nkg.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21152

Nuveen Georgia Dividend Advantage Municipal Fund 2
(Exact name of registrant as specified in charter)

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
(Address of principal executive offices) (Zip code)

Kevin J. McCarthy
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
(Name and address of agent for service)

Registrant's telephone number, including area code: (312) 917-7700

Date of fiscal year end: May 31

Date of reporting period: May 31, 2012

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.


 
 

 


ITEM 1. REPORTS TO STOCKHOLDERS.


 
 

 
 
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Table of Contents
 
Chairman’s Letter to Shareholders
4
   
Portfolio Manager’s Comments
5
   
Fund Leverage and Other Information
13
   
Common Share Dividend and Price Information
15
   
Performance Overviews
17
   
Shareholder Meeting Report
24
   
Report of Independent Registered Public Accounting Firm
27
   
Portfolios of Investments
28
   
Statement of Assets and Liabilities
62
   
Statement of Operations
64
   
Statement of Changes in Net Assets
66
   
Statement of Cash Flows
69
   
Financial Highlights
72
   
Notes to Financial Statements
83
   
Annual Investment Management Agreement Approval Process
96
   
Board Members and Officers
105
   
Reinvest Automatically, Easily and Conveniently
110
   
Glossary of Terms Used in this Report
112
   
Additional Fund Information
115

 
 

 
 
Chairman’s
Letter to Shareholders
 
 
Dear Shareholders,
 
Investors have many reasons to remain cautious. The challenges in the Euro area are casting a shadow over global economies and financial markets. The political support for addressing fiscal issues is eroding as the economic and social impacts become more visible. At the same time, member nations appear unwilling to provide adequate financial support or to surrender sufficient sovereignty to strengthen the banks or unify the Euro area financial system. The gains made in reducing deficits, and the hard-won progress on winning popular acceptance of the need for economic austerity, are at risk. To their credit, European political leaders press on to find compromise solutions, but there is increasing concern that time will begin to run out.
 
In the U.S., strong corporate earnings have enabled the equity markets to withstand much of the downward pressures coming from weakening job creation, slower economic growth and political uncertainty. The Fed remains committed to low interest rates but has refrained from predicting another program of quantitative easing unless economic growth were to weaken significantly or the threat of recession appears on the horizon. Pre-election maneuvering has added to the already highly partisan atmosphere in the Congress. The end of the Bush-era tax cuts and implementation of the spending restrictions of the Budget Control Act of 2011, both scheduled to take place at year-end, loom closer.
 
During the last year, U.S. based investors have experienced a sharp decline and a strong recovery in the equity markets. The experienced investment teams at Nuveen keep their eye on a longer time horizon and use their practiced investment disciplines to negotiate through market peaks and valleys to achieve long-term goals for investors. Experienced professionals pursue investments that will weather short-term volatility and at the same time, seek opportunities that are created by markets that overreact to negative developments. Monitoring this process is an important consideration for the Fund Board as it oversees your Nuveen Fund on your behalf.
 
As always, I encourage you to contact your financial consultant if you have any questions about your investment in a Nuveen Fund. On behalf of the other members of your Fund Board, we look forward to continuing to earn your trust in the months and years ahead.
 
Sincerely,
 
 
Robert P. Bremner
Chairman of the Board
July 20, 2012
 
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Portfolio Manager’s Comments
 
Nuveen Georgia Premium Income Municipal Fund (NPG)
Nuveen Georgia Dividend Advantage Municipal Fund (NZX)
Nuveen Georgia Dividend Advantage Municipal Fund 2 (NKG)
Nuveen North Carolina Premium Income Municipal Fund (NNC)
Nuveen North Carolina Dividend Advantage Municipal Fund (NRB)
Nuveen North Carolina Dividend Advantage Municipal Fund 2 (NNO)
Nuveen North Carolina Dividend Advantage Municipal Fund 3 (NII)
 
Portfolio manager Daniel Close reviews economic and municipal market conditions at the national and state levels, key investment strategies and the twelve-month performance of the Nuveen Georgia and North Carolina Funds. Dan, who joined Nuveen in 2000, assumed portfolio management responsibility for these seven Funds in 2007.
 
What factors affected the U.S. economic and municipal market environments during the twelve-month reporting period ended May 31, 2012?
 
During this period, the U.S. economy’s progress toward recovery from recession remained moderate. The Federal Reserve (Fed) maintained its efforts to improve the overall economic environment by continuing to hold the benchmark Fed Funds rate at the record low level of zero to 0.25% that it had established in December 2008. At its June 2012 meeting (following the end of this reporting period), the central bank affirmed its opinion that economic conditions would likely warrant keeping the Fed Funds rate at “exceptionally low levels” through at least late 2014. The Fed also announced that it would extend its program to lengthen the average maturity of its holdings of U.S. Treasury securities by purchasing another $267 billion of these securities (in addition to the $400 billion originally announced in September 2011) with remaining maturities of six to thirty years and selling an equal amount of U.S. Treasury securities with maturities of three years or less. The goals of this program, which the Fed has now extended through the end of December 2012, are to lower longer-term interest rates, make broader financial conditions more accommodating, support a stronger economic recovery and help ensure that inflation remains at levels consistent with the Fed’s mandates of maximum employment and price stability.
 
In the first quarter of 2012, the U.S. economy, as measured by the U.S. gross domestic product (GDP), grew at an annualized rate of 1.9%, marking eleven consecutive quarters
 
Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio manager as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements, and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Funds disclaim any obligation to update publicly or revise any forward-looking statements or views expressed herein.
 
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc., or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
 
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of positive growth. The Consumer Price Index (CPI) rose 1.7% year-over-year as of May 2012, the lowest twelve-month rate of change since February 2011, while the core CPI (which excludes food and energy) increased 2.3% during the period, edging above the Fed’s unofficial objective of 2.0% or lower for this inflation measure. Labor market conditions continued to be slow to improve, with national unemployment registering 8.2% in May 2012, down from 9.0% in May 2011 but a slight uptick from the 8.1% reading in April 2012. The housing market remained the major weak spot in the economy, beleaguered by a high level of distressed properties and difficult credit conditions. For the twelve months ended April 2012 (most recent data available at the time this report was prepared), the average home price in the Standard & Poor’s (S&P)/Case-Shiller Index of 20 major metropolitan areas lost 1.9%, as housing prices remained at the lowest levels since early 2003, down approximately 34% from their 2006 peak. In addition, the U.S. economic picture continued to be clouded by concerns about the European debt crisis and global financial markets in general and efforts to reduce the U.S. federal deficit.
 
Municipal bond prices generally rallied during this period, amid strong demand and tight supply. Although the availability of tax-exempt supply improved in recent months, the pattern of new issuance remained light compared with long-term historical trends. This served as a key driver of performance, as tight supply and strong demand combined to create favorable market conditions for municipal bonds. Concurrent with rising prices, yields declined across most maturities, especially at the longer end of the municipal yield curve. The depressed level of municipal bond issuance during the first part of this period was due in part to the lingering effects of the taxable Build America Bonds (BAB) program. Even though the BAB program expired at the end of 2010, issuers had made extensive use of its favorable terms to issue almost $190 billion in taxable BAB bonds during 2009 and 2010, representing approximately 25% of all municipal issuance during that period. Some borrowers accelerated issuance into 2010 in order to take advantage of the program before its termination, fulfilling their capital program borrowing needs well into 2011 and 2012. The low level of municipal issuance during this period also reflected the current political distaste for additional borrowing by state and local governments and the prevalent atmosphere of municipal budget austerity. In recent months, we have seen an increasing number of borrowers come to market seeking to take advantage of the current rate environment by calling existing debt and refinancing at lower rates.
 
Over the twelve months ended May 31, 2012, municipal bond issuance nationwide totaled $357.4 billion, an increase of 2.7% compared with issuance during the twelvemonth period ended May 31, 2011. During this period, demand for municipal bonds remained very strong, especially from individual investors.
 
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How were economic and market conditions in Georgia and North Carolina during this period?
 
Georgia continued to recover from the recent recession during this reporting period. In 2011, the state saw its economy expand at a rate of 1.7%, compared with the national average of 1.5%, ranking Georgia 16th in the nation in terms of GDP growth by state. In recent months, this recovery continued, led by employment gains in professional and business services, retail trade, education and health care, which represented almost 40% of the state’s jobs. As of May 2012, unemployment in Georgia was 8.9%, its lowest level since January 2009, down from 9.8% in May 2011, but still higher than the national rate of 8.2%. Georgia’s growth has been supported by a diverse economic base including service industries, transportation, tourism, agriculture and manufacturing. The state’s transportation capabilities include one of the world’s busiest airports (Hartsfield-Jackson Atlanta International Airport) and major port facilities on the East Coast, including the Port of Savannah. Overall, Georgia’s housing market continued to act as the main drag on its growth. The state, which had the nation’s fourth highest rate of foreclosures in 2011, moved to the top of the list in May 2012, with one in every 300 housing units in foreclosure. According to the S&P/Case-Shiller Index of 20 major metropolitan areas, housing prices in Atlanta fell 17.0% during the twelve months ended April 2012 (most recent data available at the time this report was prepared), the only double-digit decline among the 20 cities in the index. This compared with a price decline of 1.9% nationally. With 22 consecutive months of negative annual returns, Atlanta’s average home price remained below the levels of January 2000. In May 2012, Georgia adopted a $19.3 billion state budget for fiscal 2013, increasing spending by 4.5% from fiscal 2012. As of May 2012, Georgia’s general obligation debt continued to be rated Aaa and AAA with stable outlooks from both Moody’s and S&P, respectively. For the twelve months ended May 31, 2012, municipal issuance in Georgia totaled $7.8 billion, an increase of 13.5% over the twelve months ended May 31, 2011.
 
The pace of economic growth in North Carolina quickened toward the end of 2011 and into 2012. For 2011, the state’s economy expanded 1.8%, compared with the national average of 1.5%, ranking North Carolina 15th in the nation in terms of GDP growth by state. The state’s manufacturing sector, once a leader in textiles, furniture and tobacco, was not expected to resume its role as a major driver in the North Carolina economy, as overseas competitors take the lead in those industries, but the sector posted steady employment gains during this period. Although North Carolina has worked to transition its economy away from old-line manufacturing into sectors oriented toward research, technology and services, manufacturing continued to represent 11% of the state’s jobs, compared with 9% nationally. At the same time, job losses in the public sector resulting from a tight
 
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state budget finally appeared to be moderating. Two of North Carolina’s top three employers include U.S. military bases (Fort Bragg and Camp Lejeune), with more than 110,000 workers. As of May 2012, North Carolina’s unemployment rate was 9.4%, its lowest level since January 2009, down from 10.5% in May 2011 and its recent peak of 11.4% in early 2010, but still higher than the national rate of 8.2%. In the state’s housing market, single-family housing permits and starts increased modestly in 2011, helped by some pent-up demand and healthy demographics. According to the S&P/Case-Shiller Index of 20 major metropolitan areas, housing prices in Charlotte rose 0.8% during the twelve months ended April 2012, compared with a price decline of 1.9% nationally. In June 2011, North Carolina enacted a two-year budget for fiscal 2012 and 2013. Key revenue sources, sales tax collections and income tax withholdings continued to outpace budget forecast projections, according to Moody’s. As of May 2012, Moody’s and S&P rated North Carolina general obligation debt at Aaa and AAA, respectively. During the twelve months ended May 31, 2012, municipal issuance in North Carolina totaled $5.6 billion, a decrease of 18% from that issued during the twelve months ended May 31, 2011.
 
What key strategies were used to manage these Funds during this reporting period?
 
As previously discussed, municipal bond prices generally rallied during this period in an environment of strong demand. In this environment, we continued to take a bottom-up approach to discovering sectors that appeared undervalued as well as individual credits that had the potential to perform well over the long term and helped us keep the Funds fully invested.
 
During this period, the Georgia Funds found value in several areas of the market, including limited tax obligation bonds, water and sewer, airport, and, in NZX, electric utilities credits. We also added to our holdings in the higher education sector, purchasing Mercer University in all of the Georgia Funds and Georgia Tech in NZX. The North Carolina Funds also purchased water and sewer credits as well as several health care issues, electric utilities and appropriation bonds. We focused on bonds with intermediate to longer maturities in both the primary and secondary markets. This enabled us to take advantage of attractive yields at the longer end of the municipal yield curve and also provided some protection for the Funds’ duration and yield curve positioning.
 
Cash for new purchases during this period was generated primarily by the proceeds from a meaningful number of bond calls which we worked to redeploy to keep the Funds as fully invested as possible. Overall, selling was minimal because the bonds in our portfolios generally offered higher yields than those available in the current marketplace.
 
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As of May 31, 2012, all of these Funds continued to use inverse floating rate securities. We employ inverse floaters as a form of leverage for a variety of reasons, including duration management, income enhancement and total return enhancement. During this period, we found it advantageous to terminate one of NRB’s inverse floater positions. We accomplished this by selling pre-refunded bonds and using the proceeds to buy back the inverse floater, terminate the trust that held the securities and place the bonds involved back on NRB’s Statement of Assets and Liabilities. This activity did not involve any concerns about the credit fundamentals of the holdings in the trust, but rather was due to the trust’s approaching call dates.
 
How did the Funds perform during the twelve-month period ended May 31, 2012?
 
Individual results for the Nuveen Georgia and North Carolina Funds, as well as relevant index and peer group information, are presented in the accompanying table.
 
Average Annual Total Returns on Common Share Net Asset Value
For periods ended 5/31/12
 
Fund
1-Year
5-Year
10-Year
Georgia Funds
     
NPG
13.33%
5.69%
5.92%
NZX
14.21%
6.39%
6.65%
NKG
12.04%
5.42%
N/A
       
Standard & Poor’s (S&P) Georgia Municipal Bond Index*
9.08%
5.37%
5.22%
Standard & Poor’s (S&P) National Municipal Bond Index*
10.77%
5.54%
5.44%
Lipper Other States Municipal Debt Funds Classification Average*
16.15%
6.27%
6.53%
       
North Carolina Funds
     
NNC
11.88%
6.23%
6.19%
NRB
14.22%
6.94%
6.88%
NNO
13.66%
6.53%
6.63%
NII
14.09%
6.66%
N/A
       
Standard & Poor’s (S&P) North Carolina Municipal Bond Index*
9.03%
5.77%
5.50%
Standard & Poor’s (S&P) National Municipal Bond Index*
10.77%
5.54%
5.44%
Lipper Other States Municipal Debt Funds Classification Average*
16.15%
6.27%
6.53%
 
 
Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares.
   
 
For additional information, see the individual Performance Overview for your Fund in this report.
   
*
Refer to Glossary of Terms Used in this Report for definitions. Indexes and Lipper averages are not available for direct investment.
 
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For the twelve months ended May 31, 2012, the total returns on common share net asset value (NAV) for all of the Georgia and North Carolina Funds exceeded the returns for their respective state’s S&P Municipal Bond Index, as well as the S&P National Municipal Bond Index. For the same period, the Funds underperformed the average return for the Lipper Other States Municipal Debt Funds Classification Average. Shareholders should note that the performance of the Lipper Other States classification represents the overall average of returns for funds from ten different states with a wide variety of municipal market conditions.
 
Key management factors that influenced the Funds’ returns during this period included duration and yield curve positioning, credit exposure and sector allocation. The use of regulatory leverage also was an important positive factor affecting the Funds’ performance. Leverage is discussed in more detail later in this report.
 
The Funds’ duration, or interest rate positioning, provided meaningful positive impact on performance. As interest rates fell throughout the year, it was advantageous for the portfolios to have a relatively long duration, in other words, to be more sensitive to the beneficial effects of declining rates.
 
During this period, municipal bonds with longer maturities generally outperformed those with shorter maturities. Overall, credits at the longest end of the municipal yield curve posted the strongest returns, while bonds at the shortest end produced the weakest results. Zero coupon bonds, which generally outperformed during this period due to their longer durations, were among the top contributors to the Funds’ performance. Among these Funds, NRB was the most advantageously positioned in terms of duration and yield curve, with good exposure to the longer parts of the yield curve that performed best during this period. NPG benefited from being modestly overweight at the longer end of the curve and underweight in the shortest, while NNC was hurt by its overexposure to bonds with short maturities. NKG, which had the shortest duration among these seven Funds, was introduced in September 2002 and has reached the ten-year point of the bond market cycle when holdings of bonds with short call dates typically make up a larger percentage of a fund’s portfolio. This greater exposure to the shortest end of the yield curve hampered NKG’s performance during this period. NII, which also was introduced in September 2002, was similarly overweight on the shortest part of the curve, but this was more than offset by being overweight at the longer end as well. Overall, variations in duration and yield curve positioning among the Funds accounted for the majority of the differences in performance.
 
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Credit exposure was also an important factor in the Funds’ performance during these twelve months, as lower quality bonds generally outperformed higher quality bonds. This outperformance was due in part to the greater demand for lower rated bonds as investors looked for investment vehicles offering higher yields. As investors became more comfortable taking on additional investment risk, credit spreads narrowed through a variety of rating categories. As a result of this spread compression, the performance of the Georgia Funds benefited from their emphasis on the lower rated credit spectrum, with all three of these Funds having double-digit allocations of bonds rated BBB. NPG’s performance also was helped by its underweighting in bonds rated AAA. Overall, the North Carolina Funds had smaller weightings of bonds rated BBB than the Georgia Funds, due to the fact that North Carolina generally issues fewer lower rated bonds. As a result, all four of the North Carolina funds were underweight in the BBB sector and overweight in AAA bonds, which detracted from performance.
 
Holdings that generally made positive contributions to the Funds’ returns during this period included health care (including hospitals), transportation, education and water and sewer credits. Most of these Funds, particularly the North Carolina Funds, benefited from weightings in the health care sector. Tobacco credits backed by the 1998 master tobacco settlement agreement also performed well, as these bonds benefited from several market developments, including increased demand for higher yielding investments by investors who had become less risk-averse.
 
In contrast, pre-refunded bonds, which are often backed by U.S. Treasury securities, were the poorest performing market segment during this period. The underperformance of these bonds can be attributed primarily to their shorter effective maturities and higher credit quality. As of May 31, 2012, NKG and NNC had the heaviest weightings in pre-refunded bonds, which detracted from their performance, while NPG and NRB held the fewest pre-refunded bonds. General obligation (GO) bonds and public power and housing credits also lagged the performance of the general municipal market for this period. These Funds, especially the North Carolina Funds, tended to be underweighted in the GO sector, which limited the impact of these holdings.
 
APPROVED FUND REORGANIZATIONS
 
On May 14, 2012 and May 15, 2012, shareholders approved a series of reorganizations for all the Georgia and North Carolina Funds included in this report, respectively.
 
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The reorganizations in each respective state are intended to create a single larger state Fund, which would potentially offer shareholders the following benefits:
 
Lower Fund expense ratios (excluding the effects of leverage), as fixed costs are spread over a larger asset base;
   
Enhanced secondary market trading, as larger Funds potentially make it easier for investors to buy and sell Fund shares;
   
Lower per share trading costs through reduced bid/ask spreads due to a larger common share float; and
   
Increased Fund flexibility in managing the structure and cost of leverage over time.
 
The approved reorganizations are as follows:
 
Acquired Funds
Symbol
 
Acquiring Fund
Symbol
Georgia Funds
       
Nuveen Georgia Premium Income
NPG
 
Nuveen Georgia Dividend Advantage
NKG
Municipal Fund
   
Municipal Fund 2
 
Nuveen Georgia Dividend Advantage
NZX
     
Municipal Fund
       
         
Acquired Funds
Symbol
 
Acquiring Fund
Symbol
North Carolina Funds
       
Nuveen North Carolina Dividend
NRB
 
Nuveen North Carolina Premium Income
NNC
Advantage Municipal Fund
   
Municipal Fund
 
Nuveen North Carolina Dividend
NNO
     
Advantage Municipal Fund 2
       
Nuveen North Carolina Dividend
NII
     
Advantage Municipal Fund 3
       
 
The reorganizations were consummated prior to the opening of business on July 9, 2012 (following the end of this reporting period). Upon the closing of the reorganizations, the Acquired Funds transferred their assets to the Acquiring Funds in exchange for common and preferred shares of their Acquiring Funds, and the assumption by the Acquiring Funds of the liabilities of the Acquired Funds. The Acquired Funds were liquidated, dissolved and terminated in accordance with their Declaration of Trust. Shareholders of the Acquired Funds became shareholders of the Acquiring Funds. Holders of common shares received newly issued common shares of the Acquiring Funds, the aggregate net asset value of which was equal to the aggregate net asset value of the common shares of their Acquired Funds held immediately prior to the reorganizations (including for this purpose fractional Acquiring Funds shares to which shareholders would be entitled). Fractional shares were sold on the open market and shareholders received cash in lieu of such fractional shares. Holders of MuniFund Term Preferred (MTP) Shares of each Acquired Fund received on a one-for-one basis newly issued MTP Shares of their Acquiring Fund, in exchange for MTP Shares of their Acquired Fund held immediately prior to the reorganization.
 
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Fund Leverage and
Other Information
 
IMPACT OF THE FUNDS’ LEVERAGE STRATEGIES ON PERFORMANCE
 
One important factor impacting the returns of all these Funds relative to the comparative indexes was the Funds’ use of leverage. The Funds use leverage because their managers believe that, over time, leveraging provides opportunities for additional income and total return for common shareholders. However, use of leverage also can expose common shareholders to additional volatility. For example, as the prices of securities held by a fund decline, the negative impact of these valuation changes on common share net asset value and common shareholder total return is magnified by the use of leverage. Conversely, leverage may enhance common share returns during periods when the prices of securities held by a fund generally are arising. Leverage made a positive contribution to the performance of these Funds over this reporting period.
 
THE FUNDS’ REGULATORY LEVERAGE
 
As of May 31, 2012, each of the Funds have issued and outstanding MTP Shares as shown in the accompanying table.
 
   
Shares Issued
Annual
NYSE
Fund
Series
At Liquidation Value
Interest Rate
Ticker
NPG
2015
$       28,340,000
2.65%
NPG Pr C
NZX
2015
14,340,000
2.65%
NZX Pr C
NKG
2015
32,265,000
2.65%
NKG Pr C
NNC
2015
24,300,000
2.65%
NNC Pr C
NNC
2016
25,535,000
2.60%
NNC Pr D
NRB
2015
16,600,000
2.60%
NRB Pr C
NNO
2015
29,700,000
2.60%
NNO Pr C
NII
2015
28,725,000
2.65%
NII Pr C
 
(Refer to Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies and Footnote 4 – Fund Shares for further details on MTP Shares.)
 
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RISK CONSIDERATIONS
 
Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation. Past performance is no guarantee of future results. Fund common shares are subject to a variety of risks and are listed in order of priority:
 
Investment and Market Risk. An investment in common shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in common shares represents an indirect investment in the municipal securities owned by the Fund, which generally trade in the over-the-counter markets. Your common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.
 
Price Risk. Shares of closed-end investment companies like these Funds frequently trade at a discount to their NAV. Your common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.
 
Leverage Risk. Each Fund’s use of leverage creates the possibility of higher volatility for the Fund’s per share NAV, market price, distributions and returns. There is no assurance that a Fund’s leveraging strategy will be successful.
 
Tax Risk. The tax treatment of Fund distributions may be affected by new IRS interpretations of the Internal Revenue Code and future changes in tax laws and regulations.
 
Issuer Credit Risk. This is the risk that a security in a Fund’s portfolio will fail to make dividend or interest payments when due.
 
Interest Rate Risk. Fixed-income securities such as bonds, preferred, convertible and other debt securities will decline in value if market interest rates rise.
 
Reinvestment Risk. If market interest rates decline, income earned from a Fund’s portfolio may be reinvested at rates below that of the original bond that generated the income.
 
Call Risk or Prepayment Risk. Issuers may exercise their option to prepay principal earlier than scheduled, forcing a Fund to reinvest in lower-yielding securities.
 
Inverse Floater Risk. The Funds may invest in inverse floaters. Due to their leveraged nature, these investments can greatly increase a Fund’s exposure to interest rate risk and credit risk. In addition, investments in inverse floaters involve the risk that the Fund could lose more than its original principal investment.
 
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Common Share Dividend
and Price Information
 
DIVIDEND INFORMATION
 
During the twelve-month reporting period ended May 31, 2012, the monthly dividends of NPG and NZX were reduced once, and the dividends of NKG, NNC, NRB, NNO and NII each were cut twice during the period.
 
All of these Funds seek to pay stable dividends at rates that reflect each Fund’s past results and projected future performance. During certain periods, each Fund may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Fund during the period. If a Fund has cumulatively earned more than it has paid in dividends, it holds the excess in reserve as undistributed net investment income (UNII) as part of the Fund’s NAV. Conversely, if a Fund has cumulatively paid dividends in excess of its earnings, the excess constitutes negative UNII that is likewise reflected in the Fund’s NAV. Each Fund will, over time, pay all of its net investment income as dividends to shareholders. As of May 31, 2012, all of the Funds in this report had positive UNII balances for both tax and financial reporting purposes.
 
COMMON SHARE REPURCHASES AND PRICE INFORMATION
 
Since the inception of the Funds’ repurchase programs, the Funds have not repurchased any of their outstanding common shares.
 
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As of May 31, 2012, and during the twelve-month reporting period, the Funds’ common share prices were trading at (+) premiums or (-) discounts to their common share NAVs as shown in the accompanying table.
 
 
5/31/12
Twelve-Month Average
Fund
(+)Premium/(-)Discount
(+)Premium/(-)Discount
NPG
(+) 1.45%
(-)1.43%
NZX
(-) 1.28%
(-)0.27%
NKG
(+) 0.14%
(+)0.12%
NNC
(+) 4.38%
(+)0.50%
NRB
(+) 3.71%
(+)1.78%
NNO
(+) 0.70%
(-)0.27%
NII
(+) 1.62%
(+)0.48%
 
16
 
Nuveen Investments

 
 

 

NPG
 
Nuveen Georgia
Performance
 
Premium Income
OVERVIEW
 
Municipal Fund
   
as of May 31, 2012
 
 
Fund Snapshot
       
Common Share Price
 
$
15.36
 
Common Share Net Asset Value (NAV)
 
$
15.14
 
Premium/(Discount) to NAV
   
1.45
%
Market Yield
   
4.41
%
Taxable-Equivalent Yield1
   
6.51
%
Net Assets Applicable to Common Shares ($000)
 
$
57,693
 
         
Leverage
       
Regulatory Leverage
   
32.94
%
Effective Leverage
   
35.41
%

Average Annual Total Returns
             
(Inception 5/20/93)
             
   
On Share Price
 
On NAV
1-Year
   
21.36
%
 
13.33
%
5-Year
   
6.97
%
 
5.69
%
10-Year
   
4.99
%
 
5.92
%

Portfolio Composition3
   
(as a % of total investments)
   
Tax Obligation/General
 
22.0%
Tax Obligation/Limited
 
14.4%
Water and Sewer
 
13.6%
Education and Civic Organizations
 
13.2%
Health Care
 
10.0%
Utilities
 
8.6%
U.S. Guaranteed
 
5.1%
Other
 
13.1%
 
 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
1
Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 32.3%. When comparing this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.
 
Nuveen Investments
 
17

 
 

 

NZX
 
Nuveen Georgia
Performance
 
Dividend Advantage
OVERVIEW
 
Municipal Fund
   
as of May 31, 2012
 
 
Fund Snapshot
       
Common Share Price
 
$
15.40
 
Common Share Net Asset Value (NAV)
 
$
15.60
 
Premium/(Discount) to NAV
   
-1.28
%
Market Yield
   
4.75
%
Taxable-Equivalent Yield1
   
7.02
%
Net Assets Applicable to Common Shares ($000)
 
$
30,804
 
         
Leverage
       
Regulatory Leverage
   
31.77
%
Effective Leverage
   
34.35
%

Average Annual Total Returns
             
(Inception 9/25/01)
             
   
On Share Price
 
On NAV
1-Year
   
16.97
%
 
14.21
%
5-Year
   
4.51
%
 
6.39
%
10-Year
   
5.99
%
 
6.65
%

Portfolio Composition3
   
(as a % of total investments)
   
Tax Obligation/General
 
22.4%
Water and Sewer
 
13.7%
U.S. Guaranteed
 
11.8%
Health Care
 
11.3%
Education and Civic Organizations
 
9.4%
Tax Obligation/Limited
 
9.1%
Transportation
 
6.1%
Utilities
 
5.3%
Other
 
10.9%
 
 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
1
Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 32.3%. When comparing this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.
 
18
 
Nuveen Investments

 
 

 

NKG
 
Nuveen Georgia
Performance
 
Dividend Advantage
OVERVIEW
 
Municipal Fund 2
   
as of May 31, 2012
 
 
Fund Snapshot
       
Common Share Price
 
$
14.73
 
Common Share Net Asset Value (NAV)
 
$
14.71
 
Premium/(Discount) to NAV
   
0.14
%
Market Yield
   
4.56
%
Taxable-Equivalent Yield1
   
6.74
%
Net Assets Applicable to Common Shares ($000)
 
$
67,039
 
         
Leverage
       
Regulatory Leverage
   
32.49
%
Effective Leverage
   
34.98
%

Average Annual Total Returns
             
(Inception 9/25/02)
             
   
On Share Price
 
On NAV
1-Year
   
11.12
%
 
12.04
%
5-Year
   
5.62
%
 
5.42
%
Since Inception
   
5.11
%
 
5.38
%

Portfolio Composition3
   
(as a % of total investments)
   
Tax Obligation/General
 
17.3%
U.S. Guaranteed
 
16.6%
Water and Sewer
 
15.6%
Tax Obligation/Limited
 
12.1%
Health Care
 
11.6%
Education and Civic Organizations
 
8.2%
Housing/Multifamily
 
4.2%
Other
 
14.4%
 
 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
1
Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 32.3%. When comparing this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.
 
Nuveen Investments
 
19

 
 

 

NNC
 
Nuveen North Carolina
Performance
 
Premium Income
OVERVIEW
 
Municipal Fund
   
as of May 31, 2012
 
 
Fund Snapshot
       
Common Share Price
 
$
15.97
 
Common Share Net Asset Value (NAV)
 
$
15.30
 
Premium/(Discount) to NAV
   
4.38
%
Market Yield
   
4.28
%
Taxable-Equivalent Yield1
   
6.45
%
Net Assets Applicable to Common Shares ($000)
 
$
97,497
 
         
Leverage
       
Regulatory Leverage
   
33.82
%
Effective Leverage
   
36.08
%

Average Annual Total Returns
             
(Inception 5/20/93)
             
   
On Share Price
 
On NAV
1-Year
   
16.23
%
 
11.88
%
5-Year
   
7.39
%
 
6.23
%
10-Year
   
5.10
%
 
6.19
%

Portfolio Composition3
   
(as a % of total investments)
   
Health Care
 
20.7%
Tax Obligation/Limited
 
19.5%
U.S. Guaranteed
 
15.4%
Water and Sewer
 
13.8%
Education and Civic Organizations
 
10.7%
Transportation
 
8.1%
Other
 
11.8%
 
 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
1
Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 33.6%. When comparing this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.
 
20
 
Nuveen Investments

 
 

 

NRB
 
Nuveen North Carolina
Performance
 
Dividend Advantage
OVERVIEW
 
Municipal Fund
   
as of May 31, 2012
 
 
Fund Snapshot
       
Common Share Price
 
$
16.50
 
Common Share Net Asset Value (NAV)
 
$
15.91
 
Premium/(Discount) to NAV
   
3.71
%
Market Yield
   
4.58
%
Taxable-Equivalent Yield1
   
6.90
%
Net Assets Applicable to Common Shares ($000)
 
$
36,201
 
         
Leverage
       
Regulatory Leverage
   
31.44
%
Effective Leverage
   
38.69
%

Average Annual Total Returns
             
(Inception 1/25/01)
             
   
On Share Price
 
On NAV
1-Year
   
16.29
%
 
14.22
%
5-Year
   
5.45
%
 
6.94
%
10-Year
   
6.30
%
 
6.88
%

Portfolio Composition3
   
(as a % of total investments)
   
Water and Sewer
 
27.2%
Health Care
 
17.9%
Tax Obligation/Limited
 
17.2%
Transportation
 
9.5%
Tax Obligation/General
 
6.8%
U.S. Guaranteed
 
6.4%
Education and Civic Organizations
 
5.2%
Other
 
9.8%
 
 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
1
Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 33.6%. When comparing this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.
 
Nuveen Investments
 
21

 
 

 

NNO
 
Nuveen North Carolina
Performance
 
Dividend Advantage
OVERVIEW
 
Municipal Fund 2
   
as of May 31, 2012
 
 
Fund Snapshot
       
Common Share Price
 
$
15.83
 
Common Share Net Asset Value (NAV)
 
$
15.72
 
Premium/(Discount) to NAV
   
0.70
%
Market Yield
   
4.62
%
Taxable-Equivalent Yield1
   
6.96
%
Net Assets Applicable to Common Shares ($000)
 
$
59,014
 
         
Leverage
       
Regulatory Leverage
   
33.48
%
Effective Leverage
   
36.95
%

Average Annual Total Returns
             
(Inception 11/15/01)
             
   
On Share Price
 
On NAV
1-Year
   
17.23
%
 
13.66
%
5-Year
   
5.76
%
 
6.53
%
10-Year
   
6.26
%
 
6.63
%

Portfolio Composition3
   
(as a % of total investments)
   
Health Care
 
22.0%
Water and Sewer
 
19.9%
Tax Obligation/Limited
 
19.1%
U.S. Guaranteed
 
12.5%
Transportation
 
9.2%
Tax Obligation/General
 
6.2%
Other
 
11.1%
 
 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
1
Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 33.6%. When comparing this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.
 
22
 
Nuveen Investments

 
 

 

NII
 
Nuveen North Carolina
Performance
 
Dividend Advantage
OVERVIEW
 
Municipal Fund 3
   
as of May 31, 2012
 
 
Fund Snapshot
       
Common Share Price
 
$
15.66
 
Common Share Net Asset Value (NAV)
 
$
15.41
 
Premium/(Discount) to NAV
   
1.62
%
Market Yield
   
4.67
%
Taxable-Equivalent Yield1
   
7.03
%
Net Assets Applicable to Common Shares ($000)
 
$
60,686
 
         
Leverage
       
Regulatory Leverage
   
32.13
%
Effective Leverage
   
37.37
%

Average Annual Total Returns
             
(Inception 9/25/02)
             
   
On Share Price
 
On NAV
1-Year
   
15.87
%
 
14.09
%
5-Year
   
6.69
%
 
6.66
%
Since Inception
   
5.67
%
 
6.00
%

Portfolio Composition3
   
(as a % of total investments)
   
Water and Sewer
 
25.0%
Health Care
 
18.2%
Tax Obligation/Limited
 
16.2%
U.S. Guaranteed
 
15.8%
Utilities
 
8.4%
Transportation
 
6.7%
Other
 
9.7%
 
 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
1
Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 33.6%. When comparing this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.
 
Nuveen Investments
 
23

 
 

 

NPG
 
Shareholder Meeting Report
NZX
   
NKG
 
The annual meeting of shareholders was held in the offices of Nuveen Investments on December 16, 2011; at this meeting the shareholders were asked to vote on the election of Board Members, the elimination of Fundamental Investment Policies, the approval of new Fundamental Investment Policies, the approval of the issuance of additional common shares and the approval of an Agreement and Plan of Reorganization. The meeting was subsequently adjourned to January 31, 2012. The meeting was additionally adjourned to March 5, 2012. The meeting for NPG, NZX, NNC, NRB, NNO and NII was additionally adjourned to April 13, 2012. NPG, NZX, NNO and NII additionally adjourned to May 14, 2012. NPG was additionally adjourned to May 15, 2012.
 
     
NPG
   
NZX
   
NKG
 
   
Common and
       
Common and
       
Common and
       
     
Preferred
   
Preferred
   
Preferred
   
Preferred
   
Preferred
   
Preferred
 
     
shares voting
   
shares voting
   
shares voting
   
shares voting
   
shares voting
   
shares voting
 
     
together
   
together
   
together
   
together
   
together
   
together
 
     
as a class
   
as a class
   
as a class
   
as a class
   
as a class
   
as a class
 
To approve the Agreement and Plan of Reorganization.
                                     
For
   
3,514,377
   
1,418,116
   
1,853,926
   
737,568
   
   
1,639,530
 
Against
   
236,130
   
126,719
   
122,935
   
87,512
   
   
102,303
 
Abstain
   
57,717
   
14,466
   
102,654
   
29,700
   
   
43,400
 
Broker Non-Votes
   
805,275
   
309,964
   
405,472
   
129,719
   
   
362,754
 
Total
   
4,613,499
   
1,869,265
   
2,484,987
   
984,499
   
   
2,147,987
 
To approve the issuance of additional common shares.
                                     
For
   
   
   
   
   
3,918,546
   
 
Against
   
   
   
   
   
318,964
   
 
Abstain
   
   
   
   
   
137,244
   
 
     
   
   
   
   
945,510
   
 
Total
   
   
   
   
   
5,320,264
   
 
To approve the elimination of the fundamental policies relating to the Fund’s ability to make loans.
                                     
For
   
3,160,222
   
1,126,060
   
1,612,871
   
543,686
   
3,882,836
   
1,598,780
 
Against
   
255,523
   
129,519
   
134,118
   
85,712
   
340,310
   
106,053
 
Abstain
   
73,751
   
11,466
   
111,971
   
24,700
   
151,608
   
42,400
 
Broker Non-Votes
   
862,734
   
360,620
   
414,532
   
135,101
   
945,510
   
362,754
 
Total
   
4,352,230
   
1,627,665
   
2,273,492
   
789,199
   
5,320,264
   
2,109,987
 
To approve the new fundamental policy relating to the Fund’s ability to make loans.
                                     
For
   
3,159,489
   
1,123,060
   
1,609,601
   
546,686
   
3,876,116
   
1,595,180
 
Against
   
264,266
   
129,519
   
136,743
   
82,712
   
348,193
   
107,553
 
Abstain
   
65,741
   
14,466
   
112,616
   
24,700
   
150,445
   
44,500
 
Broker Non-Votes
   
862,734
   
360,620
   
414,532
   
135,101
   
945,510
   
362,754
 
Total
   
4,352,230
   
1,627,665
   
2,273,492
   
789,199
   
5,320,264
   
2,109,987
 
Approval of the Board Members was reached as follows:
                                     
John P. Amboian
                                     
For
   
4,144,628
   
   
2,112,355
   
   
4,979,938
   
 
Withhold
   
207,602
   
   
161,137
   
   
340,326
   
 
Total
   
4,352,230
   
   
2,273,492
   
   
5,320,264
   
 
William C. Hunter
                                     
For
   
   
1,529,270
   
   
723,095
   
   
2,003,632
 
Withhold
   
   
98,395
   
   
66,104
   
   
106,355
 
Total
   
   
1,627,665
   
   
789,199
   
   
2,109,987
 
David J. Kundert
                                     
For
   
4,144,628
   
   
2,112,355
   
   
4,977,338
   
 
Withhold
   
207,602
   
   
161,137
   
   
342,926
   
 
Total
   
4,352,230
   
   
2,273,492
   
   
5,320,264
   
 
William J. Schneider
                                     
For
   
   
1,529,270
   
   
723,095
   
   
2,001,132
 
Withhold
   
   
98,395
   
   
66,104
   
   
108,855
 
Total
   
   
1,627,665
   
   
789,199
   
   
2,109,987
 
Terence J. Toth
                                     
For
   
4,144,629
   
   
2,112,355
   
   
4,979,138
   
 
Withhold
   
207,601
   
   
161,137
   
   
341,126
   
 
Total
   
4,352,230
   
   
2,273,492
   
   
5,320,264
   
 
 
24
 
Nuveen Investments

 
 

 

NNC
 
NRB
 
NNO
 
 
     
NNC
   
NRB
   
NNO
 
   
Common and
       
Common and
       
Common and
       
     
Preferred
   
Preferred
   
Preferred
   
Preferred
   
Preferred
   
Preferred
 
     
shares voting
   
shares voting
   
shares voting
   
shares voting
   
shares voting
   
shares voting
 
     
together
   
together
   
together
   
together
   
together
   
together
 
     
as a class
   
as a class
   
as a class
   
as a class
   
as a class
   
as a class
 
To approve the Agreement and Plan of Reorganization.
                                     
For
   
6,342,662
   
2,502,566
   
2,214,091
   
846,964
   
3,761,433
   
1,528,669
 
Against
   
234,631
   
100,848
   
110,340
   
30,000
   
194,828
   
50,870
 
Abstain
   
261,810
   
128,000
   
50,590
   
3,700
   
153,000
   
52,000
 
Broker Non-Votes
   
1,208,580
   
369,420
   
451,447
   
145,700
   
905,496
   
338,879
 
Total
   
8,047,683
   
3,100,834
   
2,826,468
   
1,026,364
   
5,014,757
   
1,970,418
 
To approve the issuance of additional common shares.
                                     
For
   
5,806,052
   
   
   
   
   
 
Against
   
333,004
   
   
   
   
   
 
Abstain
   
184,258
   
   
   
   
   
 
     
1,377,057
   
   
   
   
   
 
Total
   
7,700,371
   
   
   
   
   
 
To approve the elimination of the fundamental policies relating to the Fund’s ability to make loans.
                                     
For
   
5,799,795
   
2,046,922
   
1,884,442
   
653,675
   
3,279,122
   
1,160,468
 
Against
   
334,690
   
139,548
   
135,911
   
35,000
   
246,122
   
54,970
 
Abstain
   
188,829
   
37,400
   
41,510
   
3,700
   
111,471
   
25,000
 
Broker Non-Votes
   
1,377,057
   
534,020
   
523,982
   
182,489
   
980,508
   
429,871
 
Total
   
7,700,371
   
2,757,890
   
2,585,845
   
874,864
   
4,617,223
   
1,670,309
 
To approve the new fundamental policy relating to the Fund’s ability to make loans.
                                     
For
   
5,774,338
   
2,033,422
   
1,882,008
   
653,675
   
3,287,176
   
1,170,468
 
Against
   
362,323
   
148,048
   
138,345
   
35,000
   
239,227
   
44,970
 
Abstain
   
186,653
   
42,400
   
41,510
   
3,700
   
110,312
   
25,000
 
Broker Non-Votes
   
1,377,057
   
534,020
   
523,982
   
182,489
   
980,508
   
429,871
 
Total
   
7,700,371
   
2,757,890
   
2,585,845
   
874,864
   
4,617,223
   
1,670,309
 
Approval of the Board Members was reached as follows:
                                     
John P. Amboian
                                     
For
   
7,422,670
   
   
2,493,227
   
   
4,449,881
   
 
Withhold
   
277,701
   
   
92,618
   
   
167,342
   
 
Total
   
7,700,371
   
   
2,585,845
   
   
4,617,223
   
 
William C. Hunter
                                     
For
   
   
2,673,342
   
   
844,664
   
   
1,642,707
 
Withhold
   
   
84,548
   
   
30,200
   
   
27,602
 
Total
   
   
2,757,890
   
   
874,864
   
   
1,670,309
 
David J. Kundert
                                     
For
   
7,455,126
   
   
2,493,227
   
   
4,462,110
   
 
Withhold
   
245,245
   
   
92,618
   
   
155,113
   
 
Total
   
7,700,371
   
   
2,585,845
   
   
4,617,223
   
 
William J. Schneider
                                     
For
   
   
2,673,342
   
   
844,664
   
   
1,642,707
 
Withhold
   
   
84,548
   
   
30,200
   
   
27,602
 
Total
   
   
2,757,890
   
   
874,864
   
   
1,670,309
 
Terence J. Toth
                                     
For
   
7,450,826
   
   
2,493,227
   
   
4,462,110
   
 
Withhold
   
249,545
   
   
92,618
   
   
155,113
   
 
Total
   
7,700,371
   
   
2,585,845
   
   
4,617,223
   
 
 
Nuveen Investments
 
25

 
 

 

   
Shareholder Meeting Report (continued)
NII
   
     
 
     
NII
 
   
Common and
       
     
Preferred
   
Preferred
 
     
shares voting
   
shares voting
 
     
together
   
together
 
     
as a class
   
as a class
 
To approve the Agreement and Plan of Reorganization.
             
