DEF 14A 1 c57077edef14a.txt DEFINITIVE PROXY STATEMENT 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): [X] No Fee Required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement no.: (3) Filing party: (4) Date filed: 2 NOTICE OF ANNUAL MEETING 333 West Wacker Drive OF SHAREHOLDERS Chicago, Illinois OCTOBER 18, 2000 60606 (800) 257-8787
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND September 8, 2000 TO THE SHAREHOLDERS OF THE ABOVE FUNDS: Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Michigan Quality Income Municipal Fund, Inc., Nuveen Michigan Premium Income Municipal Fund, Inc. and Nuveen Ohio Quality Income Municipal Fund, Inc., each a Minnesota corporation, and Nuveen Connecticut Premium Income Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Maryland Premium Income Municipal Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen Texas Quality Income Municipal Fund and Nuveen Virginia Premium Income Municipal Fund, each a Massachusetts business trust (individually, a "Fund" and, collectively, the "Funds"), will be held in the 31st floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Wednesday, October 18, 2000, at 10:00 a.m., Chicago time, for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting: 1. To elect (7) Board Members to the Board of each Fund as outlined below to serve until the next Annual Meeting and until their successors shall have been duly elected and qualified: a.) five (5) Board Members to be elected by the holders of Common Shares and Municipal Auction Rate Cumulative Preferred Shares ("MuniPreferred"), voting together as a single class, and; b.) two (2) Board Members to be elected by the holders of MuniPreferred only, voting separately as a single class. 2. To ratify the selection of Ernst & Young LLP as independent auditors for each Fund for its current fiscal year. 3. To transact such other business as may properly come before the Annual Meeting. 3 Shareholders of record of each Fund at the close of business on August 21, 2000 are entitled to notice of and to vote at that Fund's Annual Meeting. ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER PROVIDED ON YOUR PROXY CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER THE CONTROL NUMBER PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. Gifford R. Zimmerman Vice President and Secretary 4 JOINT PROXY STATEMENT 333 West Wacker Drive SEPTEMBER 8, 2000 Chicago, Illinois 60606 (800) 257-8787
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND GENERAL INFORMATION This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Directors or Board of Trustees, as the case may be, (each a "Board" and each director or trustee a "Board Member") of each of Nuveen Arizona Premium Income Municipal Fund, Inc. ("Arizona Premium"), Nuveen Michigan Quality Income Municipal Fund, Inc. ("Michigan Quality"), Nuveen Michigan Premium Income Municipal Fund, Inc. ("Michigan Premium"), Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio Quality"), each a Minnesota corporation, and Nuveen Connecticut Premium Income Municipal Fund ("Connecticut Premium"), Nuveen Georgia Premium Income Municipal Fund ("Georgia Premium"), Nuveen Maryland Premium Income Municipal Fund ("Maryland Premium"), Nuveen Massachusetts Premium Income Municipal Fund ("Massachusetts Premium"), Nuveen Missouri Premium Income Municipal Fund ("Missouri Premium"), Nuveen North Carolina Premium Income Municipal Fund ("North Carolina Premium"), Nuveen Texas Quality Income Municipal Fund ("Texas Quality") and Nuveen Virginia Premium Income Municipal Fund ("Virginia Premium"), each a Massachusetts business trust, (individually, a "Fund" and, collectively, the "Funds"), of proxies to be voted at the Annual Meeting of Shareholders of each Fund to be held on October 18, 2000 (for each Fund, an "Annual Meeting" and, collectively, the "Annual Meetings"), and at any and all adjournments thereof. On the matters coming before each Fund's Annual Meeting as to which a choice has been specified by the shareholders of that Fund on the proxy, the shares of that Fund will be voted accordingly. If no choice is so specified, the shares of each Fund will be voted FOR the election of the nominees as listed in this Joint Proxy Statement, and FOR ratification of the selection of Ernst & Young LLP as independent auditors. Shareholders of any Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. The Board of each Fund has determined that the use of this Joint Proxy Statement for the Fund's Annual Meeting is in the best interest of the Fund and its shareholders in light of the 1 5 similar matters being considered and voted on by the shareholders. Shareholders of each Fund will vote separately on each proposal relating to their Fund, and a vote on a proposal by the shareholders of one Fund will not affect the vote on the proposal by the shareholders of another Fund. The following table indicates which shareholders are solicited with respect to each matter:
