Securities Act of 1933 - Rule 415(a)(1)(x) and 415(a)(4)
Nuveen Virginia Premium Income Municipal Fund

October 6, 2006

Your letter of September 14, 2006, requests our assurance that we would not recommend enforcement action to the Commission under Section 5 or 6(a) of the Securities Act of 1933 ("Securities Act") if Nuveen Virginia Premium Income Municipal Fund ("Fund") conducts a delayed at the market public offering of its common shares pursuant to the shelf registration provisions of Rule 415(a)(1)(x) and Rule 415(a)(4) under the Securities Act, under the circumstances set forth in your letter.

You state that the Fund is a diversified, closed-end management investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"). The Fund's investment adviser is Nuveen Asset Management, Inc. You further state that the Fund seeks to conduct a delayed at the market shelf offering of its common shares under Rule 415(a)(1)(x) and Rule 415(a)(4) so that the Fund may issue new shares when the Fund's shares are trading at a premium to net asset value ("NAV"). The Fund presently has no intention to register a traditional, non-shelf offering because of the risk that the market price of the Fund's shares will decline below NAV before the issue is completely sold.

You state that the Fund's common shares are registered under Section 12(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and have been listed and traded on the New York Stock Exchange since the Fund's inception on March 18, 1993. You also represent that the Fund files with the Commission all information required of it under the Exchange Act and the Investment Company Act, including Forms N CSR and N-Q, and has filed all such reports on a timely basis over the last 12 calendar months. You note that the Fund's common shares closed as of December 31, 2005, at a 5.07% premium to the Fund's NAV, and over the 12 months ending March 31, 2006, had closed, weekly, at an average premium of approximately 7.85%.

Your request is similar to one made by the Pilgrim America Prime Rate Trust ("Pilgrim") in 1998.¹ The relief granted in the Pilgrim Letter was based, in part, on an undertaking by Pilgrim to file with the Commission, and mail to shareholders, quarterly reports that comply in all material respects with the disclosure requirements of Form 10-Q. You believe that recent enhancements in closed-end fund reporting requirements under the Exchange Act make unnecessary the additional quarterly reporting obligations imposed on Pilgrim. Specifically, you believe that the information required to be filed with the Commission under the Exchange Act, including the information required to be provided on new Forms N CSR and N-Q, provides a steady stream of high quality information about the Fund. You therefore seek our assurances that we will not recommend enforcement action under Section 5 or 6(a) of the Securities Act to the Commission if the Fund conducts a delayed at the market offering of its common shares pursuant to the shelf registration provisions of Rules 415(a)(1)(x) and 415(a)(4) without filing with the Commission, and sending to shareholders, quarterly reports that comply in all material respects with the disclosure requirements of Form 10-Q.

Based on the facts and representations made in your letter, we would not recommend enforcement action to the Commission under Section 5 or 6(a) of the Securities Act if the Fund conducts a delayed at the market public offering of its common shares pursuant to the shelf registration provisions of Rule 415(a)(1)(x) and Rule 415(a)(4) under the Securities Act without filing with the Commission, and sending to shareholders, quarterly reports that comply in all material respects with the disclosure requirements of Form 10 Q.

This response expresses the Division's position on enforcement action only and does not purport to express any legal conclusions on the question presented. Facts or representations different from those presented in your letter might require a different conclusion.

Tara L. Royal
Senior Counsel

Endnotes

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¹ Pilgrim America Prime Rate Trust (pub. avail. May 1, 1998) ("Pilgrim Letter"). As was the case with the Pilgrim Letter, you request relief to permit the Fund to offer its common stock under Rule 415(a)(1)(x). The relief we provide today applies equally to a closed-end fund's offering under Rule 415(a)(1)(x) of any securities, provided the closed-end fund would otherwise be eligible under the instructions to Form S-3 to conduct the type of offering it seeks to undertake (e.g., common stock, preferred stock, debt securities, and/or warrants).

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/2006/nuveen100606.htm