For
   
3,832,343
   
1,441,463
 
Against
   
245,015
   
117,730
 
Abstain
   
116,198
   
21,200
 
Broker Non-Votes
   
690,962
   
184,024
 
Total
   
4,884,518
   
1,764,417
 
To approve the issuance of additional common shares.
             
For
   
   
 
Against
   
   
 
Abstain
   
   
 
     
   
 
Total
   
   
 
To approve the elimination of the fundamental policies relating to the Fund’s ability to make loans.
             
For
   
3,483,826
   
1,149,580
 
Against
   
266,230
   
100,224
 
Abstain
   
121,421
   
22,200
 
Broker Non-Votes
   
748,718
   
241,307
 
Total
   
4,620,195
   
1,513,311
 
To approve the new fundamental policy relating to the Fund’s ability to make loans.
             
For
   
3,461,581
   
1,148,080
 
Against
   
285,889
   
102,724
 
Abstain
   
124,007
   
21,200
 
Broker Non-Votes
   
748,718
   
241,307
 
Total
   
4,620,195
   
1,513,311
 
Approval of the Board Members was reached as follows:
             
John P. Amboian
             
For
   
4,285,783
   
 
Withhold
   
247,680
   
 
Total
   
4,533,463
   
 
William C. Hunter
             
For
   
   
1,354,155
 
Withhold
   
   
72,424
 
Total
   
   
1,426,579
 
David J. Kundert
             
For
   
4,302,344
   
 
Withhold
   
231,119
   
 
Total
   
4,533,463
   
 
William J. Schneider
             
For
   
   
1,354,155
 
Withhold
   
   
72,424
 
Total
   
   
1,426,579
 
Terence J. Toth
             
For
   
4,298,431
   
 
Withhold
   
235,032
   
 
Total
   
4,533,463
   
 
 
26
 
Nuveen Investments

 
 

 
 
Report of Independent
Registered Public Accounting Firm
 
The Board of Trustees and Shareholders
Nuveen Georgia Premium Income Municipal Fund
Nuveen Georgia Dividend Advantage Municipal Fund
Nuveen Georgia Dividend Advantage Municipal Fund 2
Nuveen North Carolina Premium Income Municipal Fund
Nuveen North Carolina Dividend Advantage Municipal Fund
Nuveen North Carolina Dividend Advantage Municipal Fund 2
Nuveen North Carolina Dividend Advantage Municipal Fund 3
 
We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Nuveen Georgia Premium Income Municipal Fund, Nuveen Georgia Dividend Advantage Municipal Fund, Nuveen Georgia Dividend Advantage Municipal Fund 2, Nuveen North Carolina Premium Income Municipal Fund, Nuveen North Carolina Dividend Advantage Municipal Fund, Nuveen North Carolina Dividend Advantage Municipal Fund 2, and Nuveen North Carolina Dividend Advantage Municipal Fund 3 (the “Funds”) as of May 31, 2012, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2012, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Nuveen Georgia Premium Income Municipal Fund, Nuveen Georgia Dividend Advantage Municipal Fund, Nuveen Georgia Dividend Advantage Municipal Fund 2, Nuveen North Carolina Premium Income Municipal Fund, Nuveen North Carolina Dividend Advantage Municipal Fund, Nuveen North Carolina Dividend Advantage Municipal Fund 2, and Nuveen North Carolina Dividend Advantage Municipal Fund 3 at May 31, 2012, and the results of their operations and their cash flows for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
 
 
Chicago, Illinois
July 26, 2012
 
Nuveen Investments
 
27
 
 
 

 
 
   
Nuveen Georgia Premium Income Municipal Fund
NPG
 
Portfolio of Investments
   
May 31, 2012
 
 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Consumer Staples – 4.8% (3.2% of Total Investments)
             
$
25,000
 
Puerto Rico, The Children’s Trust Fund, Tobacco Settlement Asset-Backed Bonds, Series 2005A, 0.000%, 5/15/50
5/15 at 11.19
 
BBB–
 
$
1,789,250
 
 
1,000
 
Puerto Rico, The Children’s Trust Fund, Tobacco Settlement Asset-Backed Refunding Bonds, Series 2002, 5.500%, 5/15/39
5/12 at 100.00
 
BBB+
   
997,180
 
 
26,000
 
Total Consumer Staples
         
2,786,430
 
     
Education and Civic Organizations – 19.6% (13.2% of Total Investments)
             
 
750
 
Athens Housing Authority, Georgia, Student Housing Lease Revenue Bonds, UGAREF East Campus Housing LLC Project, Series 2009, 5.250%, 6/15/35
6/19 at 100.00
 
Aa2
   
819,263
 
 
1,300
 
Atlanta Development Authority, Georgia, Educational Facilities Revenue Bonds, Science Park LLC Project, Series 2007, 5.000%, 7/01/39
7/17 at 100.00
 
Aa3
   
1,363,180
 
 
1,550
 
Bulloch County Development Authority, Georgia, Student Housing and Athletic Facility Lease Revenue Bonds, Georgia Southern University, Series 2004, 5.250%, 8/01/21 – SYNCORA GTY Insured
8/14 at 100.00
 
A1
   
1,631,871
 
 
700
 
Carrollton Payroll Development Authority, Georgia, Student Housing Revenue Bonds, University of West Georgia, Series 2004A, 5.000%, 9/01/21 – SYNCORA GTY Insured
9/14 at 100.00
 
A1
   
737,996
 
 
1,535
 
Fulton County Development Authority, Georgia, Revenue Bonds, Georgia Tech Molecular Science Building, Series 2004, 5.250%, 5/01/15 – NPFG Insured
5/14 at 100.00
 
Aa3
   
1,665,429
 
 
150
 
Georgia Higher Education Facilities Authority, Revenue Bonds, USG Real Estate Foundation I LLC Project, Series 2008, 6.000%, 6/15/28
6/18 at 100.00
 
A2
   
168,213
 
     
Private Colleges and Universities Authority, Georgia, Revenue Bonds, Emory University, Series 2009B, Trust 3404:
             
 
270
 
17.027%, 3/01/17 (IF)
No Opt. Call
 
AA+
   
407,646
 
 
430
 
17.055%, 3/01/17 (IF)
No Opt. Call
 
AA+
   
631,773
 
 
530
 
Private Colleges and Universities Authority, Georgia, Revenue Bonds, Mercer University Project, Refunding Series 2012C, 5.250%, 10/01/30
10/22 at 100.00
 
Baa2
   
575,304
 
 
1,180
 
Savannah Economic Development Authority, Georgia, Revenue Bonds, Armstrong Atlantic State University, Compass Point LLC Project, Series 2005, 5.000%, 7/01/25 – SYNCORA GTY Insured
7/15 at 100.00
 
A2
   
1,240,794
 
 
1,490
 
Savannah Economic Development Authority, Georgia, Revenue Bonds, Armstrong Center LLC, Series 2005A, 5.000%, 12/01/34 – SYNCORA GTY Insured
12/15 at 100.00
 
A3
   
1,559,777
 
 
500
 
Savannah Economic Development Authority, Georgia, Revenue Bonds, GTREP Project, Series 2002, 5.000%, 7/01/22 – NPFG Insured
7/12 at 100.00
 
Aa3
   
501,750
 
 
10,385
 
Total Education and Civic Organizations
         
11,302,996
 
     
Health Care – 14.8% (10.0% of Total Investments)
             
 
140
 
Baldwin County Hospital Authority, Georgia, Revenue Bonds, Oconee Regional Medical Center, Series 1998, 5.250%, 12/01/22
6/12 at 100.00
 
BB
   
128,127
 
 
750
 
Chatham County Hospital Authority, Georgia, Seven Mill Tax Pledge Refunding and Improvement Revenue Bonds, Memorial Health University Medical Center Inc., Series 2012A, 5.000%, 1/01/31
1/22 at 100.00
 
AA
   
847,095
 
     
Coffee County Hospital Authority, Georgia, Revenue Bonds, Coffee County Regional Medical Center, Series 2004:
             
 
100
 
5.000%, 12/01/19
12/14 at 100.00
 
BBB–
   
101,029
 
 
900
 
5.250%, 12/01/22
12/14 at 100.00
 
BBB–
   
910,071
 
 
185
 
5.000%, 12/01/26
12/14 at 100.00
 
BBB–
   
186,598
 
 
100
 
Coweta County Development Authority, Georgia, Revenue Bonds, Piedmont Healthcare, Inc. Project, Series 2010, 5.000%, 6/15/40
6/20 at 100.00
 
AA–
   
106,285
 
 
1,000
 
Franklin County Industrial Building Authority, Georgia, Revenue Bonds, Ty Cobb Regional Medical Center Project, Series 2010, 8.000%, 12/01/40
12/20 at 100.00
 
N/R
   
1,085,910
 
     
Gainesville and Hall County Hospital Authority, Georgia, Revenue Anticipation Certificates, Northeast Georgia Health Services Inc., Series 2010B:
             
 
300
 
5.125%, 2/15/40
2/20 at 100.00
 
AA–
   
319,410
 
 
1,700
 
5.250%, 2/15/45
2/41 at 100.00
 
AA–
   
1,833,178
 

28
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Health Care (continued)
             
$
900
 
Houston County Hospital Authority, Georgia, Revenue Bonds, Houston Healthcare Project, Series 2007, 5.250%, 10/01/35
10/17 at 100.00
 
A+
 
$
953,721
 
 
225
 
Macon-Bibb County Hospital Authority, Georgia, Revenue Anticipation Certificates, Medical Center of Central Georgia Inc., Series 2009, 5.000%, 8/01/35
8/19 at 100.00
 
AA
   
239,247
 
 
1,000
 
Savannah Hospital Authority, Georgia, Revenue Bonds, St. Joseph’s/Candler Health System, Series 2003, 5.250%, 7/01/23 – RAAI Insured
1/14 at 100.00
 
A3
   
1,015,120
 
 
800
 
Valdosta and Lowndes County Hospital Authority, Georgia, Revenue Certificates, South Georgia Medical Center, Series 2007, 5.000%, 10/01/33
10/17 at 100.00
 
A+
   
832,000
 
 
8,100
 
Total Health Care
         
8,557,791
 
     
Housing/Multifamily – 2.0% (1.3% of Total Investments)
             
 
100
 
Cobb County Development Authority, Georgia, Revenue Bonds, KSU University II Real Estate Foundation, LLC Project, Series 2011, 5.000%, 7/15/41 – AGM Insured
7/21 at 100.00
 
AA–
   
109,214
 
 
1,000
 
Cobb County Development Authority, Georgia, Student Housing Revenue Bonds, KSU Village II Real Estate Foundation LLC Project, Series 2007A, 5.250%, 7/15/38 – AMBAC Insured
7/17 at 100.00
 
Baa2
   
1,015,850
 
 
1,100
 
Total Housing/Multifamily
         
1,125,064
 
     
Housing/Single Family – 1.6% (1.0% of Total Investments)
             
 
900
 
Georgia Housing and Finance Authority, Single Family Mortgage Bonds, Series 2002B-2, 5.350%, 12/01/22 (Alternative Minimum Tax)
6/12 at 100.00
 
AAA
   
901,359
 
     
Industrials – 3.1% (2.1% of Total Investments)
             
 
1,000
 
Cartersville Development Authority, Georgia, Sewage and Solid Waste Disposal Facilities Refunding and Revenue Bonds, Anheuser Busch Project, Senior Lien Series 2007, 5.500%, 3/01/44 (Alternative Minimum Tax)
9/12 at 100.00
 
A
   
1,002,080
 
 
750
 
Fulton County Development Authority, Georgia, Local District Cooling Authority Revenue Bonds, Maxon Atlantic Station LLC, Series 2005A, 5.125%, 3/01/26 (Mandatory put 3/01/15) (Alternative Minimum Tax)
9/15 at 100.00
 
BBB
   
762,855
 
 
1,750
 
Total Industrials
         
1,764,935
 
     
Materials – 1.8% (1.2% of Total Investments)
             
 
1,000
 
Richmond County Development Authority, Georgia, Environmental Improvement Revenue Bonds, International Paper Company, Series 2001A, 6.250%, 2/01/25 (Alternative Minimum Tax)
8/12 at 100.50
 
BBB
   
1,008,380
 
     
Tax Obligation/General – 32.6% (22.0% of Total Investments)
             
 
540
 
Cherokee County Resource Recovery Development Authority, Georgia, Solid Waste Disposal  Revenue Bonds, Ball Ground Recycling LLC Project, Series 2007A, 5.000%, 7/01/37 – AMBAC Insured (Alternative Minimum Tax)
7/17 at 100.00
 
AA+
   
568,534
 
 
500
 
Clark County Hospital Authority, Georgia, Hospital Revenue Bonds, Athens Regional Medical Center, Series 2007, 5.000%, 1/01/27 – NPFG Insured
1/17 at 100.00
 
Aa1
   
537,740
 
 
2,215
 
Decatur, Georgia, General Obligation Bonds, Series 2007, 5.000%, 1/01/31 – AGM Insured
1/17 at 100.00
 
AA+
   
2,466,048
 
 
3,000
 
Floyd County Hospital Authority, Georgia, Revenue Anticipation Certificates, Floyd Medical Center Project, Series 2002, 5.200%, 7/01/32 – NPFG Insured
7/12 at 101.00
 
Aa2
   
3,033,960
 
 
1,090
 
Floyd County Hospital Authority, Georgia, Revenue Anticipation Certificates, Floyd Medical Center, Series 2003, 5.000%, 7/01/19 – NPFG Insured
7/13 at 101.00
 
Aa2
   
1,136,063
 
 
1,000
 
Georgia Environmental Loan Acquisition Corporation, Local Government Loan Securitization Bonds, Loan Pool Series 2011, 5.125%, 3/15/31
3/21 at 100.00
 
Aaa
   
1,146,890
 
 
905
 
Georgia Municipal Association Inc., Certificates of Participation, Riverdale Public Purpose Project, Series 2009, 5.375%, 5/01/32 – AGC Insured
5/19 at 100.00
 
AA–
   
1,004,604
 
 
1,000
 
Georgia State, General Obligation Bonds, Series 2005B, 5.000%, 7/01/15
No Opt. Call
 
AAA
   
1,139,000
 
 
100
 
Georgia State, General Obligation Bonds, Series 2007E, 5.000%, 8/01/24
8/17 at 100.00
 
AAA
   
116,783
 
 
210
 
Georgia State, General Obligation Bonds, Series 2009B, 5.000%, 1/01/26
1/19 at 100.00
 
AAA
   
251,469
 
 
1,800
 
Gwinnett County School District, Georgia, General Obligation Bonds, Series 2008, 5.000%, 2/01/36 (UB)
2/18 at 100.00
 
AAA
   
2,017,026
 

Nuveen Investments
 
29

 
 

 

   
Nuveen Georgia Premium Income Municipal Fund (continued)
NPG
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Tax Obligation/General (continued)
             
$
1,060
 
Henry County Hospital Authority, Georgia, Revenue Certificates, Henry Medical Center, Series 2004, 5.000%, 7/01/20 – NPFG Insured
7/14 at 101.00
 
Aa1
 
$
1,128,434
 
 
1,750
 
Paulding County School District, Georgia, General Obligation Bonds, Series 2007, 5.000%, 2/01/33
2/17 at 100.00
 
AA+
   
1,941,188
 
 
250
 
Valdosta and Lowndes County Hospital Authority, Georgia, Revenue Certificates, South Georgia Medical Center Project, Series 2011B, 5.000%, 10/01/41
10/21 at 100.00
 
Aa2
   
273,068
 
 
500
 
Wayne County Hospital Authority, Georgia, Hospital Revenue Bonds, Series 2006, 5.000%, 3/01/23 – SYNCORA GTY Insured
3/16 at 100.00
 
N/R
   
506,900
 
 
1,340
 
Winder-Barrow Industrial Building Authority, Georgia, Revenue Bonds, City of Winder Project, Refunding Series 2012, 5.000%, 12/01/29 – AGM Insured
12/21 at 100.00
 
Aa3
   
1,552,310
 
 
17,260
 
Total Tax Obligation/General
         
18,820,017
 
     
Tax Obligation/Limited – 21.3% (14.4% of Total Investments)
             
     
Atlanta, Georgia, Tax Allocation Bonds Atlanta Station Project, Series 2007:
             
 
70
 
5.250%, 12/01/19 – AGC Insured
12/17 at 100.00
 
AA–
   
78,621
 
 
420
 
5.000%, 12/01/23 – AGC Insured
12/17 at 100.00
 
AA–
   
451,924
 
 
580
 
Atlanta, Georgia, Tax Allocation Bonds, Eastside Project, Series 2005A, 5.625%, 1/01/16 (Alternative Minimum Tax)
7/15 at 100.00
 
A–
   
633,453
 
     
Atlanta, Georgia, Tax Allocation Bonds, Eastside Project, Series 2005B:
             
 
50
 
5.400%, 1/01/20
7/15 at 100.00
 
A–
   
53,791
 
 
150
 
5.600%, 1/01/30
7/15 at 100.00
 
A–
   
159,555
 
 
150
 
Atlanta, Georgia, Tax Allocation Bonds, Princeton Lakes Project, Series 2006, 5.500%, 1/01/31
1/16 at 100.00
 
BBB–
   
151,545
 
 
2,000
 
Cobb-Marietta Coliseum and Exhibit Hall Authority, Cobb County, Georgia, Revenue Bonds, Performing Arts Center, Series 2004, 5.000%, 1/01/22
1/14 at 100.00
 
AAA
   
2,133,680
 
 
125
 
Cobb-Marietta Coliseum and Exhibit Hall Authority, Georgia, Revenue Bonds, Refunding Series 2005, 5.500%, 10/01/26 – NPFG Insured
No Opt. Call
 
A+
   
160,389
 
 
3,890
 
Cobb-Marietta Coliseum and Exhibit Hall Authority, Georgia, Revenue Refunding Bonds, Series 1993, 5.625%, 10/01/26 – NPFG Insured
10/19 at 100.00
 
BBB
   
4,505,437
 
 
135
 
Government of Guam, Business Privilege Tax Bonds, Series 2011A, 5.125%, 1/01/42
1/22 at 100.00
 
A
   
146,483
 
 
2,600
 
Macon-Bibb County Urban Development Authority, Georgia, Revenue Refunding Bonds, Public Facilities Projects, Series 2002A, 5.375%, 8/01/17
8/12 at 101.00
 
AA
   
2,647,034
 
 
1,000
 
Metropolitan Atlanta Rapid Transit Authority, Georgia, Sales Tax Revenue Refunding Bonds, Series 1992P, 6.250%, 7/01/20 – AMBAC Insured
No Opt. Call
 
Aa2
   
1,186,630
 
 
11,170
 
Total Tax Obligation/Limited
         
12,308,542
 
     
Transportation – 6.4% (4.3% of Total Investments)
             
 
2,290
 
Atlanta, Georgia, Airport General Revenue Bonds, Series 2004G, 5.000%, 1/01/26 – AGM Insured
1/15 at 100.00
 
AA–
   
2,463,582
 
 
1,160
 
Atlanta, Georgia, Airport General Revenue Bonds, Series 2012C, 5.000%, 1/01/42 (Alternative Minimum Tax)
1/22 at 100.00
 
A+
   
1,242,488
 
 
3,450
 
Total Transportation
         
3,706,070
 
     
U.S. Guaranteed – 7.6% (5.1% of Total Investments) (4)
             
 
1,000
 
Athens-Clarke County Unified Government Development Authority, Georgia, Educational Facilities
12/12 at 100.00
 
N/R (4)
   
1,023,920
 
     
Revenue Bonds, UGAREF CCRC Building LLC Project, Series 2002, 5.000%, 12/15/16 (Pre-refunded 12/15/12) – AMBAC Insured
             
 
735
 
Coweta County Development Authority, Georgia, Revenue Bonds, Newnan Water and Sewer, and Light Commission Project, Series 2002, 5.250%, 1/01/18 (Pre-refunded 1/01/13) – FGIC Insured
1/13 at 100.00
 
N/R (4)
   
756,690
 
 
1,950
 
Fulton County, Georgia, Water and Sewerage Revenue Bonds, Series 2004, 5.000%, 1/01/22 (Pre-refunded 1/01/14) – FGIC Insured
1/14 at 100.00
 
AA– (4)
   
2,094,495
 
 
25
 
Georgia Municipal Electric Authority, Senior Lien General Power Revenue Bonds, Series 1993Z, 5.500%, 1/01/20 (Pre-refunded 1/01/17) – FGIC Insured
1/17 at 100.00
 
A+ (4)
   
28,075
 
 
500
 
Georgia, General Obligation Bonds, Series 2002D, 5.000%, 8/01/16 (Pre-refunded 8/01/12)
8/12 at 100.00
 
Aaa
   
504,025
 
 
4,210
 
Total U.S. Guaranteed
         
4,407,205
 

30
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Utilities – 12.7% (8.6% of Total Investments)
             
$
1,000
 
Georgia Municipal Electric Authority, General Power Revenue Bonds, Project 1, Series 2007A, 5.000%, 1/01/25 – NPFG Insured
1/17 at 100.00
 
A+
 
$
1,088,820
 
 
975
 
Georgia Municipal Electric Authority, Senior Lien General Power Revenue Bonds, Series 1993Z, 5.500%, 1/01/20 – FGIC Insured
No Opt. Call
 
A+
   
1,078,282
 
     
Main Street Natural Gas Inc., Georgia, Gas Project Revenue Bonds, Series 2006B:
             
 
250
 
5.000%, 3/15/20
No Opt. Call
 
A
   
266,175
 
 
500
 
5.000%, 3/15/21
No Opt. Call
 
A
   
535,740
 
 
750
 
5.000%, 3/15/22
No Opt. Call
 
A
   
802,733
 
 
250
 
Main Street Natural Gas Inc., Georgia, Gas Project Revenue Bonds, Series 2007A, 5.000%, 3/15/18
No Opt. Call
 
Aa3
   
284,515
 
 
1,000
 
Municipal Electric Authority of Georgia, Combustion Turbine Revenue Bonds, Series 2003A, 5.000%, 11/01/20 – NPFG Insured
11/13 at 100.00
 
A1
   
1,050,570
 
 
1,000
 
Municipal Electric Authority of Georgia, Project One Subordinated Lien Revenue Bonds, Series 2003A, 5.000%, 1/01/22 – NPFG Insured
1/13 at 100.00
 
A+
   
1,021,920
 
 
1,200
 
Virgin Islands Water and Power Authority, Electric System Revenue Bonds, Series 2007B, 5.000%, 7/01/31
7/17 at 100.00
 
Baa3
   
1,213,140
 
 
6,925
 
Total Utilities
         
7,341,895
 
     
Water and Sewer – 20.3% (13.6% of Total Investments)
             
 
190
 
Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 1999A, 5.000%, 11/01/38 – FGIC Insured
11/12 at 100.00
 
A1
   
190,276
 
 
1,225
 
Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 2004, 5.000%, 11/01/24 – AGM Insured
11/14 at 100.00
 
AA–
   
1,304,588
 
 
2,490
 
Cherokee County Water and Sewerage Authority, Georgia, Revenue Bonds, Series 2001, 5.000%, 8/01/35 – AGM Insured
8/18 at 100.00
 
AA
   
2,726,525
 
 
335
 
Coweta County Water and Sewer Authority, Georgia, Revenue Bonds, Series 2001, 5.250%, 6/01/26 – AMBAC Insured
6/13 at 100.00
 
Aa2
   
339,579
 
     
Coweta County Water and Sewer Authority, Georgia, Revenue Bonds, Series 2007:
             
 
500
 
5.000%, 6/01/32
6/18 at 100.00
 
Aa2
   
547,495
 
 
150
 
5.000%, 6/01/37
6/18 at 100.00
 
Aa2
   
162,209
 
 
500
 
DeKalb County, Georgia, Water and Sewerage Revenue Bonds, Refunding Series 2006B, 5.250%, 10/01/32 – AGM Insured
10/26 at 100.00
 
Aa2
   
607,095
 
 
100
 
DeKalb County, Georgia, Water and Sewerage Revenue Bonds, Second Resolution Series 2011A, 5.250%, 10/01/41
10/21 at 100.00
 
Aa3
   
112,681
 
 
890
 
Douglasville-Douglas County Water and Sewer Authority, Georgia, Water and Sewer Revenue Bonds, Series 2007, 5.000%, 6/01/37 – NPFG Insured
6/17 at 100.00
 
Aa2
   
987,428
 
 
750
 
Forsyth County Water and Sewerage Authority, Georgia, Revenue Bonds, Series 2007, 5.000%, 4/01/37 – AGM Insured
4/17 at 100.00
 
Aaa
   
831,705
 
 
500
 
Georgia Environmental Loan Acquisition Corporation, Local Government Loan Securitization Bonds, Cobb County-Marietta Water Authority Loans, Series 2011, 5.250%, 2/15/36
2/21 at 100.00
 
Aaa
   
567,354
 

Nuveen Investments
 
31

 
 

 

 
 
Nuveen Georgia Premium Income Municipal Fund (continued)
NPG
 
Portfolio of Investments
    May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Water and Sewer (continued)
             
$
1,000
 
Midgeville, Georgia, Water and Sewerage Revenue Refunding Bonds, Series 1996, 6.000%, 12/01/21 – AGM Insured
No Opt. Call
 
AA–
 
$
1,227,259
 
 
1,000
 
Unified Government of Athens-Clarke County, Georgia, Water and Sewerage Revenue Bonds, Series 2008, 5.500%, 1/01/38
1/19 at 100.00
 
AA+
   
1,129,509
 
 
890
 
Walton County Water and Sewerage Authority, Georgia, Revenue Bonds, The Oconee-Hard Creek Reservoir Project, Series 2008, 5.000%, 2/01/38 – AGM Insured
2/18 at 100.00
 
Aa2
   
951,667
 
 
10,520
 
Total Water and Sewer
         
11,685,370
 
$
102,770
 
Total Investments (cost $79,464,477) – 148.6%
         
85,716,054
 
     
Floating Rate Obligations – (2.1)%
         
(1,190,000
     
MuniFund Term Preferred Shares, at Liquidation Value – (49.1)% (5)
         
(28,340,000
     
Other Assets Less Liabilities – 2.6%
         
1,506,465
 
     
Net Assets Applicable to Common Shares – 100%
       
$
57,692,519
 

(1)
 
All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)
 
Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to peri- odic principal paydowns.
(3)
 
Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.
(4)
 
Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities.
(5)
 
MuniFund Term Preferred Shares, at Liquidation Value as a percentage of Total Investments is 33.1%.
N/R
 
Not rated.
(IF)
 
Inverse floating rate investment.
(UB)
 
Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies, Inverse Floating Rate Securities for more information.
 
See accompanying notes to financial statements.

32
 
Nuveen Investments

 
 

 

   
Nuveen Georgia Dividend Advantage Municipal Fund
NZX
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Consumer Staples – 3.5% (2.4% of Total Investments)
             
$
15,000
 
Puerto Rico, The Children’s Trust Fund, Tobacco Settlement Asset-Backed Bonds, Series 2005A, 0.000%, 5/15/50
5/15 at 11.19
 
BBB–
 
$
1,073,550
 
     
Education and Civic Organizations – 13.4% (9.4% of Total Investments)
             
 
500
 
Athens Housing Authority, Georgia, Student Housing Lease Revenue Bonds, UGAREF East Campus Housing LLC Project, Series 2009, 5.250%, 6/15/35
6/19 at 100.00
 
Aa2
   
546,175
 
 
1,200
 
Atlanta Development Authority, Georgia, Educational Facilities Revenue Bonds, Science Park LLC Project, Series 2007, 5.000%, 7/01/39
7/17 at 100.00
 
Aa3
   
1,258,320
 
 
625
 
Fulton County Development Authority Georgia Tech Foundation, 5.000%, 11/01/31
5/22 at 100.00
 
AA+
   
731,225
 
     
Private Colleges and Universities Authority, Georgia, Revenue Bonds, Emory University, Series 2009B, Trust 3404:
             
 
145
 
17.027%, 3/01/17 (IF)
No Opt. Call
 
AA+
   
218,921
 
 
230
 
17.055%, 3/01/17 (IF)
No Opt. Call
 
AA+
   
337,925
 
 
265
 
Private Colleges and Universities Authority, Georgia, Revenue Bonds, Mercer University Project, Refunding Series 2012C, 5.250%, 10/01/30
10/22 at 100.00
 
Baa2
   
287,652
 
 
750
 
Savannah Economic Development Authority, Georgia, Revenue Bonds, GTREP Project, Series 2002, 5.000%, 7/01/19 – NPFG Insured
7/12 at 100.00
 
Aa3
   
752,723
 
 
3,715
 
Total Education and Civic Organizations
         
4,132,941
 
     
Health Care – 16.1% (11.3% of Total Investments)
             
 
195
 
Baldwin County Hospital Authority, Georgia, Revenue Bonds, Oconee Regional Medical Center, Series 1998, 5.375%, 12/01/28
12/12 at 100.00
 
BB
   
169,436
 
 
500
 
Chatham County Hospital Authority, Georgia, Seven Mill Tax Pledge Refunding and Improvement Revenue Bonds, Memorial Health University Medical Center Inc., Series 2012A, 5.000%, 1/01/31
1/22 at 100.00
 
AA
   
564,730
 
     
Coffee County Hospital Authority, Georgia, Revenue Bonds, Coffee County Regional Medical Center, Series 2004:
             
 
500
 
5.250%, 12/01/22
12/14 at 100.00
 
BBB–
   
505,595
 
 
45
 
5.000%, 12/01/26
12/14 at 100.00
 
BBB–
   
45,389
 
 
115
 
Coweta County Development Authority, Georgia, Revenue Bonds, Piedmont Healthcare, Inc. Project, Series 2010, 5.000%, 6/15/40
6/20 at 100.00
 
AA–
   
122,228
 
 
500
 
Franklin County Industrial Building Authority, Georgia, Revenue Bonds, Ty Cobb Regional Medical Center Project, Series 2010, 8.000%, 12/01/40
12/20 at 100.00
 
N/R
   
542,955
 
 
600
 
Gainesville and Hall County Hospital Authority, Georgia, Revenue Anticipation Certificates, Northeast Georgia Health Services Inc., Series 2010B, 5.250%, 2/15/45
2/41 at 100.00
 
AA–
   
647,004
 
 
500
 
Houston County Hospital Authority, Georgia, Revenue Bonds, Houston Healthcare Project, Series 2007, 5.250%, 10/01/35
10/17 at 100.00
 
A+
   
529,845
 
     
Macon-Bibb County Hospital Authority, Georgia, Revenue Anticipation Certificates, Medical Center of Central Georgia Inc., Series 2009:
             
 
200
 
5.000%, 8/01/32
8/19 at 100.00
 
AA
   
215,508
 
 
300
 
5.000%, 8/01/35
8/19 at 100.00
 
AA
   
318,996
 
 
500
 
Savannah Hospital Authority, Georgia, Revenue Bonds, St. Joseph’s/Candler Health System, Series 2003, 5.250%, 7/01/23 – RAAI Insured
1/14 at 100.00
 
A3
   
507,560
 
 
750
 
Valdosta and Lowndes County Hospital Authority, Georgia, Revenue Certificates, South Georgia Medical Center, Series 2007, 5.000%, 10/01/33
10/17 at 100.00
 
A+
   
780,000
 
 
4,705
 
Total Health Care
         
4,949,246
 
     
Housing/Multifamily – 2.9% (2.1% of Total Investments)
             
 
500
 
Cobb County Development Authority, Georgia, Revenue Bonds, KSU University II Real Estate Foundation, LLC Project, Series 2011, 5.000%, 7/15/41 – AGM Insured
7/21 at 100.00
 
AA–
   
546,070
 
 
350
 
Cobb County Development Authority, Georgia, Student Housing Revenue Bonds, KSU Village II Real Estate Foundation LLC Project, Series 2007A, 5.250%, 7/15/38 – AMBAC Insured
7/17 at 100.00
 
Baa2
   
355,548
 
 
850
 
Total Housing/Multifamily
         
901,618
 

Nuveen Investments
 
33

 
 

 

   
Nuveen Georgia Dividend Advantage Municipal Fund (continued)
NZX
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Housing/Single Family – 5.4% (3.8% of Total Investments)
             
$
650
 
Georgia Housing and Finance Authority, Single Family Mortgage Bonds, Series 2002B-2, 5.350%, 12/01/22 (Alternative Minimum Tax)
6/12 at 100.00
 
AAA
 
$
650,982
 
 
1,000
 
Georgia Housing and Finance Authority, Single Family Mortgage Bonds, Series 2006C-2, 4.500%, 12/01/27 (Alternative Minimum Tax)
12/15 at 100.00
 
AAA
   
1,022,900
 
 
1,650
 
Total Housing/Single Family
         
1,673,882
 
     
Industrials – 1.7% (1.2% of Total Investments)
             
 
500
 
Fulton County Development Authority, Georgia, Local District Cooling Authority Revenue Bonds, Maxon Atlantic Station LLC, Series 2005A, 5.125%, 3/01/26 (Mandatory put 3/01/15) (Alternative Minimum Tax)
9/15 at 100.00
 
BBB
   
508,570
 
     
Materials – 2.1% (1.4% of Total Investments)
             
 
20
 
Richmond County Development Authority, Georgia, Environmental Improvement Revenue Bonds, International Paper Company, Series 2003A, 5.750%, 11/01/27 (Alternative Minimum Tax)
11/13 at 100.00
 
BBB
   
21,008
 
 
600
 
Richmond County Development Authority, Georgia, Environmental Improvement Revenue Refunding Bonds, International Paper Company, Series 2002A, 6.000%, 2/01/25 (Alternative Minimum Tax)
2/13 at 100.00
 
BBB
   
607,902
 
 
620
 
Total Materials
         
628,910
 
     
Tax Obligation/General – 31.9% (22.4% of Total Investments)
             
 
360
 
Cherokee County Resource Recovery Development Authority, Georgia, Solid Waste Disposal
7/17 at 100.00
 
AA+
   
379,022
 
     
Revenue Bonds, Ball Ground Recycling LLC Project, Series 2007A, 5.000%, 7/01/37 – AMBAC Insured (Alternative Minimum Tax)
             
 
500
 
Clarke County Hospital Authority, Georgia, Hospital Revenue Bonds, Athens Regional Medical Center, Series 2007, 5.000%, 1/01/27 – NPFG Insured
1/17 at 100.00
 
Aa1
   
537,740
 
 
600
 
Clarke County Hospital Authority, Georgia, Hospital Revenue Certificates, Athens Regional Medical Center, Series 2012, 5.000%, 1/01/32
1/22 at 100.00
 
Aa1
   
674,544
 
 
200
 
Decatur, Georgia, General Obligation Bonds, Series 2007, 5.000%, 1/01/31 – AGM Insured
1/17 at 100.00
 
AA+
   
222,668
 
 
2,000
 
Georgia Environmental Loan Acquisition Corporation, Local Government Loan Securitization Bonds, Loan Pool Series 2011, 5.125%, 3/15/31
3/21 at 100.00
 
Aaa
   
2,293,780
 
 
250
 
Georgia Municipal Association Inc., Certificates of Participation, Riverdale Public Purpose Project, Series 2009, 5.500%, 5/01/38 – AGC Insured
5/19 at 100.00
 
AA–
   
273,958
 
 
500
 
Georgia State, General Obligation Bonds, Series 2005B, 5.000%, 7/01/15
No Opt. Call
 
AAA
   
569,500
 
 
700
 
Georgia State, General Obligation Bonds, Series 2007E, 5.000%, 8/01/24
8/17 at 100.00
 
AAA
   
817,481
 
 
100
 
Georgia State, General Obligation Bonds, Series 2009B, 5.000%, 1/01/26
1/19 at 100.00
 
AAA
   
119,747
 
 
1,000
 
Gwinnett County School District, Georgia, General Obligation Bonds, Series 2008, 5.000%, 2/01/36 (UB)
2/18 at 100.00
 
AAA
   
1,120,570
 
 
500
 
Henry County Hospital Authority, Georgia, Revenue Certificates, Henry Medical Center, Series 2004, 5.000%, 7/01/20 – NPFG Insured
7/14 at 101.00
 
Aa1
   
532,280
 
 
150
 
La Grange-Troup County Hospital Authority, Georgia, Revenue Anticipation Certificates, Series 2008A, 5.500%, 7/01/38
7/18 at 100.00
 
Aa2
   
163,262
 
 
250
 
Paulding County School District, Georgia, General Obligation Bonds, Series 2007, 5.000%, 2/01/33
2/17 at 100.00
 
AA+
   
277,313
 
 
1,000
 
Valdosta and Lowndes County Hospital Authority, Georgia, Revenue Certificates, South Georgia Medical Center Project, Series 2011B, 5.000%, 10/01/41
10/21 at 100.00
 
Aa2
   
1,092,270
 
 
660
 
Winder-Barrow Industrial Building Authority, Georgia, Revenue Bonds, City of Winder Project, Refunding Series 2012, 5.000%, 12/01/29 – AGM Insured
12/21 at 100.00
 
Aa3
   
764,570
 
 
8,770
 
Total Tax Obligation/General
         
9,838,705
 

34
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Tax Obligation/Limited – 12.9% (9.1% of Total Investments)
             
$
40
 
Atlanta, Georgia, Tax Allocation Bonds Atlanta Station Project, Series 2007, 5.000%, 12/01/23 – AGC Insured
12/17 at 100.00
 
AA–
 
$
43,040
 
 
500
 
Atlanta, Georgia, Tax Allocation Bonds, Beltline Project Series 2008B. Remarketed, 7.375%, 1/01/31
1/19 at 100.00
 
N/R
   
552,615
 
 
100
 
Atlanta, Georgia, Tax Allocation Bonds, Eastside Project, Series 2005A, 5.625%, 1/01/16 (Alternative Minimum Tax)
7/15 at 100.00
 
A–
   
109,216
 
     
Atlanta, Georgia, Tax Allocation Bonds, Eastside Project, Series 2005B:
             
 
330
 
5.400%, 1/01/20
7/15 at 100.00
 
A–
   
355,017
 
 
75
 
5.600%, 1/01/30
7/15 at 100.00
 
A–
   
79,778
 
 
750
 
Atlanta, Georgia, Tax Allocation Bonds, Princeton Lakes Project, Series 2006, 5.500%, 1/01/31
1/16 at 100.00
 
BBB–
   
757,725
 
     
Cobb-Marietta Coliseum and Exhibit Hall Authority, Georgia, Revenue Refunding Bonds, Series 1993:
             
 
250
 
5.500%, 10/01/18 – NPFG Insured
No Opt. Call
 
BBB
   
272,740
 
 
100
 
5.625%, 10/01/26 – NPFG Insured
10/19 at 100.00
 
BBB
   
115,821
 
 
135
 
Government of Guam, Business Privilege Tax Bonds, Series 2011A, 5.125%, 1/01/42
1/22 at 100.00
 
A
   
146,483
 
 
1,525
 
Macon-Bibb County Urban Development Authority, Georgia, Revenue Refunding Bonds, Public Facilities Projects, Series 2002A, 5.000%, 8/01/14
8/12 at 101.00
 
AA
   
1,552,176
 
 
3,805
 
Total Tax Obligation/Limited
         
3,984,611
 
     
Transportation – 8.7% (6.1% of Total Investments)
             
 
515
 
Atlanta, Georgia, Airport General Revenue Bonds, Series 2012C, 5.000%, 1/01/42 (Alternative Minimum Tax)
1/22 at 100.00
 
A+
   
551,622
 
 
1,000
 
Atlanta, Georgia, Airport General Revenue Refunding Bonds, Series 2011B, 5.000%, 1/01/30
1/21 at 100.00
 
A+
   
1,078,420
 
 
1,000
 
Atlanta, Georgia, Airport Passenger Facilities Charge Revenue Bonds, Refunding Series 2004C, 5.000%, 1/01/33 – AGM Insured
7/14 at 100.00
 
AA–
   
1,060,370
 
 
2,515
 
Total Transportation
         
2,690,412
 
     
U.S. Guaranteed – 16.8% (11.8% of Total Investments) (4)
             
 
1,000
 
Athens Housing Authority, Georgia, Student Housing Lease Revenue Bonds, UGAREF East Campus Housing LLC Project, Series 2002, 5.250%, 12/01/21 (Pre-refunded 12/01/12) – AMBAC Insured
12/12 at 100.00
 
Aa2 (4)
   
1,024,870
 
 
1,500
 
Coweta County Development Authority, Georgia, Revenue Bonds, Newnan Water and Sewer, and Light Commission Project, Series 2002, 5.250%, 1/01/18 (Pre-refunded 1/01/13) – FGIC Insured
1/13 at 100.00
 
N/R (4)
   
1,544,265
 
 
500
 
Fulton County, Georgia, Water and Sewerage Revenue Bonds, Series 2004, 5.000%, 1/01/22 (Pre-refunded 1/01/14) – FGIC Insured
1/14 at 100.00
 
AA– (4)
   
537,050
 
 
2,000
 
Valdosta and Lowndes County Hospital Authority, Georgia, Revenue Certificates, South Georgia Medical Center, Series 2002, 5.250%, 10/01/27 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 101.00
 
A+ (4)
   
2,051,940
 
 
5,000
 
Total U.S. Guaranteed
         
5,158,125
 
     
Utilities – 7.5% (5.3% of Total Investments)
             
 
200
 
Burke County Development Authority, Georgia, Pollution Control Revenue Bonds, Ogelthrope Power Company – Vogtle Plant, Series 2008, 0.900%, 1/01/39 (Mandatory put 3/01/13)
No Opt. Call
 
A
   
199,970
 
     
Main Street Natural Gas Inc., Georgia, Gas Project Revenue Bonds, Series 2006B:
             
 
500
 
5.000%, 3/15/20
No Opt. Call
 
A
   
532,350
 
 
300
 
5.000%, 3/15/21
No Opt. Call
 
A
   
321,444
 
 
250
 
5.000%, 3/15/22
No Opt. Call
 
A
   
267,578
 
 
400
 
Main Street Natural Gas Inc., Georgia, Gas Project Revenue Bonds, Series 2007A, 5.000%, 3/15/18
No Opt. Call
 
Aa3
   
455,224
 
 
500
 
Municipal Electric Authority of Georgia, Combustion Turbine Revenue Bonds, Series 2003A, 5.250%, 11/01/15 – NPFG Insured
11/13 at 100.00
 
A1
   
530,020
 
 
2,150
 
Total Utilities
         
2,306,586
 

Nuveen Investments
 
35

 
 

 

   
Nuveen Georgia Dividend Advantage Municipal Fund (continued)
NZX
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Water and Sewer – 19.5% (13.7% of Total Investments)
             
$
1,200
 
Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 2004, 5.000%, 11/01/24 – AGM Insured
11/14 at 100.00
 
AA–
 
$
1,277,964
 
 
625
 
Cherokee County Water and Sewerage Authority, Georgia, Revenue Bonds, Series 2001, 5.000%, 8/01/35 – AGM Insured
8/18 at 100.00
 
AA
   
684,369
 
 
350
 
Coweta County Water and Sewer Authority, Georgia, Revenue Bonds, Series 2007, 5.000%, 6/01/37
6/18 at 100.00
 
Aa2
   
378,487
 
 
250
 
DeKalb County, Georgia, Water and Sewerage Revenue Bonds, Refunding Series 2006B, 5.250%, 10/01/32 – AGM Insured
10/26 at 100.00
 
Aa2
   
303,547
 
 
1,000
 
DeKalb County, Georgia, Water and Sewerage Revenue Bonds, Second Resolution Series 2011A, 5.250%, 10/01/41
10/21 at 100.00
 
Aa3
   
1,126,809
 
 
890
 
Douglasville-Douglas County Water and Sewer Authority, Georgia, Water and Sewer Revenue Bonds, Series 2007, 5.000%, 6/01/37 – NPFG Insured
6/17 at 100.00
 
Aa2
   
987,427
 
 
375
 
Forsyth County Water and Sewerage Authority, Georgia, Revenue Bonds, Series 2007, 5.000%, 4/01/37 – AGM Insured
4/17 at 100.00
 
Aaa
   
415,852
 
 
385
 
Fulton County, Georgia, Water and Sewerage Revenue Bonds, Series 2004, 5.000%, 1/01/35 – FGIC Insured
1/14 at 100.00
 
AA–
   
403,614
 
 
400
 
Walton County Water and Sewerage Authority, Georgia, Revenue Bonds, The Oconee-Hard Creek Reservoir Project, Series 2008, 5.000%, 2/01/38 – AGM Insured
2/18 at 100.00
 
Aa2
   
427,715
 
 
5,475
 
Total Water and Sewer
         
6,005,784
 
$
54,755
 
Total Investments (cost $40,757,936) – 142.4%
         
43,852,940
 
     
Floating Rate Obligations – (2.1)%
         
(660,000
     
MuniFund Term Preferred Shares, at Liquidation Value – (46.6)% (5)
         
(14,340,000
     
Other Assets Less Liabilities – 6.3%
         
1,950,897
 
     
Net Assets Applicable to Common Shares – 100%
       
$
30,803,837
 
 
(1)
 
All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)
 
Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to periodic principal paydowns.
(3)
 
Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.
(4)
 
Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities.
 (5)   MuniFund Term Preferred Shares, at Liquidation Value as a percentage of Total Investments is 32.7%.
N/R
 
Not rated.
(IF)
 
Inverse floating rate investment.
(UB)
 
Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies, Inverse Floating Rate Securities for more information.
 