------------------------------------------------------------------------------------ MATTER COMMON SHARES MUNIPREFERRED(1) ------------------------------------------------------------------------------------ 1a. Election of Board Members by all X X shareholders (Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Peter R. Sawers and Judith M. Stockdale nominated) ------------------------------------------------------------------------------------ b. Election of Board Members by N/A X MuniPreferred only (William J. Schneider and Timothy R. Schwertfeger nominated) ------------------------------------------------------------------------------------ 2. Ratification of the Selection of X X Independent Auditors ------------------------------------------------------------------------------------
(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Shares." A quorum of shareholders is required to take action at each Fund's Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees to be elected by holders of MuniPreferred of each Fund, 33 1/3% of the MuniPreferred shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and "broker non-votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. For purposes of determining the approval of the matters submitted for a vote of the shareholders of each Fund (except the funds that are Massachusetts Business Trusts), abstentions and broker non-votes will be treated as shares voted against the election of Board Members and against ratification of the selection of independent auditors. For purposes of determining the approval of the matters submitted for a vote of the shareholders of the Massachusetts Business Trusts (Connecticut Premium, Georgia Premium, Maryland Premium, Massachusetts Premium, Missouri Premium, North Carolina Premium, Texas Quality and Virginia Premium), abstentions and broker non-votes will have no effect on the election of Board Members and will have the same effect as shares voted against ratification of the selection of independent auditors. The details of each proposal to be voted on by the shareholders of each Fund and the vote required for approval of each proposal are set forth under the description of each proposal below. 2 6 Those persons who were shareholders of record at the close of business on August 21, 2000, will be entitled to one vote for each share held. As of August 21, 2000, the following shares of the Funds were issued and outstanding:
--------------------------------------------------------------------------------------- FUND SYMBOL COMMON SHARES MUNIPREFERRED --------------------------------------------------------------------------------------- Arizona Premium NAZ 4,371,800 1,200 Series TH --------------------------------------------------------------------------------------- Connecticut Premium NTC 5,236,523 1,532 Series TH --------------------------------------------------------------------------------------- Georgia Premium NPG 3,751,709 1,112 Series TH --------------------------------------------------------------------------------------- Maryland Premium NMY 10,472,035 1,404 Series W 1,760 Series TH --------------------------------------------------------------------------------------- Massachusetts Premium NMT 4,658,721 1,360 Series TH --------------------------------------------------------------------------------------- Michigan Quality NUM 11,513,998 3,200 Series TH 560 Series F --------------------------------------------------------------------------------------- Michigan Premium NMP 7,693,889 840 Series M 1,400 Series TH --------------------------------------------------------------------------------------- Missouri Premium NOM 2,175,088 640 Series TH --------------------------------------------------------------------------------------- North Carolina Premium NNC 6,277,463 1,872 Series TH --------------------------------------------------------------------------------------- Ohio Quality NUO 9,480,739 680 Series M 1,400 Series TH 1,000 Series TH2 --------------------------------------------------------------------------------------- Texas Quality NTX 9,438,007 760 Series M 2,000 Series TH --------------------------------------------------------------------------------------- Virginia Premium NPV 8,679,610 832 Series T 1,720 Series TH ---------------------------------------------------------------------------------------
