

Richard W. Cohen

Vincent Briganti

One North Broadway

White Plains, NY 10601-2310

Telephone: (914) 997-0500

Facsimile: (914) 997-0035

E-mail: rcohen@lowey.co
vbriganti@lowey.com

EX-99.2 3 ex992tosc13d06290035_071609.htm JOINT FILING AGREEMENT ex992tosc13d06290035_071609.htm

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated July 27, 2009 (including amendments thereto) with respect to the Common Stock of Nuveen Florida Investment Quality Municipal Fund. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

WESTERN INVESTMENT LLC

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT HEDGED PARTNERS L.P.

By:	Western Investment LLC
	General Partner

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.

By:	Western Investment LLC
	General Partner

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT TOTAL RETURN FUND LTD.

By:	Western Investment LLC
	Investment Manager

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

	/s/ Arthur D. Lipson
	ARTHUR D. LIPSON

BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.

By:	Benchmark Plus Management, L.L.C.
	Managing Member

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

BENCHMARK PLUS PARTNERS, L.L.C.

By:	Benchmark Plus Management, L.L.C.
	Managing Member

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

BENCHMARK PLUS MANAGEMENT, L.L.C.

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

	/s/ Robert Ferguson
	ROBERT FERGUSON

	/s/ Scott Franzblau
	SCOTT FRANZBLAU