See accompanying notes to financial statements.

36
 
Nuveen Investments

 
 

 

   
Nuveen Georgia Dividend Advantage Municipal Fund 2
NKG
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Consumer Staples – 3.5% (2.4% of Total Investments)
             
$
5,000
 
Puerto Rico, The Children’s Trust Fund, Tobacco Settlement Asset-Backed Bonds, Series 2005A, 0.000%, 5/15/50
5/15 at 11.19
 
BBB–
 
$
357,850
 
 
2,000
 
Puerto Rico, The Children’s Trust Fund, Tobacco Settlement Asset-Backed Refunding Bonds, Series 2002, 5.500%, 5/15/39
11/12 at 100.00
 
BBB+
   
1,994,360
 
 
7,000
 
Total Consumer Staples
         
2,352,210
 
     
Education and Civic Organizations – 12.1% (8.2% of Total Investments)
             
 
500
 
Athens Housing Authority, Georgia, Student Housing Lease Revenue Bonds, UGAREF East Campus Housing LLC Project, Series 2009, 5.250%, 6/15/35
6/19 at 100.00
 
Aa2
   
546,175
 
 
2,500
 
Atlanta Development Authority, Georgia, Educational Facilities Revenue Bonds, Science Park LLC Project, Series 2007, 5.000%, 7/01/39
7/17 at 100.00
 
Aa3
   
2,621,500
 
 
2,000
 
Fulton County Development Authority, Georgia, Revenue Bonds, Georgia Tech – Klaus Parking and Family Housing, Series 2003, 5.000%, 11/01/23 – NPFG Insured
11/13 at 100.00
 
Aa3
   
2,104,040
 
 
1,050
 
Fulton County Development Authority, Georgia, Revenue Bonds, TUFF Morehouse Project, Series 2002A, 5.000%, 2/01/34 – AMBAC Insured
8/12 at 100.00
 
A2
   
1,051,061
 
     
Private Colleges and Universities Authority, Georgia, Revenue Bonds, Emory University, Series 2009B, Trust 3404:
             
 
315
 
17.027%, 3/01/17 (IF)
No Opt. Call
 
AA+
   
475,587
 
 
490
 
17.055%, 3/01/17 (IF)
No Opt. Call
 
AA+
   
719,928
 
 
530
 
Private Colleges and Universities Authority, Georgia, Revenue Bonds, Mercer University Project, Refunding Series 2012C, 5.250%, 10/01/30
10/22 at 100.00
 
Baa2
   
575,304
 
 
7,385
 
Total Education and Civic Organizations
         
8,093,595
 
     
Health Care – 17.1% (11.6% of Total Investments)
             
     
Baldwin County Hospital Authority, Georgia, Revenue Bonds, Oconee Regional Medical Center, Series 1998:
             
 
65
 
5.250%, 12/01/22
6/12 at 100.00
 
BB
   
59,487
 
 
550
 
5.375%, 12/01/28
12/12 at 100.00
 
BB
   
477,895
 
 
750
 
Chatham County Hospital Authority, Georgia, Seven Mill Tax Pledge Refunding and Improvement Revenue Bonds, Memorial Health University Medical Center Inc., Series 2012A, 5.000%, 1/01/31
1/22 at 100.00
 
AA
   
847,095
 
     
Coffee County Hospital Authority, Georgia, Revenue Bonds, Coffee County Regional Medical Center, Series 2004:
             
 
185
 
5.000%, 12/01/19
12/14 at 100.00
 
BBB–
   
186,904
 
 
1,000
 
5.250%, 12/01/22
12/14 at 100.00
 
BBB–
   
1,011,190
 
 
500
 
Coweta County Development Authority, Georgia, Revenue Bonds, Piedmont Healthcare, Inc. Project, Series 2010, 5.000%, 6/15/40
6/20 at 100.00
 
AA–
   
531,425
 
 
1,000
 
Franklin County Industrial Building Authority, Georgia, Revenue Bonds, Ty Cobb Regional Medical Center Project, Series 2010, 8.000%, 12/01/40
12/20 at 100.00
 
N/R
   
1,085,910
 
     
Gainesville and Hall County Hospital Authority, Georgia, Revenue Anticipation Certificates, Northeast Georgia Health Services Inc., Series 2010B:
             
 
700
 
5.125%, 2/15/40
2/20 at 100.00
 
AA–
   
745,290
 
 
1,645
 
5.250%, 2/15/45
2/41 at 100.00
 
AA–
   
1,773,869
 
 
1,140
 
Houston County Hospital Authority, Georgia, Revenue Bonds, Houston Healthcare Project, Series 2007, 5.250%, 10/01/35
10/17 at 100.00
 
A+
   
1,208,047
 
     
Macon-Bibb County Hospital Authority, Georgia, Revenue Anticipation Certificates, Medical Center of Central Georgia Inc., Series 2009:
             
 
225
 
5.000%, 8/01/32
8/19 at 100.00
 
AA
   
242,447
 
 
450
 
5.000%, 8/01/35
8/19 at 100.00
 
AA
   
478,494
 
 
2,000
 
Savannah Hospital Authority, Georgia, Revenue Bonds, St. Joseph’s/Candler Health System, Series 2003, 5.250%, 7/01/23 – RAAI Insured
1/14 at 100.00
 
A3
   
2,030,240
 
                     

Nuveen Investments
 
37

 
 

 
 
   
Nuveen Georgia Dividend Advantage Municipal Fund 2 (continued)
NKG
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Health Care (continued)
             
$
750
 
Valdosta and Lowndes County Hospital Authority, Georgia, Revenue Certificates, South Georgia Medical Center, Series 2007, 5.000%, 10/01/33
10/17 at 100.00
 
A+
 
$
780,000
 
 
10,960
 
Total Health Care
         
11,458,293
 
     
Housing/Multifamily – 6.2% (4.2% of Total Investments)
             
 
1,000
 
Cobb County Development Authority, Georgia, Revenue Bonds, KSU University II Real Estate Foundation, LLC Project, Series 2011, 5.000%, 7/15/41 – AGM Insured
7/21 at 100.00
 
AA–
   
1,092,140
 
 
25
 
Cobb County Development Authority, Georgia, Student Housing Revenue Bonds, KSU Village II Real Estate Foundation LLC Project, Series 2007A, 5.250%, 7/15/38 – AMBAC Insured
7/17 at 100.00
 
Baa2
   
25,396
 
     
Savannah Economic Development Authority, Georgia, GNMA Collateralized Multifamily Housing Revenue Bonds, Snap I-II-III Apartments, Series 2002A:
             
 
500
 
5.150%, 11/20/22 (Alternative Minimum Tax)
11/12 at 102.00
 
AA+
   
513,745
 
 
980
 
5.200%, 11/20/27 (Alternative Minimum Tax)
11/12 at 102.00
 
AA+
   
1,005,019
 
 
1,465
 
5.250%, 11/20/32 (Alternative Minimum Tax)
11/12 at 102.00
 
AA+
   
1,501,010
 
 
3,970
 
Total Housing/Multifamily
         
4,137,310
 
     
Housing/Single Family – 0.3% (0.2% of Total Investments)
             
 
170
 
Georgia Housing and Finance Authority, Single Family Mortgage Bonds, Series 2006C-2, 4.550%, 12/01/31 (Alternative Minimum Tax)
12/15 at 100.00
 
AAA
   
171,681
 
     
Industrials – 4.6% (3.1% of Total Investments)
             
 
2,190
 
Cobb County Development Authority, Georgia, Solid Waste Disposal Revenue Bonds, Georgia Waste Management Project, Series 2004A, 5.000%, 4/01/33 (Alternative Minimum Tax)
4/16 at 101.00
 
BBB
   
2,303,376
 
 
750
 
Fulton County Development Authority, Georgia, Local District Cooling Authority Revenue Bonds, Maxon Atlantic Station LLC, Series 2005A, 5.125%, 3/01/26 (Mandatory put 3/01/15) (Alternative Minimum Tax)
9/15 at 100.00
 
BBB
   
762,855
 
 
2,940
 
Total Industrials
         
3,066,231
 
     
Materials – 2.5% (1.7% of Total Investments)
             
 
1,000
 
Richmond County Development Authority, Georgia, Environmental Improvement Revenue Bonds, International Paper Company, Series 2001A, 6.250%, 2/01/25 (Alternative Minimum Tax)
8/12 at 100.50
 
BBB
   
1,008,380
 
 
250
 
Richmond County Development Authority, Georgia, Environmental Improvement Revenue Refunding Bonds, International Paper Company, Series 2002A, 6.000%, 2/01/25 (Alternative Minimum Tax)
2/13 at 100.00
 
BBB
   
253,293
 
 
370
 
Savannah Economic Development Authority, Georgia, Pollution Control Revenue Bonds, Union Camp Corporation, Series 1995, 6.150%, 3/01/17
No Opt. Call
 
Baa3
   
415,469
 
 
1,620
 
Total Materials
         
1,677,142
 
     
Tax Obligation/General – 25.5% (17.3% of Total Investments)
             
 
600
 
Cherokee County Resource Recovery Development Authority, Georgia, Solid Waste Disposal Revenue Bonds, Ball Ground Recycling LLC Project, Series 2007A, 5.000%, 7/01/37 – AMBAC Insured (Alternative Minimum Tax)
7/17 at 100.00
 
AA+
   
631,704
 
 
900
 
Decatur, Georgia, General Obligation Bonds, Series 2007, 5.000%, 1/01/31 – AGM Insured
1/17 at 100.00
 
AA+
   
1,002,006
 
 
1,000
 
Floyd County Hospital Authority, Georgia, Revenue Anticipation Certificates, Floyd Medical Center Project, Series 2002, 5.200%, 7/01/32 – NPFG Insured
7/12 at 101.00
 
Aa2
   
1,011,320
 
 
1,000
 
Forsyth County, Georgia, General Obligation Bonds, Series 2004, 5.250%, 3/01/19
3/14 at 101.00
 
Aaa
   
1,089,330
 
 
1,000
 
Georgia Environmental Loan Acquisition Corporation, Local Government Loan Securitization Bonds, Loan Pool Series 2011, 5.125%, 3/15/31
3/21 at 100.00
 
Aaa
   
1,146,890
 
 
915
 
Georgia Municipal Association Inc., Certificates of Participation, Riverdale Public Purpose Project, Series 2009, 5.500%, 5/01/38 – AGC Insured
5/19 at 100.00
 
AA–
   
1,002,684
 
 
1,000
 
Georgia State, General Obligation Bonds, Series 2005B, 5.000%, 7/01/15
No Opt. Call
 
AAA
   
1,139,000
 
 
1,700
 
Georgia State, General Obligation Bonds, Series 2007E, 5.000%, 8/01/24
8/17 at 100.00
 
AAA
   
1,985,311
 
 
1,645
 
Georgia State, General Obligation Bonds, Series 2009B, 5.000%, 1/01/26
1/19 at 100.00
 
AAA
   
1,969,838
 
 
750
 
Georgia, General Obligation Bonds, Series 1998D, 5.250%, 10/01/15
No Opt. Call
 
AAA
   
867,885
 

38
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Tax Obligation/General (continued)
             
$
2,100
 
Gwinnett County School District, Georgia, General Obligation Bonds, Series 2008, 5.000%, 2/01/36 (UB)
2/18 at 100.00
 
AAA
 
$
2,353,197
 
 
295
 
La Grange-Troup County Hospital Authority, Georgia, Revenue Anticipation Certificates, Series 2008A, 5.500%, 7/01/38
7/18 at 100.00
 
Aa2
   
321,081
 
 
475
 
Paulding County School District, Georgia, General Obligation Bonds, Series 2007, 5.000%, 2/01/33
2/17 at 100.00
 
AA+
   
526,894
 
 
1,000
 
Valdosta and Lowndes County Hospital Authority, Georgia, Revenue Certificates, South Georgia Medical Center Project, Series 2011B, 5.000%, 10/01/41
10/21 at 100.00
 
Aa2
   
1,092,270
 
 
950
 
Wayne County Hospital Authority, Georgia, Hospital Revenue Bonds, Series 2006, 5.000%, 3/01/23 – SYNCORA GTY Insured
3/16 at 100.00
 
N/R
   
963,110
 
 
15,330
 
Total Tax Obligation/General
         
17,102,520
 
     
Tax Obligation/Limited – 17.9% (12.1% of Total Investments)
             
     
Atlanta, Georgia, Tax Allocation Bonds Atlanta Station Project, Series 2007:
             
 
80
 
5.250%, 12/01/21 – AGC Insured
12/17 at 100.00
 
AA–
   
88,236
 
 
620
 
5.000%, 12/01/23 – AGC Insured
12/17 at 100.00
 
AA–
   
667,126
 
 
1,000
 
Atlanta, Georgia, Tax Allocation Bonds, Beltline Project Series 2008B. Remarketed, 7.375%, 1/01/31
1/19 at 100.00
 
N/R
   
1,105,230
 
 
385
 
Atlanta, Georgia, Tax Allocation Bonds, Eastside Project, Series 2005A, 5.625%, 1/01/16 (Alternative Minimum Tax)
7/15 at 100.00
 
A–
   
420,482
 
     
Atlanta, Georgia, Tax Allocation Bonds, Eastside Project, Series 2005B:
             
 
450
 
5.400%, 1/01/20
7/15 at 100.00
 
A–
   
484,115
 
 
350
 
5.600%, 1/01/30
7/15 at 100.00
 
A–
   
372,295
 
 
750
 
Atlanta, Georgia, Tax Allocation Bonds, Princeton Lakes Project, Series 2006, 5.500%, 1/01/31
1/16 at 100.00
 
BBB–
   
757,725
 
     
Cobb-Marietta Coliseum and Exhibit Hall Authority, Georgia, Revenue Refunding Bonds, Series 1993:
             
 
210
 
5.500%, 10/01/18 – NPFG Insured
No Opt. Call
 
BBB
   
229,102
 
 
1,755
 
5.625%, 10/01/26 – NPFG Insured
10/19 at 100.00
 
BBB
   
2,032,659
 
 
750
 
Georgia Municipal Association Inc., Certificates of Participation, Atlanta Court Project, Series 2002, 5.125%, 12/01/21 – AMBAC Insured
6/13 at 100.00
 
N/R
   
758,678
 
 
135
 
Government of Guam, Business Privilege Tax Bonds, Series 2011A, 5.125%, 1/01/42
1/22 at 100.00
 
A
   
146,483
 
 
2,500
 
Metropolitan Atlanta Rapid Transit Authority, Georgia, Sales Tax Revenue Refunding Bonds, Series 1992P, 6.250%, 7/01/20 – AMBAC Insured
No Opt. Call
 
Aa2
   
2,966,575
 
 
1,945
 
Tift County Hospital Authority, Georgia, Revenue Anticipation Bonds, Tift Regional Medical Center, Series 2002, 5.250%, 12/01/19 – AMBAC Insured
12/12 at 101.00
 
Aa3
   
1,983,064
 
 
10,930
 
Total Tax Obligation/Limited
         
12,011,770
 
     
Transportation – 4.8% (3.2% of Total Investments)
             
 
1,035
 
Atlanta, Georgia, Airport General Revenue Bonds, Series 2012C, 5.000%, 1/01/42 (Alternative Minimum Tax)
1/22 at 100.00
 
A+
   
1,108,599
 
 
1,000
 
Atlanta, Georgia, Airport General Revenue Refunding Bonds, Series 2011B, 5.000%, 1/01/30
1/21 at 100.00
 
A+
   
1,078,420
 
 
1,000
 
Atlanta, Georgia, Airport Passenger Facilities Charge Revenue Bonds, Series 2004J, 5.000%, 1/01/34 – AGM Insured
1/15 at 100.00
 
AA–
   
1,044,640
 
 
3,035
 
Total Transportation
         
3,231,659
 
     
U.S. Guaranteed – 24.5% (16.6% of Total Investments) (4)
             
     
Athens Housing Authority, Georgia, Student Housing Lease Revenue Bonds, UGAREF East Campus Housing LLC Project, Series 2002:
             
 
180
 
5.000%, 12/01/33 (Pre-refunded 12/01/12) – AMBAC Insured
12/12 at 100.00
 
Aa2 (4)
   
184,252
 
 
2,320
 
5.000%, 12/01/33 (Pre-refunded 12/01/12) – AMBAC Insured
12/12 at 100.00
 
Aa2 (4)
   
2,376,005
 
 
1,225
 
Athens-Clarke County Unified Government Development Authority, Georgia, Educational Facilities
12/12 at 100.00
 
N/R (4)
   
1,254,302
 
     
Revenue Bonds, UGAREF CCRC Building LLC Project, Series 2002, 5.000%, 12/15/18 (Pre-refunded 12/15/12) – AMBAC Insured
             

Nuveen Investments
 
39

 
 

 

   
Nuveen Georgia Dividend Advantage Municipal Fund 2 (continued)
NKG
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
U.S. Guaranteed (4) (continued)
             
$
1,000
 
Augusta, Georgia, Water and Sewerage Revenue Bonds, Series 2002, 5.250%, 10/01/22 (Pre-refunded 10/01/12) – AGM Insured
10/12 at 100.00
 
AA– (4)
 
$
1,016,970
 
 
1,000
 
Cherokee County School System, Georgia, General Obligation Bonds, Series 2003, 5.000%, 8/01/16 (Pre-refunded 8/01/13) – NPFG Insured
8/13 at 100.00
 
AA+ (4)
   
1,055,690
 
 
2,000
 
Forsyth County Water and Sewerage Authority, Georgia, Revenue Bonds, Series 2002, 5.000%, 4/01/32 (Pre-refunded 4/01/13)
4/13 at 100.00
 
Aaa
   
2,079,460
 
     
Newnan Hospital Authority, Georgia, Revenue Anticipation Certificates, Newnan Hospital Inc., Series 2002:
             
 
2,260
 
5.500%, 1/01/19 (Pre-refunded 1/01/13) – NPFG Insured
1/13 at 100.00
 
Aa3 (4)
   
2,329,992
 
 
3,020
 
5.500%, 1/01/20 (Pre-refunded 1/01/13) – NPFG Insured
1/13 at 100.00
 
Aa3 (4)
   
3,113,529
 
     
Oconee County, Georgia, General Obligation Bonds, Recreation Project, Series 2003:
             
 
1,410
 
5.500%, 1/01/23 (Pre-refunded 1/01/13) – AMBAC Insured
1/13 at 101.00
 
Aa2 (4)
   
1,467,669
 
 
1,470
 
5.250%, 1/01/26 (Pre-refunded 1/01/13) – AMBAC Insured
1/13 at 101.00
 
Aa2 (4)
   
1,527,977
 
 
15,885
 
Total U.S. Guaranteed
         
16,405,846
 
     
Utilities – 5.6% (3.8% of Total Investments)
             
 
1,000
 
Georgia Municipal Electric Authority, General Power Revenue Bonds, Project 1, Series 2007A, 5.000%, 1/01/25 – NPFG Insured
1/17 at 100.00
 
A+
   
1,088,820
 
     
Main Street Natural Gas Inc., Georgia, Gas Project Revenue Bonds, Series 2006B:
             
 
250
 
5.000%, 3/15/20
No Opt. Call
 
A
   
266,175
 
 
500
 
5.000%, 3/15/21
No Opt. Call
 
A
   
535,740
 
 
500
 
5.000%, 3/15/22
No Opt. Call
 
A
   
535,155
 
 
300
 
Main Street Natural Gas Inc., Georgia, Gas Project Revenue Bonds, Series 2007A, 5.000%, 3/15/18
No Opt. Call
 
Aa3
   
341,418
 
 
1,000
 
Municipal Electric Authority of Georgia, Project One Subordinated Lien Revenue Bonds, Series 2003A, 5.000%, 1/01/22 – NPFG Insured
1/13 at 100.00
 
A+
   
1,021,920
 
 
3,550
 
Total Utilities
         
3,789,228
 
     
Water and Sewer – 23.0% (15.6% of Total Investments)
             
     
Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 2004:
             
 
500
 
5.250%, 11/01/15 – AGM Insured
11/14 at 100.00
 
AA–
   
551,535
 
 
700
 
5.000%, 11/01/37 – AGM Insured
11/14 at 100.00
 
AA–
   
729,806
 
 
3,500
 
Augusta, Georgia, Water and Sewerage Revenue Bonds, Series 2002, 5.000%, 10/01/27 – AGM Insured
10/12 at 100.00
 
AA–
   
3,524,780
 
 
1,990
 
Cherokee County Water and Sewerage Authority, Georgia, Revenue Bonds, Series 2001, 5.000%, 8/01/35 – AGM Insured
8/18 at 100.00
 
AA
   
2,179,030
 
     
Coweta County Water and Sewer Authority, Georgia, Revenue Bonds, Series 2007:
             
 
500
 
5.000%, 6/01/32
6/18 at 100.00
 
Aa2
   
547,495
 
 
500
 
5.000%, 6/01/37
6/18 at 100.00
 
Aa2
   
540,695
 
 
500
 
DeKalb County, Georgia, Water and Sewerage Revenue Bonds, Refunding Series 2006B, 5.250%, 10/01/32 – AGM Insured
10/26 at 100.00
 
Aa2
   
607,095
 
 
750
 
DeKalb County, Georgia, Water and Sewerage Revenue Bonds, Second Resolution Series 2011A, 5.250%, 10/01/41
10/21 at 100.00
 
Aa3
   
845,108
 
 
1,000
 
Douglasville-Douglas County Water and Sewer Authority, Georgia, Water and Sewer Revenue Bonds, Series 2005, 5.000%, 6/01/29 – NPFG Insured
12/15 at 100.00
 
Aa2
   
1,105,740
 
 
445
 
Douglasville-Douglas County Water and Sewer Authority, Georgia, Water and Sewer Revenue Bonds, Series 2007, 5.000%, 6/01/37 – NPFG Insured
6/17 at 100.00
 
Aa2
   
493,713
 

40
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Water and Sewer (continued)
             
$
375
 
Forsyth County Water and Sewerage Authority, Georgia, Revenue Bonds, Series 2007, 5.000%, 4/01/37 – AGM Insured
4/17 at 100.00
 
Aaa
 
$
415,852
 
 
3,100
 
Harris County, Georgia, Water System Revenue Bonds, Series 2002, 5.000%, 12/01/22 – AMBAC Insured
12/12 at 100.00
 
A+
   
3,158,992
 
 
685
 
Walton County Water and Sewerage Authority, Georgia, Revenue Bonds, The Oconee-Hard Creek Reservoir Project, Series 2008, 5.000%, 2/01/38 – AGM Insured
2/18 at 100.00
 
Aa2
   
732,463
 
 
14,545
 
Total Water and Sewer
         
15,432,304
 
$
97,320
 
Total Investments (cost $93,325,443) – 147.6%
         
98,929,789
 
     
Floating Rate Obligations – (2.1)%
         
(1,395,000
     
MuniFund Term Preferred Shares, at Liquidation Value – (48.1)% (5)
         
(32,265,000
     
Other Assets Less Liabilities – 2.6%
         
1,769,123
 
     
Net Assets Applicable to Common Shares – 100%
       
$
67,038,912
 
 
(1)
 
All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)
 
Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to periodic principal paydowns.
(3)
 
Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.
(4)
 
Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities.
(5)
 
MuniFund Term Preferred Shares, at Liquidation Value as a percentage of Total Investments is 32.6%.
N/R
 
Not rated.
(IF)
 
Inverse floating rate investment.
(UB)
 
Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies, Inverse Floating Rate Securities for more information.
 
 See accompanying notes to financial statements.

Nuveen Investments
 
41
 
 
 

 
 
   
Nuveen North Carolina Premium Income Municipal Fund
NNC
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Education and Civic Organizations – 16.5% (10.7% of Total Investments)
             
$
2,500
 
North Carolina Capital Facilities Financing Agency, Revenue Bonds, Duke University, Series 2005A, 5.000%, 10/01/41 (UB)
10/15 at 100.00
 
AA+
 
$
2,708,700
 
     
North Carolina Capital Facilities Financing Agency, Revenue Bonds, Johnson and Wales University, Series 2003A:
             
 
970
 
5.250%, 4/01/23 – SYNCORA GTY Insured
4/13 at 100.00
 
N/R
   
985,375
 
 
500
 
5.000%, 4/01/33 – SYNCORA GTY Insured
4/13 at 100.00
 
N/R
   
503,560
 
 
1,530
 
University of North Carolina System, Pooled Revenue Bonds, Series 2005A, 5.000%, 4/01/15 – AMBAC Insured
No Opt. Call
 
A+
   
1,715,987
 
     
University of North Carolina Wilmington, Certificates of Participation, Student Housing Project Revenue Bonds, Series 2006:
             
 
1,430
 
5.000%, 6/01/23 – FGIC Insured
6/16 at 100.00
 
A–
   
1,546,574
 
 
1,505
 
5.000%, 6/01/24 – FGIC Insured
6/16 at 100.00
 
A–
   
1,619,952
 
     
University of North Carolina, Chapel Hill, System Net Revenue Bonds, Series 2003:
             
 
2,380
 
5.000%, 12/01/19
12/13 at 100.00
 
Aaa
   
2,528,464
 
 
2,725
 
5.000%, 12/01/21
12/13 at 100.00
 
Aaa
   
2,892,451
 
 
1,500
 
5.000%, 12/01/23
12/13 at 100.00
 
Aaa
   
1,594,965
 
 
15,040
 
Total Education and Civic Organizations
         
16,096,028
 
     
Health Care – 31.9% (20.7% of Total Investments)
             
 
1,145
 
Albemarle Hospital Authority, North Carolina, Health Care Facilities Revenue Bonds, Series 2007, 5.250%, 10/01/27
10/17 at 100.00
 
N/R
   
1,151,252
 
 
500
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Refunding Series 2009A, 5.250%, 1/15/39
1/19 at 100.00
 
AA–
   
548,665
 
 
2,300
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Series 2008A, 5.000%, 1/15/47
1/18 at 100.00
 
AA–
   
2,414,678
 
 
1,750
 
Charlotte-Mecklenburg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Refunding Series 2012A, 5.000%, 1/15/43 (WI/DD, Settling 6/01/12)
1/22 at 100.00
 
AA–
   
1,914,168
 
 
1,000
 
Johnston Memorial Hospital Authority, North Carolina, Mortgage Revenue Bonds, Johnston
4/18 at 100.00
 
AA–
   
1,090,740
 
     
Memorial Hospital Project, Series 2008A, 5.250%, 10/01/36 – AGM Insured
             
 
2,570
 
Nash Health Care Systems, North Carolina, Health Care Facilities Revenue Bonds, Series 2012, 5.000%, 11/01/41
5/22 at 100.00
 
A
   
2,721,373
 
 
225
 
New Hanover County, North Carolina, Hospital Revenue Bonds, New Hanover Regional Medical Center, Series 2006B, 5.125%, 10/01/31 – AGM Insured
10/19 at 100.00
 
AA–
   
247,311
 
     
North Carolina Medical Care Commission Health Care Facilities Revenue Bonds Novant Health Inc., Series 2010A:
             
 
500
 
5.250%, 11/01/40
11/20 at 100.00
 
AA–
   
537,800
 
 
3,000
 
5.000%, 11/01/43
11/20 at 100.00
 
AA–
   
3,180,600
 
 
500
 
North Carolina Medical Care Commission, Health Care Facilities Refunding Revenue Bonds, Blue Ridge HealthCare, Series 2010A, 5.000%, 1/01/36
1/20 at 100.00
 
A
   
514,115
 
 
1,000
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, Appalachian Regional HealthCare System, Series 2011A, 6.500%, 7/01/31
7/21 at 100.00
 
BBB+
   
1,152,970
 
 
2,335
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, FirstHealth of the Carolinas Project, Refunding Series 2012A, 4.000%, 10/01/39
10/17 at 100.00
 
AA
   
2,325,263
 
 
920
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, WakeMed, Series 2009A, 5.625%, 10/01/38 – AGC Insured
10/14 at 100.00
 
AA–
   
958,042
 
 
2,000
 
North Carolina Medical Care Commission, Healthcare Facilities Revenue Bonds, Novant Health Obligated Group, Series 2003A, 5.000%, 11/01/19
11/13 at 100.00
 
AA–
   
2,097,680
 
 
2,000
 
North Carolina Medical Care Commission, Healthcare Facilities Revenue Bonds, Stanly Memorial Hospital, Series 1999, 6.375%, 10/01/29
10/12 at 100.00
 
BBB+
   
2,009,900
 
 
3,000
 
North Carolina Medical Care Commission, Hospital Revenue Bonds, Southeastern Regional Medical Center, Series 2002, 5.375%, 6/01/32
6/13 at 100.00
 
A
   
3,031,980
 

42
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Health Care (continued)
             
$
1,500
 
North Carolina Medical Care Commission, Hospital Revenue Bonds, Wilson Medical Center, Series 2007, 5.000%, 11/01/27
11/17 at 100.00
 
A–
 
$
1,565,445
 
 
1,395
 
North Carolina Medical Care Commission, Revenue Bonds, Blue Ridge Healthcare System, Series 2005, 5.000%, 1/01/33 – FGIC Insured
1/15 at 100.00
 
A
   
1,413,651
 
     
North Carolina Medical Care Commission, Revenue Bonds, Cleveland County Healthcare System, Series 2004A:
             
 
600
 
5.250%, 7/01/20 – AMBAC Insured
7/14 at 100.00
 
A
   
629,160
 
 
500
 
5.250%, 7/01/22 – AMBAC Insured
7/14 at 100.00
 
A
   
520,590
 
 
300
 
Northern Hospital District of Surry County, North Carolina, Health Care Facilities Revenue Bonds, Series 2008, 6.250%, 10/01/38
4/18 at 100.00
 
BBB
   
322,116
 
 
700
 
Onslow County Hospital Authority, North Carolina, FHA Insured Mortgage Revenue Bonds, Onslow Memorial Hospital Project, Series 2006, 5.000%, 4/01/31 – NPFG Insured
10/16 at 100.00
 
BBB
   
733,663
 
 
29,740
 
Total Health Care
         
31,081,162
 
     
Housing/Multifamily – 3.5% (2.3% of Total Investments)
             
 
2,260
 
Mecklenburg County, North Carolina, FNMA Multifamily Housing Revenue Bonds, Little Rock Apartments, Series 2003, 5.375%, 1/01/36 (Alternative Minimum Tax)
7/13 at 105.00
 
AA+
   
2,396,662
 
 
1,000
 
North Carolina Capital Facilities Financing Agency, Housing Revenue Bonds, Elizabeth City State University, Series 2003A, 5.000%, 6/01/28 – AMBAC Insured
6/13 at 100.00
 
N/R
   
1,005,270
 
 
3,260
 
Total Housing/Multifamily
         
3,401,932
 
     
Housing/Single Family – 2.6% (1.7% of Total Investments)
             
 
700
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, 1998 Trust Agreement, Series 10A, 5.400%, 7/01/32 – AMBAC Insured (Alternative Minimum Tax)
7/12 at 100.00
 
AA
   
700,686
 
 
885
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 2007-29A, 4.800%, 7/01/33 (Alternative Minimum Tax)
1/17 at 100.00
 
AA
   
908,196
 
 
100
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 2011-1, 4.500%, 1/01/28
1/21 at 100.00
 
AA
   
107,587
 
 
775
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 25-A, 4.900%, 7/01/37 (Alternative Minimum Tax)
7/16 at 100.00
 
AA
   
792,949
 
 
2,460
 
Total Housing/Single Family
         
2,509,418
 
     
Long-Term Care – 0.4% (0.2% of Total Investments)
             
 
375
 
North Carolina Medical Care Commission, Revenue Bonds, Pines at Davidson, Series 2006A, 5.000%, 1/01/36
1/16 at 100.00
 
A–
   
379,335
 
     
Materials – 0.5% (0.3% of Total Investments)
             
 
500
 
Columbus County Industrial Facilities and Pollution Control Financing Authority, North Carolina, Environmental Improvement Revenue Bonds, International Paper Company Project, Series 2007A, 4.625%, 3/01/27
3/17 at 100.00
 
BBB
   
506,735
 
     
Tax Obligation/General – 4.5% (2.9% of Total Investments)
             
 
1,820
 
Durham, North Carolina, General Obligation Bonds, Series 2007, 5.000%, 4/01/21
4/17 at 100.00
 
AAA
   
2,113,202
 
 
2,000
 
Wake County, North Carolina, Limited Obligation Bonds, Series 2010, 5.000%, 1/01/37
1/20 at 100.00
 
AA+
   
2,262,940
 
 
3,820
 
Total Tax Obligation/General
         
4,376,142
 
     
Tax Obligation/Limited – 30.0% (19.5% of Total Investments)
             
 
1,700
 
Charlotte, North Carolina, Certificates of Participation, Governmental Facilities Projects, Series 2003G, 5.375%, 6/01/26
6/13 at 100.00
 
AA+
   
1,771,995
 
 
950
 
Charlotte, North Carolina, Certificates of Participation, Transit Projects Phase 2, Series 2008A, 5.000%, 6/01/33
6/18 at 100.00
 
AA+
   
1,033,752
 
 
1,505
 
Charlotte, North Carolina, Certificates of Participation, Transit Projects, Series 2003A, 5.000%, 6/01/33
6/13 at 100.00
 
AA+
   
1,556,170
 
     
Charlotte, North Carolina, Storm Water Fee Revenue Bonds, Series 2002:
             
 
1,050
 
5.250%, 6/01/20
6/13 at 100.00
 
AAA
   
1,064,574
 
 
1,750
 
5.000%, 6/01/25
6/13 at 100.00
 
AAA
   
1,773,713
 

Nuveen Investments
 
43

 
 

 

   
Nuveen North Carolina Premium Income Municipal Fund (continued)
NNC
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Tax Obligation/Limited (continued)
             
$
1,400
 
Craven County, North Carolina, Certificates of Participation, Series 2007, 5.000%, 6/01/27 – NPFG Insured
6/17 at 100.00
 
AA–
 
$
1,529,444
 
 
1,000
 
Davidson County, North Carolina, Certificates of Participation, Series 2004, 5.250%, 6/01/14 – AMBAC Insured
No Opt. Call
 
Aa3
   
1,084,740
 
 
395
 
Government of Guam, Business Privilege Tax Bonds, Series 2011A, 5.125%, 1/01/42
1/22 at 100.00
 
A
   
428,599
 
 
750
 
Harnett County, North Carolina, Certificates of Participation, Series 2009, 5.000%, 6/01/28 – AGC Insured
6/19 at 100.00
 
AA–
   
830,843
 
 
945
 
Jacksonville Public Facilities Corporation, North Carolina, Limited Obligation Bonds, Series 2012, 5.000%, 4/01/29 (WI/DD, Settling 6/01/12)
4/22 at 100.00
 
A+
   
1,082,772
 
     
Lee County, North Carolina, Certificates of Participation, Public Schools and Community College, Series 2004:
             
 
1,715
 
5.250%, 4/01/18 – AGM Insured
4/14 at 100.00
 
AA–
   
1,835,839
 
 
500
 
5.250%, 4/01/20 – AGM Insured
4/14 at 100.00
 
AA–
   
530,660
 
 
1,000
 
5.250%, 4/01/22 – AGM Insured
4/14 at 100.00
 
AA–
   
1,053,330
 
 
200
 
Mecklenburg County, North Carolina, Certificates of Participation, Series 2009A, 5.000%, 2/01/27
2/19 at 100.00
 
AA+
   
224,564
 
 
3,315
 
North Carolina Turnpike Authority, Monroe Connector System State Appropriation Bonds, Series 2011, 5.000%, 7/01/41
7/21 at 100.00
 
AA
   
3,741,607
 
 
2,000
 
Puerto Rico Highway and Transportation Authority, Grant Anticipation Revenue Bonds, Series 2004, 5.000%, 9/15/21 – NPFG Insured
3/14 at 100.00
 
A+
   
2,037,200
 
 
3,675
 
Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, First Subordinate Series 2010A, 0.000%, 8/01/35
No Opt. Call
 
A+
   
1,019,298
 
 
285
 
Raleigh, North Carolina, Certificates of Participation, Series 2007, 5.000%, 2/01/27
2/17 at 100.00
 
AA+
   
311,639
 
 
1,000
 
Randolph County, North Carolina, Certificates of Participation, Series 2004, 5.000%, 6/01/20 – AGM Insured
6/14 at 102.00
 
AA–
   
1,078,840
 
 
1,000
 
Rutherford County, North Carolina, Certificates of Participation, Series 2007, 5.000%, 12/01/27 – AGM Insured
12/17 at 100.00
 
AA–
   
1,101,030
 
 
1,950
 
Sampson County, North Carolina, Certificates of Participation, Series 2006, 5.000%, 6/01/34 – AGM Insured (UB)
6/17 at 100.00
 
AA–
   
2,073,455
 
 
1,200
 
Wilmington, North Carolina, Certificates of Participation, Series 2008A, 5.000%, 6/01/29
6/18 at 100.00
 
AA
   
1,328,460
 
 
700
 
Wilson County, North Carolina, Certificates of Participation, School Facilities Project, Series 2007, 5.000%, 4/01/25 – AMBAC Insured
4/17 at 100.00
 
Aa3
   
760,326
 
 
29,985
 
Total Tax Obligation/Limited
         
29,252,850
 
     
Transportation – 12.5% (8.1% of Total Investments)
             
 
2,500
 
Charlotte, North Carolina, Airport Revenue Bonds, Charlotte Douglas International Refunding Series 2010A, 5.000%, 7/01/39
7/20 at 100.00
 
Aa3
   
2,749,950
 
     
Charlotte, North Carolina, Airport Revenue Bonds, Series 2004A:
             
 
600
 
5.250%, 7/01/24 – NPFG Insured
7/14 at 100.00
 
Aa3
   
651,204
 
 
2,710
 
5.000%, 7/01/29 – NPFG Insured
7/14 at 100.00
 
Aa3
   
2,873,603
 
 
1,020
 
North Carolina State Ports Authority, Port Facilities Revenue Bonds, Senior Lien Series 2010A, 5.250%, 2/01/40
2/20 at 100.00
 
A3
   
1,117,084
 
 
600
 
North Carolina Turnpike Authority, Triangle Expressway System Revenue Bonds, Series 2009A, 5.750%, 1/01/39 – AGC Insured
1/19 at 100.00
 
AA–
   
677,808
 
     
North Carolina Turnpike Authority, Triangle Expressway System Senior Lien Revenue Bonds, Series 2009B:
             
 
4,230
 
0.000%, 1/01/33 – AGC Insured
No Opt. Call
 
AA–
   
1,653,803
 
 
655
 
0.000%, 1/01/37 – AGC Insured
No Opt. Call
 
AA–
   
208,853
 
 
500
 
0.000%, 1/01/38 – AGC Insured
No Opt. Call
 
AA–
   
151,425
 
 
500
 
Piedmont Triad Airport Authority, North Carolina, Airport Revenue Bonds, Series 2005A, 5.000%, 7/01/20 – SYNCORA GTY Insured
7/15 at 100.00
 
A–
   
542,750
 
 
1,375
 
Raleigh Durham Airport Authority, North Carolina, Airport Revenue Bonds, Refunding Series 2010A, 5.000%, 5/01/36
5/20 at 100.00
 
Aa3
   
1,534,115
 
 
14,690
 
Total Transportation
         
12,160,595
 

44
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
U.S. Guaranteed – 23.7% (15.4% of Total Investments) (4)
             
$
1,330
 
Cabarrus County, North Carolina, Certificates of Participation, Series 2002, 5.250%, 2/01/17 (Pre-refunded 2/01/13)
2/13 at 100.00
 
AA (4)
 
$
1,374,834
 
 
1,800
 
Catawba County, North Carolina, Certificates of Participation, Series 2004, 5.250%, 6/01/21 (Pre-refunded 6/01/14) – NPFG Insured
6/14 at 100.00
 
Aa2 (4)
   