This Joint Proxy Statement is first being mailed to shareholders of the Funds on or about September 8, 2000. 1. ELECTION OF BOARD MEMBERS OF EACH FUND At each Fund's Annual Meeting, seven (7) Board Members are to be elected to serve until the next Annual Meeting and until their successors shall have been duly elected and qualified. Under the terms of each Fund's organizational documents, holders of MuniPreferred are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of common shares and MuniPreferred, voting together as a single class. FOR ARIZONA PREMIUM, MICHIGAN QUALITY, MICHIGAN PREMIUM AND OHIO QUALITY. The affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting will be required to elect Board Members of each Fund. FOR CONNECTICUT PREMIUM, GEORGIA PREMIUM, MARYLAND PREMIUM, MASSACHUSETTS PREMIUM, MISSOURI PREMIUM, NORTH CAROLINA PREMIUM, TEXAS QUALITY AND VIRGINIA PREMIUM. The affirmative vote of a plurality of the shares present and entitled to vote at the Annual Meeting will be required to elect the Board Members of each Fund. 3 7 It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected; however, should any nominee become unable or unwilling to accept nomination for election, the proxies for each Fund will be voted for one or more substitute nominees designated by that Fund's present Board. The table below shows each nominee's birthdate, principal occupations and other business affiliations, the year in which each nominee was first elected or appointed a Board Member of each Fund and the number of common shares of all Nuveen Funds (excluding money market funds) which each nominee beneficially owned as of July 31, 2000. On July 31, 2000, the Board Members did not beneficially own any of the Fund's common shares or shares of MuniPreferred. All of the nominees were last elected to the Board at the 1999 annual meeting of shareholders. Currently there is a vacancy on each Board. No candidate has been selected to fill this vacancy. Other than Mr. Schwertfeger, none of the Board Members has ever been a director or an employee of Nuveen Investments or any affiliate. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED BELOW. 4 8 BOARD NOMINEES
----------------------------------------------------------------------------------------------- FULL COMMON SHARES OF ALL NUVEEN FUNDS NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR BENEFICIALLY OWNED NOMINEES AS OF JULY 31, 2000(1) APPOINTED A BOARD MEMBER AS OF JULY 31, 2000(2) ----------------------------------------------------------------------------------------------- Robert P. Bremner, 8/22/40 Board Member of 1997-All Funds 5,915 the Funds; private investor and management consultant. Lawrence H. Brown, 7/29/34 Board Member of 1993-All Funds 8,406 the Funds; retired in August 1989 as Senior Vice President of The Northern Trust Company (banking and trust industry). Anne E. Impellizzeri, 1/26/33 Board Member 1994-All Funds 6,580 of the Funds; Executive Director (since 1998) of Manitoga, Center for Russel Wright's Design with Nature (home and landscape); formerly, President and Chief Executive Officer of Blanton-Peale Institute (a training and counseling organization); prior thereto, Vice President, Metropolitan Life Insurance Co. Peter R. Sawers, 4/3/33 Board Member of the 1991-All Funds except 17,423 Funds; Adjunct Professor of Business and 1992-Arizona Premium, Economics, University of Dubuque, Iowa; and Michigan Premium Adjunct Professor, Lake Forest Graduate 1993-Connecticut Premium School of Management, Lake Forest, Georgia Premium Illinois; Chartered Financial Analyst; Maryland Premium Certified Management Consultant; formerly, Massachusetts Premium Executive Director, Towers Perrin Missouri Premium Australia. North Carolina Premium Virginia Premium William J. Schneider, 9/24/44(3) Board 1997-All Funds 42,016 Member of the Funds; Senior partner and Chief Operating Officer, Miller-Valentine Partners; Vice President, Miller-Valentine Realty (commercial real estate); Member, Community Advisory Board, National City Bank, Dayton, Ohio; Member, Business Advisory Council, Cleveland Federal Reserve Bank.
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----------------------------------------------------------------------------------------------- FULL COMMON SHARES OF ALL NUVEEN FUNDS NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR BENEFICIALLY OWNED NOMINEES AS OF JULY 31, 2000(1) APPOINTED A BOARD MEMBER AS OF JULY 31, 2000(2) ----------------------------------------------------------------------------------------------- *Timothy R. Schwertfeger, 1994-All Funds 290,430 3/28/49(3) Chairman of the Board (since July 1996) and President (since July 1999) of the Funds; Chairman (since May 1999), Trustee and President (since July 1996) of the Funds advised by Nuveen Institutional Advisory Corp.; Chairman, Trustee and President (since September 1999) of the funds advised by Nuveen Senior Loan Asset Management Inc.; Chairman (since July 1996) and Director, previously Executive Vice President, of The John Nuveen Company, Nuveen Investments, Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since January 1997) of Nuveen Asset Management, Inc.; Chairman and Director of Rittenhouse Financial Services, Inc. (since 1999); Chief Executive Officer and Director (since September 1999) of Nuveen Senior Loan Asset Management Inc. Judith M. Stockdale, 12/29/47 Board Member 1997-All Funds 2,535 of the Funds; Executive Director (since 1994) of the Gaylord and Dorothy Donnelley Foundation, a private family foundation; prior thereto, Executive Director (from 1990 to 1994) of the Great Lakes Protection Fund. -----------------------------------------------------------------------------------------------
(*) "Interested person" as defined in the Investment Company Act of 1940, as amended, by reason of being an officer or director of the Funds' investment adviser, Nuveen Advisory Corp. (1) As of July 31, 2000, the Board Members and nominees were board members of 37 Nuveen open-end funds and 54 closed-end funds managed by Nuveen Advisory Corp. ("NAC"). In addition, Mr. Schwertfeger is a board member of eight open-end and five closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC") and two funds managed by Nuveen Senior Loan Asset Management Inc. ("NSLAM"). (2) Certain Shares may be held in the name of, or jointly with, a director's spouse or a director may have disclaimed beneficial ownership of certain Shares. (3) Board Members Schneider and Schwertfeger are Board nominees to be elected by holders of MuniPreferred for all Funds. The Board Members affiliated with Nuveen Investments ("Nuveen") or Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the Funds. Board Members who are not affiliated with Nuveen or the Adviser receive a $15,000 quarterly retainer ($60,000 annually) for serving as a board member of all funds sponsored by Nuveen and managed by the Adviser and a $1,000 fee per day plus expenses for attendance at all meetings held on a day on which a regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses for attendance in person or a $500 fee per day plus expenses for attendance by telephone at a meeting held on a day on which no regular Board meeting is held, and a $250 fee per day plus expenses for attendance in person or by telephone at a meeting of the executive committee or the dividend committee. The annual retainer, fees and expenses are 6 10 allocated among the funds managed by the Adviser on the basis of relative net asset sizes. Effective January 1, 1999, the Board of Directors/Trustees of certain Nuveen funds (the "Participating Funds") established a Deferred Compensation Plan for Independent Directors and Trustees ("Deferred Compensation Plan"). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected to defer at least a portion of their fees. None of the Funds are Participating Funds. The table below shows, for each Board Member who is not affiliated with Nuveen or the Adviser, the aggregate compensation (i) paid by each Fund to each Board Member for its last fiscal year and (ii) paid during the calendar year ended 1999.