1,974,942
 
 
1,295
 
Greensboro, North Carolina, Combined Enterprise System Revenue Bonds, Series 2005A, 5.000%, 6/01/26 (Pre-refunded 6/01/15)
6/15 at 100.00
 
AAA
   
1,471,638
 
 
25
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2003C, 5.375%, 1/01/17 (Pre-refunded 1/01/13)
1/13 at 100.00
 
A– (4)
   
25,669
 
     
North Carolina Eastern Municipal Power Agency, Power System Revenue Refunding Bonds, Series 1993B:
             
 
5
 
5.500%, 1/01/17 (Pre-refunded 7/01/12) – FGIC Insured
7/12 at 100.00
 
A– (4)
   
5,022
 
 
65
 
5.500%, 1/01/21 (Pre-refunded 7/01/12)
7/12 at 100.00
 
A– (4)
   
65,287
 
 
3,000
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2003F, 5.500%, 1/01/15 (Pre-refunded 1/01/13)
1/13 at 100.00
 
A– (4)
   
3,091,470
 
 
1,500
 
North Carolina Infrastructure Finance Corporation, Certificates of Participation, Correctional Facilities, Series 2004A, 5.000%, 2/01/23 (Pre-refunded 2/01/14)
2/14 at 100.00
 
AA+ (4)
   
1,616,805
 
 
735
 
North Carolina Medical Care Commission, Revenue Bonds, Northeast Medical Center, Series 2004, 5.000%, 11/01/24 (Pre-refunded 11/01/14)
11/14 at 100.00
 
N/R (4)
   
814,064
 
 
4,260
 
North Carolina Municipal Power Agency 1, Catawba Electric Revenue Bonds, Series 1986, 5.000%, 1/01/20 (ETM)
No Opt. Call
 
Aaa
   
5,378,889
 
 
2,285
 
North Carolina State University at Raleigh, General Revenue Bonds, Series 2003A, 5.000%, 10/01/15 (Pre-refunded 10/01/13)
10/13 at 100.00
 
Aa1 (4)
   
2,429,526
 
 
1,500
 
North Carolina, Certificates of Participation, Repair and Renovation Project, Series 2004B, 5.000%, 6/01/20 (Pre-refunded 6/01/14)
6/14 at 100.00
 
AA+ (4)
   
1,638,330
 
     
North Carolina, Certificates of Participation, Series 2003:
             
 
1,130
 
5.250%, 6/01/21 (Pre-refunded 6/01/13)
6/13 at 100.00
 
AA+ (4)
   
1,184,703
 
 
1,000
 
5.250%, 6/01/23 (Pre-refunded 6/01/13)
6/13 at 100.00
 
AA+ (4)
   
1,048,410
 
     
University of North Carolina System, Pooled Revenue Refunding Bonds, Series 2002A:
             
 
420
 
5.375%, 4/01/22 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
N/R (4)
   
427,316
 
 
460
 
5.375%, 4/01/22 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
N/R (4)
   
467,981
 
 
120
 
5.375%, 4/01/22 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
A+ (4)
   
122,087
 
 
20,930
 
Total U.S. Guaranteed
         
23,136,973
 
     
Utilities – 6.8% (4.4% of Total Investments)
             
 
1,000
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2005, 5.250%, 1/01/20 – AMBAC Insured
1/16 at 100.00
 
A–
   
1,139,540
 
 
1,375
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2012A, 5.000%, 1/01/25
7/22 at 100.00
 
A–
   
1,615,996
 
 
165
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Refunding Bonds, Series 1993B, 6.000%, 1/01/22 – FGIC Insured
No Opt. Call
 
Baa1
   
213,368
 
 
575
 
North Carolina Municipal Power Agency 1, Catawba Electric Revenue Bonds, Refunding Series 2009A, 5.000%, 1/01/30
1/19 at 100.00
 
A
   
635,444
 
 
2,000
 
North Carolina Municipal Power Agency 1, Catawba Electric Revenue Bonds, Series 2003A, 5.250%, 1/01/15 – AMBAC Insured
1/13 at 100.00
 
A
   
2,056,160
 
 
1,000
 
Wake County Industrial Facilities and Pollution Control Financing Authority, North Carolina, Revenue Refunding Bonds, Carolina Power and Light Company, Series 2002, 5.375%, 2/01/17
2/13 at 100.50
 
A1
   
1,013,660
 
 
6,115
 
Total Utilities
         
6,674,168
 
     
Water and Sewer – 21.2% (13.8% of Total Investments)
             
 
1,605
 
Broad River Water Authority, North Carolina, Water System Revenue Bonds, Series 2005, 5.000%, 6/01/20 – SYNCORA GTY Insured
6/15 at 100.00
 
A2
   
1,709,405
 
 
500
 
Brunswick County, North Carolina, Enterprise System Revenue Bonds, Series 2008A, 5.000%, 4/01/31 – AGM Insured
4/18 at 100.00
 
AA–
   
556,100
 
 
2,135
 
Cape Fear Public Utility Authority, North Carolina, Water & Sewer System Revenue Bonds, Series 2011, 5.000%, 8/01/31
8/21 at 100.00
 
AA
   
2,485,140
 

Nuveen Investments
 
45

 
 

 

   
Nuveen North Carolina Premium Income Municipal Fund (continued)
NNC
 
Portfolio of Investments
    May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Water and Sewer (continued)
             
$
2,540
 
Dare County, North Carolina, Utilities System Revenue Bonds, Series 2011, 5.000%, 2/01/36
2/21 at 100.00
 
AA
 
$
2,872,257
 
 
1,000
 
Durham, North Carolina, Utility System Revenue Bonds, Refunding Series 2011, 5.000%, 6/01/41 Oak Island, North Carolina, Enterprise System Revenue Bonds, Series 2009A:
6/21 at 100.00
 
AAA
   
1,139,380
 
 
550
 
6.000%, 6/01/34 – AGC Insured
6/19 at 100.00
 
AA–
   
633,424
 
 
1,000
 
6.000%, 6/01/36 – AGC Insured
6/19 at 100.00
 
AA–
   
1,149,680
 
     
Oak Island, North Carolina, Enterprise System Revenue Bonds, Series 2011:
             
 
500
 
5.625%, 6/01/30 – AGC Insured
6/21 at 100.00
 
AA–
   
587,965
 
 
1,300
 
5.750%, 6/01/36 – AGC Insured
6/21 at 100.00
 
AA–
   
1,509,443
 
 
500
 
Onslow County, North Carolina, Combined Enterprise System Revenue Bonds, Series 2004B, 5.000%, 6/01/23 – SYNCORA GTY Insured
6/14 at 100.00
 
A+
   
535,380
 
 
1,000
 
Puerto Rico Aqueduct and Sewerage Authority, Revenue Bonds, Senior Lien Series 2008A, 6.000%, 7/01/44
7/18 at 100.00
 
Baa2
   
1,061,260
 
 
1,325
 
Raleigh, North Carolina, Combined Enterprise System Revenue Bonds, Refunding Series 2012A, 5.000%, 3/01/31
3/22 at 100.00
 
AAA
   
1,582,779
 
 
500
 
Raleigh, North Carolina, Combined Enterprise System Revenue Bonds, Series 2006A, 5.000%, 3/01/31
3/16 at 100.00
 
AAA
   
554,394
 
 
3,865
 
Winston-Salem, North Carolina, Water and Sewer System Revenue Bonds, Series 2007A, 5.000%, 6/01/37 (UB)
6/17 at 100.00
 
AAA
   
4,307,079
 
 
18,320
 
Total Water and Sewer
         
20,683,686
 
$
145,235
 
Total Investments (cost $140,132,425) – 154.1%
         
150,259,024
 
     
Floating Rate Obligations – (5.3)%
         
(5,195,000
     
MuniFund Term Preferred Shares, at Liquidation Value – (51.1)% (5)
         
(49,835,000
     
Other Assets Less Liabilities – 2.3%
         
2,267,931
 
     
Net Assets Applicable to Common Shares – 100%
       
$
97,496,955
 

(1)
 
All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)
 
Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to peri- odic principal paydowns.
(3)
 
Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.
(4)
 
Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities.
(5)
 
MuniFund Term Preferred Shares, at Liquidation Value as a percentage of Total Investments is 33.2%.
N/R
 
Not rated.
WI/DD
 
Investment, or portion of investment, purchased on a when-issued or delayed delivery basis.
(ETM)
 
Escrowed to maturity.
(UB)
 
Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies, Inverse Floating Rate Securities for more information.
 
See accompanying notes to financial statements.

46
 
Nuveen Investments

 
 

 

   
Nuveen North Carolina Dividend Advantage Municipal Fund
NRB
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Education and Civic Organizations – 8.3% (5.2% of Total Investments)
             
$
750
 
Fayetteville State University, North Carolina, Limited Obligation Revenue Bonds, Student Housing Project, Series 2011, 5.000%, 4/01/43 – AGM Insured
4/21 at 100.00
 
AA–
 
$
805,020
 
 
150
 
North Carolina Capital Facilities Financing Agency, Revenue Bonds, Johnson and Wales University, Series 2003A, 5.000%, 4/01/33 – SYNCORA GTY Insured
4/13 at 100.00
 
N/R
   
151,068
 
 
285
 
University of North Carolina System, Pooled Revenue Refunding Bonds, Series 2002A, 5.375%, 4/01/17 – AMBAC Insured
10/12 at 100.00
 
A+
   
288,981
 
 
1,750
 
University of North Carolina, Chapel Hill, System Net Revenue Bonds, Series 2001A, 5.000%, 12/01/25
12/12 at 100.00
 
Aaa
   
1,756,090
 
 
2,935
 
Total Education and Civic Organizations
         
3,001,159
 
     
Health Care – 28.6% (17.9% of Total Investments)
             
 
590
 
Albemarle Hospital Authority, North Carolina, Health Care Facilities Revenue Bonds, Series 2007, 5.250%, 10/01/38
10/17 at 100.00
 
N/R
   
567,975
 
 
1,000
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Refunding Series 2009A, 5.250%, 1/15/39
1/19 at 100.00
 
AA–
   
1,097,330
 
 
950
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Series 2008A, 5.000%, 1/15/47
1/18 at 100.00
 
AA–
   
997,367
 
 
500
 
Charlotte-Mecklenburg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Refunding Series 2012A, 5.000%, 1/15/43
1/22 at 100.00
 
AA–
   
546,905
 
 
250
 
Johnston Memorial Hospital Authority, North Carolina, Mortgage Revenue Bonds, Johnston Memorial Hospital Project, Series 2008A, 5.250%,
10/01/36 – AGM Insured
4/18 at 100.00
 
AA–
   
272,685
 
 
430
 
Nash Health Care Systems, North Carolina, Health Care Facilities Revenue Bonds, Series 2012, 5.000%, 11/01/41
5/22 at 100.00
 
A
   
455,327
 
 
30
 
New Hanover County, North Carolina, Hospital Revenue Bonds, New Hanover Regional Medical Center, Series 2006B, 5.125%, 10/01/31 – AGM Insured
10/19 at 100.00
 
AA–
   
32,975
 
     
North Carolina Medical Care Commission Health Care Facilities Revenue Bonds Novant Health Inc., Series 2010A:
             
 
1,000
 
5.250%, 11/01/40
11/20 at 100.00
 
AA–
   
1,075,600
 
 
500
 
5.000%, 11/01/43
11/20 at 100.00
 
AA–
   
530,100
 
 
250
 
North Carolina Medical Care Commission, Health Care Facilities Refunding Revenue Bonds, Blue Ridge HealthCare, Series 2010A, 5.000%, 1/01/36
1/20 at 100.00
 
A
   
257,058
 
 
180
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, Appalachian Regional HealthCare System, Series 2011A, 6.500%, 7/01/31
7/21 at 100.00
 
BBB+
   
207,535
 
 
330
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, WakeMed, Series 2009A, 5.625%, 10/01/38 – AGC Insured
10/14 at 100.00
 
AA–
   
343,646
 
 
980
 
North Carolina Medical Care Commission, Healthcare Revenue Bonds, Carolina Medicorp, Series 1996, 5.250%, 5/01/26
11/12 at 100.00
 
AA–
   
981,725
 
 
1,500
 
North Carolina Medical Care Commission, Hospital Revenue Bonds, Southeastern Regional Medical Center, Series 2002, 5.250%, 6/01/22
6/13 at 100.00
 
A
   
1,517,085
 
 
500
 
North Carolina Medical Care Commission, Hospital Revenue Bonds, Wilson Medical Center, Series 2007, 5.000%, 11/01/20
11/17 at 100.00
 
A–
   
547,100
 
 
250
 
North Carolina Medical Care Commission, Revenue Bonds, Blue Ridge Healthcare System, Series 2005, 5.000%, 1/01/33 – FGIC Insured
1/15 at 100.00
 
A
   
253,343
 
 
150
 
Northern Hospital District of Surry County, North Carolina, Health Care Facilities Revenue Bonds, Series 2008, 6.250%, 10/01/38
4/18 at 100.00
 
BBB
   
161,058
 

Nuveen Investments
 
47

 
 

 

   
Nuveen North Carolina Dividend Advantage Municipal Fund (continued)
NRB
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Health Care (continued)
             
$
500
 
Onslow County Hospital Authority, North Carolina, FHA Insured Mortgage Revenue Bonds, Onslow Memorial Hospital Project, Series 2006, 5.000%, 4/01/31 – NPFG Insured
10/16 at 100.00
 
BBB
 
$
524,045
 
 
9,890
 
Total Health Care
         
10,368,859
 
     
Housing/Single Family – 5.3% (3.3% of Total Investments)
             
 
280
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, 1998 Trust Agreement, Series 10A, 5.400%, 7/01/32 – AMBAC Insured (Alternative Minimum Tax)
7/12 at 100.00
 
AA
   
280,274
 
 
225
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 2007-29A, 4.800%, 7/01/33 (Alternative Minimum Tax)
1/17 at 100.00
 
AA
   
230,897
 
 
1,000
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 2011-1, 4.500%, 1/01/28
1/21 at 100.00
 
AA
   
1,075,870
 
 
310
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 25-A, 4.900%, 7/01/37 (Alternative Minimum Tax)
7/16 at 100.00
 
AA
   
317,180
 
 
1,815
 
Total Housing/Single Family
         
1,904,221
 
     
Long-Term Care – 1.8% (1.1% of Total Investments)
             
     
North Carolina Medical Care Commission, Healthcare Facilities Revenue Bonds, Presbyterian Homes, Series 2006:
             
 
200
 
5.400%, 10/01/27
10/16 at 100.00
 
N/R
   
202,292
 
 
300
 
5.500%, 10/01/31
10/16 at 100.00
 
N/R
   
302,850
 
 
150
 
North Carolina Medical Care Commission, Revenue Bonds, Pines at Davidson, Series 2006A, 5.000%, 1/01/36
1/16 at 100.00
 
A–
   
151,734
 
 
650
 
Total Long-Term Care
         
656,876
 
     
Materials – 1.1% (0.7% of Total Investments)
             
 
400
 
Columbus County Industrial Facilities and Pollution Control Financing Authority, North Carolina, Environmental Improvement Revenue Bonds, International Paper Company Project, Series 2007A, 4.625%, 3/01/27
3/17 at 100.00
 
BBB
   
405,388
 
     
Tax Obligation/General – 10.9% (6.8% of Total Investments)
             
 
1,000
 
Durham, North Carolina, General Obligation Bonds, Series 2007, 5.000%, 4/01/21
4/17 at 100.00
 
AAA
   
1,161,100
 
     
North Carolina State, General Obligation Bonds, Series 2004A:
             
 
1,000
 
5.000%, 3/01/18
3/14 at 100.00
 
AAA
   
1,077,110
 
 
1,000
 
5.000%, 3/01/22
3/14 at 100.00
 
AAA
   
1,073,290
 
 
550
 
Wake County, North Carolina, Limited Obligation Bonds, Series 2010, 5.000%, 1/01/37
1/20 at 100.00
 
AA+
   
622,309
 
 
3,550
 
Total Tax Obligation/General
         
3,933,809
 
     
Tax Obligation/Limited – 27.5% (17.2% of Total Investments)
             
 
1,400
 
Charlotte, North Carolina, Certificates of Participation, Governmental Facilities Projects, Series 2003G, 5.375%, 6/01/26
6/13 at 100.00
 
AA+
   
1,459,290
 
 
305
 
Charlotte, North Carolina, Certificates of Participation, Transit Projects Phase 2, Series 2008A, 5.000%, 6/01/33
6/18 at 100.00
 
AA+
   
331,889
 
 
160
 
Craven County, North Carolina, Certificates of Participation, Series 2007, 5.000%, 6/01/23 – NPFG Insured
6/17 at 100.00
 
AA–
   
178,867
 
 
1,250
 
Davidson County, North Carolina, Certificates of Participation, Series 2004, 5.250%, 6/01/21 – AMBAC Insured
6/14 at 100.00
 
Aa3
   
1,356,750
 
 
1,390
 
Durham, North Carolina, Certificates of Participation, Series 2005B, 5.000%, 6/01/25
6/15 at 100.00
 
AA+
   
1,526,818
 
 
135
 
Government of Guam, Business Privilege Tax Bonds, Series 2011A, 5.125%, 1/01/42
1/22 at 100.00
 
A
   
146,483
 
 
50
 
Harnett County, North Carolina, Certificates of Participation, Series 2009, 5.000%, 6/01/28 – AGC Insured
6/19 at 100.00
 
AA–
   
55,390
 

48
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Tax Obligation/Limited (continued)
             
     
Jacksonville Public Facilities Corporation, North Carolina, Limited Obligation Bonds, Series 2012:
             
$
615
 
5.000%, 4/01/30 (WI/DD, Settling 6/01/12)
4/22 at 100.00
 
A+
 
$
700,774
 
 
200
 
5.000%, 4/01/32 (WI/DD, Settling 6/01/12)
4/22 at 100.00
 
A+
   
225,212
 
 
1,500
 
North Carolina Turnpike Authority, Monroe Connector System State Appropriation Bonds, Series 2011, 5.000%, 7/01/41
7/21 at 100.00
 
AA
   
1,693,035
 
 
525
 
Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, First Subordinate Series 2010A, 0.000%, 8/01/35
No Opt. Call
 
A+
   
145,614
 
 
470
 
Raleigh, North Carolina, Certificates of Participation, Downtown Improvement Project, Series 2004B, 5.000%, 6/01/20
6/14 at 100.00
 
AA+
   
504,221
 
 
170
 
Raleigh, North Carolina, Certificates of Participation, Series 2007, 5.000%, 2/01/27
2/17 at 100.00
 
AA+
   
185,890
 
 
150
 
Rutherford County, North Carolina, Certificates of Participation, Series 2007, 5.000%, 12/01/27 – AGM Insured
12/17 at 100.00
 
AA–
   
165,155
 
 
700
 
Sampson County, North Carolina, Certificates of Participation, Series 2006, 5.000%, 6/01/34 – AGM Insured (UB)
6/17 at 100.00
 
AA–
   
744,317
 
 
250
 
Wilmington, North Carolina, Certificates of Participation, Series 2008A, 5.000%, 6/01/29
6/18 at 100.00
 
AA
   
276,763
 
 
250
 
Wilson County, North Carolina, Certificates of Participation, School Facilities Project, Series 2007, 5.000%, 4/01/25 – AMBAC Insured
4/17 at 100.00
 
Aa3
   
271,545
 
 
9,520
 
Total Tax Obligation/Limited
         
9,968,013
 
     
Transportation – 15.2% (9.5% of Total Investments)
             
 
1,000
 
Charlotte, North Carolina, Airport Revenue Bonds, Charlotte Douglas International Refunding Series 2010A, 5.000%, 7/01/39
7/20 at 100.00
 
Aa3
   
1,099,980
 
 
700
 
Charlotte, North Carolina, Airport Revenue Bonds, Charlotte Douglas International, Series
7/21 at 100.00
 
Aa3
   
750,372
 
     
2010B, 5.000%, 7/01/36 (Alternative Minimum Tax)
             
 
360
 
North Carolina State Ports Authority, Port Facilities Revenue Bonds, Senior Lien Series 2010A, 5.250%, 2/01/40
2/20 at 100.00
 
A3
   
394,265
 
 
500
 
North Carolina State Ports Authority, Port Facilities Revenue Bonds, Senior Lien Series 2010B, 5.000%, 2/01/29
2/20 at 100.00
 
A3
   
544,935
 
     
North Carolina Turnpike Authority, Triangle Expressway System Revenue Bonds, Series 2009A:
             
 
140
 
5.000%, 1/01/21 – AGC Insured
1/19 at 100.00
 
AA–
   
163,479
 
 
50
 
5.375%, 1/01/26 – AGC Insured
1/19 at 100.00
 
AA–
   
56,933
 
 
285
 
5.500%, 1/01/29 – AGC Insured
1/19 at 100.00
 
AA–
   
322,452
 
 
275
 
5.750%, 1/01/39 – AGC Insured
1/19 at 100.00
 
AA–
   
310,662
 
     
North Carolina Turnpike Authority, Triangle Expressway System Senior Lien Revenue Bonds, Series 2009B:
             
 
2,300
 
0.000%, 1/01/34 – AGC Insured
No Opt. Call
 
AA–
   
855,508
 
 
175
 
0.000%, 1/01/38 – AGC Insured
No Opt. Call
 
AA–
   
52,999
 
 
300
 
Piedmont Triad Airport Authority, North Carolina, Airport Revenue Bonds, Series 2005A, 5.000%, 7/01/20 – SYNCORA GTY Insured
7/15 at 100.00
 
A–
   
325,650
 
 
550
 
Raleigh Durham Airport Authority, North Carolina, Airport Revenue Bonds, Refunding Series 2010A, 5.000%, 5/01/36
5/20 at 100.00
 
Aa3
   
613,646
 
 
6,635
 
Total Transportation
         
5,490,881
 
     
U.S. Guaranteed – 10.3% (6.4% of Total Investments) (4)
             
 
100
 
Charlotte-Mecklenburg Hospital Authority, North Carolina, Healthcare System Revenue Bonds, DBA Carolinas Healthcare System, Series 2005A, 5.000%, 1/15/45 (Pre-refunded 1/15/15)
1/15 at 100.00
 
AA+ (4)
   
111,995
 
 
500
 
Greensboro, North Carolina, Combined Enterprise System Revenue Bonds, Series 2005A, 5.000%, 6/01/25 (Pre-refunded 6/01/15)
6/15 at 100.00
 
AAA
   
568,200
 

Nuveen Investments
 
49

 
 

 

 
 
Nuveen North Carolina Dividend Advantage Municipal Fund (continued)
NRB
 
Portfolio of Investments
    May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
U.S. Guaranteed (4) (continued)
             
$
745
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Refunding Bonds, Series 1993B, 5.500%, 1/01/17 (Pre-refunded 7/01/12) – FGIC Insured
7/12 at 100.00
 
A– (4)
 
$
748,293
 
 
300
 
North Carolina Medical Care Commission, Revenue Bonds, Northeast Medical Center, Series 2004, 5.000%, 11/01/24 (Pre-refunded 11/01/14)
11/14 at 100.00
 
N/R (4)
   
332,271
 
     
University of North Carolina System, Pooled Revenue Refunding Bonds, Series 2002A:
             
 
1,020
 
5.375%, 4/01/17 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
N/R (4)
   
1,037,768
 
 
910
 
5.375%, 4/01/17 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
N/R (4)
   
925,789
 
 
3,575
 
Total U.S. Guaranteed
         
3,724,316
 
     
Utilities – 7.6% (4.7% of Total Investments)
             
 
500
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2005, 5.250%, 1/01/20 – AMBAC Insured
1/16 at 100.00
 
A–
   
569,770
 
 
525
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2012A, 5.000%, 1/01/25
7/22 at 100.00
 
A–
   
617,017
 
 
25
 
North Carolina Municipal Power Agency 1, Catawba Electric Revenue Bonds, Refunding Series 2009A, 5.000%, 1/01/30
1/19 at 100.00
 
A
   
27,628
 
 
1,500
 
Wake County Industrial Facilities and Pollution Control Financing Authority, North Carolina,
2/13 at 100.50
 
A1
   
1,520,490
 
     
Revenue Refunding Bonds, Carolina Power and Light Company, Series 2002, 5.375%, 2/01/17
             
 
2,550
 
Total Utilities
         
2,734,905
 
     
Water and Sewer – 43.5% (27.2% of Total Investments)
             
 
100
 
Brunswick County, North Carolina, Enterprise System Revenue Bonds, Series 2008A, 5.000%, 4/01/31 – AGM Insured
4/18 at 100.00
 
AA–
   
111,220
 
 
505
 
Cape Fear Public Utility Authority, North Carolina, Water & Sewer System Revenue Bonds, Series 2008, 5.000%, 8/01/35
8/18 at 100.00
 
AA
   
576,594
 
 
1,000
 
Charlotte, North Carolina, Water and Sewerage System Revenue Bonds, Series 2008, 5.000%, 7/01/38
7/18 at 100.00
 
AAA
   
1,134,390
 
 
250
 
Dare County, North Carolina, Utilities System Revenue Bonds, Series 2011, 5.000%, 2/01/41
2/21 at 100.00
 
AA
   
279,698
 
 
1,500
 
Durham, North Carolina, Utility System Revenue Bonds, Refunding Series 2011, 5.000%, 6/01/41
6/21 at 100.00
 
AAA
   
1,709,070
 
 
700
 
Oak Island, North Carolina, Enterprise System Revenue Bonds, Series 2009A, 6.000%, 6/01/34 – AGC Insured
6/19 at 100.00
 
AA–
   
806,176
 
 
400
 
Onslow County, North Carolina, Combined Enterprise System Revenue Bonds, Series 2004B, 5.000%, 6/01/23 – SYNCORA GTY Insured
6/14 at 100.00
 
A+
   
428,304
 
 
550
 
Puerto Rico Aqueduct and Sewerage Authority, Revenue Bonds, Senior Lien Series 2008A, 6.000%, 7/01/44
7/18 at 100.00
 
Baa2
   
583,693
 
 
275
 
Raleigh, North Carolina, Combined Enterprise System Revenue Bonds, Refunding Series 2012A, 5.000%, 3/01/30
3/22 at 100.00
 
AAA
   
330,061
 

50
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Water and Sewer (continued)
             
     
Raleigh, North Carolina, Combined Enterprise System Revenue Bonds, Series 2006A:
             
$
4,440
 
5.000%, 3/01/31 (UB)
3/16 at 100.00
 
AAA
 
$
4,923,028
 
 
3,000
 
5.000%, 3/01/36 (UB)
3/16 at 100.00
 
AAA
   
3,326,370
 
 
5
 
Raleigh, North Carolina, Combined Enterprise System Bonds, Series 2006A, Residuals Series 11-R-645-2, 13.726%, 3/01/14 (IF)
No Opt. Call
 
AAA
   
6,631
 
 
1,385
 
Winston-Salem, North Carolina, Water and Sewer System Revenue Bonds, Series 2007A, 5.000%, 6/01/37 (UB)
6/17 at 100.00
 
AAA
   
1,543,416
 
 
14,110
 
Total Water and Sewer
         
15,758,651
 
$
55,630
 
Total Investments (cost $53,977,608) – 160.1%
         
57,947,078
 
     
Floating Rate Obligations – (17.2)%
         
(6,235,000
     
MuniFund Term Preferred Shares, at Liquidation Value – (45.9)% (5)
         
(16,600,000
     
Other Assets Less Liabilities – 3.0%
         
1,088,703
 
     
Net Assets Applicable to Common Shares – 100%
       
$
36,200,781
 
 
(1)
 
All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)
 
Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to periodic principal paydowns.
(3)
 
Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.
(4)
 
Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities.
(5)
 
MuniFund Term Preferred Shares, at Liquidation Value as a percentage of Total Investments is 28.6%.
N/R
 
Not rated.
WI/DD
 
Investment, or portion of investment, purchased on a when-issued or delayed delivery basis.
(IF)
 
Inverse floating rate investment.
(UB)
 
Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies, Inverse Floating Rate Securities for more information.
 
 See accompanying notes to financial statements.

Nuveen Investments
 
51
 
 

 

   
Nuveen North Carolina Dividend Advantage Municipal Fund 2
NNO
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Education and Civic Organizations – 4.6% (2.9% of Total Investments)
             
$
800
 
North Carolina Capital Facilities Financing Agency, Revenue Bonds, Johnson and Wales University, Series 2003A, 5.000%, 4/01/33 – SYNCORA GTY Insured
4/13 at 100.00
 
N/R
 
$
805,696
 
 
1,000
 
University of North Carolina System, Pooled Revenue Bonds, Series 2005A, 5.000%, 4/01/22 – AMBAC Insured
4/15 at 100.00
 
A+
   
1,093,940
 
 
500
 
University of North Carolina Wilmington, Certificates of Participation, Student Housing Project Revenue Bonds, Series 2006, 5.000%, 6/01/21 – FGIC Insured
6/16 at 100.00
 
A–
   
546,720
 
 
250
 
University of North Carolina, Charlotte, Certificates of Participation, Student Housing Project, Series 2005, 5.000%, 3/01/21 – AMBAC Insured
3/15 at 100.00
 
A
   
268,670
 
 
2,550
 
Total Education and Civic Organizations
         
2,715,026
 
     
Health Care – 34.3% (22.0% of Total Investments)
             
 
1,065
 
Albemarle Hospital Authority, North Carolina, Health Care Facilities Revenue Bonds, Series 2007, 5.250%, 10/01/38
10/17 at 100.00
 
N/R
   
1,025,244
 
 
750
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Refunding Series 2009A, 5.250%, 1/15/39
1/19 at 100.00
 
AA–
   
822,998
 
 
500
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Series 2008A, 5.000%, 1/15/47
1/18 at 100.00
 
AA–
   
524,930
 
 
1,000
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Series 2011A, 5.250%, 1/15/42
1/21 at 100.00
 
AA–
   
1,118,580
 
 
1,500
 
Charlotte-Mecklenburg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Refunding Series 2012A, 5.000%, 1/15/43 (WI/DD, Settling 6/01/12)
1/22 at 100.00
 
AA–
   
1,640,715
 
 
500
 
Johnston Memorial Hospital Authority, North Carolina, Mortgage Revenue Bonds, Johnston Memorial Hospital Project, Series 2008A, 5.250%,
10/01/36 – AGM Insured
4/18 at 100.00
 
AA–
   
545,370
 
 
430
 
Nash Health Care Systems, North Carolina, Health Care Facilities Revenue Bonds, Series 2012, 5.000%, 11/01/41
5/22 at 100.00
 
A
   
455,327
 
 
120
 
New Hanover County, North Carolina, Hospital Revenue Bonds, New Hanover Regional Medical Center, Series 2006B, 5.125%, 10/01/31 – AGM Insured
10/19 at 100.00
 
AA–
   
131,899
 
     
North Carolina Medical Care Commission Health Care Facilities Revenue Bonds Novant Health Inc., Series 2010A:
             
 
1,250
 
5.250%, 11/01/40
11/20 at 100.00
 
AA–
   
1,344,500
 
 
1,000
 
5.000%, 11/01/43
11/20 at 100.00
 
AA–
   
1,060,200
 
 
1,000
 
North Carolina Medical Care Commission, Health Care Facilities Refunding Revenue Bonds, Blue Ridge HealthCare, Series 2010A, 5.000%, 1/01/36
1/20 at 100.00
 
A
   
1,028,230
 
 
500
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, Appalachian Regional HealthCare System, Series 2011A, 6.500%, 7/01/31
7/21 at 100.00
 
BBB+
   
576,485
 
 
680
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, Cleveland County Healthcare System, Refunding Series 2011A, 5.750%, 1/01/35
1/21 at 100.00
 
A
   
750,890
 
 
455
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, WakeMed, Series 2009A, 5.625%, 10/01/38 – AGC Insured
10/14 at 100.00
 
AA–
   
473,814
 
 
2,000
 
North Carolina Medical Care Commission, Healthcare Facilities Revenue Bonds, Novant Health Obligated Group, Series 2003A, 5.000%, 11/01/20
11/13 at 100.00
 
AA–
   
2,089,320
 
     
North Carolina Medical Care Commission, Hospital Revenue Bonds, Southeastern Regional Medical Center, Series 2002:
             
 
1,000
 
5.500%, 6/01/15
6/13 at 100.00
 
A
   
1,013,070
 
 
2,100
 
5.250%, 6/01/22
6/13 at 100.00
 
A
   
2,123,919
 
 
925
 
North Carolina Medical Care Commission, Hospital Revenue Bonds, Wilson Medical Center, Series 2007, 5.000%, 11/01/27
11/17 at 100.00
 
A–
   
965,358
 

52
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Health Care (continued)
             
$
1,250
 
North Carolina Medical Care Commission, Revenue Bonds, Blue Ridge Healthcare System, Series 2005, 5.000%, 1/01/33 – FGIC Insured
1/15 at 100.00
 
A
 
$
1,266,713
 
     
North Carolina Medical Care Commission, Revenue Bonds, Cleveland County Healthcare System, Series 2004A:
             
 
595
 
5.250%, 7/01/20 – AMBAC Insured
7/14 at 100.00
 
A
   
623,917
 
 
500
 
5.250%, 7/01/22 – AMBAC Insured
7/14 at 100.00
 
A
   
520,590
 
 
150
 
Northern Hospital District of Surry County, North Carolina, Health Care Facilities Revenue Bonds, Series 2008, 6.250%, 10/01/38
4/18 at 100.00
 
BBB
   
161,058
 
 
19,270
 
Total Health Care
         
20,263,127
 
     
Housing/Single Family – 3.1% (2.0% of Total Investments)
             
 
245
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, 1998 Trust Agreement, Series 10A, 5.400%, 7/01/32 – AMBAC Insured (Alternative Minimum Tax)
7/12 at 100.00
 
AA
   
245,240
 
     
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 13A:
             
 
495
 
4.700%, 7/01/12 (Alternative Minimum Tax)
No Opt. Call
 
AA
   
496,361
 
 
475
 
4.850%, 7/01/13 (Alternative Minimum Tax)
No Opt. Call
 
AA
   
476,116
 
 
100
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 2011-1, 4.500%, 1/01/28
1/21 at 100.00
 
AA
   
107,587
 
 
485
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 25-A, 4.900%, 7/01/37 (Alternative Minimum Tax)
7/16 at 100.00
 
AA
   
496,233
 
 
1,800
 
Total Housing/Single Family
         
1,821,537
 
     
Long-Term Care – 1.8% (1.1% of Total Investments)
             
     
North Carolina Medical Care Commission, Healthcare Facilities Revenue Bonds, Presbyterian Homes, Series 2006:
             
 
250
 
5.400%, 10/01/27
10/16 at 100.00
 
N/R
   
252,865
 
 
600
 
5.500%, 10/01/31
10/16 at 100.00
 
N/R
   
605,700
 
 
185
 
North Carolina Medical Care Commission, Revenue Bonds, Pines at Davidson, Series 2006A, 5.000%, 1/01/36
1/16 at 100.00
 
A–
   
187,139
 
 
1,035
 
Total Long-Term Care
         
1,045,704
 
     
Materials – 0.5% (0.3% of Total Investments)
             
 
300
 
Columbus County Industrial Facilities and Pollution Control Financing Authority, North Carolina, Environmental Improvement Revenue Bonds, International Paper Company Project, Series 2007A, 4.625%, 3/01/27
3/17 at 100.00
 
BBB
   
304,041
 
     
Tax Obligation/General – 9.7% (6.2% of Total Investments)
             
 
1,475
 
Durham, North Carolina, General Obligation Bonds, Series 2007, 5.000%, 4/01/22
4/17 at 100.00
 
AAA
   
1,731,429
 
 
1,050
 
Forsyth County, North Carolina, General Obligation Bonds, Limited Obligation Series 2009, 5.000%, 4/01/30
4/20 at 100.00
 
AA+
   
1,205,463
 
 
500
 
North Carolina State, General Obligation Bonds, Series 2004A, 5.000%, 3/01/22
3/14 at 100.00
 
AAA
   
536,645
 
 
2,000
 
Wake County, North Carolina, Limited Obligation Bonds, Series 2010, 5.000%, 1/01/37
1/20 at 100.00
 
AA+
   
2,262,940
 
 
5,025
 
Total Tax Obligation/General
         
5,736,477
 
     
Tax Obligation/Limited – 29.9% (19.1% of Total Investments)
             
 
1,750
 
Charlotte, North Carolina, Certificates of Participation, Governmental Facilities Projects, Series 2003G, 5.000%, 6/01/28
6/13 at 100.00
 
AA+
   
1,809,500
 
 
575
 
Charlotte, North Carolina, Certificates of Participation, Transit Projects Phase 2, Series 2008A, 5.000%, 6/01/33
6/18 at 100.00
 
AA+
   
625,692
 
 
1,850
 
Charlotte, North Carolina, Storm Water Fee Revenue Bonds, Series 2002, 5.250%, 6/01/18
6/13 at 100.00
 
AAA
   
1,875,678
 
 
800
 
Craven County, North Carolina, Certificates of Participation, Series 2007, 5.000%, 6/01/27 – NPFG Insured
6/17 at 100.00
 
AA–
   
873,968
 

Nuveen Investments
 
53

 
 

 

   
Nuveen North Carolina Dividend Advantage Municipal Fund 2 (continued)
NNO
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Tax Obligation/Limited (continued)
             
$
265
 
Government of Guam, Business Privilege Tax Bonds, Series 2011A, 5.125%, 1/01/42
1/22 at 100.00
 
A
 
$
287,541
 
 
500
 
Harnett County, North Carolina, Certificates of Participation, Series 2009, 5.000%, 6/01/29 – AGC Insured
6/19 at 100.00
 
AA–
   
550,280
 
     
Jacksonville Public Facilities Corporation, North Carolina, Limited Obligation Bonds, Series 2012:
             
 
550
 
5.000%, 4/01/30 (WI/DD, Settling 6/01/12)
4/22 at 100.00
 
A+
   
626,709
 
 
300
 
5.000%, 4/01/31 (WI/DD, Settling 6/01/12)
4/22 at 100.00
 
A+
   
340,224
 
 
715
 
Lee County, North Carolina, Certificates of Participation, Public Schools and Community College, Series 2004, 5.250%, 4/01/20 – AGM Insured
4/14 at 100.00
 
AA–
   
758,844
 
 
1,750
 
North Carolina Turnpike Authority, Monroe Connector System State Appropriation Bonds, Series 2011, 5.000%, 7/01/41
7/21 at 100.00
 
AA
   
1,975,208
 
 
1,380
 
Pasquotank County, North Carolina, Certificates of Participation, Series 2004, 5.000%, 6/01/25 – NPFG Insured
6/14 at 100.00
 
A
   
1,428,410
 
 
2,625
 
Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, First Subordinate Series 2010A, 0.000%, 8/01/35
No Opt. Call
 
A+
   
728,070
 
     
Raleigh, North Carolina, Certificates of Participation, Downtown Improvement Project, Series 2004B:
             
 
805
 
5.000%, 6/01/20
6/14 at 100.00
 
AA+
   
863,612
 
 
1,310
 
5.000%, 6/01/21
6/14 at 100.00
 
AA+
   
1,402,696
 
 
115
 
Raleigh, North Carolina, Certificates of Participation, Series 2007, 5.000%, 2/01/27
2/17 at 100.00
 
AA+
   
125,749
 
 
1,000
 
Randolph County, North Carolina, Certificates of Participation, Series 2004, 5.000%, 6/01/20 –
6/14 at 102.00
 
AA–
   
1,078,840
 
     
AGM Insured
             
 
100
 
Rutherford County, North Carolina, Certificates of Participation, Series 2007, 5.000%, 12/01/27 – AGM Insured
12/17 at 100.00
 
AA–
   
110,103
 
 
1,150
 
Sampson County, North Carolina, Certificates of Participation, Series 2006, 5.000%, 6/01/34 – AGM Insured (UB)
6/17 at 100.00
 
AA–
   
1,222,807
 
 
500
 
Wilmington, North Carolina, Certificates of Participation, Series 2008A, 5.000%, 6/01/29
6/18 at 100.00
 
AA
   
553,525
 
 
400
 
Wilson County, North Carolina, Certificates of Participation, School Facilities Project, Series 2007, 5.000%, 4/01/25 – AMBAC Insured
4/17 at 100.00
 
Aa3
   
434,472
 
 
18,440
 
Total Tax Obligation/Limited
         
17,671,928
 
     
Transportation – 14.3% (9.2% of Total Investments)
             
 
1,000
 
Charlotte, North Carolina, Airport Revenue Bonds, Charlotte Douglas International Refunding Series 2010A, 5.000%, 7/01/39
7/20 at 100.00
 
Aa3
   
1,099,980
 
 
1,935
 
Charlotte, North Carolina, Airport Revenue Bonds, Series 2004A, 5.000%, 7/01/34 – NPFG Insured
7/14 at 100.00
 
Aa3
   
2,061,027
 
 
660
 
North Carolina State Ports Authority, Port Facilities Revenue Bonds, Senior Lien Series 2010A, 5.250%, 2/01/40
2/20 at 100.00
 
A3
   
722,819
 
     
North Carolina Turnpike Authority, Triangle Expressway System Revenue Bonds, Series 2009A:
             
 
90
 
5.375%, 1/01/26 – AGC Insured
1/19 at 100.00
 
AA–
   
102,479
 
 
220
 
5.500%, 1/01/29 – AGC Insured
1/19 at 100.00
 
AA–
   
248,910
 
 
430
 
5.750%, 1/01/39 – AGC Insured
1/19 at 100.00
 
AA–
   
485,762
 
     
North Carolina Turnpike Authority, Triangle Expressway System Senior Lien Revenue Bonds, Series 2009B:
             
 
150
 
0.000%, 1/01/31 – AGC Insured
No Opt. Call
 
AA–
   
65,427
 
 
125
 
0.000%, 1/01/33 – AGC Insured
No Opt. Call
 
AA–
   
48,871
 
 
50
 
0.000%, 1/01/35 – AGC Insured
No Opt. Call
 
AA–
   
17,808
 
 
5,600
 
0.000%, 1/01/37 – AGC Insured
No Opt. Call
 
AA–
   
1,785,616
 
 
350
 
0.000%, 1/01/38 – AGC Insured
No Opt. Call
 
AA–
   
105,998
 
 
435
 
Piedmont Triad Airport Authority, North Carolina, Airport Revenue Bonds, Series 2005A, 5.000%, 7/01/20 – SYNCORA GTY Insured
7/15 at 100.00
 
A–
   
472,193
 
 
1,100
 
Raleigh Durham Airport Authority, North Carolina, Airport Revenue Bonds, Refunding Series 2010A, 5.000%, 5/01/36
5/20 at 100.00
 
Aa3
   
1,227,292
 
 
12,145
 
Total Transportation
         
8,444,182
 

54
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
U.S. Guaranteed – 19.6% (12.5% of Total Investments) (4)
             
     
Appalachian State University, North Carolina, Housing and Student Center System Revenue Refunding Bonds, Series 2002:
             
$
1,040
 
5.000%, 7/15/14 (Pre-refunded 7/15/12) – NPFG Insured
7/12 at 100.00
 
Aa2 (4)
 
$
1,046,146
 
 
1,000
 
5.000%, 7/15/15 (Pre-refunded 7/15/12) – NPFG Insured
7/12 at 100.00
 
Aa2 (4)
   
1,005,910
 
 
30
 
Cabarrus County, North Carolina, Certificates of Participation, Series 2002, 5.250%, 2/01/16 (Pre-refunded 2/01/13)
2/13 at 100.00
 
AA (4)
   
31,011
 
 
200
 
Charlotte-Mecklenburg Hospital Authority, North Carolina, Healthcare System Revenue Bonds, DBA Carolinas Healthcare System, Series 2005A, 5.000%, 1/15/45 (Pre-refunded 1/15/15)
1/15 at 100.00
 
AA+ (4)
   
223,990
 
     
Hartnett County, North Carolina, Certificates of Participation, Series 2002:
             
 
1,000
 
5.250%, 12/01/15 (Pre-refunded 12/01/12) – AGM Insured
12/12 at 101.00
 
AA– (4)
   
1,035,430
 
 
1,525
 
5.375%, 12/01/16 (Pre-refunded 12/01/12) – AGM Insured
12/12 at 101.00
 
AA– (4)
   
1,579,992
 
     
North Carolina Eastern Municipal Power Agency, Power System Revenue Refunding Bonds, Series 1993B:
             
 
745
 
5.500%, 1/01/17 (Pre-refunded 7/01/12) – FGIC Insured
7/12 at 100.00
 
A– (4)
   
748,293
 
 
15
 
5.500%, 1/01/21 (Pre-refunded 7/01/12)
7/12 at 100.00
 
A– (4)
   
15,066
 
 
500
 
North Carolina Medical Care Commission, Revenue Bonds, Northeast Medical Center, Series 2004, 5.000%, 11/01/24 (Pre-refunded 11/01/14)
11/14 at 100.00
 
N/R (4)
   
553,785
 
 
2,070
 
Pitt County, North Carolina, Certificates of Participation, School Facilities Project, Series
4/14 at 100.00
 
AA (4)
   
2,245,536
 
     
2004B, 5.000%, 4/01/29 (Pre-refunded 4/01/14) – AMBAC Insured Raleigh, North Carolina, Combined Enterprise System Revenue Bonds, Series 2004:
             
 
1,000
 
5.000%, 3/01/21 (Pre-refunded 3/01/14)
3/14 at 100.00
 
AAA
   
1,080,170
 
 
1,250
 
5.000%, 3/01/22 (Pre-refunded 3/01/14)
3/14 at 100.00
 
AAA
   
1,350,213
 
 
130
 
University of North Carolina System, Pooled Revenue Bonds, Series 2002B, 5.375%, 4/01/19 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
A+ (4)
   
132,261
 
 
505
 
University of North Carolina System, Pooled Revenue Refunding Bonds, Series 2002A, 5.375%, 4/01/19 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
N/R (4)
   
513,762
 
 
11,010
 
Total U.S. Guaranteed
         
11,561,565
 
     
Utilities – 7.5% (4.8% of Total Investments)
             
 
500
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2005, 5.250%, 1/01/20 – AMBAC Insured
1/16 at 100.00
 
A–
   
569,770
 
 
800
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2012A, 5.000%, 1/01/25
7/22 at 100.00
 
A–
   
940,216
 
 
225
 
North Carolina Municipal Power Agency 1, Catawba Electric Revenue Bonds, Refunding Series 2009A, 5.000%, 1/01/30
1/19 at 100.00
 
A
   
248,652
 
 
2,600
 
Wake County Industrial Facilities and Pollution Control Financing Authority, North Carolina,
2/13 at 100.50
 
A1
   
2,635,516
 
     
Revenue Refunding Bonds, Carolina Power and Light Company, Series 2002, 5.375%, 2/01/17
             
 
4,125
 
Total Utilities
         
4,394,154
 
     
Water and Sewer – 31.2% (19.9% of Total Investments)
             
 
500
 
Brunswick County, North Carolina, Enterprise System Revenue Bonds, Series 2008A, 5.000%, 4/01/31 – AGM Insured
4/18 at 100.00
 
AA–
   
556,100
 
 
500
 
Cape Fear Public Utility Authority, North Carolina, Water & Sewer System Revenue Bonds, Series 2008, 5.000%, 8/01/35
8/18 at 100.00
 
AA
   
570,885
 
 
1,520
 
Charlotte, North Carolina, Water and Sewerage System Revenue Bonds, Series 2002A, 5.250%, 7/01/13
No Opt. Call
 
AAA
   
1,603,448
 
 
500
 
Dare County, North Carolina, Utilities System Revenue Bonds, Series 2011, 5.000%, 2/01/41
2/21 at 100.00
 
AA
   
559,395
 
 
1,000
 
Durham County, North Carolina, Enterprise System Revenue Bonds, Series 2002, 5.000%, 6/01/23 – NPFG Insured
6/13 at 100.00
 
AA
   
1,036,970
 
 
3,050
 
Durham, North Carolina, Utility System Revenue Bonds, Refunding Series 2011, 5.000%, 6/01/41
6/21 at 100.00
 
AAA
   
3,475,109
 
 
610
 
Oak Island, North Carolina, Enterprise System Revenue Bonds, Series 2008A, 5.000%, 6/01/23 – NPFG Insured
6/18 at 100.00
 
A2
   
677,314
 

Nuveen Investments
 
55

 
 

 

   
Nuveen North Carolina Dividend Advantage Municipal Fund 2 (continued)
NNO
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Water and Sewer (continued)
             
$
700
 
Oak Island, North Carolina, Enterprise System Revenue Bonds, Series 2009A, 6.000%, 6/01/34 – AGC Insured
6/19 at 100.00
 
AA–
 
$
806,176
 
 
500
 
Oak Island, North Carolina, Enterprise System Revenue Bonds, Series 2011, 5.750%, 6/01/36 – AGC Insured
6/21 at 100.00
 
AA–
   
580,555
 
 
275
 
Raleigh, North Carolina, Combined Enterprise System Revenue Bonds, Refunding Series 2012A, 5.000%, 3/01/30
3/22 at 100.00
 
AAA
   
330,066
 
     
Raleigh, North Carolina, Combined Enterprise System Revenue Bonds, Series 2006A:
             
 
3,095
 
5.000%, 3/01/31 (UB)
3/16 at 100.00
 
AAA
   
3,431,705
 
 
975
 
5.000%, 3/01/36 (UB)
3/16 at 100.00
 
AAA
   
1,081,070
 
 
40
 
Raleigh, North Carolina, Combined Enterprise System Bonds, Series 2006A, Residuals Series 11-R-645-2, 13.424%, 3/01/14 (IF)
No Opt. Call
 
AAA
   
53,052
 
 
1,000
 
Wilmington, North Carolina, Water and Sewer Revenue Bonds, Series 2005, 5.000%, 6/01/25 – AGM Insured
6/15 at 100.00
 
AA
   
1,101,825
 
 
2,275
 
Winston-Salem, North Carolina, Water and Sewer System Revenue Bonds, Series 2007A, 5.000%, 6/01/37 (UB)
6/17 at 100.00
 
AAA
   
2,535,215
 
 
16,540
 
Total Water and Sewer
         
18,398,885
 
$
92,240
 
Total Investments (cost $86,112,494) – 156.5%
         
92,356,626
 
     
Floating Rate Obligations – (8.1)%
         
(4,805,000
     
MuniFund Term Preferred Shares, at Liquidation Value – (50.3)% (5)
         
(29,700,000
     
Other Assets Less Liabilities – 1.9%
         
1,162,649
 
     
Net Assets Applicable to Common Shares – 100%
       
$
59,014,275
 
 
(1)
 
All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)
 
Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to periodic principal paydowns.
(3)
 
Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.
(4)
 
Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities.
 (5)   MuniFund Term Preferred Shares, at Liquidation Value as a percentage of Total Investments is 32.2%.
N/R
 
Not rated.
WI/DD
 
Investment, or portion of investment, purchased on a when-issued or delayed delivery basis.
(IF)
 
Inverse floating rate investment.
(UB)
 
Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies, Inverse Floating Rate Securities for more information.
 
 See accompanying notes to financial statements.

56
 
Nuveen Investments

 
 

 

   
Nuveen North Carolina Dividend Advantage Municipal Fund 3
NII
 
Portfolio of Investments
   
May 31, 2012
 
 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Consumer Staples – 3.3% (2.1% of Total Investments)
             
$
2,000
 
Puerto Rico, The Children’s Trust Fund, Tobacco Settlement Asset-Backed Refunding Bonds, Series 2002, 5.500%, 5/15/39
11/12 at 100.00
 
BBB+
 
$
1,994,360
 
     
Education and Civic Organizations – 3.4% (2.1% of Total Investments)
             
 
30
 
Appalachian State University, North Carolina, Revenue Bonds, Series 2005, 5.250%, 7/15/17 – NPFG Insured
No Opt. Call
 
Aa2
   
35,927
 
 
750
 
Fayetteville State University, North Carolina, Limited Obligation Revenue Bonds, Student Housing Project, Series 2011, 5.000%, 4/01/43 – AGM Insured
4/21 at 100.00
 
AA–
   
805,020
 
 
200
 
North Carolina Capital Facilities Financing Agency, Revenue Bonds, Johnson and Wales University, Series 2003A, 5.000%, 4/01/33 – SYNCORA GTY Insured
4/13 at 100.00
 
N/R
   
201,424
 
 
440
 
University of North Carolina System, Pooled Revenue Refunding Bonds, Series 2002A, 5.000%, 4/01/27 – AMBAC Insured
10/12 at 100.00
 
A+
   
447,040
 
 
500
 
University of North Carolina Wilmington, Certificates of Participation, Student Housing Project Revenue Bonds, Series 2006, 5.000%, 6/01/21 – FGIC Insured
6/16 at 100.00
 
A–
   
546,720
 
 
1,920
 
Total Education and Civic Organizations
         
2,036,131
 
     
Health Care – 28.5% (18.2% of Total Investments)
             
     
Albemarle Hospital Authority, North Carolina, Health Care Facilities Revenue Bonds, Series 2007:
             
 
695
 
5.250%, 10/01/27
10/17 at 100.00
 
N/R
   
698,795
 
 
70
 
5.250%, 10/01/38
10/17 at 100.00
 
N/R
   
67,387
 
 
500
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Refunding Series 2009A, 5.250%, 1/15/39
1/19 at 100.00
 
AA–
   
548,665
 
 
1,200
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Series 2008A, 5.000%, 1/15/47
1/18 at 100.00
 
AA–
   
1,259,832
 
 
1,000
 
Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Series 2011A, 5.250%, 1/15/42
1/21 at 100.00
 
AA–
   
1,118,580
 
 
1,500
 
Charlotte-Mecklenburg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Refunding Series 2012A, 5.000%, 1/15/43 (WI/DD, Settling 6/01/12)
1/22 at 100.00
 
AA–
   
1,640,715
 
 
520
 
Johnston Memorial Hospital Authority, North Carolina, Mortgage Revenue Bonds, Johnston Memorial Hospital Project, Series 2008A, 5.250%,
10/01/36 – AGM Insured
4/18 at 100.00
 
AA–
   
567,185
 
 
430
 
Nash Health Care Systems, North Carolina, Health Care Facilities Revenue Bonds, Series 2012, 5.000%, 11/01/41
5/22 at 100.00
 
A
   
455,327
 
 
180
 
New Hanover County, North Carolina, Hospital Revenue Bonds, New Hanover Regional Medical Center, Series 2006B, 5.125%, 10/01/31 – AGM Insured
10/19 at 100.00
 
AA–
   
197,849
 
     
North Carolina Medical Care Commission Health Care Facilities Revenue Bonds Novant Health Inc., Series 2010A:
             
 
2,000
 
5.250%, 11/01/40
11/20 at 100.00
 
AA–
   
2,151,200
 
 
500
 
5.000%, 11/01/43
11/20 at 100.00
 
AA–
   
530,100
 
 
1,000
 
North Carolina Medical Care Commission, Health Care Facilities Refunding Revenue Bonds, Blue Ridge HealthCare, Series 2010A, 5.000%, 1/01/36
1/20 at 100.00
 
A
   
1,028,230
 
 
1,000
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, Appalachian Regional HealthCare System, Series 2011A, 6.500%, 7/01/31
7/21 at 100.00
 
BBB+
   
1,152,970
 
 
1,000
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, Cleveland County Healthcare System, Refunding Series 2011A, 5.750%, 1/01/35
1/21 at 100.00
 
A
   
1,104,250
 
 
545
 
North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds, WakeMed, Series 2009A, 5.625%, 10/01/38 – AGC Insured
10/14 at 100.00
 
AA–
   
567,536
 
 
2,000
 
North Carolina Medical Care Commission, Healthcare Facilities Revenue Bonds, Novant Health Obligated Group, Series 2003A, 5.000%, 11/01/18
11/13 at 100.00
 
AA–
   
2,103,460
 
 
1,000
 
North Carolina Medical Care Commission, Hospital Revenue Bonds, Wilson Medical Center, Series 2007, 5.000%, 11/01/27
11/17 at 100.00
 
A–
   
1,043,630
 

Nuveen Investments
 
57

 
 

 

   
Nuveen North Carolina Dividend Advantage Municipal Fund 3 (continued)
NII
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Health Care (continued)
             
$
400
 
North Carolina Medical Care Commission, Revenue Bonds, Blue Ridge Healthcare System, Series 2005, 5.000%, 1/01/33 – FGIC Insured
1/15 at 100.00
 
A
 
$
405,348
 
 
150
 
Northern Hospital District of Surry County, North Carolina, Health Care Facilities Revenue Bonds, Series 2008, 6.250%, 10/01/38
4/18 at 100.00
 
BBB
   
161,058
 
 
495
 
Onslow County Hospital Authority, North Carolina, FHA Insured Mortgage Revenue Bonds, Onslow Memorial Hospital Project, Series 2006, 5.000%, 4/01/31 – NPFG Insured
10/16 at 100.00
 
BBB
   
518,805
 
 
16,185
 
Total Health Care
         
17,320,922
 
     
Housing/Multifamily – 1.8% (1.1% of Total Investments)
             
 
1,000
 
Mecklenburg County, North Carolina, FNMA Multifamily Housing Revenue Bonds, Little Rock Apartments, Series 2003, 5.150%, 1/01/22 (Alternative Minimum Tax)
7/13 at 105.00
 
AA+
   
1,067,140
 
     
Housing/Single Family – 3.3% (2.1% of Total Investments)
             
 
445
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 2007-29A, 4.800%, 7/01/33 (Alternative Minimum Tax)
1/17 at 100.00
 
AA
   
456,663
 
 
1,000
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 2011-1, 4.500%, 1/01/28
1/21 at 100.00
 
AA
   
1,075,870
 
 
480
 
North Carolina Housing Finance Agency, Home Ownership Revenue Bonds, Series 25-A, 4.900%, 7/01/37 (Alternative Minimum Tax)
7/16 at 100.00
 
AA
   
491,117
 
 
1,925
 
Total Housing/Single Family
         
2,023,650
 
     
Long-Term Care – 1.7% (1.1% of Total Investments)
             
     
North Carolina Medical Care Commission, Healthcare Facilities Revenue Bonds, Presbyterian Homes, Series 2006:
             
 
250
 
5.400%, 10/01/27
10/16 at 100.00
 
N/R
   
252,865
 
 
600
 
5.500%, 10/01/31
10/16 at 100.00
 
N/R
   
605,700
 
 
190
 
North Carolina Medical Care Commission, Revenue Bonds, Pines at Davidson, Series 2006A, 5.000%, 1/01/36
1/16 at 100.00
 
A–
   
192,196
 
 
1,040
 
Total Long-Term Care
         
1,050,761
 
     
Materials – 0.3% (0.2% of Total Investments)
             
 
200
 
Columbus County Industrial Facilities and Pollution Control Financing Authority, North Carolina, Environmental Improvement Revenue Bonds, International Paper Company Project, Series 2007A, 4.625%, 3/01/27
3/17 at 100.00
 
BBB
   
202,694
 
     
Tax Obligation/General – 1.6% (1.0% of Total Investments)
             
 
300
 
North Carolina State, General Obligation Bonds, Series 2004A, 5.000%, 3/01/22
3/14 at 100.00
 
AAA
   
321,987
 
 
550
 
Wake County, North Carolina, Limited Obligation Bonds, Series 2010, 5.000%, 1/01/37
1/20 at 100.00
 
AA+
   
622,309
 
 
850
 
Total Tax Obligation/General
         
944,296
 
     
Tax Obligation/Limited – 25.4% (16.2% of Total Investments)
             
 
2,750
 
Charlotte, North Carolina, Certificates of Participation, Governmental Facilities Projects, Series 2003G, 5.000%, 6/01/33
6/13 at 100.00
 
AA+
   
2,843,500
 
 
575
 
Charlotte, North Carolina, Certificates of Participation, Transit Projects Phase 2, Series 2008A, 5.000%, 6/01/33
6/18 at 100.00
 
AA+
   
625,692
 
 
800
 
Craven County, North Carolina, Certificates of Participation, Series 2007, 5.000%, 6/01/27 – NPFG Insured
6/17 at 100.00
 
AA–
   
873,968
 
 
265
 
Government of Guam, Business Privilege Tax Bonds, Series 2011A, 5.125%, 1/01/42
1/22 at 100.00
 
A
   
287,541
 
 
200
 
Harnett County, North Carolina, Certificates of Participation, Series 2009, 5.000%, 6/01/28 – AGC Insured
6/19 at 100.00
 
AA–
   
221,558
 
     
Jacksonville Public Facilities Corporation, North Carolina, Limited Obligation Bonds, Series 2012:
             
 
120
 
5.000%, 4/01/29 (WI/DD, Settling 6/01/12)
4/22 at 100.00
 
A+
   
137,495
 
 
700
 
5.000%, 4/01/31 (WI/DD, Settling 6/01/12)
4/22 at 100.00
 
A+
   
793,856
 
 
500
 
Lee County, North Carolina, Certificates of Participation, Public Schools and Community College, Series 2004, 5.250%, 4/01/20 – AGM Insured
4/14 at 100.00
 
AA–
   
530,660
 

58
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Tax Obligation/Limited (continued)
             
$
200
 
Mecklenburg County, North Carolina, Certificates of Participation, Series 2009A, 5.000%, 2/01/27
2/19 at 100.00
 
AA+
 
$
224,564
 
 
1,500
 
North Carolina Turnpike Authority, Monroe Connector System State Appropriation Bonds, Series 2011, 5.000%, 7/01/41
7/21 at 100.00
 
AA
   
1,693,035
 
 
2,625
 
Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, First Subordinate Series 2010A, 0.000%, 8/01/35
No Opt. Call
 
A+
   
728,070
 
 
565
 
Raleigh, North Carolina, Certificates of Participation, Series 2007, 5.000%, 2/01/27
2/17 at 100.00
 
AA+
   
617,811
 
 
565
 
Rutherford County, North Carolina, Certificates of Participation, Series 2002, 5.000%, 9/01/21 – AMBAC Insured
9/12 at 101.00
 
A1
   
574,622
 
 
1,000
 
Rutherford County, North Carolina, Certificates of Participation, Series 2007, 5.000%, 12/01/27 – AGM Insured
12/17 at 100.00
 
AA–
   
1,101,030
 
 
1,200
 
Sampson County, North Carolina, Certificates of Participation, Series 2006, 5.000%, 6/01/34 – AGM Insured (UB)
6/17 at 100.00
 
AA–
   
1,275,972
 
 
1,785
 
Union County, North Carolina, Certificates of Participation, Series 2003, 5.000%, 6/01/20 – AMBAC Insured
6/13 at 101.00
 
Aa2
   
1,877,820
 
 
500
 
Wilmington, North Carolina, Certificates of Participation, Series 2008A, 5.000%, 6/01/29
6/18 at 100.00
 
AA
   
553,525
 
 
400
 
Wilson County, North Carolina, Certificates of Participation, School Facilities Project, Series 2007, 5.000%, 4/01/25 – AMBAC Insured
4/17 at 100.00
 
Aa3
   
434,472
 
 
16,250
 
Total Tax Obligation/Limited
         
15,395,191
 
     
Transportation – 10.6% (6.7% of Total Investments)
             
 
500
 
Charlotte, North Carolina, Airport Revenue Bonds, Charlotte Douglas International Refunding Series 2010A, 5.000%, 7/01/39
7/20 at 100.00
 
Aa3
   
549,990
 
 
700
 
Charlotte, North Carolina, Airport Revenue Bonds, Charlotte Douglas International, Series 2010B, 5.000%, 7/01/36 (Alternative Minimum Tax)
7/21 at 100.00
 
Aa3
   
750,372
 
 
660
 
North Carolina State Ports Authority, Port Facilities Revenue Bonds, Senior Lien Series 2010A, 5.250%, 2/01/40
2/20 at 100.00
 
A3
   
722,819
 
     
North Carolina Turnpike Authority, Triangle Expressway System Revenue Bonds, Series 2009A:
             
 
810
 
5.500%, 1/01/29 – AGC Insured
1/19 at 100.00
 
AA–
   
916,442
 
 
1,155
 
5.750%, 1/01/39 – AGC Insured
1/19 at 100.00
 
AA–
   
1,304,780
 
     
North Carolina Turnpike Authority, Triangle Expressway System Senior Lien Revenue Bonds, Series 2009B:
             
 
2,295
 
0.000%, 1/01/35 – AGC Insured
No Opt. Call
 
AA–
   
817,387
 
 
140
 
0.000%, 1/01/37 – AGC Insured
No Opt. Call
 
AA–
   
44,640
 
 
300
 
0.000%, 1/01/38 – AGC Insured
No Opt. Call
 
AA–
   
90,855
 
 
1,100
 
Raleigh Durham Airport Authority, North Carolina, Airport Revenue Bonds, Refunding Series 2010A, 5.000%, 5/01/36
5/20 at 100.00
 
Aa3
   
1,227,292
 
 
7,660
 
Total Transportation
         
6,424,577
 
     
U.S. Guaranteed – 24.8% (15.8% of Total Investments) (4)
             
 
1,800
 
Catawba County, North Carolina, Certificates of Participation, Series 2004, 5.250%, 6/01/22 (Pre-refunded 6/01/14) – NPFG Insured
6/14 at 100.00
 
Aa2 (4)
   
1,974,942
 
 
200
 
Charlotte-Mecklenburg Hospital Authority, North Carolina, Healthcare System Revenue Bonds, DBA Carolinas Healthcare System, Series 2005A, 5.000%, 1/15/45 (Pre-refunded 1/15/15)
1/15 at 100.00
 
AA+ (4)
   
223,990
 
 
3,000
 
Dare County, North Carolina, Certificates of Participation, Series 2002, 5.000%, 6/01/23 (Pre-refunded 12/01/12) – AMBAC Insured
12/12 at 100.00
 
AA– (4)
   
3,072,150
 
     
Forsyth County, North Carolina, Certificates of Participation, Public Facilities and Equipment Project, Series 2002:
             
 
1,325
 
5.125%, 1/01/16 (Pre-refunded 1/01/13)
1/13 at 101.00
 
AA+ (4)
   
1,375,337
 
 
770
 
5.250%, 1/01/19 (Pre-refunded 1/01/13)
1/13 at 101.00
 
AA+ (4)
   
799,814
 
 
1,600
 
North Carolina Capital Facilities Financing Agency, Revenue Bonds, Duke University, Series 2002A, 5.125%, 7/01/42 (Pre-refunded 10/01/12)
10/12 at 100.00
 
Aaa
   
1,626,432
 
 
150
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2003F, 5.500%, 1/01/16 (Pre-refunded 1/01/13)
1/13 at 100.00
 
A– (4)
   
154,574
 

Nuveen Investments
 
59

 
 

 

   
Nuveen North Carolina Dividend Advantage Municipal Fund 3 (continued)
NII
 
Portfolio of Investments
   
May 31, 2012

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
U.S. Guaranteed (4) (continued)
             
$
1,210
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Refunding Bonds, Series 1993B, 5.500%, 1/01/17 (Pre-refunded 7/01/12) – FGIC Insured
7/12 at 100.00
 
A– (4)
 
$
1,215,348
 
 
500
 
North Carolina Medical Care Commission, Revenue Bonds, Northeast Medical Center, Series 2004, 5.000%, 11/01/24 (Pre-refunded 11/01/14)
11/14 at 100.00
 
N/R (4)
   
553,785
 
 
1,000
 
North Carolina, Certificates of Participation, Repair and Renovation Project, Series 2004B, 5.000%, 6/01/20 (Pre-refunded 6/01/14)
6/14 at 100.00
 
AA+ (4)
   
1,092,220
 
 
1,435
 
Rutherford County, North Carolina, Certificates of Participation, Series 2002, 5.000%, 9/01/21 (Pre-refunded 9/01/12) – AMBAC Insured
9/12 at 101.00
 
A1 (4)
   
1,466,570
 
     
University of North Carolina System, Pooled Revenue Refunding Bonds, Series 2002A:
             
 
265
 
5.000%, 4/01/27 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
N/R (4)
   
269,240
 
 
610
 
5.000%, 4/01/27 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
N/R (4)
   
619,864
 
 
585
 
5.000%, 4/01/27 (Pre-refunded 10/01/12) – AMBAC Insured
10/12 at 100.00
 
N/R (4)
   
594,419
 
 
14,450
 
Total U.S. Guaranteed
         
15,038,685
 
     
Utilities – 13.1% (8.4% of Total Investments)
             
 
500
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2005, 5.250%, 1/01/20 – AMBAC Insured
1/16 at 100.00
 
A–
   
569,770
 
 
1,400
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2009B, 5.000%, 1/01/26
1/19 at 100.00
 
A–
   
1,570,114
 
 
800
 
North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2012A, 5.000%, 1/01/25
7/22 at 100.00
 
A–
   
940,216
 
     
North Carolina Eastern Municipal Power Agency, Power System Revenue Refunding Bonds, Series 1993B:
             
 
95
 
6.000%, 1/01/22
No Opt. Call
 
A–
   
123,036
 
 
15
 
6.000%, 1/01/22 – FGIC Insured
No Opt. Call
 
Baa1
   
19,397
 
 
275
 
North Carolina Municipal Power Agency 1, Catawba Electric Revenue Bonds, Refunding Series 2009A, 5.000%, 1/01/30
1/19 at 100.00
 
A
   
303,908
 
 
2,665
 
North Carolina Municipal Power Agency 1, Catawba Electric Revenue Bonds, Series 2003A, 5.250%, 1/01/15 – AMBAC Insured
1/13 at 100.00
 
A
   
2,739,833
 
 
250
 
North Carolina Municipal Power Agency 1, Catawba Electric Revenue Bonds, Series 2008A, 5.250%, 1/01/20
1/18 at 100.00
 
A
   
294,090
 
 
1,400
 
Wake County Industrial Facilities and Pollution Control Financing Authority, North Carolina,
2/13 at 100.50
 
A1
   
1,419,124
 
     
Revenue Refunding Bonds, Carolina Power and Light Company, Series 2002, 5.375%, 2/01/17
             
 
7,400
 
Total Utilities
         
7,979,488
 
     
Water and Sewer – 39.3% (25.0% of Total Investments)
             
 
2,000
 
Brunswick County, North Carolina, Enterprise System Revenue Bonds, Series 2008A, 5.000%, 4/01/31 – AGM Insured
4/18 at 100.00
 
AA–
   
2,224,400
 
 
425
 
Cape Fear Public Utility Authority, North Carolina, Water & Sewer System Revenue Bonds, Series 2008, 5.000%, 8/01/28
8/18 at 100.00
 
AA
   
499,826
 
     
Dare County, North Carolina, Utilities System Revenue Bonds, Series 2011:
             
 
1,320
 
5.000%, 2/01/36
2/21 at 100.00
 
AA
   
1,492,669
 
 
500
 
5.000%, 2/01/41
2/21 at 100.00
 
AA
   
559,395
 
 
300
 
Durham County, North Carolina, Enterprise System Revenue Bonds, Series 2002, 5.000%, 6/01/18 – NPFG Insured
6/13 at 100.00
 
AA
   
312,438
 
 
3,050
 
Durham, North Carolina, Utility System Revenue Bonds, Refunding Series 2011, 5.000%, 6/01/41
6/21 at 100.00
 
AAA
   
3,475,109
 
 
1,535
 
Mooresville, North Carolina, Enterprise System Revenue Bonds, Refunding Series 2012, 5.000%, 5/01/28
5/22 at 100.00
 
AA–
   
1,827,817
 
 
600
 
Oak Island, North Carolina, Enterprise System Revenue Bonds, Series 2008A, 5.000%, 6/01/23 – NPFG Insured
6/18 at 100.00
 
A2
   
666,210
 
     
Oak Island, North Carolina, Enterprise System Revenue Bonds, Series 2009A:
             
 
70
 
6.000%, 6/01/34 – AGC Insured
6/19 at 100.00
 
AA–
   
80,618
 
 
20
 
6.000%, 6/01/36 – AGC Insured
6/19 at 100.00
 
AA–
   
22,994
 

60
 
Nuveen Investments

 
 

 

 
Principal
   
Optional Call
           
 
Amount (000)
 
Description (1)
Provisions (2)
 
Ratings (3)
   
Value
 
     
Water and Sewer (continued)
             
$
300
 
Oak Island, North Carolina, Enterprise System Revenue Bonds, Series 2011, 5.750%, 6/01/36 – AGC Insured
6/21 at 100.00
 
AA–
 
$
348,333
 
 
500
 
Onslow County, North Carolina, Combined Enterprise System Revenue Bonds, Series 2004B, 5.000%, 6/01/23 – SYNCORA GTY Insured
6/14 at 100.00
 
A+
   
535,380
 
 
275
 
Raleigh, North Carolina, Combined Enterprise System Revenue Bonds, Refunding Series 2012A, 5.000%, 3/01/31
3/22 at 100.00
 
AAA
   
328,498
 
     
Raleigh, North Carolina, Combined Enterprise System Revenue Bonds, Series 2006A:
             
 
4,950
 
5.000%, 3/01/31 (UB)
3/16 at 100.00
 
AAA
   
5,488,511
 
 
3,000
 
5.000%, 3/01/36 (UB)
3/16 at 100.00
 
AAA
   
3,326,370
 
 
5
 
Raleigh, North Carolina, Combined Enterprise System Bonds, Series 2006A, Residuals Series 11-R-645-2, 13.726%, 3/01/14 (IF)
No Opt. Call
 
AAA
   
6,631
 
 
2,375
 
Winston-Salem, North Carolina, Water and Sewer System Revenue Bonds, Series 2007A, 5.000%, 6/01/37 (UB)
6/17 at 100.00
 
AAA
   
2,646,653
 
 
21,225
 
Total Water and Sewer
         
23,841,852
 
$
92,105
 
Total Investments (cost $89,291,169) – 157.1%
         
95,319,747
 
     
Floating Rate Obligations – (12.3)%
         
(7,480,000
     
MuniFund Term Preferred Shares, at Liquidation Value – (47.3)% (5)
         
(28,725,000
     
Other Assets Less Liabilities – 2.5%
         
1,571,168
 
     
Net Assets Applicable to Common Shares – 100%
       
$
60,685,915
 
 
(1)
 
All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)
 
Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to periodic principal paydowns.
(3)
 
Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.
(4)
 
Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities.
(5)
 
MuniFund Term Preferred Shares, at Liquidation Value as a percentage of Total Investments is 30.1%.
N/R
 
Not rated.
WI/DD
 
Investment, or portion of investment, purchased on a when-issued or delayed delivery basis.
(IF)
 
Inverse floating rate investment.
(UB)
 
Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies, Inverse Floating Rate Securities for more information.
 
 See accompanying notes to financial statements.

Nuveen Investments
 
61
 
 
 

 
   
Statement of
 
   
Assets & Liabilities
 
   
May 31, 2012

   
Georgia
Premium
Income
(NPG
)
Georgia
Dividend
Advantage
(NZX
)
Georgia
Dividend
Advantage 2
(NKG
)
Assets
                   
Investments, at value (cost $79,464,477, $40,757,936 and $93,325,443, respectively)
 
$
85,716,054
 
$
43,852,940
 
$
98,929,789
 
Cash
   
393,778
   
324,867
   
368,143
 
Receivables:
                   
Interest
   
1,353,475
   
637,486
   
1,556,795
 
Investments sold
   
   
1,023,304
   
 
Deferred offering costs
   
360,059
   
229,980
   
394,121
 
Other assets
   
2,118
   
1,420
   
11,602
 
Total assets
   
87,825,484
   
46,069,997
   
101,260,450
 
Liabilities
                   
Cash overdraft
   
   
   
 
Floating rate obligations
   
1,190,000
   
660,000
   
1,395,000
 
Payables:
                   
Common share dividends
   
204,390
   
115,976
   
249,582
 
Interest
   
68,851
   
34,838
   
78,386
 
Investments purchased
   
   
   
 
Offering costs
   
   
5,711
   
16,250
 
MuniFund Term Preferred (MTP) Shares, at liquidation value
   
28,340,000
   
14,340,000
   
32,265,000
 
Accrued expenses:
                   
Management fees
   
46,446
   
24,374
   
53,616
 
Other
   
283,278
   
85,261
   
163,704
 
Total liabilities
   
30,132,965
   
15,266,160
   
34,221,538
 
Net assets applicable to Common shares
 
$
57,692,519
 
$
30,803,837
 
$
67,038,912
 
Common shares outstanding
   
3,809,438
   
1,974,509
   
4,556,176
 
Net asset value per Common share outstanding (net assets applicable to Common shares,divided by Common shares outstanding)
 
$
15.14
 
$
15.60
 
$
14.71
 
Net assets applicable to Common shares consist of:
                   
Common shares, $.01 par value per share
 
$
38,094
 
$
19,745
 
$
45,562
 
Paid-in surplus
   
51,899,574
   
27,735,565
   
63,829,969
 
Undistributed (Over-distribution of) net investment income
   
477,472
   
108,268
   
209,556
 
Accumulated net realized gain (loss)
   
(974,198
)
 
(154,745
)
 
(2,650,521
)
Net unrealized appreciation (depreciation)
   
6,251,577
   
3,095,004
   
5,604,346
 
Net assets applicable to Common shares
 
$
57,692,519
 
$
30,803,837
 
$
67,038,912
 
Authorized shares:
                   
Common
   
Unlimited
   
Unlimited
   
Unlimited
 
Preferred
   
Unlimited
   
Unlimited
   
Unlimited
 
 
See accompanying notes to financial statements.
 
62
 
Nuveen Investments

 
 

 

   
North
Carolina
Premium
Income
(NNC
)
North
Carolina
Dividend
Advantage
(NRB
)
North
Carolina
Dividend
Advantage 2
(NNO
)
North
Carolina
Dividend
Advantage 3
(NII
)
Assets
                         
Investments, at value (cost $140,132,425, $53,977,608, $86,112,494 and $89,291,169, respectively)
 
$
150,259,024
 
$
57,947,078
 
$
92,356,626
 
$
95,319,747
 
Cash
   
   
2,965
   
213,780
   
 
Receivables:
                         
Interest
   
2,439,562
   
871,621
   
1,452,819
   
1,472,163
 
Investments sold
   
4,281,998
   
1,170,048
   
1,088,246
   
2,187,906
 
Deferred offering costs
   
854,684
   
285,205
   
402,063
   
380,982
 
Other assets
   
26,017
   
10,263
   
11,192
   
11,210
 
Total assets
   
157,861,285
   
60,287,180
   
95,524,726
   
99,372,008
 
Liabilities
                         
Cash overdraft
   
2,841,072
   
   
   
492,871
 
Floating rate obligations
   
5,195,000
   
6,235,000
   
4,805,000
   
7,480,000
 
Payables:
                         
Common share dividends
   
340,306
   
140,202
   
223,656
   
235,691
 
Interest
   
119,886
   
39,559
   
70,776
   
69,787
 
Investments purchased
   
1,354,308
   
924,751
   
1,514,015
   
1,478,396
 
Offering costs
   
204,082
   
43,316
   
36,530
   
27,608
 
MuniFund Term Preferred (MTP) Shares, at liquidation value
   
49,835,000
   
16,600,000
   
29,700,000
   
28,725,000
 
Accrued expenses:
                         
Management fees
   
78,290
   
28,314
   
46,752
   
47,142
 
Other
   
396,386
   
75,257
   
113,722
   
129,598
 
Total liabilities
   
60,364,330
   
24,086,399
   
36,510,451
   
38,686,093
 
Net assets applicable to Common shares
 
$
97,496,955
 
$
36,200,781
 
$
59,014,275
 
$
60,685,915
 
Common shares outstanding
   
6,370,909
   
2,274,818
   
3,754,991
   
3,938,977
 
Net asset value per Common share outstanding (net assets applicable to Common shares,divided by Common shares outstanding)
 
$
15.30
 
$
15.91
 
$
15.72
 
$
15.41
 
Net assets applicable to Common shares consist of:
                         
Common shares, $.01 par value per share
 
$
63,709
 
$
22,748
 
$
37,550
 
$
39,390
 
Paid-in surplus
   
87,250,916
   
32,009,135
   
52,894,384
   
55,179,242
 
Undistributed (Over-distribution of) net investment income
   
438,594
   
99,079
   
43,473
   
2,751
 
Accumulated net realized gain (loss)
   
(382,863
)
 
100,349
   
(205,264
)
 
(564,046
)
Net unrealized appreciation (depreciation)
   
10,126,599
   
3,969,470
   
6,244,132
   
6,028,578
 
Net assets applicable to Common shares
 
$
97,496,955
 
$
36,200,781
 
$
59,014,275
 
$
60,685,915
 
Authorized shares:
                         
Common
   
Unlimited
   
Unlimited
   
Unlimited
   
Unlimited
 
Preferred
   
Unlimited
   
Unlimited
   
Unlimited
   
Unlimited
 
 
See accompanying notes to financial statements.
 
Nuveen Investments
 
63

 
 

 

   
Statement of
 
   
Operations
 
   
Year Ended May 31, 2012
 

   
Georgia
Premium
Income
(NPG
)
Georgia
Dividend
Advantage
(NZX
)
Georgia
Dividend
Advantage 2
(NKG
)
Investment Income
 
$
4,115,991
 
$
2,182,003
 
$
4,714,559
 
Expenses
                   
Management fees
   
538,070
   
281,284
   
624,063
 
Shareholders’ servicing agent fees and expenses
   
20,289
   
17,166
   
17,232
 
Interest expense and amortization of offering costs
   
895,258
   
470,382
   
1,017,059
 
Custodian’s fees and expenses
   
19,538
   
13,227
   
21,522
 
Trustees’ fees and expenses
   
2,535
   
1,403
   
2,914
 
Professional fees
   
24,056
   
22,678
   
24,541
 
Shareholders’ reports – printing and mailing expenses
   
28,168
   
16,629
   
28,645
 
Stock exchange listing fees
   
9,393
   
329
   
9,265
 
Investor relations expense
   
7,885
   
4,310
   
8,694
 
Reorganization expense
   
238,260
   
53,907
   
119,336
 
Other expenses
   
40,259
   
39,248
   
47,592
 
Total expenses before custodian fee credit and expense reimbursement
   
1,823,711
   
920,563
   
1,920,863
 
Custodian fee credit
   
(377
)
 
(598
)
 
(342
)
Expense reimbursement
   
   
(7,354
)
 
 
Net expenses
   
1,823,334
   
912,611
   
1,920,521
 
Net investment income (loss)
   
2,292,657
   
1,269,392
   
2,794,038
 
Realized and Unrealized Gain (Loss)
                   
Net realized gain (loss) from investments
   
200,344
   
147,942
   
242,277
 
Change in net unrealized appreciation (depreciation) of investments
   
4,479,460
   
2,521,901
   
4,370,828
 
Net realized and unrealized gain (loss)
   
4,679,804
   
2,669,843
   
4,613,105
 
Net increase (decrease) in net assets applicable to Common shares from operations
 
$
6,972,461
 
$
3,939,235
 
$
7,407,143
 
 
See accompanying notes to financial statements.
 
64
 
Nuveen Investments

 
 

 

     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Investment Income
 
$
6,743,850
 
$
2,598,071
 
$
4,158,087
 
$
4,290,754
 
Expenses
                         
Management fees
   
911,817
   
327,463
   
542,081
   
545,898
 
Shareholders’ servicing agent fees and expenses
   
26,917
   
17,014
   
17,193
   
17,316
 
Interest expense and amortization of offering costs
   
1,618,627
   
562,712
   
937,191
   
932,409
 
Custodian’s fees and expenses
   
29,796
   
15,028
   
20,954
   
21,157
 
Trustees’ fees and expenses
   
4,235
   
1,617
   
2,610
   
2,628
 
Professional fees
   
34,536
   
22,948
   
28,099
   
28,151
 
Shareholders’ reports – printing and mailing expenses
   
29,698
   
14,645
   
20,746
   
22,232
 
Stock exchange listing fees
   
38,682
   
15,025
   
33,185
   
33,978
 
Investor relations expense
   
12,084
   
4,620
   
7,514
   
7,663
 
Reorganization expense
   
347,080
   
41,254
   
74,256
   
87,458
 
Other expenses
   
45,642
   
39,225
   
41,041
   
41,202
 
Total expenses before custodian fee credit and expense reimbursement
   
3,099,114
   
1,061,551
   
1,724,870
   
1,740,092
 
Custodian fee credit
   
(874
)
 
(578
)
 
(486
)
 
(907
)
Expense reimbursement
   
   
   
(21,352
)
 
 
Net expenses
   
3,098,240
   
1,060,973
   
1,703,032
   
1,739,185
 
Net investment income (loss)
   
3,645,610
   
1,537,098
   
2,455,055
   
2,551,569
 
Realized and Unrealized Gain (Loss)
                         
Net realized gain (loss) from investments
   
158,661
   
219,863
   
178,715
   
68,528
 
Change in net unrealized appreciation (depreciation) of investments
   
6,853,662
   
2,876,077
   
4,650,275
   
5,059,652
 
Net realized and unrealized gain (loss)
   
7,012,323
   
3,095,940
   
4,828,990
   
5,128,180
 
Net increase (decrease) in net assets applicable to Common shares from operations
 
$
10,657,933
 
$
4,633,038
 
$
7,284,045
 
$
7,679,749
 
 
See accompanying notes to financial statements.
 