AGGREGATE COMPENSATION FROM THE FUNDS ----------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ARIZONA CONNECTICUT GEORGIA MARYLAND MASSACHUSETTS MICHIGAN MICHIGAN NAME OF BOARD MEMBER PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM QUALITY PREMIUM ----------------------------------------------------------------------------------------------------------------------- Robert P. Bremner $128 $151 $108 $303 $136 $363 $229 Lawrence H. Brown 139 159 114 321 143 393 241 Anne E. Impellizzeri 128 151 108 303 136 363 229 Peter R. Sawers 128 151 108 303 136 363 229 William J. Schneider 128 151 108 303 136 363 229 Judith M. Stockdale 128 151 108 303 136 363 229 -----------------------------------------------------------------------------------------------------------------------
TOTAL COMPENSATION ON NUVEEN FUNDS PAID TO BOARD AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS(1) -------------------------------------------------------------------------- MISSOURI NORTH CAROLINA OHIO TEXAS VIRGINIA NAME OF BOARD MEMBER PREMIUM PREMIUM QUALITY QUALITY PREMIUM ----------------------------------------------------------------------------------------------------------------------- Robert P. Bremner $ 62 $179 $312 $284 $255 $72,500 Lawrence H. Brown 66 189 329 307 269 79,750 Anne E. Impellizzeri 62 179 312 284 255 72,500 Peter R. Sawers 62 179 312 284 255 74,750 William J. Schneider 62 179 312 284 255 72,500 Judith M. Stockdale 62 179 312 284 255 72,500 -----------------------------------------------------------------------------------------------------------------------
(1) Includes compensation for service on the boards of the NAC Funds for the calendar year ended 1999, including deferred fees. Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive committee of the Board of each Fund. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, are limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive committee) or (ii) matters of administrative or ministerial nature. The executive committee of Michigan Quality held one 7 11 meeting during its last fiscal year. The executive committee of the other funds held no meetings during their last fiscal year. Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the dividend committee for each Fund. The dividend committee is authorized to declare distributions on the Funds' shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The dividend committee of each Fund held twelve meetings during its last fiscal year. Each Fund's Board has an audit committee composed of Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Peter R. Sawers, William J. Schneider and Judith M. Stockdale, Board Members who are not "interested persons" of the Fund. The audit committee reviews the work and any recommendations of the Fund's independent auditors. Based on such review, it is authorized to make recommendations to the Board. The audit committee of each Fund held two meetings during its last fiscal year. Nomination of those Board Members who are not "interested persons" of each Fund is committed to a governance committee composed of the Board Members who are not "interested persons" of that Fund. It identifies and recommends individuals to be nominated for election as non interested Board Members. The governance committee of each Fund held two meetings during its last fiscal year. No policy or procedure has been established as to the recommendation of Board Member nominees by shareholders. The Board of each Fund held four regular meetings during its last fiscal year. During the last fiscal year, each Board Member attended 75% or more of each Fund's Board meetings and the committee meetings (if a member thereof). The following table sets forth information as of July 31, 2000 with respect to each executive officer of the Funds, other than Mr. Schwertfeger, who is a Board Member and included in the table relating to nominees for the Board. Officers of the Funds receive no compensation from the Funds. The term of office of all officers will expire in July 2001.
------------------------------------------------------------------------------------------- POSITIONS WITH BUSINESS EXPERIENCE NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION ------------------------------------------------------------------------------------------- Alan G. Berkshire 12/28/60 Vice President and Senior Vice President (since May Assistant 1999), formerly Vice President Secretary (since May 1998), Secretary (since 1998) (since May 1998) and General Counsel (since September 1997) of The John Nuveen Company and Nuveen Investments; Senior Vice President (since May 1999), formerly Vice President (since September 1997), and Secretary (since May 1998) of Nuveen Advisory Corp., Nuveen Institutional Advisory Corp. and Nuveen Asset Management, Inc.; Senior Vice President and Secretary (since September 1999) of Nuveen Senior Loan Asset Management Inc.; prior thereto, Partner in the law firm of Kirkland & Ellis.