Nuveen Investments
 
65

 
 

 

   
Statement of
   
Changes in Net Assets
 
   
Georgia
Premium Income (NPG)
 
Georgia
Dividend Advantage (NZX)
 
Georgia
Dividend Advantage 2 (NKG)
 
     
Year
   
Year
   
Year
   
Year
   
Year
   
Year
 
     
Ended
   
Ended
   
Ended
   
Ended
   
Ended
   
Ended
 
     
5/31/12
   
5/31/11
   
5/31/12
   
5/31/11
   
5/31/12
   
5/31/11
 
Operations
                                     
Net investment income (loss)
 
$
2,292,657
 
$
2,455,926
 
$
1,269,392
 
$
1,327,409
 
$
2,794,038
 
$
2,956,515
 
Net realized gain (loss) from investments
   
200,344
   
144,637
   
147,942
   
119,104
   
242,277
   
(37,160
)
Change in net unrealized appreciation (depreciation) of investments
   
4,479,460
   
(1,648,415
)
 
2,521,901
   
(851,317
)
 
4,370,828
   
(1,588,354
)
Distributions to Auction Rate Preferred Shareholders from net investment income
   
   
   
   
   
   
 
Net increase (decrease) in net assets applicable to Common shares from operations
   
6,972,461
   
952,148
   
3,939,235
   
595,196
   
7,407,143
   
1,331,001
 
Distributions to Common Shareholders
                                     
From net investment income
   
(2,610,368
)
 
(2,694,971
)
 
(1,462,172
)
 
(1,514,237
)
 
(3,157,205
)
 
(3,279,797
)
Decrease in net assets applicable to Common shares from distributions to Common shareholders
   
(2,610,368
)
 
(2,694,971
)
 
(1,462,172
)
 
(1,514,237
)
 
(3,157,205
)
 
(3,279,797
)
Capital Share Transactions
                                     
Net proceeds from Common shares issued to shareholders due to reinvestment of distributions
   
36,651
   
18,644
   
30,665
   
35,966
   
12,432
   
4,430
 
Net increase (decrease) in net assets applicable to Common shares from capital share transactions
   
36,651
   
18,644
   
30,665
   
35,966
   
12,432
   
4,430
 
Net increase (decrease) in net assets applicable to Common shares
   
4,398,744
   
(1,724,179
)
 
2,507,728
   
(883,075
)
 
4,262,370
   
(1,944,366
)
Net assets applicable to Common shares at the beginning of period
   
53,293,775
   
55,017,954
   
28,296,109
   
29,179,184
   
62,776,542
   
64,720,908
 
Net assets applicable to Common shares at the end of period
 
$
57,692,519
 
$
53,293,775
 
$
30,803,837
 
$
28,296,109
 
$
67,038,912
 
$
62,776,542
 
Undistributed (Over-distribution of)net investment income at the end of period
 
$
477,472
 
$
425,925
 
$
108,268
 
$
163,614
 
$
209,556
 
$
305,803
 
 
See accompanying notes to financial statements.
 
66
 
Nuveen Investments

 
 

 
 
   
North Carolina
Premium Income (NNC)
 
North Carolina
Dividend Advantage (NRB)
 
     
Year
   
Year
   
Year
   
Year
 
     
Ended
   
Ended
   
Ended
   
Ended
 
     
5/31/12
   
5/31/11
   
5/31/12
   
5/31/11
 
Operations
                         
Net investment income (loss)
 
$
3,645,610
 
$
4,371,733
 
$
1,537,098
 
$
1,636,947
 
Net realized gain (loss) from investments
   
158,661
   
182,780
   
219,863
   
84,515
 
Change in net unrealized appreciation (depreciation) of investments
   
6,853,662
   
(2,183,452
)
 
2,876,077
   
(1,143,283
)
Distributions to Auction Rate Preferred Shareholders from net investment income
   
   
(56,262
)
 
   
 
Net increase (decrease) in net assets applicable to Common shares from operations
   
10,657,933
   
2,314,799
   
4,633,038
   
578,179
 
Distributions to Common Shareholders
                         
From net investment income
   
(4,508,294
)
 
(4,733,444
)
 
(1,807,509
)
 
(1,907,610
)
Decrease in net assets applicable to Common shares from distributions to Common shareholders
   
(4,508,294
)
 
(4,733,444
)
 
(1,807,509
)
 
(1,907,610
)
Capital Share Transactions
                         
Net proceeds from Common shares issued to shareholders due to reinvestment of distributions
   
91,188
   
104,888
   
38,679
   
49,047
 
Net increase (decrease) in net assets applicable to Common shares from capital share transactions
   
91,188
   
104,888
   
38,679
   
49,047
 
Net increase (decrease) in net assets applicable to Common shares
   
6,240,827
   
(2,313,757
)
 
2,864,208
   
(1,280,384
)
Net assets applicable to Common shares at the beginning of period
   
91,256,128
   
93,569,885
   
33,336,573
   
34,616,957
 
Net assets applicable to Common shares at the end of period
 
$
97,496,955
 
$
91,256,128
 
$
36,200,781
 
$
33,336,573
 
Undistributed (Over-distribution of)net investment income at the end of period
 
$
438,594
 
$
682,618
 
$
99,079
 
$
228,092
 
 
See accompanying notes to financial statements.
 
Nuveen Investments
 
67

 
 

 

   
Statement of
   
Changes in Net Assets (continued)

   
North Carolina
Dividend Advantage 2 (NNO)
 
North Carolina
Dividend Advantage 3 (NII)
 
     
Year
   
Year
   
Year
   
Year
 
     
Ended
   
Ended
   
Ended
   
Ended
 
     
5/31/12
   
5/31/11
   
5/31/12
   
5/31/11
 
Operations
                         
Net investment income (loss)
 
$
2,455,055
 
$
2,583,834
 
$
2,551,569
 
$
2,701,676
 
Net realized gain (loss) from investments
   
178,715
   
199,622
   
68,528
   
210,747
 
Change in net unrealized appreciation (depreciation) of investments
   
4,650,275
   
(1,744,087
)
 
5,059,652
   
(1,916,912
)
Distributions to Auction Rate Preferred Shareholders from net investment income
   
   
   
   
 
Net increase (decrease) in net assets applicable to Common shares from operations
   
7,284,045
   
1,039,369
   
7,679,749
   
995,511
 
Distributions to Common Shareholders
                         
From net investment income
   
(2,894,056
)
 
(3,061,963
)
 
(2,977,131
)
 
(3,117,824
)
Decrease in net assets applicable to Common shares from distributions to Common shareholders
   
(2,894,056
)
 
(3,061,963
)
 
(2,977,131
)
 
(3,117,824
)
Capital Share Transactions
                         
Net proceeds from Common shares issued to shareholders due to reinvestment of distributions
   
31,124
   
26,093
   
24,272
   
26,901
 
Net increase (decrease) in net assets applicable to Common shares from capital share transactions
   
31,124
   
26,093
   
24,272
   
26,901
 
Net increase (decrease) in net assets applicable to Common shares
   
4,421,113
   
(1,996,501
)
 
4,726,890
   
(2,095,412
)
Net assets applicable to Common shares at the beginning of period
   
54,593,162
   
56,589,663
   
55,959,025
   
58,054,437
 
Net assets applicable to Common shares at the end of period
 
$
59,014,275
 
$
54,593,162
 
$
60,685,915
 
$
55,959,025
 
Undistributed (Over-distribution of)net investment income at the end of period
 
$
43,473
 
$
270,752
 
$
2, 751
 
$
201,994
 
 
See accompanying notes to financial statements.
 
68
 
Nuveen Investments

 
 

 

   
Statement of
 
   
Cash Flows
 
   
Year Ended May 31, 2012
 
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
Cash Flows from Operating Activities:
                   
Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations
 
$
6,972,461
 
$
3,939,235
 
$
7,407,143
 
Adjustments to reconcile the net increase (decrease) in net assets applicable to Common shares from operations to net cash provided by (used in)operating activities:
                   
Purchases of investments
   
(10,230,362
)
 
(11,546,509
)
 
(10,989,924
)
Proceeds from sales and maturities of investments
   
8,224,547
   
11,661,042
   
11,258,717
 
Amortization (Accretion) of premiums and discounts, net
   
56,231
   
(8,919
)
 
234,442
 
(Increase) Decrease in:
                   
Receivable for interest
   
83,467
   
79,045
   
72,490
 
Receivable for investments sold
   
1,086,300
   
(1,023,304
)
 
 
Other assets
   
10,034
   
3,707
   
2,036
 
Increase (Decrease) in:
                   
Payable for interest
   
6,255
   
3,166
   
7,122
 
Payable for investments purchased
   
   
   
 
Accrued management fees
   
1,988
   
2,974
   
1,838
 
Accrued other expenses
   
256,877
   
67,566
   
137,336
 
Net realized (gain) loss from investments
   
(200,344
)
 
(147,942
)
 
(242,277
)
Change in net unrealized (appreciation) depreciation of investments
   
(4,479,460
)
 
(2,521,901
)
 
(4,370,828
)
Taxes paid on undistributed capital gains
   
(138
)
 
(177
)
 
(32
)
Net cash provided by (used in) operating activities
   
1,787,856
   
507,983
   
3,518,063
 
Cash Flows from Financing Activities:
                   
(Increase) Decrease in deferred offering costs
   
129,300
   
83,836
   
147,795
 
Increase (Decrease) in:
                   
Cash overdraft balance
   
   
   
 
Floating rate obligations
   
   
   
 
Payable for offering costs
   
(156,267
)
 
(143,479
)
 
(189,187
)
Cash distributions paid to Common shareholders
   
(2,577,646
)
 
(1,435,040
)
 
(3,161,702
)
Net cash provided by (used in) financing activities
   
(2,604,613
)
 
(1,494,683
)
 
(3,203,094
)
Net Increase (Decrease) in Cash
   
(816,757
)
 
(986,700
)
 
314,969
 
Cash at the beginning of period
   
1,210,535
   
1,311,567
   
53,174
 
Cash at the End of Period
 
$
393,778
 
$
324,867
 
$
368,143
 
 
Supplemental Disclosure of Cash Flow Information
Non-cash financing activities not included herein consist of reinvestments of Common share distributions as follows:
 
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
   
$
36,651
 
$
30,665
 
$
12,432
 
 
Cash paid for interest (excluding amortization of offering costs) was as follows:
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
   
$
757,085
 
$
383,380
 
$
862,143
 
 
See accompanying notes to financial statements.
 
Nuveen Investments
 
69

 
 

 

   
Statement of
   
Cash Flows (continued)
 
     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Cash Flows from Operating Activities:
                         
Net Increase (Decrease) in Net Assets Applicable to Common Shares
                         
from Operations
 
$
10,657,933
 
$
4,633,038
 
$
7,284,045
 
$
7,679,749
 
Adjustments to reconcile the net increase (decrease) in net assets applicable to Common shares from operations to net cash provided by (used in)operating activities:
                         
Purchases of investments
   
(18,390,218
)
 
(10,087,682
)
 
(6,536,922
)
 
(11,675,535
)
Proceeds from sales and maturities of investments
   
19,022,160
   
11,012,356
   
6,832,439
   
12,345,316
 
Amortization (Accretion) of premiums and discounts, net
   
335,375
   
94,082
   
118,248
   
159,392
 
(Increase) Decrease in:
                         
Receivable for interest
   
49,928
   
54,700
   
(41,984
)
 
(47,042
)
Receivable for investments sold
   
(4,072,344
)
 
(583,270
)
 
(965,775
)
 
(2,126,599
)
Other assets
   
12,155
   
(4,604
)
 
(1,894
)
 
(1,629
)
Increase (Decrease) in:
                         
Payable for interest
   
10,890
   
3,599
   
6,438
   
6,341
 
Payable for investments purchased
   
308,668
   
(643,709
)
 
(1,675,187
)
 
(1,710,806
)
Accrued management fees
   
2,613
   
1,279
   
5,520
   
2,138
 
Accrued other expenses
   
359,057
   
49,857
   
82,891
   
103,673
 
Net realized (gain) loss from investments
   
(158,661
)
 
(219,863
)
 
(178,715
)
 
(68,528
)
Change in net unrealized (appreciation) depreciation of investments
   
(6,853,662
)
 
(2,876,077
)
 
(4,650,275
)
 
(5,059,652
)
Taxes paid on undistributed capital gains
   
   
(105
)
 
(195
)
 
 
Net cash provided by (used in) operating activities
   
1,283,894
   
1,433,601
   
278,634
   
(393,182
)
Cash Flows from Financing Activities:
                         
(Increase) Decrease in deferred offering costs
   
272,776
   
100,855
   
142,176
   
138,886
 
Increase (Decrease) in:
                         
Cash overdraft balance
   
2,841,072
   
   
   
492,871
 
Floating rate obligations
   
   
(925,000
)
 
   
 
Payable for offering costs
   
(207,464
)
 
(145,810
)
 
(156,689
)
 
(199,010
)
Cash distributions paid to Common shareholders
   
(4,441,971
)
 
(1,782,216
)
 
(2,889,729
)
 
(2,973,520
)
Net cash provided by (used in) financing activities
   
(1,535,587
)
 
(2,752,171
)
 
(2,904,242
)
 
(2,540,773
)
Net Increase (Decrease) in Cash
   
(251,693
)
 
(1,318,570
)
 
(2,625,608
)
 
(2,933,955
)
Cash at the beginning of period
   
251,693
   
1,321,535
   
2,839,388
   
2,933,955
 
Cash at the End of Period
 
$
 
$
2,965
 
$
213,780
 
$
 
 
Supplemental Disclosure of Cash Flow Information
Non-cash financing activities not included herein consist of reinvestments of Common share distributions as follows:
 
     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
   
$
91,188
 
$
38,679
 
$
31,124
 
$
24,272
 
 
Cash paid for interest (excluding amortization of offering costs) was as follows:
 
     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
   
$
1,334,961
 
$
458,258
 
$
788,577
 
$
787,182
 
 
See accompanying notes to financial statements.
 
70
 
Nuveen Investments

 
 

 
 
THIS PAGE INTENTIONALLY LEFT BLANK
 
Nuveen Investments
 
71

 
 

 

   
Financial
   
Highlights
 
  Selected data for a Common share outstanding throughout each period:

         
Investment Operations
 
Less Distributions
             
   
Beginning
Common
Share
Net Asset
Value
 
Net
Investment
Income
(Loss)
 
Net
Realized/
Unrealized
Gain (Loss)
 
Distributions
from Net
Investment
Income to
Auction Rate
Preferred
Share-
holders
(a)
Distributions
from
Capital
Gains to
Auction Rate
Preferred
Share-
holders
(a)
Total
 
Net
Investment
Income to
Common
Share-
holders
 
Capital
Gains to
Common
Share-
holders
 
Total
 
Ending
Common
Share
Net Asset
Value
 
Ending
Market
Value
 
Georgia Premium Income (NPG)
                                                 
Year Ended 5/31:
                                                                   
2012
 
$
14.00
 
$
.60
 
$
1.23
 
$
 
$
 
$
1.83
 
$
(.69
)
$
 
$
(.69
)
$
15.14
 
$
15.36
 
2011
   
14.46
   
.65
   
(.40
)
 
   
   
.25
   
(.71
)
 
   
(.71
)
 
14.00
   
13.27
 
2010
   
13.72
   
.78
   
.66
   
(.02
)
 
   
1.42
   
(.68
)
 
   
(.68
)
 
14.46
   
13.95
 
2009
   
14.19
   
.85
   
(.55
)
 
(.16
)
 
   
.14
   
(.61
)
 
   
(.61
)
 
13.72
   
12.10
 
2008
   
14.55
   
.84
   
(.30
)
 
(.24
)
 
(.01
)
 
.29
   
(.61
)
 
(.04
)
 
(.65
)
 
14.19
   
13.15
 
Georgia Dividend Advantage (NZX)
                                                 
Year Ended 5/31:
                                                                   
2012
   
14.35
   
.64
   
1.35
   
   
   
1.99
   
(.74
)
 
   
(.74
)
 
15.60
   
15.40
 
2011
   
14.81
   
.67
   
(.36
)
 
   
   
.31
   
(.77
)
 
   
(.77
)
 
14.35
   
13.84
 
2010
   
13.98
   
.84
   
.75
   
(.02
)
 
   
1.57
   
(.74
)
 
   
(.74
)
 
14.81
   
15.18
 
2009
   
14.47
   
.91
   
(.57
)
 
(.17
)
 
   
.17
   
(.66
)
 
   
(.66
)
 
13.98
   
13.46
 
2008
   
14.65
   
.90
   
(.16
)
 
(.26
)
 
   
.48
   
(.66
)
 
   
(.66
)
 
14.47
   
13.47
 
 
(a)
The amounts shown are based on Common share equivalents.
(b)
Total Return Based on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.
   
 
Total Return Based on Common Share Net Asset Value is the combination of changes in Common share net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending net asset value. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its net asset value), and therefore may be different from the price used in the calculation. Total returns are not annualized.
 
72
 
Nuveen Investments

 
 

 


             
Ratios/Supplemental Data
 
 
Total Returns
       
Ratios to Average Net Assets
Applicable to Common Shares
Before Reimbursement(c)
 
Ratios to Average Net Assets
Applicable to Common Shares
After Reimbursement(c)(d)
       
 
Based
on
Market
Value
(b)
Based
on
Common
Share Net
Asset
Value
(b)
Ending
Net
Assets
Applicable
to Common
Shares (000)
 
Expenses
(e)
Net
Investment
Income
(Loss)
 
Expenses
(e)
Net
Investment
Income
(Loss)
 
Portfolio
Turnover
Rate
 
                                                 
                                                 
   
21.36
%
 
13.33
%
$
57,693
   
3.28
%
 
4.13
%
 
N/A
   
N/A
   
10
%
   
.18
   
1.81
   
53,294
   
2.91
   
4.59
   
N/A
   
N/A
   
5
 
   
21.21
   
10.52
   
55,018
   
1.69
   
5.51
   
N/A
   
N/A
   
2
 
   
(2.86
)
 
1.33
   
52,227
   
1.44
   
6.44
   
N/A
   
N/A
   
12
 
   
(2.17
)
 
2.06
   
54,011
   
1.25
   
5.86
   
N/A
   
N/A
   
31
 
                                                 
                                                 
   
16.97
   
14.21
   
30,804
   
3.12
   
4.28
   
3.10
%
 
4.30
%
 
27
 
   
(3.77
)
 
2.17
   
28,296
   
2.93
   
4.55
   
2.83
   
4.65
   
9
 
   
18.75
   
11.41
   
29,179
   
1.76
   
5.62
   
1.58
   
5.81
   
4
 
   
5.67
   
1.46
   
27,522
   
1.53
   
6.50
   
1.27
   
6.76
   
8
 
   
(11.73
)
 
3.33
   
28,498
   
1.32
   
5.86
   
.99
   
6.19
   
22
 
 
(c)
Ratios do not reflect the effect of dividend payments to Auction Rate Preferred shareholders, where applicable; Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to Auction Rate Preferred Shares (“ARPS”) and/or MTP Shares, where applicable.
(d)
After expense reimbursement from the Adviser, where applicable. Ratios do not reflect the effect of custodian fee credits earned on the Fund’s net cash on deposit with the custodian bank, where applicable. As of September 30, 2011, the Adviser is no longer reimbursing Georgia Dividend Advantage (NZX) for any fees or expenses.
(e)
The expense ratios reflect, among other things, all interest expense and other costs related to MTP Shares and/or the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, both as described in Footnote 1 – General Information and Significant Accounting Policies, MuniFund Term Preferred Shares and Inverse Floating Rate Securities, respectively, as follows:
 
Georgia Premium Income (NPG)
       
Year Ended 5/31:
       
2012
   
1.61
%
2011
   
1.66
 
2010
   
.46
 
2009
   
.11
 
2008
   
 
         
Georgia Dividend Advantage (NZX)
       
Year Ended 5/31:
       
2012
   
1.59
 
2011
   
1.64
 
2010
   
.46
 
2009
   
.11
 
2008
   
 
 
N/A
Fund does not have a contractual reimbursement agreement with the Adviser.
 
See accompanying notes to financial statements.
 
Nuveen Investments
 
73

 
 

 
 
   
Financial
   
Highlights (continued)
 
  Selected data for a Common share outstanding throughout each period:
 
         
Investment Operations
 
Less Distributions
             
   
Beginning
Common
Share
Net Asset
Value
 
Net
Investment
Income
(Loss)
 
Net
Realized/
Unrealized
Gain (Loss)
 
Distributions
from Net
Investment
Income to
Auction Rate
Preferred
Share-
holders
(a)
Distributions
from
Capital
Gains to
Auction Rate
Preferred
Share-
holders
(a)
Total
 
Net
Investment
Income to
Common
Share-
holders
 
Capital
Gains to
Common
Share-
holders
 
Total
 
Ending
Common
Share
Net Asset
Value
 
Ending
Market
Value
 
Georgia Dividend Advantage 2 (NKG)
                                                 
Year Ended 5/31:
                                                                   
2012
 
$
13.78
 
$
.61
 
$
1.01
 
$
 
$
 
$
1.62
 
$
(.69
)
$
 
$
(.69
)
$
14.71
 
$
14.73
 
2011
   
14.21
   
.65
   
(.36
)
 
   
   
.29
   
(.72
)
 
   
(.72
)
 
13.78
   
13.92
 
2010
   
13.27
   
.78
   
.87
   
(.02
)
 
   
1.63
   
(.69
)
 
   
(.69
)
 
14.21
   
14.00
 
2009
   
13.92
   
.87
   
(.73
)
 
(.16
)
 
   
(.02
)
 
(.63
)
 
   
(.63
)
 
13.27
   
11.88
 
2008
   
14.44
   
.88
   
(.50
)
 
(.26
)
 
   
.12
   
(.64
)
 
   
(.64
)
 
13.92
   
13.18
 
 
(a)
The amounts shown are based on Common share equivalents.
(b)
Total Return Based on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.
   
 
Total Return Based on Common Share Net Asset Value is the combination of changes in Common share net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending net asset value. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its net asset value), and therefore may be different from the price used in the calculation. Total returns are not annualized.
 
74
 
Nuveen Investments

 
 

 

             
Ratios/Supplemental Data
 
 
Total Returns
       
Ratios to Average Net Assets
Applicable to Common Shares
Before Reimbursement(c)
 
Ratios to Average Net Assets
Applicable to Common Shares
After Reimbursement(c)(d)
       
 
Based
on
Market
Value
(b)
Based
on
Common
Share Net
Asset
Value
(b)
Ending
Net
Assets
Applicable
to Common
Shares (000)
 
Expenses
(e)
Net
Investment
Income
(Loss)
 
Expenses
(e)
Net
Investment
Income
(Loss)
 
Portfolio
Turnover
Rate
 
                                                 
                                                 
   
11.12
%
 
12.04
%
$
67,039
   
2.95
%
 
4.30
%
 
N/A
   
N/A
   
11
%
   
4.84
   
2.13
   
62,777
   
2.79
   
4.64
   
2.75
%
 
4.68
%
 
4
 
   
24.23
   
12.54
   
64,721
   
1.75
   
5.43
   
1.59
   
5.59
   
3
 
   
(4.77
)
 
.20
   
60,419
   
1.42
   
6.54
   
1.13
   
6.84
   
13
 
   
(4.64
)
 
.89
   
63,402
   
1.23
   
5.82
   
.83
   
6.22
   
23
 
 
(c)
Ratios do not reflect the effect of dividend payments to Auction Rate Preferred shareholders, where applicable; Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to ARPS and/or MTP Shares, where applicable.
(d)
After expense reimbursement from the Adviser, where applicable. Ratios do not reflect the effect of custodian fee credits earned on the Fund’s net cash on deposit with the custodian bank, where applicable. As of September 30, 2010, the Adviser is no longer reimbursing Georgia Dividend Advantage 2 (NKG) for any fees and expenses.
(e)
The expense ratios reflect, among other things, all interest expense and other costs related to MTP Shares and/or the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, both as described in Footnote 1 – General Information and Significant Accounting Policies, MuniFund Term Preferred Shares and Inverse Floating Rate Securities, respectively, as follows:
 
Georgia Dividend Advantage 2 (NKG)
       
Year Ended 5/31:
       
2012
   
1.56
%
2011
   
1.60
 
2010
   
.55
 
2009
   
.10
 
2008
   
 
 
N/A
Fund no longer has a contractual reimbursement agreement with the Adviser.
 
See accompanying notes to financial statements.
 
Nuveen Investments
 
75

 
 

 

   
Financial
   
Highlights (continued)
 
 
Selected data for a Common share outstanding throughout each period:
 
         
Investment Operations
 
Less Distributions
             
   
Beginning
Common
Share
Net Asset
Value
 
Net
Investment
Income
(Loss)
 
Net
Realized/
Unrealized
Gain (Loss)
 
Distributions
from Net
Investment
Income to
Auction Rate
Preferred
Share-
holders
(a)
Distributions
from
Capital
Gains to
Auction Rate
Preferred
Share-
holders
(a)
Total
 
Net
Investment
Income to
Common
Share-
holders
 
Capital
Gains to
Common
Share-
holders
 
Total
 
Ending
Common
Share
Net Asset
Value
 
Ending
Market
Value
 
North Carolina Premium Income (NNC)
                                                 
Year Ended 5/31:
                                                                   
2012
 
$
14.34
 
$
.57
 
$
1.10
 
$
 
$
 
$
1.67
 
$
(.71
)
$
 
$
(.71
)
$
15.30
 
$
15.97
 
2011
   
14.72
   
.69
   
(.32
)
 
(.01
)
 
   
.36
   
(.74
)
 
   
(.74
)
 
14.34
   
14.41
 
2010
   
13.78
   
.81
   
.87
   
(.03
)
 
   
1.65
   
(.71
)
 
   
(.71
)
 
14.72
   
15.37
 
2009
   
13.98
   
.85
   
(.27
)
 
(.17
)
 
   
.41
   
(.61
)
 
   
(.61
)
 
13.78
   
12.60
 
2008
   
14.36
   
.84
   
(.35
)
 
(.23
)
 
(.01
)
 
.25
   
(.59
)
 
(.04
)
 
(.63
)
 
13.98
   
13.30
 
                                                                     
North Carolina Dividend Advantage (NRB)
                                               
Year Ended 5/31:
                                                                   
2012
   
14.67
   
.68
   
1.36
   
   
   
2.04
   
(.80
)
 
   
(.80
)
 
15.91
   
16.50
 
2011
   
15.26
   
.72
   
(.47
)
 
   
   
.25
   
(.84
)
 
   
(.84
)
 
14.67
   
14.94
 
2010
   
14.52
   
.94
   
.64
   
(.03
)
 
   
1.55
   
(.81
)
 
   
(.81
)
 
15.26
   
16.15
 
2009
   
14.52
   
.95
   
(.08
)
 
(.17
)
 
   
.70
   
(.70
)
 
   
(.70
)
 
14.52
   
14.26
 
2008
   
14.78
   
.93
   
(.22
)
 
(.24
)
 
(.01
)
 
.46
   
(.69
)
 
(.03
)
 
(.72
)
 
14.52
   
15.28
 
 
(a)
The amounts shown are based on Common share equivalents.
(b)
Total Return Based on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.
   
 
Total Return Based on Common Share Net Asset Value is the combination of changes in Common share net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending net asset value. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its net asset value), and therefore may be different from the price used in the calculation. Total returns are not annualized.
 
76
 
Nuveen Investments

 
 

 


             
Ratios/Supplemental Data
 
 
Total Returns
       
Ratios to Average Net Assets
Applicable to Common Shares
Before Reimbursement(c)
 
Ratios to Average Net Assets
Applicable to Common Shares
After Reimbursement(c)(d)
       
 
Based
on
Market
Value
(b)
Based
on
Common
Share Net
Asset
Value
(b)
Ending
Net
Assets
Applicable
to Common
Shares (000)
 
Expenses
(e)
Net
Investment
Income
(Loss)
 
Expenses
(e)
Net
Investment
Income
(Loss)
 
Portfolio
Turnover
Rate
 
                                                 
                                                 
   
16.23
%
 
11.88
%
$
97,497
   
3.28
%
 
3.85
%
 
N/A
   
N/A
   
13
%
   
(1.27
)
 
2.57
   
91,256
   
2.49
   
4.77
   
N/A
   
N/A
   
6
 
   
28.20
   
12.24
   
93,570
   
1.54
   
5.68
   
N/A
   
N/A
   
6
 
   
(.44
)
 
3.22
   
87,558
   
1.39
   
6.43
   
N/A
   
N/A
   
4
 
   
(2.52
)
 
1.76
   
88,827
   
1.39
   
5.94
   
N/A
   
N/A
   
12
 
                                                 
                                                 
   
16.29
   
14.22
   
36,201
   
3.05
   
4.42
   
N/A
   
N/A
   
18
 
   
(2.16
)
 
1.72
   
33,337
   
3.01
   
4.80
   
2.95
%
 
4.85
%
 
10
 
   
19.40
   
10.88
   
34,617
   
1.63
   
6.13
   
1.51
   
6.25
   
6
 
   
(1.82
)
 
5.17
   
32,894
   
1.71
   
6.63
   
1.51
   
6.83
   
7
 
   
(2.28
)
 
3.26
   
32,868
   
1.91
   
6.07
   
1.63
   
6.35
   
6
 
 
(c)
Ratios do not reflect the effect of dividend payments to Auction Rate Preferred shareholders, where applicable; Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to ARPS and/or MTP Shares, where applicable.
(d)
After expense reimbursement from the Adviser, where applicable. Ratios do not reflect the effect of custodian fee credits earned on the Fund’s net cash on deposit with the custodian bank, where applicable. As of January 31, 2011, the Adviser is no longer reimbursing North Carolina Dividend Advantage (NRB) for any fees or expenses.
(e)
The expense ratios reflect, among other things, all interest expense and other costs related to MTP Shares and/or the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, both as described in Footnote 1 – General Information and Significant Accounting Policies, MuniFund Term Preferred Shares and Inverse Floating Rate Securities, respectively, as follows:
 
North Carolina Premium Income (NNC)
       
Year Ended 5/31:
       
2012
   
1.71
%
2011
   
1.29
 
2010
   
.34
 
2009
   
.07
 
2008
   
.14
 
         
North Carolina Dividend Advantage (NRB)
       
Year Ended 5/31:
       
2012
   
1.62
 
2011
   
1.68
 
2010
   
.37
 
2009
   
.34
 
2008
   
.62
 
 
N/A
Fund does not have, or no longer has, a contractual reimbursement agreement with the Adviser.
 
See accompanying notes to financial statements.
 
Nuveen Investments
 
77

 
 

 

   
Financial
   
Highlights (continued)
     
  Selected data for a Common share outstanding throughout each period:
 
         
Investment Operations
 
Less Distributions
             
   
Beginning
Common
Share
Net Asset
Value
 
Net
Investment
Income
(Loss)
 
Net
Realized/
Unrealized
Gain (Loss)
 
Distributions
from Net
Investment
Income to
Auction Rate
Preferred
Share-
holders
(a)
Distributions
from
Capital
Gains to
Auction Rate
Preferred
Share-
holders
(a)
Total
 
Net
Investment
Income to
Common
Share-
holders
 
Capital
Gains to
Common
Share-
holders
 
Total
 
Ending
Common
Share
Net Asset
Value
 
Ending
Market
Value
 
North Carolina Dividend Advantage 2 (NNO)
                                                 
Year Ended 5/31:
                                                                   
2012
 
$
14.55
 
$
.65
 
$
1.29
 
$
 
$
 
$
1.94
 
$
(.77
)
$
 
$
(.77
)
$
15.72
 
$
15.83
 
2011
   
15.09
   
.69
   
(.41
)
 
   
   
.28
   
(.82
)
 
   
(.82
)
 
14.55
   
14.21
 
2010
   
14.31
   
.89
   
.70
   
(.03
)
 
 
1.56
   
(.78
)
 
 
(.78
)
 
15.09
   
15.73
 
2009
   
14.47
   
.92
   
(.26
)
 
(.17
)
 
   
.49
   
(.65
)
 
   
(.65
)
 
14.31
   
13.60
 
2008
   
14.76
   
.91
   
(.24
)
 
(.25
)
 
(.02
)
 
.40
   
(.63
)
 
(.06
)
 
(.69
)
 
14.47
   
13.66
 
                                                                     
North Carolina Dividend Advantage 3 (NII)
                                                 
Year Ended 5/31:
                                                                   
2012
   
14.21
   
.65
   
1.31
   
   
   
1.96
   
(.76
)
 
   
(.76
)
 
15.41
   
15.66
 
2011
   
14.75
   
.69
   
(.44
)
 
   
   
.25
   
(.79
)
 
   
(.79
)
 
14.21
   
14.22
 
2010
   
14.00
   
.85
   
.67
   
(.02
)
 
   
1.50
   
(.75
)
 
   
(.75
)
 
14.75
   
15.86
 
2009
   
14.13
   
.90
   
(.21
)
 
(.16
)
 
   
.53
   
(.66
)
 
   
(.66
)
 
14.00
   
13.60
 
2008
   
14.38
   
.88
   
(.25
)
 
(.23
)
 
   
.40
   
(.65
)
 
   
(.65
)
 
14.13
   
14.12
 
 
(a)
The amounts shown are based on Common share equivalents.
(b)
Total Return Based on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.
   
 
Total Return Based on Common Share Net Asset Value is the combination of changes in Common share net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending net asset value. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its net asset value), and therefore may be different from the price used in the calculation. Total returns are not annualized.
 
78
 
Nuveen Investments

 
 

 

             
Ratios/Supplemental Data
 
 
Total Returns
       
Ratios to Average Net Assets
Applicable to Common Shares
Before Reimbursement(c)
 
Ratios to Average Net Assets
Applicable to Common Shares
After Reimbursement(c)(d)
       
 
Based
on
Market
Value
(b)
Based
on
Common
Share Net
Asset
Value
(b)
Ending
Net
Assets
Applicable
to Common
Shares (000)
 
Expenses
(e)
Net
Investment
Income
(Loss)
 
Expenses
(e)
Net
Investment
Income
(Loss)
 
Portfolio
Turnover
Rate
 
                                                 
                                                 
   
17.23
%
 
13.66
%
$
59,014
   
3.03
%
 
4.27
%
 
2.99
%
 
4.31
%
 
7
%
   
(4.55
)
 
1.92
   
54,593
   
2.91
   
4.57
   
2.79
   
4.69
   
14
 
   
21.86
   
11.11
   
56,590
   
1.55
   
5.80
   
1.36
   
5.99
   
9
 
   
4.72
   
3.69
   
53,653
   
1.48
   
6.39
   
1.21
   
6.66
   
4
 
   
(7.33
)
 
2.83
   
54,240
   
1.54
   
5.87
   
1.21
   
6.20
   
8
 
                                                 
                                                 
   
15.87
   
14.09
   
60,686
   
2.97
   
4.36
   
N/A
   
N/A
   
13
 
   
(5.28
)
 
1.79
   
55,959
   
2.79
   
4.74
   
2.75
   
4.78
   
17
 
   
22.76
   
10.95
   
58,054
   
1.76
   
5.71
   
1.60
   
5.87
   
6
 
   
1.43
   
4.11
   
55,065
   
1.55
   
6.39
   
1.26
   
6.68
   
4
 
   
1.12
   
2.90
   
55,555
   
1.68
   
5.79
   
1.28
   
6.19
   
15
 
 

(c)
Ratios do not reflect the effect of dividend payments to Auction Rate Preferred shareholders, where applicable; Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to ARPS and/or MTP Shares, where applicable.
(d)
After expense reimbursement from the Adviser, where applicable. Ratios do not reflect the effect of custodian fee credits earned on the Fund’s net cash on deposit with the custodian bank, where applicable. As of September 30, 2010 and November 30, 2011, the Adviser is no longer reimbursing North Carolina Dividend Advantage 3 (NII) and North Carolina Dividend Advantage 2 (NNO), respectively, for any fees or expenses.
(e)
The expense ratios reflect, among other things, all interest expense and other costs related to MTP Shares and/or the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, both as described in Footnote 1 – General Information and Significant Accounting Policies, MuniFund Term Preferred Shares and Inverse Floating Rate Securities, respectively, as follows:
 
North Carolina Dividend Advantage 2 (NNO)
       
Year Ended 5/31:
       
2012
   
1.65
%
2011
   
1.70
 
2010
   
.32
 
2009
   
.16
 
2008
   
.29
 
         
North Carolina Dividend Advantage 3 (NII)
       
Year Ended 5/31:
       
2012
   
1.59
 
2011
   
1.65
 
2010
   
.56
 
2009
   
.24
 
2008
   
.44
 
 
*
Rounds to less than $.01 per share.
N/A
Fund no longer has contractual reimbursement agreement with the Adviser.
 
See accompanying notes to financial statements.
 
Nuveen Investments
 
79

 
 

 

   
Financial
   
Highlights (continued)

   
ARPS at the End of Period
 
MTP Shares at the End of Period (a)
 
     
Aggregate
               
Aggregate
             
     
Amount
   
Liquidation
   
Asset
   
Amount
   
Liquidation
   
Asset
 
     
Outstanding
   
Value
   
Coverage
   
Outstanding
   
Value
   
Coverage
 
     
(000
)
 
Per Share
   
Per Share
   
(000
)
 
Per Share
   
Per Share
 
Georgia Premium Income (NPG)
                                     
Year Ended 5/31:
                                     
2012
 
$
 
$
 
$
 
$
28,340
 
$
10.00
 
$
30.36
 
2011
   
   
   
   
28,340
   
10.00
   
28.81
 
2010
   
   
   
   
28,340
   
10.00
   
29.41
 
2009
   
27,800
   
25,000
   
71,967
   
   
   
 
2008
   
27,800
   
25,000
   
73,571
   
   
   
 
                                       
Georgia Dividend Advantage (NZX)
                                     
Year Ended 5/31:
                                     
2012
   
   
   
   
14,340
   
10.00
   
31.48
 
2011
   
   
   
   
14,340
   
10.00
   
29.73
 
2010
   
   
   
   
14,340
   
10.00
   
30.35
 
2009
   
15,000
   
25,000
   
70,871
   
   
   
 
2008
   
15,000
   
25,000
   
72,497
   
   
   
 
                                       
Georgia Dividend Advantage 2 (NKG)
                                     
Year Ended 5/31:
                                     
2012
   
   
   
   
32,265
   
10.00
   
30.78
 
2011
   
   
   
   
32,265
   
10.00
   
29.46
 
2010
   
   
   
   
32,265
   
10.00
   
30.06
 
2009
   
31,700
   
25,000
   
72,649
   
   
   
 
2008
   
33,000
   
25,000
   
73,032
   
   
   
 
 
(a)
The Ending and Average Market Value Per Share for each Series of the Fund’s MTP Shares were as follows:
 
           
Ending
   
Average
 
           
Market Value
   
Market Value
 
     
Series
   
Per Share
   
Per Share
 
Georgia Premium Income (NPG)
                   
Year Ended 5/31:
                   
2012
   
2015
 
$
10.10
 
$
10.07
 
2011
   
2015
   
10.06
   
10.02
 
2010
   
2015
   
9.99
   
9.99
2009
   
   
   
 
2008
   
   
   
 
                     
Georgia Dividend Advantage (NZX)
                   
Year Ended 5/31:
                   
2012
   
2015
   
10.08
   
10.07
 
2011
   
2015
   
10.07
   
10.03
 
2010
   
2015
   
9.97
   
9.98
2009
   
   
   
 
2008
   
   
   
 
                     
Georgia Dividend Advantage 2 (NKG)
                   
Year Ended 5/31:
                   
2012
   
2015
   
10.10
   
10.08
 
2011
   
2015
   
10.04
   
10.02
 
2010
   
2015
   
10.00
   
9.99
^^ 
2009
   
   
   
 
2008
   
   
   
 
 
^
For the period February 22, 2010 (first issuance date of shares) through May 31, 2010.
^^
For the period January 29, 2010 (first issuance date of shares) through May 31, 2010.
 
80
 
Nuveen Investments

 
 

 

   
ARPS at the End of Period
 
MTP Shares at the End of Period (a)
 
ARPS and
MTP Shares at
the End of Period
 
     
Aggregate
               
Aggregate
               
Asset Coverage
 
     
Amount
   
Liquidation
   
Asset
   
Amount
   
Liquidation
   
Asset
   
Per $1
 
     
Outstanding
   
Value
   
Coverage
   
Outstanding
   
Value
   
Coverage
   
Liquidation
 
     
(000
)
 
Per Share
   
Per Share
   
(000
)
 
Per Share
   
Per Share
   
Preference
 
North Carolina Premium Income (NNC)
                                           
Year Ended 5/31:
                                           
2012
 
$
 
$
 
$
 
$
49,835
 
$
10.00
 
$
29.56
 
$
 
2011
   
   
   
   
49,835
   
10.00
   
28.31
   
 
2010
   
21,550
   
25,000
   
76,020
   
24,300
   
10.00
   
30.41
   
3.04
 
2009
   
46,800
   
25,000
   
71,773
   
   
   
   
 
2008
   
46,800
   
25,000
   
72,450
   
   
   
   
 
                                             
North Carolina Dividend Advantage (NRB)
                                           
Year Ended 5/31:
                                           
2012
   
   
   
   
16,600
   
10.00
   
30.81
   
 
2011
   
   
   
   
16,600
   
10.00
   
30.08
   
 
2010
   
   
   
   
16,600
   
10.00
   
30.85
   
 
2009
   
17,000
   
25,000
   
73,373
   
   
   
   
 
2008
   
17,000
   
25,000
   
73,335
   
   
   
   
 
                                             
North Carolina Dividend Advantage 2 (NNO)
                                           
Year Ended 5/31:
                                           
2012
   
   
   
   
29,700
   
10.00
   
29.87
   
 
2011
   
   
   
   
29,700
   
10.00
   
28.38
   
 
2010
   
   
   
   
29,700
   
10.00
   
29.05
   
 
2009
   
28,000
   
25,000
   
72,905
   
   
   
   
 
2008
   
28,000
   
25,000
   
73,428
   
   
   
   
 
 

(a)
The Ending and Average Market Value Per Share for each Series of the Fund’s MTP Shares were as follows:
 
           
Ending
   
Average
         
Ending
   
Average
 
           
Market Value
   
Market Value
         
Market Value
   
Market Value
 
     
Series
   
Per Share
   
Per Share
   
Series
   
Per Share
   
Per Share
 
North Carolina Premium Income (NNC)
                                     
Year Ended 5/31:
                                     
2012
   
2015
 
$
10.11
 
$
10.09
   
2016
 
$
10.10
 
$
10.07
 
2011
   
2015
   
10.04
   
10.04
   
2016
   
10.00
   
9.94
ΩΩ
2010
   
2015
   
9.99
   
10.01
Ω  
   
   
 
2009
   
   
   
   
   
   
 
2008
   
   
   
   
   
   
 
                                       
North Carolina Dividend Advantage (NRB)
                                     
Year Ended 5/31:
                                     
2012
   
2015
   
10.09
   
10.07
   
   
   
 
2011
   
2015
   
10.04
   
10.01
   
   
   
 
2010
   
2015
   
10.00
   
9.97
ΩΩΩ  
   
   
 
2009
   
   
   
   
   
   
 
2008
   
   
   
   
   
   
 
                                       
North Carolina Dividend Advantage 2 (NNO)
                                     
Year Ended 5/31:
                                     
2012
   
2015
   
10.06
   
10.06
   
   
   
 
2011
   
2015
   
10.01
   
10.01
   
   
   
 
2010
   
2015
   
9.97
   
9.97
ΩΩΩ  
   
   
 
2009
   
   
   
   
   
   
 
2008
   
   
   
   
   
   
 
 
Ω
For the period January 21, 2010 (first issuance date of shares) through May 31, 2010.
ΩΩ
For the period December 14, 2010 (first issuance date of shares) through May 31, 2011.
ΩΩΩ
For the period March 30, 2010 (first issuance date of shares) through May 31, 2010.
 
See accompanying notes to financial statements.
 
Nuveen Investments
 
81

 
 

 

   
Financial
   
Highlights (continued)

   
ARPS at the End of Period
 
MTP Shares at the End of Period (a)
 
     
Aggregate
               
Aggregate
             
     
Amount
   
Liquidation
   
Asset
   
Amount
   
Liquidation
   
Asset
 
     
Outstanding
   
Value
   
Coverage
   
Outstanding
   
Value
   
Coverage
 
     
(000
)
 
Per Share
   
Per Share
   
(000
)
 
Per Share
   
Per Share
 
North Carolina Dividend Advantage 3 (NII)
                                     
Year Ended 5/31:
                                     
2012
 
$
 
$
 
$
 
$
28,725
 
$
10.00
 
$
31.13
 
2011
   
   
   
   
28,725
   
10.00
   
29.48
 
2010
   
   
   
   
28,725
   
10.00
   
30.21
 
2009
   
28,000
   
25,000
   
74,165
   
   
   
 
2008
   
28,000
   
25,000
   
74,602
   
   
   
 
 
(a)
The Ending and Average Market Value Per Share for the Fund’s MTP Shares were as follows:
 
           
Ending
   
Average
 
           
Market Value
   
Market Value
 
     
Series
   
Per Share
   
Per Share
 
North Carolina Dividend Advantage 3 (NII)
                   
Year Ended 5/31:
                   
2012
   
2015
 
$
10.05
 
$
10.08
 
2011
   
2015
   
10.02
   
10.03
 
2010
   
2015
   
10.00
   
9.99
2009
   
   
   
 
2008
   
   
   
 
 
^
For the period February 9, 2010 (first issuance date of shares) through May 31, 2010.
 
See accompanying notes to financial statements.
 
82
 
Nuveen Investments

 
 

 

   
Notes to
   
Financial Statements
 
1. General Information and Significant Accounting Policies
 
General Information
The state funds covered in this report and their corresponding Common share stock exchange symbols are Nuveen Georgia Premium Income Municipal Fund (NPG), Nuveen Georgia Dividend Advantage Municipal Fund (NZX), Nuveen Georgia Dividend Advantage Municipal Fund 2 (NKG), Nuveen North Carolina Premium Income Municipal Fund (NNC), Nuveen North Carolina Dividend Advantage Municipal Fund (NRB), Nuveen North Carolina Dividend Advantage Municipal Fund 2 (NNO) and Nuveen North Carolina Dividend Advantage Municipal Fund 3 (NII) (each a “Fund” and collectively, the “Funds”). Common shares of Georgia Premium Income (NPG), Georgia Dividend Advantage (NZX), Georgia Dividend Advantage 2 (NKG), North Carolina Dividend Advantage (NRB), North Carolina Dividend Advantage 2 (NNO) and North Carolina Dividend Advantage 3 (NII) are traded on the New York Stock Exchange (“NYSE”) while Common shares of North Carolina Premium Income (NNC) are traded on the NYSE MKT (formerly known as NYSE Amex). The Funds are registered under the Investment Company Act of 1940, as amended, as closed-end registered investment companies.
 
Each Fund seeks to provide current income exempt from both regular federal and designated state income taxes by investing primarily in a portfolio of municipal obligations issued by state and local government authorities within a single state or certain U.S. territories.
 
Approved Fund Reorganizations
On August 1, 2011, the Funds’ Board of Trustees approved a series of reorganizations for all the Georgia and North Carolina Funds included in this report. The reorganizations in each respective state are intended to create a single larger state Fund, which would potentially offer shareholders the following benefits:
 
 
Lower Fund expense ratios (excluding the effects of leverage), as fixed costs are spread over a larger asset base;
 
Enhanced secondary market trading, as larger Funds potentially make it easier for investors to buy and sell Fund shares;
 
Lower per share trading costs through reduced bid/ask spreads due to a larger common share float; and
 
Increased Fund flexibility in managing the structure and cost of leverage over time.
 
The approved reorganizations are as follows:
 
 
Acquired Funds
Acquiring Fund
 
Georgia Funds
 
 
Georgia Premium Income (NPG)
Georgia Dividend Advantage 2 (NKG)
 
Georgia Dividend Advantage (NZX)
 
     
 
Acquired Funds
Acquiring Fund
 
North Carolina Funds
 
 
North Carolina Dividend Advantage (NRB)
North Carolina Premium Income (NNC)
 
North Carolina Dividend Advantage 2 (NNO)
 
 
North Carolina Dividend Advantage 3 (NII)
 
 
The reorganizations of Georgia Premium Income (NPG) and Georgia Dividend Advantage (NZX) into Georgia Dividend Advantage 2 (NKG) was approved by shareholders of the Acquired Funds at a special meeting on May 14, 2012, which was consumated before the opening of business on July 9, 2012 (subsequent to the end of this reporting period). The reorganization of North Carolina Dividend Advantage (NRB), North Carolina Dividend Advantage 2 (NNO) and North Carolina Dividend Advantage 3 (NII) into North Carolina Premium Income (NNC) was approved by the Acquired Funds at a special meeting on May 15, 2012, which was consumated before the opening of business on July 9, 2012 (subsequent to the end of this reporting period).
 
Upon the closing of the reorganizations, the Acquired Funds will transfer their assets to the Acquiring Funds in exchange for common and preferred shares of the Acquiring Funds, and the assumption by the Acquiring Funds of the liabilities of the Acquired Funds. The Acquired Funds will then be liquidated, dissolved and terminated in accordance with their Declaration of Trust.
 
In addition, shareholders of Acquired Funds became shareholders of the Acquiring Funds. Holders of common shares received newly issued common shares of the Acquiring Funds, the aggregate net asset value of which are equal to the aggregate net asset value of the common shares of the Acquired Funds held immediately prior to the reorganizations (including for this purpose fractional Acquiring Fund shares to which shareholders would
 
Nuveen Investments
 
83

 
 

 

   
Notes to
   
Financial Statements (continued)
 
be entitled). Fractional shares will be sold on the open market and shareholders will receive cash in lieu of such fractional shares. Holders of MuniFund Term Preferred (“MTP”) Shares of each Acquired Fund will receive on a one-for-one basis newly issued MTP Shares of the Acquiring Fund, in exchange for MTP Shares of the Acquired Fund held immediately prior to the reorganization.
 
In connection with the reorganizations, each of the Acquired Funds and Acquiring Funds have accrued for certain associated costs and expenses. Such amounts are included as components of “Accrued other expense” on the Statement of Assets and Liabilities and “Reorganization expense” on the Statement of Operations.
 
Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
 
Investment Valuation
Prices of municipal bonds are provided by a pricing service approved by the Funds’ Board of Trustees. These securities are generally classified as Level 2 for fair value measurement purposes. The pricing service establishes a security’s fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer, or market activity, provided by Nuveen Fund Advisors, Inc. (the “Adviser”), a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”). These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs.
 
Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may be valued by the Funds’ Board of Trustees or its designee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of a Fund’s net asset value (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not deemed to reflect the security’s fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Funds’ Board of Trustees or its designee.
 
Refer to Footnote 2 – Fair Value Measurements for further details on the leveling of securities held by the Funds as of the end of the reporting period.
 
Investment Transactions
Investment transactions are recorded on a trade date basis. Realized gains and losses from transactions are determined on the specific identification method, which is the same basis used for federal income tax purposes. Investments purchased on a when-issued/delayed delivery basis may have extended settlement periods. Any investments so purchased are subject to market fluctuation during this period. The Funds have instructed the custodian to earmark securities in the Funds’ portfolios with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments. At May 31, 2012, North Carolina Premium Income (NNC), North Carolina Dividend Advantage (NRB), North Carolina Dividend Advantage 2 (NNO) and North Carolina Dividend Advantage 3 (NII) had outstanding delayed delivery purchase commitments of $1,354,308, $924,751, $1,514,015 and $1,478,396, respectively. There were no such outstanding purchase commitments in any of the other Funds.
 
Investment Income
Investment income, which reflects the amortization of premiums and includes accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Investment income also reflects paydown gains and losses, if any.
 
Professional Fees
Professional fees presented on the Statement of Operations consist of legal fees incurred in the normal course of operations, audit fees, tax consulting fees and, in some cases, workout expenditures. Workout expenditures are incurred in an attempt to protect or enhance an investment, or to pursue other claims or legal actions on behalf of Fund shareholders.
 
84
 
Nuveen Investments

 
 

 
 
Income Taxes
Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies (“RICs”). Therefore, no federal income tax provision is required. Furthermore, each Fund intends to satisfy conditions that will enable interest from municipal securities, which is exempt from regular federal and designated state income taxes, to retain such tax-exempt status when distributed to shareholders of the Funds. Net realized capital gains and ordinary income distributions paid by the Funds are subject to federal taxation.
 
For all open tax years and all major taxing jurisdictions, management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Funds is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
 
Dividends and Distributions to Common Shareholders
Dividends from net investment income are declared monthly. Net realized capital gains and/or market discount from investment transactions, if any, are distributed to shareholders at least annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards.
 
Distributions to Common shareholders of net investment income, net realized capital gains and/or market discount, if any, are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
 
Auction Rate Preferred Shares
Each Fund is authorized to issue Auction Rate Preferred Shares (“ARPS”). As of May 31, 2011, the Funds redeemed all of their outstanding ARPS at liquidation value.
 
MuniFund Term Preferred Shares
The Funds have issued and outstanding MTP Shares, with a $10 stated (“par”) value per share. Proceeds from the issuance of MTP Shares, net of offering expenses, were used to redeem all, or a portion of, the remainder of each Fund’s outstanding ARPS. Each Fund’s MTP Shares may be issued in one or more Series. Dividends on MTP Shares, which are recognized as interest expense for financial reporting purposes, are paid monthly at a fixed annual rate, subject to adjustments in certain circumstances. The MTP Shares trade on the NYSE. As of May 31, 2012, the number of MTP Shares outstanding, annual interest rate and NYSE “ticker” symbol for each Fund’s series of MTP Shares are as follows:

   
Georgia Premium Income (NPG)
 
Georgia Dividend Advantage (NZX)
 
           
Annual
               
Annual
       
     
Shares
   
Interest
   
NYSE
   
Shares
   
Interest
   
NYSE
 
     
Outstanding
   
Rate
   
Ticker
   
Outstanding
   
Rate
   
Ticker
 
Series 2015
   
2,834,000
   
2.65
%
 
NPG Pr C
   
1,434,000
   
2.65
%
 
NZX Pr C
 

   
Georgia Dividend Advantage 2 (NKG)
 
North Carolina Premium Income (NNC)
 
           
Annual
               
Annual
       
     
Shares
   
Interest
   
NYSE
   
Shares
   
Interest
   
NYSE
 
     
Outstanding
   
Rate
   
Ticker
   
Outstanding
   
Rate
   
Ticker
 
Series 2015
   
3,226,500
   
2.65
%
 
NKG Pr C
   
2,430,000
   
2.65
%
 
NNC Pr C
 
Series 2016
   
   
   
   
2,553,500
   
2.60
   
NNC Pr D
 

   
North Carolina Dividend Advantage (NRB)
 
North Carolina Dividend Advantage 2 (NNO)
 
           
Annual
               
Annual
       
     
Shares
   
Interest
   
NYSE
   
Shares
   
Interest
   
NYSE
 
     
Outstanding
   
Rate
   
Ticker
   
Outstanding
   
Rate
   
Ticker
 
Series 2015
   
1,660,000
   
2.60
%
 
NRB Pr C
   
2,970,000
   
2.60
%
 
NNO Pr C
 

   
North Carolina Dividend Advantage 3 (NII)
 
     
Annual
             
     
Shares
   
Interest
   
NYSE
 
     
Outstanding
   
Rate
   
Ticker
 
Series 2015
   
2,872,500
   
2.65
%
 
NII Pr C
 

Nuveen Investments
 
85

 
 

 

   
Notes to
   
Financial Statements (continued)
 
Each Fund is obligated to redeem its MTP Shares by the date as specified in its offering document (“Term Redemption Date”), unless earlier redeemed or repurchased by the Fund. MTP Shares are subject to optional and mandatory redemption in certain circumstances. MTP Shares will be subject to redemption at the option of each Fund (“Optional Redemption Date”), subject to a payment of premium for one year following the Optional Redemption Date (“Premium Expiration Date”), and at par thereafter. MTP Shares also will be subject to redemption, at the option of each Fund, at par in the event of certain changes in the credit rating of the MTP Shares. Each Fund may be obligated to redeem certain of the MTP Shares if the Fund fails to maintain certain asset coverage and leverage ratio requirements and such failures are not cured by the applicable cure date. The redemption price per share is equal to the sum of the liquidation value per share plus any accumulated but unpaid dividends. The Term Redemption Date, Optional Redemption Date and Premium Expiration Date for each Fund’s series of MTP Shares are as follows:
 
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
     
Series 2015
   
Series 2015
   
Series 2015
 
Term Redemption Date
   
March 1, 2015
   
March 1, 2015
   
February 1, 2015
 
Optional Redemption Date
   
March 1, 2011
   
March 1, 2011
   
February 1, 2011
 
Premium Expiration Date
   
February 29, 2012
   
February 29, 2012
   
January 31, 2012
 

     
North
   
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
     
Series 2015
   
Series 2016
   
Series 2015
   
Series 2015
   
Series 2015
 
Term Redemption Date
   
February 1, 2015
   
January 1, 2016
   
April 1, 2015
   
April 1, 2015
   
March 1, 2015
 
Optional Redemption Date
   
February 1, 2011
   
January 1, 2012
   
April 1, 2011
   
April 1, 2011
   
March 1, 2011
 
Premium Expiration Date
   
January 31, 2012
   
December 31, 2012
   
March 31, 2012
   
March 31, 2012
   
February 29, 2012
 
 
The average liquidation value for all series of MTP Shares outstanding for each Fund during the fiscal year ended May 31, 2012, was as follows:
                     
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
Average liquidation value of MTP Shares outstanding
 
$
28,340,000
 
$
14,340,000
 
$
32,265,000
 

     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Average liquidation value of MTP Shares outstanding
 
$
49,835,000
 
$
16,600,000
 
$
29,700,000
 
$
28,725,000
 
 
For financial reporting purposes only, the liquidation value of MTP Shares is recorded as a liability on the Statement of Assets and Liabilities. Unpaid dividends on MTP Shares are recognized as a component of “Interest payable” on the Statement of Assets and Liabilities. Dividends paid on MTP Shares are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.
 
Inverse Floating Rate Securities
Each Fund is authorized to invest in inverse floating rate securities. An inverse floating rate security is created by depositing a municipal bond, typically with a fixed interest rate, into a special purpose trust created by a broker-dealer. In turn, this trust (a) issues floating rate certificates, in face amounts equal to some fraction of the deposited bond’s par amount or market value, that typically pay short-term tax-exempt interest rates to third parties, and (b) issues to a long-term investor (such as one of the Funds) an inverse floating rate certificate (sometimes referred to as an “inverse floater”) that represents all remaining or residual interest in the trust. The income received by the inverse floater holder varies inversely with the short-term rate paid to the floating rate certificates’ holders, and in most circumstances the inverse floater holder bears substantially all of the underlying bond’s downside investment risk and also benefits disproportionately from any potential appreciation of the underlying bond’s value. The price of an inverse floating rate security will be more volatile than that of the underlying bond because the interest rate is dependent on not only the fixed coupon rate of the underlying bond but also on the short-term interest paid on the floating rate certificates, and because the inverse floating rate security essentially bears the risk of loss of the greater face value of the underlying bond.
 
86
 
Nuveen Investments

 
 

 
 
A Fund may purchase an inverse floating rate security in a secondary market transaction without first owning the underlying bond (referred to as an “externally-deposited inverse floater”), or instead by first selling a fixed-rate bond to a broker-dealer for deposit into the special purpose trust and receiving in turn the residual interest in the trust (referred to as a “self-deposited inverse floater”). The inverse floater held by a Fund gives the Fund the right (a) to cause the holders of the floating rate certificates to tender their notes at par, and (b) to have the broker transfer the fixed-rate bond held by the trust to the Fund, thereby collapsing the trust. An investment in an externally-deposited inverse floater is identified in the Portfolio of Investments as “(IF) – Inverse floating rate investment.” An investment in a self-deposited inverse floater is accounted for as a financing transaction. In such instances, a fixed-rate bond deposited into a special purpose trust is identified in the Portfolio of Investments as “(UB) – Underlying bond of an inverse floating rate trust reflected as a financing transaction,” with the Fund accounting for the short-term floating rate certificates issued by the trust as “Floating rate obligations” on the Statement of Assets and Liabilities. In addition, the Fund reflects in “Investment Income” the entire earnings of the underlying bond and recognizes the related interest paid to the holders of the short-term floating rate certificates as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.
 
During the fiscal year ended May 31, 2012, each Fund invested in externally-deposited inverse floaters and/or self-deposited inverse floaters.
 
Each Fund may also enter into shortfall and forbearance agreements (sometimes referred to as a “recourse trust” or “credit recovery swap”) (such agreements referred to herein as “Recourse Trusts”) with a broker-dealer by which a Fund agrees to reimburse the broker-dealer, in certain circumstances, for the difference between the liquidation value of the fixed-rate bond held by the trust and the liquidation value of the floating rate certificates issued by the trust plus any shortfalls in interest cash flows. Under these agreements, a Fund’s potential exposure to losses related to or on inverse floaters may increase beyond the value of a Fund’s inverse floater investments as a Fund may potentially be liable to fulfill all amounts owed to holders of the floating rate certificates. At period end, any such shortfall is recognized as “Unrealized depreciation on Recourse Trusts” on the Statement of Assets and Liabilities.
 
At May 31, 2012, the Funds were not invested in externally-deposited Recourse Trusts.
 
The average floating rate obligations outstanding and average annual interest rate and fees related to self-deposited inverse floaters during the fiscal year ended May 31, 2012, were as follows:
                                             
                       
North
   
North
   
North
   
North
 
     
Georgia
   
Georgia
   
Georgia
   
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
 
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Average floating rate obligations outstanding
 
$
1,190,000
 
$
660,000
 
$
1,395,000
 
$
5,195,000
 
$
7,160,000
 
$
4,805,000
 
$
7,480,000
 
Average annual interest rate and fees
   
0.51
%
 
0.51
%
 
0.51
%
 
0.52
%
 
0.37
%
 
0.34
%
 
0.35
%
 
Derivative Financial Instruments
Each Fund is authorized to invest in certain derivative instruments, including foreign currency forwards, futures, options and swap contracts. Although the Funds are authorized to invest in such financial instruments, and may do so in the future, they did not make any such investments during the fiscal year ended May 31, 2012.
 
Market and Counterparty Credit Risk
In the normal course of business each Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose each Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each Fund’s exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities. Futures contracts, when applicable, expose a Fund to minimal counterparty credit risk as they are exchange traded and the exchange’s clearinghouse, which is counterparty to all exchange traded futures, guarantees the futures contracts against default.
 
Each Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the predetermined threshold amount.
 
Nuveen Investments
 
87

 
 

 

   
Notes to
   
Financial Statements (continued)
 
Zero Coupon Securities
Each Fund is authorized to invest in zero coupon securities. A zero coupon security does not pay a regular interest coupon to its holders during the life of the security. Tax-exempt income to the holder of the security comes from accretion of the difference between the original purchase price of the security at issuance and the par value of the security at maturity and is effectively paid at maturity. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest periodically.
 
Offering Costs
Costs incurred by the Funds in connection with their offerings of MTP Shares were recorded as a deferred charge, which will be amortized over the life of the shares. Each Fund’s amortized deferred charges are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations. Each Fund’s offering costs incurred were as follows:
                     
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
MTP Shares offering costs
 
$
655,100
 
$
420,100
 
$
738,975
 

     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
MTP Shares offering costs
 
$
1,372,525
 
$
504,000
 
$
710,500
 
$
700,875
 
 
Custodian Fee Credit
Each Fund has an arrangement with the custodian bank whereby certain custodian fees and expenses are reduced by net credits earned on each Fund’s cash on deposit with the bank. Such deposit arrangements are an alternative to overnight investments. Credits for cash balances may be offset by charges for any days on which a Fund overdraws its account at the custodian bank.
 
Indemnifications
Under the Funds’ organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
 
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets applicable to Common shares from operations during the reporting period. Actual results may differ from those estimates.
 
2. Fair Value Measurements
Fair value is defined as the price that the Funds would receive upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.
 
Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below:
 
Level 1 -  
Quoted prices in active markets for identical securities.
Level 2 -  
Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3 -  
Significant unobservable inputs (including management’s assumptions in determining the fair value of investments).
 
88
 
Nuveen Investments

 
 

 
 
 
The inputs or methodologies used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of each Fund’s fair value measurements as of May 31, 2012:
                           
Georgia Premium Income (NPG)
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Long-Term Investments:
                         
Municipal Bonds
 
$
 
$
85,716,054
 
$
 
$
85,716,054
 
                           
Georgia Dividend Advantage (NZX)
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Long-Term Investments:
                         
Municipal Bonds
 
$
 
$
43,852,940
 
$
 
$
43,852,940
 
                           
Georgia Dividend Advantage 2 (NKG)
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Long-Term Investments:
                         
Municipal Bonds
 
$
 
$
98,929,789
 
$
 
$
98,929,789
 
                           
North Carolina Premium Income (NNC)
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Long-Term Investments:
                         
Municipal Bonds
 
$
 
$
150,259,024
 
$
 
$
150,259,024
 
                           
North Carolina Dividend Advantage (NRB)
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Long-Term Investments:
                         
Municipal Bonds
 
$
 
$
57,947,078
 
$
 
$
57,947,078
 
                           
North Carolina Dividend Advantage 2 (NNO)
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Long-Term Investments:
                         
Municipal Bonds
 
$
 
$
92,356,626
 
$
 
$
92,356,626
 
                           
North Carolina Dividend Advantage 3 (NII)
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Long-Term Investments:
                         
Municipal Bonds
 
$
 
$
95,319,747
 
$
 
$
95,319,747
 
 
During the fiscal year ended May 31, 2012, the Funds recognized no significant transfers to or from Level 1, Level 2 or Level 3.
 
3. Derivative Instruments and Hedging Activities
The Funds record derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Funds’ investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes. The Funds did not invest in derivative instruments during the fiscal year ended May 31, 2012.
 
4. Fund Shares
 
Common Shares
Since the inception of the Funds’ repurchase program, the Funds have not repurchased any of their outstanding Common shares.
 
Transactions in Common shares were as follows:

   
Georgia
Premium Income (NPG)
 
Georgia Dividend
Advantage (NZX)
 
Georgia Dividend
Advantage 2 (NKG)
 
     
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
     
5/31/12
   
5/31/11
   
5/31/12
   
5/31/11
   
5/31/12
   
5/31/11
 
Common shares issued to shareholders due to reinvestment of distributions
   
2,496
   
1,290
   
2,028
   
2,445
   
877
   
313
 

   
North Carolina
Premium Income (NNC)
 
North Carolina
Dividend Advantage (NRB)
 
     
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
     
5/31/12
   
5/31/11
   
5/31/12
   
5/31/11
 
Common shares issued to shareholders due to reinvestment of distributions
   
6,117
   
7,169
   
2,522
   
3,242
 

Nuveen Investments
 
89

 
 

 

   
Notes to
   
Financial Statements (continued)

   
North Carolina
Dividend
Advantage 2 (NNO)
 
North Carolina
Dividend
Advantage 3 (NII)
 
     
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
     
5/31/12
   
5/31/11
   
5/31/12
   
5/31/11
 
Common shares issued to shareholders due to reinvestment of distributions
   
2,021
   
1,708
   
1,619
   
1,828
 
 
Preferred Shares
As of May 31, 2010, Georgia Premium Income (NPG), Georgia Dividend Advantage (NZX), Georgia Dividend Advantage 2 (NKG), North Carolina Dividend Advantage (NRB), North Carolina Dividend Advantage 2 (NNO) and North Carolina Dividend Advantage 3 (NII) redeemed all of their ARPS at liquidation value.
 
Transactions in ARPS were as follows:

   
North Carolina Premium Income (NNC)
 
   
Year Ended
5/31/12
 
Year Ended
5/31/11
 
     
Shares
   
Amount
   
Shares
   
Amount
 
ARPS redeemed:Series TH
   
N/A
   
N/A
   
862
 
$
21,550,000
 
 
N/A – As of May 31, 2011, the Fund redeemed all of its outstanding ARPS at liquidation value.
 
Transactions in MTP Shares were as follows:

   
North Carolina Premium Income (NNC)
 
   
Year Ended
5/31/12
 
Year Ended
5/31/11
 
     
Shares
   
Amount
   
Shares
   
Amount
 
MTP Shares issued:Series 2016
   
 
$
   
2,553,500
 
$
25,535,000
 
 
5. Investment Transactions
Purchases and sales (including maturities but excluding short-term investments, where applicable) during the fiscal year ended May 31, 2012, were as follows:
 
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
Purchases
 
$
10,230,362
 
$
11,546,509
 
$
10,989,924
 
Sales and maturities
   
8,224,547
   
11,661,042
   
11,258,717
 

                           
     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Purchases
 
$
18,390,218
 
$
10,087,682
 
$
6,536,922
 
$
11,675,535
 
Sales and maturities
   
19,022,160
   
11,012,356
   
6,832,439
   
12,345,316
 

90
 
Nuveen Investments

 
 

 
6. Income Tax Information
The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing taxable market discount, timing differences in recognizing certain gains and losses on investment transactions and the treatment of investments in inverse floating rate securities reflected as financing transactions, if any. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the net asset values of the Funds.
 
At May 31, 2012, the cost and unrealized appreciation (depreciation) of investments, as determined on a federal income tax basis, were as follows:
                     
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
Cost of investments
 
$
78,215,888
 
$
40,076,831
 
$
91,900,404
 
Gross unrealized:
                   
Appreciation
 
$
6,317,082
 
$
3,142,085
 
$
5,663,147
 
Depreciation
   
(6,026
)
 
(25,084
)
 
(30,105
)
Net unrealized appreciation (depreciation) of investments
 
$
6,311,056
 
$
3,117,001
 
$
5,633,042
 

     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Cost of investments
 
$
134,926,102
 
$
47,657,367
 
$
81,282,109
 
$
81,796,430
 
Gross unrealized:
                         
Appreciation
 
$
10,179,521
 
$
4,079,685
 
$
6,298,328
 
$
6,058,606
 
Depreciation
   
(40,667
)
 
(26,368
)
 
(29,724
)
 
(15,328
)
Net unrealized appreciation (depreciation) of investments
 
$
10,138,854
 
$
4,053,317
 
$
6,268,604
 
$
6,043,278
 
 
Permanent differences, primarily due to federal taxes paid, taxable market discount, nondeductible offering costs and nondeductible reorganization costs, resulted in reclassifications among the Funds’ components of Common share net assets at May 31, 2012, the Funds’ tax year end, as follows:
                     
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
Paid-in-surplus
 
$
(369,396
)
$
(137,611
)
$
(266,952
)
Undistributed (Over-distribution of) net investment income
   
369,258
   
137,434
   
266,920
 
Accumulated net realized gain (loss)
   
138
   
177
   
32
 

     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Paid-in-surplus
 
$
(619,856
)
$
(141,514
)
$
(215,329
)
$
(226,344
)
Undistributed (Over-distribution of) net investment income
   
618,660
   
141,398
   
211,722
   
226,319
 
Accumulated net realized gain (loss)
   
1,196
   
116
   
3,607
   
25
 

Nuveen Investments
 
91

 
 

 
 
    Notes to
    Financial Statements (continued)
 
The tax components of undistributed net tax-exempt income, net ordinary income and net long-term capital gains at May 31, 2012, the Funds’ tax year end, were as follows:
                     
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
Undistributed net tax-exempt income *
 
$
702,074
 
$
238,144
 
$
507,992
 
Undistributed net ordinary income **
   
   
3,409
   
6,397
 
Undistributed net long-term capital gains
   
   
   
 

     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Undistributed net tax-exempt income *
 
$
892,451
 
$
257,187
 
$
317,027
 
$
296,303
 
Undistributed net ordinary income **
   
   
880
   
1,808
   
1,812
 
Undistributed net long-term capital gains
   
   
40,384
   
   
 
 
*
Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on May 1, 2012, paid on June 1, 2012.
**
Net ordinary income consists of taxable market discount income and net short-term capital gains, if any.
 
The tax character of distributions paid during the Funds’ tax years ended May 31, 2012 and May 31, 2011, was designated for purposes of the dividends paid deduction as follows:
 
     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
2012
   
(NPG
)
 
(NZX
)
 
(NKG
)
Distributions from net tax-exempt income***
 
$
3,370,744
 
$
1,847,970
 
$
4,030,387
 
Distributions from net ordinary income**
   
   
   
 
Distributions from net long-term capital gains
   
   
   
 

     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
2012
   
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Distributions from net tax-exempt income***
 
$
5,847,630
 
$
2,254,861
 
$
3,692,416
 
$
3,757,920
 
Distributions from net ordinary income**
   
   
   
   
 
Distributions from net long-term capital gains
   
   
   
   
 

     
Georgia
   
Georgia
   
Georgia
 
     
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
 
2011
   
(NPG
)
 
(NZX
)
 
(NKG
)
Distributions from net tax-exempt income
 
$
3,445,893
 
$
1,894,084
 
$
4,134,788
 
Distributions from net ordinary income**
   
   
   
 
Distributions from net long-term capital gains
   
   
   
 

     
North
   
North
   
North
   
North
 
     
Carolina
   
Carolina
   
Carolina
   
Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
2011
   
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Distributions from net tax-exempt income
 
$
5,682,816
 
$
2,338,991
 
$
3,834,059
 
$
3,878,904
 
Distributions from net ordinary income**
   
   
   
   
 
Distributions from net long-term capital gains
   
   
   
   
 
 
**
Net ordinary income consists of taxable market discount income and net short-term capital gains, if any.
***
The Funds hereby designate these amounts paid during the fiscal year ended May 31, 2012, as Exempt Interest Dividends.
 
92
 
Nuveen Investments

 
 

 
 
At May 31, 2012, the Funds’ tax year end, the following Funds had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied, the carryforwards will expire as follows:
 
     
Georgia
   
Georgia
   
Georgia
   
North Carolina
   
North Carolina
   
North Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Premium
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Income
   
Advantage 2
   
Advantage 3
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
 
(NNC
)
 
(NNO
)
 
(NII
)
Expiration:
                                     
May 31, 2014
 
$
 
$
 
$
182,725
 
$
 
$
 
$
350,835
 
May 31, 2016
   
   
   
   
   
   
115,010
 
May 31, 2017
   
577,387
   
   
1,087,212
   
12,771
   
   
42,115
 
May 31, 2018
   
393,867
   
154,744
   
1,329,548
   
353,181
   
205,264
   
56,088
 
May 31, 2019
   
   
   
48,370
   
   
   
 
Total
 
$
971,254
 
$
154,744
 
$
2,647,855
 
$
365,952
 
$
205,264
 
$
564,048
 
 
During the Funds’ tax year ended May 31, 2012, the Funds utilized capital loss carryforwards as follows:
 
     
Georgia
   
Georgia
   
Georgia
   
North Carolina
   
North Carolina
   
North Carolina
   
North Carolina
 
     
Premium
   
Dividend
   
Dividend
   
Premium
   
Dividend
   
Dividend
   
Dividend
 
     
Income
   
Advantage
   
Advantage 2
   
Income
   
Advantage
   
Advantage 2
   
Advantage 3
 
     
(NPG
)
 
(NZX
)
 
(NKG
)
 
(NNC
)
 
(NRB
)
 
(NNO
)
 
(NII
)
Utilized capital loss carryforwards
 
$
203,426
 
$
148,119
 
$
206,372
 
$
159,857
 
$
134,623
 
$
182,321
 
$
68,553
 
 
On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. One of the more prominent changes addresses capital loss carryforwards. Under the Act, each Fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.
 
The Act also contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions.
 
During the Funds’ tax year ended May 31, 2012, there were no post-enactment capital losses generated by any of the Funds.
 
The Funds have elected to defer losses incurred from November 1, 2011 through May 31, 2012, the Funds’ tax year end, in accordance with federal income tax rules. These losses are treated as having arisen on the first day of the following fiscal year. The following Funds have elected to defer post-October losses as follows:
 
     
Georgia
   
Georgia
 
     
Premium
   
Dividend
 
     
Income
   
Advantage 2
 
     
(NPG
)
 
(NKG
)
Post-October capital losses
 
$
2,944
 
$
2,668
 
Late-year ordinary losses
   
   
 
 
7. Management Fees and Other Transactions with Affiliates
Each Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within the Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.

Nuveen Investments
 
93

 
 

 
 
    Notes to
    Financial Statements (continued)
 
The annual fund-level fee for each Fund, payable monthly, is calculated according to the following schedules:

 
Georgia Premium Income (NPG)
 
North Carolina Premium Income (NNC)
Average Daily Managed Assets*
Fund-Level Fee Rate
For the first $125 million
.4500
%
For the next $125 million
.4375
 
For the next $250 million
.4250
 
For the next $500 million
.4125
 
For the next $1 billion
.4000
 
For the next $3 billion
.3875
 
For managed assets over $5 billion
.3750
 
 
 
Georgia Dividend Advantage (NZX)
 
Georgia Dividend Advantage 2 (NKG)
 
North Carolina Dividend Advantage (NRB)
 
North Carolina Dividend Advantage 2 (NNO)
 
North Carolina Dividend Advantage 3 (NII)
Average Daily Managed Assets*
Fund-Level Fee Rate
For the first $125 million
.4500
%
For the next $125 million
.4375
 
For the next $250 million
.4250
 
For the next $500 million
.4125
 
For the next $1 billion
.4000
 
For managed assets over $2 billion
.3750
 
 
The annual complex-level fee for each Fund, payable monthly, is calculated according to the following schedule:

Complex-Level Managed Asset Breakpoint Level*
Effective Rate at Breakpoint Level
$55 billion
.2000
%
$56 billion
.1996
 
$57 billion
.1989
 
$60 billion
.1961
 
$63 billion
.1931
 
$66 billion
.1900
 
$71 billion
.1851
 
$76 billion
.1806
 
$80 billion
.1773
 
$91 billion
.1691
 
$125 billion
.1599
 
$200 billion
.1505
 
$250 billion
.1469
 
$300 billion
.1445
 
 

*
For the fund-level and complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes the funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen Funds that constitute “eligible assets.” Eligible assets do not include assets attributable to investments in other Nuveen Funds and assets in excess of $2 billion added to the Nuveen Fund complex in connection with the Adviser’s assumption of the management of the former First American Funds effective January 1, 2011. As of May 31, 2012, the complex level fee rate for these Funds was .1735%.
 
The management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Adviser is responsible of each Fund’s overall strategy and asset allocation decisions. The Adviser has entered into sub-advisory agreements with Nuveen Asset Management, LLC, (the”Sub-Adviser”), a wholly-owned subsidiary of the Adviser, under which the Sub-Adviser manages the investment portfolios of the Funds. The Sub-Adviser is compensated for its services to the Funds from the management fees paid to the Adviser.
 
94
 
Nuveen Investments

 
 

 
 
The Funds pay no compensation directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Funds from the Adviser or its affiliates. The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen-advised funds.
 
For the first ten years of Georgia Dividend Advantage’s (NZX) operations, the Adviser has agreed to reimburse the Fund, as a percentage of average daily managed assets, for fees and expenses in the amounts and for the time periods set forth below:
 
Year Ending
 
Year Ending
 
September 30,
 
September 30,
 
2001*
.30%
2007
.25%
2002
.30
2008
.20
2003
.30
2009
.15
2004
.30
2010
.10
2005
.30
2011
.05
2006
.30
   
 

*
From the commencement of operations.
 
The Adviser has not agreed to reimburse Georgia Dividend Advantage (NZX) for any portion of its fees and expenses beyond September 30, 2011.
 
For the first ten years of North Carolina Dividend Advantage 2’s (NNO) operations, the Adviser has agreed to reimburse the Fund, as a percentage of average daily managed assets, for fees and expenses in the amounts and for the time periods set forth below:
 
Year Ending
 
Year Ending
 
November 30,
 
November 30,
 
2001*
.30%
2007
.25%
2002
.30
2008
.20
2003
.30
2009
.15
2004
.30
2010
.10
2005
.30
2011
.05
2006
.30
   
 

*
From the commencement of operations.
 
The Adviser has not agreed to reimburse North Carolina Dividend Advantage 2 (NNO) for any portion of its fees and expenses beyond November 30, 2011.
 
8. New Accounting Pronouncements
 
Fair Value Measurements and Disclosures
On May 12, 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04 (“ASU No. 2011-04”) modifying Topic 820, Fair Value Measurements and Disclosures. At the same time, the International Accounting Standards Board (“IASB”) issued International Financial Reporting Standard (“IFRS”) 13, Fair Value Measurement. The objective of the FASB and IASB is convergence of their guidance on fair value measurements and disclosures. Specifically, ASU No. 2011-04 requires reporting entities to disclose i) the amounts of any transfers between Level 1 and Level 2 and the reasons for the transfers and ii) for Level 3 fair value measurements, a) quantitative information about significant unobservable inputs used, b) a description of the valuation processes used by the reporting entity and c) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs if a change in those inputs might result in a significantly higher or lower fair value measurement. The effective date of the ASU No. 2011-04 is for interim and annual periods beginning after December 15, 2011. At this time, management is evaluating the implications of this guidance and the impact it will have to the financial statement amounts and footnote disclosures, if any.
 
Nuveen Investments
 
95

 
 

 
 
Annual Investment Management Agreement
Approval Process (Unaudited)
 
The Board of Trustees (each, a “Board” and each Trustee, a “Board Member”) of the Funds, including the Board Members who are not parties to the Funds’ advisory or sub-advisory agreements or “interested persons” of any such parties (the “Independent Board Members”), is responsible for approving the advisory agreements (each, an “Investment Management Agreement”) between each Fund and Nuveen Fund Advisors, Inc. (the “Advisor”) and the sub-advisory agreements (each a “Sub-Advisory Agreement”) between the Advisor and Nuveen Asset Management, LLC (the “Sub-Advisor”) (the Investment Management Agreements and the Sub-Advisory Agreements are referred to collectively as the “Advisory Agreements”) and their periodic continuation. Pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), the Board is required to consider the continuation of the Advisory Agreements on an annual basis. Accordingly, at an in-person meeting held on May 21-23, 2012 (the “May Meeting”), the Board, including a majority of the Independent Board Members, considered and approved the continuation of the Advisory Agreements for the Funds for an additional one-year period.
 
In preparation for their considerations at the May Meeting, the Board requested and received extensive materials prepared in connection with the review of the Advisory Agreements. The materials provided a broad range of information regarding the Funds, the Advisor and the Sub-Advisor (the Advisor and the Sub-Advisor are collectively, the “Fund Advisers” and each, a “Fund Adviser”). As described in more detail below, the information provided included, among other things, a review of Fund performance, including Fund investment performance assessments against peer groups and appropriate benchmarks, a comparison of Fund fees and expenses relative to peers, a description and assessment of shareholder service levels for the Funds, a summary of the performance of certain service providers, a review of product initiatives and shareholder communications and an analysis of the Advisor’s profitability with comparisons to comparable peers in the managed fund business. As part of their annual review, the Board also held a separate meeting on April 18-19, 2012, to review the Funds’ investment performance and consider an analysis provided by the Advisor of the Sub-Advisor which generally evaluated the Sub-Advisor’s investment team, investment mandate, organizational structure and history, investment philosophy and process, performance of the applicable Fund, and significant changes to the foregoing. As a result of their review of the materials and discussions, the Board presented the Advisor with questions and the Advisor responded.
 
The materials and information prepared in connection with the annual review of the Advisory Agreements supplement the information and analysis provided to the Board

96
 
Nuveen Investments

 
 

 
 
during the year. In this regard, throughout the year, the Board, acting directly or through its committees, regularly reviews the performance and various services provided by the Advisor and the Sub-Advisor. The Board meets at least quarterly as well as at other times as the need arises. At its quarterly meetings, the Board reviews reports by the Advisor which include, among other things, Fund performance, a review of the investment teams and reports on compliance, regulatory matters and risk management. The Board also meets with key investment personnel managing the Fund portfolios during the year. In October 2011, the Board also created two new standing committees (the Open-end Fund Committee and the Closed-end Fund Committee) to assist the full Board in monitoring and gaining a deeper insight into the distinctive issues and business practices of open-end and closed-end funds.
 
In addition, the Board continues its program of seeking to have the Board Members or a subset thereof visit each sub-advisor to the Nuveen funds at least once over a multiple year rotation, meeting with key investment and business personnel. In this regard, the Board visited with the Sub-Advisor’s municipal team in Minneapolis in September 2011, and with the Sub-Advisor’s municipal team in Chicago in November 2011. Further, an ad hoc committee of the Board visited the then-current transfer agents of the Nuveen funds in 2011 and the audit committee of the Board visited the various pricing agents for the Nuveen funds in January 2012.
 
The Board considers factors and information that are relevant to its annual consideration of the renewal of the Advisory Agreements at the meetings held throughout the year. Accordingly, the Board considers the information provided and knowledge gained at these meetings when performing its annual review of the Advisory Agreements. The Independent Board Members are assisted throughout the process by independent legal counsel who provided materials describing applicable law and the duties of directors or trustees in reviewing advisory contracts and met with the Independent Board Members in executive sessions without management present. In addition, it is important to recognize that the management arrangements for the Nuveen funds are the result of many years of review and discussion between the Independent Board Members and fund management and that the Board Members’ conclusions may be based, in part, on their consideration of fee arrangements and other factors developed in previous years.
 
The Board considered all factors it believed relevant with respect to each Fund, including among other factors: (a) the nature, extent and quality of the services provided by the Fund Advisers, (b) the investment performance of the Fund and Fund Advisers, (c) the advisory fees and costs of the services to be provided to the Funds and the profitability of the Fund Advisers, (d) the extent of any economies of scale, (e) any benefits derived by the Fund Advisers from the relationship with the Fund and (f) other factors. Each Board Member may have accorded different weight to the various factors in reaching his or her conclusions with respect to a Fund’s Advisory Agreements. The Independent Board Members did not identify any single factor as all important or controlling. The Independent Board Members’ considerations were instead based on a

Nuveen Investments
 
97

 
 

 
 
Annual Investment Management Agreement
Approval Process (Unaudited) (continued)
 
comprehensive consideration of all the information presented. The principal factors considered by the Board and its conclusions are described below.
 
A. Nature, Extent and Quality of Services
In considering renewal of the Advisory Agreements, the Independent Board Members considered the nature, extent and quality of the Fund Adviser’s services, including advisory services and the resulting Fund performance and administrative services. The Independent Board Members further considered the overall reputation and capabilities of the Advisor and its affiliates, the commitment of the Advisor to provide high quality service to the Funds, their overall confidence in the Advisor’s integrity and the Advisor’s responsiveness to questions and concerns raised by them. The Independent Board Members reviewed materials outlining, among other things, the Fund Adviser’s organization and business; the types of services that the Fund Adviser or its affiliates provide to the Funds; the performance record of the applicable Fund (as described in further detail below); and any initiatives Nuveen had taken for the applicable fund product line.
 