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------------------------------------------------------------------------------------------- POSITIONS WITH BUSINESS EXPERIENCE NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION ------------------------------------------------------------------------------------------- Peter H. D'Arrigo 11/28/67 Vice President and Vice President of Nuveen Treasurer (since Investments (since January 1999) 1999), prior thereto, Assistant Vice President (from January 1997); formerly Associate of Nuveen Investments; Vice President and Treasurer (since September 1999) of Nuveen Senior Loan Asset Management Inc.; Chartered Financial Analyst. Michael S. Davern 6/26/57 Vice President Vice President of Nuveen (since 1997) Advisory Corp. (since January 1997); prior thereto, Vice President and Portfolio Manager of Flagship Financial Inc. (from September 1991 to January 1997). Lorna C. Ferguson 10/24/45 Vice President Vice President of Nuveen (since 1998) Investments; Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. (since January 1998). William M. Fitzgerald 3/2/64 Vice President Vice President of Nuveen (since 1996) Advisory Corp. (since December 1995); prior thereto, Assistant Vice President of Nuveen Advisory Corp. (from September 1992 to December 1995); Chartered Financial Analyst. Stephen D. Foy 5/31/54 Vice President and Vice President of Nuveen Controller Investments and (since May 1998) (since 1998) The John Nuveen Company; Vice President (since September 1999) of Nuveen Senior Loan Asset Management Inc; Certified Public Accountant. J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen (since 1991) Advisory Corp; Chartered Financial Analyst. Richard A. Huber 3/26/63 Vice President Vice President of Nuveen (since 1998) Institutional Advisory Corp. (since March 1998) and Nuveen Advisory Corp. (since January 1997); prior thereto, Vice President and Portfolio Manager of Flagship Financial Inc. Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen (since 1990) Advisory Corp. David J. Lamb 3/22/63 Vice President Vice President (since March (since 2000) 2000) of Nuveen Investments, previously Assistant Vice President (since January 1999), prior thereto, Associate of Nuveen Investments; Certified Public Accountant.
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------------------------------------------------------------------------------------------- POSITIONS WITH BUSINESS EXPERIENCE NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION ------------------------------------------------------------------------------------------- Larry W. Martin 7/27/51 Vice President Vice President, Assistant (since 1993) and Secretary and Assistant General Assistant Counsel of Nuveen Investments; Secretary (since Vice President and Assistant each Fund's Secretary of Nuveen Advisory organization) Corp., Nuveen Institutional Advisory Corp. and Nuveen Asset Management, Inc.; (since January 1997) and Nuveen Senior Loan Asset Management Inc. (since September 1999); Assistant Secretary of The John Nuveen Company. Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen (since 1996) Advisory Corp. and Nuveen Institutional Advisory Corp. (since September 1996); prior thereto, Assistant Vice President of Nuveen Advisory Corp. (from December 1993 to September 1996) and Nuveen Institutional Advisory Corp. (from May 1995 to September 1996); Chartered Financial Analyst. Stephen S. Peterson 9/20/57 Vice President Vice President (since September (since 1997) 1997); Assistant Vice President (from September 1996 to September 1997) and, prior thereto, Portfolio Manager of Nuveen Advisory Corp.; Chartered Financial Analyst. Thomas C. Spalding, Jr. 7/31/51 Vice President Vice President of Nuveen (since each Fund's Advisory Corp. and Nuveen organization) Institutional Advisory Corp.; Chartered Financial Analyst. Gifford R. Zimmerman 9/9/56 Vice President Vice President, Assistant (since 1993) and Secretary and Associate General Secretary (since Counsel of Nuveen Investments; 1998) Vice President, General Counsel and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Vice President and Assistant Secretary of Nuveen Senior Loan Asset Management Inc. (since September 1999); Assistant Secretary of The John Nuveen Company; Chartered Financial Analyst. -------------------------------------------------------------------------------------------
On July 31, 2000, Board Members and executive officers of the Funds did not beneficially own any of the Funds' Common Shares or shares of MuniPreferred. On July 31, 2000, Board Members and executive officers of the Funds as a group beneficially owned 482,902 common shares of all funds managed by the Adviser, Nuveen Institutional Advisory Corp. or Nuveen Senior Loan Asset Management Inc. (includes Deferred Units and shares held by the executive officers in Nuveen's 401(k)/profit sharing plan, but excludes shares of money market funds). As of August 21, 2000 the Board Members and executive officers of the Funds 10 14 as a group owned less than 1% of the outstanding common shares of each Fund. As of August 21, 2000 no shareholder owned more than 5% of any class of shares of any Fund, except the Missouri Premium. As of September 30, 1999, according to filings made with the Securities and Exchange Commission, 177,473 shares, representing 8.24% of the outstanding shares of the Missouri Premium, were beneficially owned by B. K. Werner, c/o Safety National Casualty Corporation, 2043 Woodland Parkway, St. Louis Missouri 63146. 2. SELECTION OF INDEPENDENT AUDITORS The members of each Fund's Board who are not "interested persons" of that Fund have unanimously selected Ernst & Young LLP, independent public accountants, as independent auditors, to audit the books and records for each Fund for its current fiscal year. Ernst & Young LLP has served each Fund in this capacity since that Fund was organized and has no direct or indirect financial interest in that Fund except as independent auditors. The selection of Ernst & Young LLP as independent auditors of each Fund is being submitted to the shareholders for ratification, which requires the affirmative vote of a majority of the shares of each Fund present and entitled to vote on the matter. A representative of Ernst & Young LLP is expected to be present at the Annual Meetings and will be available to respond to any appropriate questions raised at the Annual Meetings and to make a statement if he or she wishes. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS. SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act") and Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), require each Fund's Board Members and officers, investment adviser, affiliated persons of the investment adviser and persons who own more than ten percent of a registered class of the Funds' equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund's shares with the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that during its last fiscal year all Section 16(a) filing requirements applicable to that Fund's Board Members and officers, investment adviser and affiliated persons of the investment adviser were complied with. INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as investment adviser and manager for each Fund. The Adviser is a wholly owned subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is a subsidiary of The John Nuveen Company, which in turn is approximately 77% owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385 Washington Street, St. Paul, Minnesota 55102, and is principally engaged in providing property-liability insurance through subsidiaries. 11 15 SHAREHOLDER PROPOSALS To be considered for presentation at the Annual Meeting of Shareholders of any of the Funds to be held in 2001, a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than May 11, 2001. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must submit such written notice to the Fund not later than July 25, 2001. Timely submission of a proposal does not mean that such proposal will be included. EXPENSES OF PROXY SOLICITATION The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement, and all other costs in connection with the solicitation of proxies, will be paid by the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter, telephone or telegraph by officers of each Fund, by officers or employees of Nuveen Investments or Nuveen Advisory Corp., or by dealers and their representatives. FISCAL YEAR The last fiscal year for Connecticut Premium, Georgia Premium, Maryland Premium, Massachusetts Premium, Missouri Premium, North Carolina Premium, and Virginia Premium was May 31, 2000, and for Arizona Premium, Michigan Quality, Michigan Premium, Ohio Quality and Texas Quality was July 31, 2000. ANNUAL REPORT DELIVERY Annual reports for the Funds with a fiscal year ended in May 2000 were sent to shareholders of record of each Fund following each Fund's fiscal year end. The 2000 annual report for each Fund with a fiscal year ended in July 2000 is expected to be available on or before September 29, 2000. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606, or by calling 1-800-257-8787. GENERAL Management does not intend to present and does not have reason to believe that any other items of business will be presented at any Fund's Annual Meeting. However, if other matters are properly presented to the Annual Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of each Fund. A list of shareholders entitled to be present and to vote at each Fund's Annual Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours for ten days prior to the date of that Annual Meeting. 12 16 Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Annual Meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Fund's By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO VOTE YOUR SHARES PROMPTLY. Gifford R. Zimmerman Vice President and Secretary 13 17 NUVEEN INVESTMENTS LOGO Nuveen Investments 333 West Wacker Drive Chicago, IL 60606-1286 (800) 257-8787 www.nuveen.com NAZ1000 18