In considering advisory services, the Board recognized that the Advisor provides various oversight, administrative, compliance and other services for the Funds and the Sub-Advisor generally provides the portfolio investment management services to the Funds. In reviewing the portfolio management services provided to each Fund, the Board reviewed the materials provided by the Nuveen Investment Services Oversight Team analyzing, among other things, the Sub-Advisor’s investment team and changes thereto, organization and history, assets under management, Fund objectives and mandate, the investment team’s philosophy and strategies in managing the Fund, developments affecting the Sub-Advisor or Fund and Fund performance. The Independent Board Members also reviewed portfolio manager compensation arrangements to evaluate each Fund Adviser’s ability to attract and retain high quality investment personnel, preserve stability, and reward performance but not provide an inappropriate incentive to take undue risks. In addition, the Board considered the Advisor’s execution of its oversight responsibilities over the Sub-Advisor. Given the importance of compliance, the Independent Board Members also considered Nuveen’s compliance program, including the report of the chief compliance officer regarding the Funds’ compliance policies and procedures; the resources dedicated to compliance; and the record of compliance with the policies and procedures.
 
In addition to advisory services, the Board considered the quality and extent of administrative and other non-investment advisory services the Advisor and its affiliates provide to the Funds, including product management, investment services (such as oversight of investment policies and procedures, risk management, and pricing), fund administration, oversight of service providers, shareholder services and communications, administration of Board relations, regulatory and portfolio compliance, legal support, managing leverage and promoting an orderly secondary market for common shares. The Board further recognized Nuveen’s additional investments in personnel, including in compliance and risk management.

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In reviewing the services provided, the Board also reviewed materials describing various notable initiatives and projects the Advisor performed in connection with the closed-end fund product line. These initiatives included completion of the refinancing of auction rate preferred securities; efforts to eliminate product overlap with fund mergers; elimination of the insurance mandate on several funds; ongoing services to manage leverage that has become increasingly complex; continued secondary market offerings, share repurchases and other support initiatives for certain funds; and continued communications efforts with shareholders, fund analysts and financial advisers. With respect to the latter, the Independent Board Members noted Nuveen’s continued commitment to supporting the secondary market for the common shares of its closed-end funds through a comprehensive secondary market communication program designed to raise investor and analyst awareness and understanding of closed-end funds. Nuveen’s support services included, among other things: continuing communications concerning the refinancing efforts related to auction rate preferred securities; supporting and promoting munifund term preferred shares (MTP) including by launching a microsite dedicated to MTP shares; sponsoring and participating in conferences; communicating with closed-end fund analysts covering the Nuveen funds throughout the year; providing marketing and product updates for the closed-end funds; and maintaining and enhancing a closed-end fund website.
 
Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided to the respective Funds under each applicable Advisory Agreement were satisfactory.
 
B. The Investment Performance of the Funds and Fund Advisers
The Board, including the Independent Board Members, reviewed and considered the performance history of each Fund over various time periods. The Board reviewed, among other things, each Fund’s historic investment performance as well as information comparing the Fund’s performance information with that of other funds (the “Performance Peer Group”) based on data compiled by Nuveen that was provided by an independent provider of mutual fund data and with recognized and/or customized benchmarks (i.e., benchmarks derived from multiple recognized benchmarks).
 
The Board reviewed reports, including a comprehensive analysis of the Funds’ performance and the applicable investment team. In this regard, the Board reviewed each Fund’s total return information compared to its Performance Peer Group for the quarter, one-, three- and five-year periods ending December 31, 2011, as well as performance information reflecting the first quarter of 2012. In addition, the Board reviewed each Fund’s total return information compared to recognized and/or customized benchmarks for the quarter, one- and three-year periods ending December 31, 2011, as well as performance information reflecting the first quarter of 2012. The Independent Board Members also reviewed historic premium and discount levels, including a summary of actions taken to address or discuss other developments affecting the secondary market

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Annual Investment Management Agreement
Approval Process (Unaudited) (continued)
 
discounts of various funds. This information supplemented the fund performance information provided to the Board at each of its quarterly meetings.
 
In reviewing performance comparison information, the Independent Board Members recognized that the usefulness of the comparisons of the performance of certain funds with the performance of their respective Performance Peer Group may be limited because the Performance Peer Group may not adequately represent the objectives and strategies of the applicable funds or may be limited in size or number. In this regard, the Independent Board Members noted that the Performance Peer Groups of each of the Funds were classified as having significant differences from such Funds based on various considerations such as special fund objectives, potential investable universe and the composition of the peer set (e.g., the number and size of competing funds and number of competing managers). The Independent Board Members also noted that the investment experience of a particular shareholder in the Nuveen funds will vary depending on when such shareholder invests in the applicable fund, the class held (if multiple classes are offered in a fund) and the performance of the fund (or respective class) during that shareholder’s investment period. In addition, although the performance below reflects the performance results for the time periods ending as of the most recent calendar year end (unless otherwise indicated), the Board also recognized that selecting a different ending time period may derive different results. Furthermore, while the Board is cognizant of the relevant performance of a fund’s peer set and/or benchmark(s), the Board evaluated fund performance in light of the respective fund’s investment objectives, investment parameters and guidelines and recognized that the objectives, investment parameters and guidelines of peers and/or benchmarks may differ to some extent, thereby resulting in differences in performance results. Nevertheless, with respect to any Nuveen funds that the Board considers to have underperformed their peers and/or benchmarks from time to time, the Board monitors such funds closely and considers any steps necessary or appropriate to address such issues.
 
As noted above, each of the Funds had significant differences with its Performance Peer Group. Therefore, the Independent Board Members considered the Funds’ performance compared to their benchmarks. In this regard, the Independent Board Members noted that each Fund outperformed its respective benchmark in the one- and three-year periods.
 
Based on their review, the Independent Board Members determined that each Fund’s investment performance had been satisfactory.

C.
Fees, Expenses and Profitability
   
 
1. Fees and Expenses
 
The Board evaluated the management fees and expenses of each Fund reviewing, among other things, such Fund’s gross management fees, net management fees and net expense ratios in absolute terms as well as compared to the fee and expenses of a comparable universe of funds provided by an independent fund data provider (the “Peer Universe”) and any expense limitations.

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The Independent Board Members further reviewed the methodology regarding the construction of the applicable Peer Universe. In reviewing the comparisons of fee and expense information, the Independent Board Members took into account that in certain instances various factors such as: the limited size and particular composition of the Peer Universe (including the inclusion of other Nuveen funds in the peer set); expense anomalies; changes in the funds comprising the Peer Universe from year to year; levels of reimbursement or fee waivers; the timing of information used; the differences in the type and use of leverage; and differences in the states reflected in the Peer Universe may impact the comparative data, thereby limiting somewhat the ability to make a meaningful comparison with peers.
   
 
In reviewing the fee schedule for a Fund, the Independent Board Members also considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen (applicable, in particular, for certain closed-end funds launched since 1999). In reviewing fees and expenses (excluding leverage costs and leveraged assets), the Board considered the expenses and fees to be higher if they were over 10 basis points higher, slightly higher if they were approximately 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Universe. In reviewing the reports, the Board noted that the overwhelming majority of the Nuveen funds were at, close to or below their peer set average based on the net total expense ratio.
   
  The Independent Board Members noted that the Nuveen Georgia Premium Income Municipal Fund had net management fees slightly higher than the peer average, but a net expense ratio in line with the peer average and that the other Funds each had net management fees and net expense ratios (including fee waivers and expense reimbursements) below or in line with their peer averages.
   
 
Based on their review of the fee and expense information provided, the Independent Board Members determined that each Fund’s management fees were reasonable in light of the nature, extent and quality of services provided to the Fund.
   
 
2. Comparisons with the Fees of Other Clients
 
The Independent Board Members further reviewed information regarding the nature of services and range of fees offered by the Advisor to other clients, including municipal separately managed accounts and passively managed exchange traded funds (ETFs) sub-advised by the Advisor. In evaluating the comparisons of fees, the Independent Board Members noted that the fee rates charged to the Funds and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies, such as the Funds. Accordingly, the Independent Board Members considered the differences in the product types, including, but not limited to, the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. The Independent Board Members noted, in particular, that

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Annual Investment Management Agreement
Approval Process (Unaudited) (continued)

 
the range of services provided to the Funds (as discussed above) is much more extensive than that provided to separately managed accounts. Given the inherent differences in the various products, particularly the extensive services provided to the Funds, the Independent Board Members believe such facts justify the different levels of fees.
   
 
In considering the fees of the Sub-Advisor, the Independent Board Members also considered the pricing schedule or fees that the Sub-Advisor charges for similar investment management services for other Nuveen funds, funds of other sponsors (if any), and other clients (such as retail and/or institutional managed accounts).
   
 
3. Profitability of Fund Advisers
 
In conjunction with its review of fees, the Independent Board Members also considered the profitability of Nuveen for its advisory activities and its financial condition. The Independent Board Members reviewed the revenues and expenses of Nuveen’s advisory activities for the last two calendar years, the allocation methodology used in preparing the profitability data and an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2011. The Independent Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Independent Board Members noted that they have an Independent Board Member serve as a point person to review and keep them apprised of changes to the profitability analysis and/or methodologies during the year. The Independent Board Members also considered Nuveen’s revenues for advisory activities, expenses, and profit margin compared to that of various unaffiliated management firms with comparable assets under management (based on asset size and asset composition).
   
 
In reviewing profitability, the Independent Board Members recognized the Advisor’s continued investment in its business to enhance its services, including capital improvements to investment technology, updated compliance systems, and additional personnel in compliance, risk management, and product development as well as its ability to allocate resources to various areas of the Advisor as the need arises. In addition, in evaluating profitability, the Independent Board Members also recognized the subjective nature of determining profitability which may be affected by numerous factors including the allocation of expenses. Further, the Independent Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations. Notwithstanding the foregoing, the Independent Board Members reviewed Nuveen’s methodology and assumptions for allocating expenses across product lines to determine profitability. In reviewing profitability, the Independent Board Members

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recognized Nuveen’s investment in its fund business. Based on their review, the Independent Board Members concluded that the Advisor’s level of profitability for its advisory activities was reasonable in light of the services provided.
   
 
With respect to sub-advisers affiliated with Nuveen, including the Sub-Advisor, the Independent Board Members reviewed the sub-adviser’s revenues, expenses and profitability margins (pre- and post-tax) for its advisory activities and the methodology used for allocating expenses among the internal sub-advisers. Based on their review, the Independent Board Members were satisfied that the Sub-Advisor’s level of profitability was reasonable in light of the services provided.
   
 
In evaluating the reasonableness of the compensation, the Independent Board Members also considered other amounts paid to a Fund Adviser by the Funds as well as any indirect benefits (such as soft dollar arrangements, if any) the Fund Adviser and its affiliates receive, or are expected to receive, that are directly attributable to the management of the Funds, if any. See Section E below for additional information on indirect benefits a Fund Adviser may receive as a result of its relationship with the Funds. Based on their review of the overall fee arrangements of each Fund, the Independent Board Members determined that the advisory fees and expenses of the respective Fund were reasonable.
   
D.
Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. One method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Generally, management fees for funds in the Nuveen complex are comprised of a fund-level component and a complex-level component, subject to certain exceptions. Accordingly, the Independent Board Members reviewed and considered the applicable fund-level breakpoints in the advisory fee schedules that reduce advisory fees as asset levels increase. Further, the Independent Board Members noted that although closed-end funds may from time-to-time make additional share offerings, the growth of their assets will occur primarily through the appreciation of such funds’ investment portfolio.
 
In addition to fund-level advisory fee breakpoints, the Board also considered the Funds’ complex-wide fee arrangement. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex are generally reduced as the assets in the fund complex reach certain levels. The complex-wide fee arrangement seeks to provide the benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or have decreased. The approach reflects the notion that some of Nuveen’s costs are attributable to services provided to all its funds in the complex and therefore all funds benefit if these costs are spread over a larger asset base. In addition, with the acquisition of the funds previously

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Annual Investment Management Agreement
Approval Process (Unaudited) (continued)
 
advised by FAF Advisors, Inc., the Board noted that a portion of such funds’ assets at the time of acquisition were deemed eligible to be included in the complex-wide fee calculation in order to deliver fee savings to shareholders in the combined complex and such funds were subject to differing complex-level fee rates.
 
Based on their review, the Independent Board Members concluded that the breakpoint schedules and complex-wide fee arrangement were acceptable and reflect economies of scale to be shared with shareholders when assets under management increase.
 
E. Indirect Benefits
In evaluating fees, the Independent Board Members received and considered information regarding potential “fall out” or ancillary benefits the respective Fund Adviser or its affiliates may receive as a result of its relationship with each Fund. In this regard, the Independent Board Members considered any revenues received by affiliates of the Advisor for serving as co-manager in initial public offerings of new closed-end funds as well as revenues received in connection with secondary offerings.
 
In addition to the above, the Independent Board Members considered whether the Fund Advisers received any benefits from soft dollar arrangements whereby a portion of the commissions paid by a Fund for brokerage may be used to acquire research that may be useful to the Fund Adviser in managing the assets of the Funds and other clients. The Independent Board Members recognized that each Fund Adviser has the authority to pay a higher commission in return for brokerage and research services if it determines in good faith that the commission paid is reasonable in relation to the value of the brokerage and research services provided and may benefit from such soft dollar arrangements. Similarly, the Board recognized that the research received pursuant to soft dollar arrangements by a Fund Adviser may also benefit a Fund and shareholders to the extent the research enhances the ability of the Fund Adviser to manage the Fund. The Independent Board Members noted that the Fund Advisers’ profitability may be somewhat lower if they did not receive the research services pursuant to the soft dollar arrangements and had to acquire such services directly.
 
Based on their review, the Independent Board Members concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Funds were reasonable and within acceptable parameters.
 
F. Other Considerations
The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of each Advisory Agreement are fair and reasonable, that the respective Fund Adviser’s fees are reasonable in light of the services provided to each Fund and that the Advisory Agreements be renewed.

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Board Members & Officers (Unaudited)

   
The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the board members of the Funds. The number of board members of the Funds is currently set at ten. None of the board members who are not “interested” persons of the Funds (referred to herein as “independent board members”) has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the board members and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below.
 

 
Name,
Birthdate
& Address
 
Position(s) Held
with the Funds
 
Year First
Elected or
Appointed
and Term(1)
 
Principal
Occupation(s)
including other
Directorships
During Past 5 Years
 
Number
of Portfolios
in Fund Complex
Overseen by
Board Member
                   
Independent Board Members:
           
ROBERT P. BREMNER
               
 
8/22/40
333 W. Wacker Drive
Chicago, IL 60606
 
Chairman of
the Board
and Board Member
 
1996
Class III
 
Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute.
 
222
                   
JACK B. EVANS
               
 
10/22/48
333 W. Wacker Drive
Chicago, IL 60606
 
 
Board Member
 
 
1999
Class III
 
President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Chairman, United Fire Group, a publicly held company; member of the Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College and the Iowa College Foundation; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.
 
 
222
                   
WILLIAM C. HUNTER
               
 
3/6/48
333 W. Wacker Drive
Chicago, IL 60606
 
 
Board Member
 
 
2004
Class I
 
Dean Emeritus (since June 30, 2012), formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2004) of Xerox Corporation; Director (since 2005), and President (since July 2012) Beta Gamma Sigma International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University.
 
 
222
                   
DAVID J. KUNDERT
               
 
10/28/42
333 W. Wacker Drive
Chicago, IL 60606
 
 
Board Member
 
 
2005
Class II
 
Director, Northwestern Mutual Wealth Management Company; retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Member, Board of Regents, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation.
 
 
222
                   
WILLIAM J. SCHNEIDER
               
 
9/24/44
333 W. Wacker Drive
Chicago, IL 60606
 
 
Board Member
 
 
1996
Class III
 
Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; member, University of Dayton Business School Advisory Council;member, Mid-America Health System Board; formerly, member and chair, Dayton Philharmonic Orchestra Association; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank.
 
 
222

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105

 
 

 
 
Board Members & Officers (Unaudited) (continued)
 
 
Name,
Birthdate
& Address
 
Position(s) Held
with the Funds
 
Year First
Elected or
Appointed
and Term(1)
 
Principal
Occupation(s)
Including other
Directorships
During Past 5 Years
 
Number
of Portfolios
in Fund Complex
Overseen by
Board Member
                   
Independent Board Members:
           
JUDITH M. STOCKDALE
               
 
12/29/47
333 W. Wacker Drive
Chicago, IL 60606
 
Board Member
 
1997
Class I
 
Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).
 
222
                   
CAROLE E. STONE
               
 
6/28/47
333 W. Wacker Drive
Chicago, IL 60606
 
 
Board Member
 
 
2007
Class I
 
Director, Chicago Board Options Exchange (since 2006); Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).
 
 
222
                   
VIRGINIA L. STRINGER
               
 
8/16/44
333 W. Wacker Drive
Chicago, IL 60606
 
 
Board Member
 
 
2011
 
Board Member, Mutual Fund Directors Forum; former governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc. a management consulting firm; former Member, Governing Board, Investment Company Institute’s Independent Directors Council; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company; Independent Director, First American Fund Complex (1987-2010) and Chair (1997-2010).
 
 
222
                   
TERENCE J. TOTH
               
 
9/29/59
333 W. Wacker Drive
Chicago, IL 60606
 
 
Board Member
 
 
2008
Class II
 
Director, Legal & General Investment Management America, Inc. (since 2008); Managing Partner, Promus Capital (since 2008); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); member: Goodman Theatre Board (since 2004), Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012), and a member of its investment committee; formerly,Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).
 
 
222
                   
 
Interested Board Member:
               
JOHN P. AMBOIAN(2)
               
 
6/14/61
333 W. Wacker Drive
Chicago, IL 60606
 
 
Board Member
 
 
2008
Class II
 
Chief Executive Officer and Chairman (since 2007) and Director (since 1999) of Nuveen Investments, Inc., formerly, President (1999-2007); Chief Executive Officer (since 2007) of Nuveen Investments Advisers, Inc.; Director (since 1998) formerly, Chief Executive Officer (2007-2010) of Nuveen Fund Advisors, Inc.
 
 
222

106
 
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Name,
Birthdate
and Address
 
Position(s) Held
with the Funds
 
Year First
Elected or
Appointed(3)
 
Principal
Occupation(s)
During Past 5 Years
 
Number
of Portfolios
in Fund Complex
Overseen
by Officer
                   
Officers of the Funds:
           
GIFFORD R. ZIMMERMAN
               
 
9/9/56
333 W. Wacker Drive
Chicago, IL 60606
 
Chief
Administrative
Officer
 
1988
 
Managing Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director, Associate General Counsel and Assistant Secretary, of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Nuveen Investments Advisers Inc. (since 2002), Santa Barbara Asset Management, LLC (since 2006), and of Winslow Capital Management Inc. (since 2010); Chief Administrative Officer and Chief Compliance Officer (since 2006) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.
 
222
                   
WILLIAM ADAMS IV
               
 
6/9/55
333 W. Wacker Drive
Chicago, IL 60606
 
 
Vice President
 
 
2007
 
Senior Executive Vice President, Global Structured Products (since 2010), formerly, Executive Vice President (1999-2010) of Nuveen Securities, LLC; Co-President of Nuveen Fund Advisors, Inc. (since 2011); President (since 2011), formerly, Managing Director (2010-2011) of Nuveen Commodities Asset Management, LLC.
 
 
122
                   
CEDRIC H. ANTOSIEWICZ
               
 
1/11/62
333 W. Wacker Drive
Chicago, IL 60606
 
 
Vice President
 
 
2007
 
Managing Director of Nuveen Securities, LLC.
 
 
122
                   
MARGO L. COOK
               
 
4/11/64
333 W. Wacker Drive
Chicago, IL 60606
 
 
Vice President
 
 
2009
 
Executive Vice President (since 2008) of Nuveen Investments, Inc. and of Nuveen Fund Advisors, Inc. (since 2011); Managing Director-Investment Services of Nuveen Commodities Asset Management, LLC (since August 2011), previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst.
 
 
222
                   
LORNA C. FERGUSON
               
 
10/24/45
333 W. Wacker Drive
Chicago, IL 60606
 
 
Vice President
 
 
1998
 
Managing Director (since 2005) of Nuveen Fund Advisors, Inc. and Nuveen Securities, LLC (since 2004).
 
 
222
                   
STEPHEN D. FOY
               
 
5/31/54
333 W. Wacker Drive
Chicago, IL 60606
 
Vice President
and Controller
 
1998
 
Senior Vice President (since 2010), formerly, Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Vice President of Nuveen Fund Advisors, Inc.; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); Certified Public Accountant.
 
222

Nuveen Investments
 
107

 
 

 
 
Board Members & Officers (Unaudited) (continued)
 
 
Name,
Birthdate
and Address
 
Position(s) Held
with the Funds
 
Year First
Elected or
Appointed(3)
 
Principal
Occupation(s)
During Past 5 Years
 
Number
of Portfolios
in Fund Complex
Overseen
by Officer
Officers of the Funds:
           
SCOTT S. GRACE
               
 
8/20/70
333 W. Wacker Drive
Chicago, IL 60606
 
 
Vice President
and Treasurer
 
 
2009
 
Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Fund Advisors, Inc., Nuveen Investments Advisers, Inc., Nuveen Investments Holdings Inc. and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, Inc.; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant Designation.
 
 
222
                   
WALTER M. KELLY
               
 
2/24/70
333 W. Wacker Drive
Chicago, IL 60606
 
Chief Compliance
Officer and
Vice President
 
2003
 
Senior Vice President (since 2008) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, Inc.; Senior Vice President (since 2008) of Nuveen Investment Holdings, Inc.; formerly, Senior Vice President (2008-2011) of Nuveen Securities, LLC.
 
222
                   
TINA M. LAZAR
               
 
8/27/61
333 W. Wacker Drive
Chicago, IL 60606
 
 
Vice President
 
 
2002
 
Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, Inc.
 
 
222
                   
KEVIN J. MCCARTHY
               
 
3/26/66
333 W. Wacker Drive
Chicago, IL 60606
 
 
Vice President
and Secretary
 
 
2007
 
Managing Director and Assistant Secretary (since 2008), formerly, Vice President (2007-2008), Nuveen Securities, LLC; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008), and Assistant Secretary, Nuveen Investment Holdings, Inc.; Vice President (since 2007) and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, and of Winslow Capital Management, Inc. (since 2010); Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC; prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).
 
 
222

108
 
Nuveen Investments

 
 

 


 
Name,
Birthdate
and Address
 
Position(s) Held
with the Funds
 
Year First
Elected or
Appointed(3)
 
Principal
Occupation(s)
During Past 5 Years
 
Number
of Portfolios
in Fund Complex
Overseen
by Officer
                   
Officers of the Funds:
           
KATHLEEN L. PRUDHOMME
               
 
3/30/53
901 Marquette Avenue
Minneapolis, MN 55402
 
 
Vice President and
Assistant Secretary
 
 
2011
 
Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary (since 2011) of Nuveen Securities, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010).
 
 
222

(1)
Board Members serve three year terms, except for two board members who are elected by the holders of Preferred Shares. The Board of Trustees is divided into three classes, Class I, Class II, and Class III, with each being elected to serve until the third succeeding annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed, except two board members are elected by the holders of Preferred Shares to serve until the next annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed. The first year elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen Complex.
(2)
Mr. Amboian is an interested trustee because of his position with Nuveen Investments, Inc. and certain of its subsidiaries, which are affiliates of the Nuveen Funds.
(3)
Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen Complex.

Nuveen Investments
 
109

 
 

 
 
Reinvest Automatically,
Easily and Conveniently
 
Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.
 
Nuveen Closed-End Funds Automatic Reinvestment Plan
 
Your Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares.
 
By choosing to reinvest, you’ll be able to invest money regularly and automatically, and watch your investment grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested.
 
It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.
 
Easy and convenient
 
To make recordkeeping easy and convenient, each month you’ll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.
 
How shares are purchased
 
The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value on the last business day immediately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may

110
 
Nuveen Investments

 
 

 
 
exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.
 
Flexible
 
You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change.
 
You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan.
 
The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.
 
Call today to start reinvesting distributions
 
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial advisor or call us at (800) 257-8787.

Nuveen Investments
 
111

 
 

 
 
 
Glossary of Terms
Used in this Report
 

Auction Rate Bond: An auction rate bond is a security whose interest payments are adjusted periodically through an auction process, which process typically also serves as a means for buying and selling the bond. Auctions that fail to attract enough buyers for all the shares offered for sale are deemed to have “failed,” with current holders receiving a formula-based interest rate until the next scheduled auction.
   
Average Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment’s actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered.
   
Average Effective Maturity: The market-value-weighted average of the effective maturity dates of the individual securities including cash. In the case of a bond that has been advance-refunded to a call date, the effective maturity is the date on which the bond is scheduled to be redeemed using the proceeds of an escrow account. In most other cases the effective maturity is the stated maturity date of the security.
   
Effective Leverage: Effective leverage is a Fund’s effective economic leverage, and includes both regulatory leverage and the leverage effects of certain derivative investments in the Fund’s portfolio. Currently, the leverage effects of Tender Option Bond (TOB) inverse floater holdings are included in effective leverage values, in addition to any regulatory leverage.
   
Gross Domestic Product (GDP): The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports.
   
Inverse Floating Rate Securities: Inverse floating rate securities, also known as inverse floaters or tender option bonds (TOBs), are created by depositing a municipal bond, typically with a fixed interest rate, into a special purpose trust created by a broker dealer. This trust, in turn, (a) issues floating rate certificates typically paying short-term tax-exempt interest rates to third parties in amounts equal to some fraction of the deposited bond’s par amount or market value, and (b) issues an inverse floating rate certificate (sometimes referred to as an “inverse floater”) to an investor (such as a Fund) interested in gaining investment exposure to a long-term municipal bond. The income received by the holder of the inverse floater varies inversely with the short term rate paid to the floating rate certificates’ holders, and in most circumstances the holder of the inverse floater bears substantially all of the underlying bond’s downside investment risk. The holder of the inverse floater typically also benefits disproportionately from any potential appreciation of the underlying bond’s value. Hence, an inverse floater essentially represents an investment in the underlying bond on a leveraged basis.

112
 
Nuveen Investments

 
 

 
 

Leverage: Using borrowed money to invest in securities or other assets, seeking to increase the return of an investment or portfolio.
   
Leverage-Adjusted Duration: Duration is a measure of the expected period over which a bond’s principal and interest will be paid, and consequently is a measure of the sensitivity of a bond’s or bond Fund’s value to changes when market interest rates change. Generally, the longer a bond’s or Fund’s duration, the more the price of the bond or Fund will change as interest rates change. Leverage-adjusted duration takes into account the leveraging process for a Fund and therefore is longer than the duration of the Fund’s portfolio of bonds.
   
Lipper Other States Municipal Debt Funds Classification Average: Calculated using the returns of all closed-end funds in this category. Lipper returns account for the effects of management fees and assume reinvestment of distributions, but do not reflect any applicable sales charges.
   
Market Yield (also known as Dividend Yield or Current Yield): An investment’s current annualized dividend divided by its current market price.
   
Net Asset Value (NAV): The net market value of all securities held in a portfolio.
   
Net Asset Value (NAV) Per Share: The market value of one share of a mutual fund or closed-end fund. For a Fund, the NAV is calculated daily by taking the Fund’s total assets (securities, cash, and accrued earnings), subtracting the Fund’s liabilities, and dividing by the number of shares outstanding.
   
Pre-Refunding: Pre-Refunding, also known as advanced refundings or refinancings, is a procedure used by state and local governments to refinance municipal bonds to lower interest expenses. The issuer sells new bonds with a lower yield and uses the proceeds to buy U.S. Treasury securities, the interest from which is used to make payments on the higher-yielding bonds. Because of this collateral, pre-refunding generally raises a bond’s credit rating and thus its value.
   
Regulatory Leverage: Regulatory Leverage consists of preferred shares or debt issued by the Fund. Both of these are part of a Fund’s capital structure. Regulatory leverage is sometimes referred to as “‘40 Act Leverage” and is subject to asset coverage limits set in the Investment Company Act of 1940.
   
Standard & Poor’s (S&P) Georgia Municipal Bond Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade Georgia municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
   
Standard & Poor’s (S&P) National Municipal Bond Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade U.S. municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

Nuveen Investments
 
113

 
 

 
 
Glossary of Terms
Used in this Report (continued)
 
Standard & Poor’s (S&P) North Carolina Municipal Bond Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade North Carolina municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
   
Taxable-Equivalent Yield: The yield necessary from a fully taxable investment to equal, on an after-tax basis, the yield of a municipal bond investment.
   
Zero Coupon Bond: A zero coupon bond does not pay a regular interest coupon to its holders during the life of the bond. Tax-exempt income to the holder of the bond comes from accretion of the difference between the original purchase price of the bond at issuance and the par value of the bond at maturity and is effectively paid at maturity. The market prices of zero coupon bonds generally are more volatile than the market prices of bonds that pays interest periodically.

114
 
Nuveen Investments
 
 
 

 
 
Additional Fund Information
 
Board of Trustees
John P. Amboian
Robert P. Bremner
Jack B. Evans
William C. Hunter
David J. Kundert
William J. Schneider
Judith M. Stockdale
Carole E. Stone
Virginia L. Stringer
Terence J. Toth
 
Fund Manager
Nuveen Fund Advisors, Inc.
333 West Wacker Drive
Chicago, IL 60606
 
Custodian
State Street Bank
& Trust Company
Boston, MA
 
Transfer Agent and
Shareholder Services
State Street Bank & Trust
Company
Nuveen Funds
P.O. Box 43071
Providence, RI 02940-3071
(800) 257-8787
 
Legal Counsel
Chapman and Cutler LLP
Chicago, IL
 
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Chicago, IL
 
Quarterly Portfolio of Investments and Proxy Voting Information
 
You may obtain (i) each Fund’s quarterly portfolio of investments, (ii) information regarding how each Fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, and (iii) a description of the policies and procedures that each Fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen Investments toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com.
 
You may also obtain this and other Fund information directly from the Securities and Exchange Commission (SEC). The SEC may charge a copying fee for this information. Visit the SEC on-line at http://www.sec.gov or in person at the SEC’s Public Reference Room in Washington, D.C. Call the SEC at (202) 942-8090 for room hours and operation. You may also request Fund information by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public References Section at 100 F Street NE, Washington, D.C. 20549.
 
CEO Certification Disclosure
 
Each Fund’s Chief Executive Officer (CEO) has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.
 
Each Fund has filed with the SEC the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
 
Common and Preferred Share Information
 
Each Fund intends to repurchase shares of its own common stock in the future at such times and in such amounts as is deemed advisable. During the period covered by this report, the Funds repurchased shares of their common stock as shown in the accompanying table.
 
 
Common Shares
Fund
Repurchased
NPG
NZX
NKG
NNC
NRB
NNO
NII
 
Any future repurchases will be reported to shareholders in the next annual or semi-annual report.
 
Nuveen Investments
 
115
 
 
 

 
 
Nuveen Investments:
Serving Investors for Generations
 
Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality equity and fixed-income solutions designed to be integral components of a well-diversified core portfolio.
 
Focused on meeting investor needs.
Nuveen Investments provides high-quality investment services designed to help secure the long-term goals of institutional and individual investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets a wide range of specialized investment solutions which provide investors access to capabilities of its high-quality boutique investment affiliates - Nuveen Asset Management, Symphony Asset Management, NWQ Investment Management Company, Santa Barbara Asset Management, Tradewinds Global Investors, Winslow Capital Management and Gresham Investment Management. In total, Nuveen Investments managed approximately $227 billion as of March 31, 2012.
 
Find out how we can help you.
To learn more about how the products and services of Nuveen Investments may be able to help you meet your financial goals, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.
 
Learn more about Nuveen Funds at: www.nuveen.com/cef
 
Distributed by
Nuveen Securities, LLC
333 West Wacker Drive
Chicago, IL 60606
www.nuveen.com
 
EAN-C-0512D
 
 
 

 
 
ITEM 2. CODE OF ETHICS.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the Code during the period covered by this report. The registrant has posted the code of ethics on its website at www.nuveen.com/CEF/Shareholder. (To view the code, click on Fund Governance and then click on Code of Conduct.)

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant's Board of Directors or Trustees (“Board”) determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrant's audit committee financial expert is Carole E. Stone, who is “independent” for purposes of Item 3 of Form N-CSR.

Ms. Stone served for five years as Director of the New York State Division of the Budget. As part of her role as Director, Ms. Stone was actively involved in overseeing the development of the State's operating, local assistance and capital budgets, its financial plan and related documents; overseeing the development of the State's bond-related disclosure documents and certifying that they fairly presented the State's financial position; reviewing audits of various State and local agencies and programs; and coordinating the State's system of internal audit and control. Prior to serving as Director, Ms. Stone worked as a budget analyst/examiner with increasing levels of responsibility over a 30 year period, including approximately five years as Deputy Budget Director.  Ms. Stone has also served as Chair of the New York State Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. These positions have involved overseeing operations and finances of certain entities and assessing the adequacy of project/entity financing and financial reporting. Currently, Ms. Stone is on the Board of Directors of CBOE Holdings, Inc., of the Chicago Board Options Exchange, and of C2 Options Exchange. Ms. Stone's position on the boards of these entities and as a member of both CBOE Holdings' Audit Committee and its Finance Committee has involved, among other things, the oversight of audits, audit plans and preparation of financial statements.
 
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Nuveen Georgia Dividend Advantage Municipal Fund 2

The following tables show the amount of fees that Ernst & Young LLP, the Fund's auditor, billed to the Fund during the Fund's last two full fiscal years. For engagements with Ernst & Young LLP the Audit Committee approved in advance all audit services and non-audit services that Ernst & Young LLP provided to the Fund, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee's attention, and the Committee (or its delegate) approves the services before the audit is completed.

The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).

SERVICES THAT THE FUND'S AUDITOR BILLED TO THE FUND

 
Audit Fees Billed
   
Audit-Related Fees
   
Tax Fees
   
All Other Fees
 
Fiscal Year Ended
to Fund 1
   
Billed to Fund 2
   
Billed to Fund 3
   
Billed to Fund 4
 
May 31, 2012
$ 21,200     $ 0     $ 0     $ 0  
                               
Percentage approved
  0 %     0 %     0 %     0 %
pursuant to
                             
pre-approval
                             
exception
                             
                               
May 31, 2011
$ 18,200     $ 0     $ 0     $ 0  
                               
Percentage approved
  0 %     0 %     0 %     0 %
pursuant to
                             
pre-approval
                             
exception
                             
                               
1 "Audit Fees" are the aggregate fees billed for professional services for the audit of the Fund's annual financial statements and services
 
provided in connection with statutory and regulatory filings or engagements.
                         
                               
2 "Audit Related Fees" are the aggregate fees billed for assurance and related services reasonably related to the performance of the
         
audit or review of financial statements and are not reported under "Audit Fees".
                 
                               
3 "Tax Fees" are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning.
         
                               
4 "All Other Fees" are the aggregate fees billed for products and services for agreed upon procedures engagements performed for leveraged funds.
 
 
SERVICES THAT THE FUND'S AUDITOR BILLED TO THE ADVISER AND AFFILIATED FUND SERVICE PROVIDERS

The following tables show the amount of fees billed by Ernst & Young LLP to Nuveen Fund Advisors, Inc. (formerly Nuveen Asset Management) (the “Adviser” or “NFA”), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund's operations and financial reporting, during the Fund's last two full fiscal years.
 
The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid to Ernst & Young LLP by the Fund, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee's attention, and the Committee (or its delegate) approves the services before the Fund's audit is completed.

Fiscal Year Ended
Audit-Related Fees
Tax Fees Billed to
All Other Fees
 
Billed to Adviser and
Adviser and
Billed to Adviser
 
Affiliated Fund
Affiliated Fund
and Affiliated Fund
 
Service Providers
Service Providers
Service Providers
May 31, 2012
 $                                0
 $                                      0
 $                                    0
       
Percentage approved
0%
0%
0%
pursuant to
     
pre-approval
     
exception
     
May 31, 2011
 $                                0
 $                                      0
 $                                    0
       
Percentage approved
0%
0%
0%
pursuant to
     
pre-approval
     
exception
     

NON-AUDIT SERVICES

The following table shows the amount of fees that Ernst & Young LLP billed during the Fund's last two full fiscal years for non-audit services. The Audit Committee is required to pre-approve non-audit services that Ernst & Young LLP provides to the Adviser and any Affiliated Fund Services Provider, if the engagement related directly to the Fund's operations and financial reporting (except for those subject to the pre-approval exception described above). The Audit Committee requested and received information from Ernst & Young LLP about any non-audit services that Ernst & Young LLP rendered during the Fund's last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating Ernst & Young LLP's independence.

Fiscal Year Ended
 
Total Non-Audit Fees
   
   
billed to Adviser and
   
   
Affiliated Fund Service
Total Non-Audit Fees
 
   
Providers (engagements
billed to Adviser and
 
   
related directly to the
Affiliated Fund Service
 
 
Total Non-Audit Fees
operations and financial
Providers (all other
 
 
Billed to Fund
reporting of the Fund)
engagements)
Total
May 31, 2012
 $                                0
 $                                      0
 $                                    0
 $                    0
May 31, 2011
 $                                0
 $                                      0
 $                                    0
 $                    0
         
"Non-Audit Fees billed to Fund" for both fiscal year ends represent "Tax Fees" and "All Other Fees" billed to Fund in their respective
amounts from the previous table.
       

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Fund by the Fund's independent accountants and (ii) all audit and non-audit services to be performed by the Fund's independent accountants for the Affiliated Fund Service Providers with respect to operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent accountants for the Fund and Affiliated Fund Service Providers (with respect to operations and financial reports of the Fund) such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

The registrant's Board has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Robert P. Bremner, Terence J. Toth, William J. Schneider, Carole E. Stone and David J. Kundert.

ITEM 6. SCHEDULE OF INVESTMENTS.

a) See Portfolio of Investments in Item 1.

b) Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Nuveen Fund Advisors, Inc. (“Adviser”) is the registrant’s investment adviser. The Adviser is responsible for the on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has engaged Nuveen Asset Management, LLC (“Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services. As part of these services, the Adviser has delegated to the Sub-Adviser the full responsibility for proxy voting on securities held in the registrant’s portfolio and related duties in accordance with the Sub-Adviser's policy and procedures. The Adviser periodically monitors the Sub-Adviser's voting to ensure that it is carrying out its duties. The Sub-Adviser’s proxy voting policies and procedures are attached to this filing as an exhibit and incorporated herein by reference.
 
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Nuveen Fund Advisors, Inc. is the registrant’s investment adviser (also referred to as the “Adviser”).  The Adviser is responsible for the selection and on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services.  The Adviser has engaged Nuveen Asset Management, LLC (“Nuveen Asset Management” or “Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services. The following section provides information on the portfolio manager at the Sub-Adviser:

The Portfolio Manager

The following individual has primary responsibility for the day-to-day implementation of the registrant’s investment strategies:
 
Name
Fund
Daniel J. Close
Nuveen Georgia Dividend Advantage Municipal Fund 2

Other Accounts Managed. In addition to managing the registrant, the portfolio manager is also primarily responsible for the day-to-day portfolio management of the following accounts:
 
Portfolio Manager
Type of Account
Managed
Number of
Accounts
Assets*
Daniel J. Close
Registered Investment Company
25
$4.61 billion
 
 
Other Pooled Investment Vehicles
  0
$0
 
 
Other Accounts
10
$75.5 million
 
*
Assets are as of May 31, 2012.  None of the assets in these accounts are subject to an advisory fee based on performance.

POTENTIAL MATERIAL CONFLICTS OF INTEREST

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others, those discussed below.

The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.

If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.

With respect to many of its clients’ accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for a Fund and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.

Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.

Nuveen Asset Management has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Item 8(a)(3).
FUND MANAGER COMPENSATION

Portfolio manager compensation consists primarily of base pay, an annual cash bonus and long term incentive payments.

Base pay. Base pay is determined based upon an analysis of the portfolio manager’s general performance, experience, and market levels of base pay for such position.

Annual cash bonus.  The Fund’s portfolio managers are eligible for an annual cash bonus based on investment performance, qualitative evaluation and financial performance of Nuveen Asset Management.

A portion of each portfolio manager’s annual cash bonus is based on the Fund’s investment performance, generally measured over the past one- and three or five-year periods unless the portfolio manager’s tenure is shorter. Investment performance for the Fund generally is determined by evaluating the Fund’s performance relative to its benchmark(s) and/or Lipper industry peer group.

A portion of the cash bonus is based on a qualitative evaluation made by each portfolio manager’s supervisor taking into consideration a number of factors, including the portfolio manager’s team collaboration, expense management, support of personnel responsible for asset growth, and his or her compliance with Nuveen Asset Management’s policies and procedures.
 
The final factor influencing a portfolio manager’s cash bonus is the financial performance of Nuveen Asset Management based on its operating earnings.

Long-term incentive compensation. Certain key employees of Nuveen Investments and its affiliates, including certain portfolio managers, have received equity interests in the parent company of Nuveen Investments. In addition, certain key employees of Nuveen Asset Management, including certain portfolio managers, have received profits interests in Nuveen Asset Management which entitle their holders to participate in the firm’s growth over time.

There are generally no differences between the methods used to determine compensation with respect to the Fund and the Other Accounts shown in the table above.

Beneficial Ownership of Securities.  As of May 31, 2012, the portfolio manager beneficially owned the following dollar range of equity securities issued by the Fund and other Nuveen Funds managed by Nuveen Asset Management’s municipal investment team.

Name of Portfolio Manager
Fund
 
 
Dollar range of equity securities beneficially owned in Fund
Dollar range of equity securities
beneficially owned in the remainder of
Nuveen funds managed by Nuveen
Asset Management’s municipal
investment team
Daniel J. Close
Nuveen Georgia Dividend Advantage Municipal Fund 2
$0
$0

PORTFOLIO MANAGER BIO:

Daniel J. Close, CFA, is a Senior Vice President of Nuveen Investments. He joined Nuveen Investments in 2000 as a member of Nuveen’s product management and development team. He then served as a research analyst for Nuveen’s municipal investing team, covering corporate-backed, energy, transportation and utility credits. He received his BS in Business from Miami University and his MBA from Northwestern University’s Kellogg School of Management. Mr. Close has earned the Chartered Financial Analyst designation.  Mr. Close also serves as a portfolio manager for various Nuveen Build America Bond strategies. 
 
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's Board implemented after the registrant last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a)
The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)
There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(1)
Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable because the code is posted on registrant's website at www.nuveen.com/CEF/Shareholder and there were no amendments during the period covered by this report. (To view the code, click on Fund Governance and then Code of Conduct.)

(a)(2)
A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT Attached hereto.

(a)(3)
Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

(b)
If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Ex-99.906 CERT attached hereto.


 
 

 

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Nuveen Georgia Dividend Advantage Municipal Fund 2

By (Signature and Title) /s/ Kevin J. McCarthy
Kevin J. McCarthy
Vice President and Secretary

Date: August 8, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title) /s/ Gifford R. Zimmerman
Gifford R. Zimmerman
Chief Administrative Officer
(principal executive officer)

Date: August 8, 2012
 
By (Signature and Title) /s/ Stephen D. Foy
Stephen D. Foy
Vice President and Controller
(principal financial officer)

Date: August 8, 2012