[NUVEEN LOGO] NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND NUVEEN INVESTMENTS ANNUAL MEETING OF SHAREHOLDERS 333 WEST WACKER DRIVE COMMON SHARES CHICAGO, IL 60606-1256 PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 18, 2000 The annual meeting of shareholders will be held Wednesday, October 18, 2000, at 10:00 a.m. Central Time, in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Alan G. Berkshire and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned to represent and vote the shares of the undersigned at the annual meeting of shareholders to be held on October 18, 2000, or any adjournment or adjournments thereof. You are encouraged to specify your choices by marking the appropriate boxes. If you do not mark any boxes, your proxy will be voted "FOR" all of the proposals. Please mark, sign, date and return this proxy card promptly using the enclosed envelope if you are not voting by telephone or over the Internet. To vote by telephone, please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com. In either case you will be asked to enter the control number on the right hand side of this proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS ------------------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND Common Shares Vote On Proposals For Withhold For All To withhold authority to vote, mark "For All All Except All Except" and write the nominee's number on the line below. 1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] 01) Robert P. Bremner ----------------------------------------- 02) Lawrence H. Brown 03) Anne E. Impellizzeri 04) Peter R. Sawers 05) Judith M. Stockdale 2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain CURRENT FISCAL YEAR [ ] [ ] [ ] WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyvote.com). In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting. The shares to which this proxy relates will be voted as specified. If no specification is made, such shares will be voted "FOR" the election of nominees to the Board and "FOR" the proposal set forth on this proxy. Please be sure to sign and date this proxy if you are not voting by telephone or over the Internet. NOTE: Please sign your name exactly as it appears on this proxy. If shares are held jointly, each holder must sign the proxy. If you are signing on behalf of an estate, trust, or corporation, please state your title or capacity. ----------------------------------------------- ------------------------------------------------- Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
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[NUVEEN LOGO] NUVEEN MASSACHUSETTS INCOME MUNICIPAL FUND NUVEEN INVESTMENTS ANNUAL MEETING OF SHAREHOLDERS 333 WEST WACKER DRIVE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES CHICAGO, IL 60606-1256 SERIES TH PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 18, 2000 The annual meeting of shareholders will be held Wednesday, October 18, 2000, at 10:00 a.m. Central Time, in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Alan G. Berkshire and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned to represent and vote the shares of the undersigned at the annual meeting of shareholders to be held on October 18, 2000, or any adjournment or adjournments thereof. You are encouraged to specify your choices by marking the appropriate boxes. If you do not mark any boxes, your proxy will be voted "FOR" all of the proposals. Please mark, sign, date and return this proxy card promptly using the enclosed envelope if you are not voting by telephone or over the Internet. To vote by telephone, please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com. In either case you will be asked to enter the control number on the right hand side of this proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS ------------------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. NUVEEN MASSACHUSETTS PREMIUM INCOME MUNINICIPAL FUND SERIES TH Preferred Shares Vote On Proposals For Withhold For All To withhold authority to vote, mark "For All All Except All Except" and write the nominee's number on the line below. 1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] 01) Robert P. Bremner 02) Lawrence H. Brown ----------------------------------------- 03) Anne E. Impellizzeri 04) Peter R. Sawers 05) William J. Schneider 06) Timothy R. Schwertfeger 07) Judith M. Stockdale 2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyvote.com). In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting. The shares to which this proxy relates will be voted as specified. If no specification is made, such shares will be voted "FOR" the election of nominees to the Board and "FOR" the proposal set forth on this proxy. Please be sure to sign and date this proxy if you are not voting by telephone or over the Internet. NOTE: Please sign your name exactly as it appears on this proxy. If shares are held jointly, each holder must sign the proxy. If you are signing on behalf of an estate, trust, or corporation, please state your title or capacity. ------------------------------------------------ ----------------------------------------------- Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date